S-4

As filed with the Securities and Exchange Commission on December 19, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Entercom Communications Corp.*

(Exact name of registrant as specified in its charter)

Pennsylvania	4823	23-1701044
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

*The co-registrants listed on the next page are also included in this registration statement as additional registrants.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Telephone: (610) 660-5610

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

John C. Donlevie

Executive Vice President, Secretary, and General Counsel

Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Telephone: (610) 660-5610

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Roderick O. Branch

Latham & Watkins LLP

233 South Wacker Drive, Suite 5800

Chicago, Illinois 60606

Telephone: (312) 876-7700

Facsimile: (312) 993-9767

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer ¨	Accelerated Filer x	Non-Accelerated Filer ¨	Smaller reporting company  ¨
	(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
10  1/2% Senior Notes due 2019	$220,000,000	100%	$220,000,000	$  25,212
Guarantees of 10 1/2% Senior Notes due 2019 (2)	N/A	N/A	N/A	N/A

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2) Determined in accordance with Rule 457(n) of the Securities Act; no separate registration fee is payable for the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact name of Co-registrants*	Jurisdiction of formation	Primary standard industrial classification code number	I.R.S. employer identification no.
Entercom Boston License, L.L.C.	Delaware	4823	23-2975661
Entercom Boston, LLC	Delaware	4823	23-2975771
Entercom Springfield License, LLC	Delaware	4823	20-4276119
Entercom Springfield, LLC	Delaware	4823	20-4276038
Entercom Buffalo License, LLC	Delaware	4823	16-1573524
Entercom Buffalo, LLC	Delaware	4823	16-1574853
Entercom Rochester License, LLC	Delaware	4823	16-1578604
Entercom Rochester, LLC	Delaware	4823	16-1578603
Entercom Radio, LLC	Delaware	4823	23-3017800
Delaware Equipment Holdings, LLC	Delaware	4823	23-3027897
Entercom Austin License, LLC	Delaware	4823	20-5421646
Entercom Austin, LLC	Delaware	4823	20-5421536
Entercom Boston 1 Trust	Massachusetts	4823	52-2121927
Entercom California, LLC	Delaware	4823	23-2988461
Entercom Capital, Inc.	Delaware	4823	01-0589645
Entercom Denver License, LLC	Delaware	4823	80-0017728
Entercom Denver, LLC	Delaware	4823	80-0617731
Entercom Gainesville License, LLC	Delaware	4823	23-3008199
Entercom Gainesville, LLC	Delaware	4823	23-2988465
Entercom Greensboro License, LLC	Delaware	4823	23-3014529
Entercom Greensboro, LLC	Delaware	4823	23-3017788
Entercom Greenville License, LLC	Delaware	4823	23-3014530
Entercom Greenville, LLC	Delaware	4823	23-3017789
Entercom Incorporated	Delaware	4823	51-0394052
Entercom Indianapolis License, LLC	Delaware	4823	20-1041632
Entercom Indianapolis, LLC	Delaware	4823	20-1041594
Entercom Kansas City License, LLC	Delaware	4823	23-3027894
Entercom Kansas City, LLC	Delaware	4823	23-2988463
Entercom Madison License, LLC	Delaware	4823	23-3051018
Entercom Madison, LLC	Delaware	4823	23-3051015
Entercom Memphis License, LLC	Delaware	4823	23-3014531
Entercom Memphis, LLC	Delaware	4823	23-3017792
Entercom Milwaukee License, LLC	Delaware	4823	23-3014532
Entercom Milwaukee, LLC	Delaware	4823	23-3017793
Entercom New Orleans License, LLC	Delaware	4823	23-3014533
Entercom New Orleans, LLC	Delaware	4823	23-3017794
Entercom New York, Inc.	New York	4823	16-1545221
Entercom Norfolk License, LLC	Delaware	4823	23-3014534
Entercom Norfolk, LLC	Delaware	4823	23-3017796
Entercom Portland License, LLC	Delaware	4823	23-2969295
Entercom Portland, LLC	Delaware	4823	23-2955467
Entercom Properties, LLC	Delaware	4823	27-0761268
Entercom Providence License, LLC	Delaware	4823	20-0841789
Entercom Providence, LLC	Delaware	4823	20-0841746
Entercom Sacramento License, LLC	Delaware	4823	23-3027892
Entercom San Francisco License, LLC	Delaware	4823	20-8251669
Entercom Seattle License, LLC	Delaware	4823	20-3007870
Entercom Seattle, LLC	Delaware	4823	23-2988459
Entercom Wichita License, LLC	Delaware	4823	23-3027896
Entercom Wichita, LLC	Delaware	4823	23-3027895
Entercom Wilkes-Barre Scranton, LLC	Delaware	4823	23-3014535

*The address and phone number for each of the additional registrants other than Entercom Incorporated is: c/o Entercom Communications Corp., 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004, Telephone: (610) 660-5610. The address and phone number for Entercom Incorporated is: 1011 Centre Road, Suite 310, Wilmington, Delaware 19805, Tel: 302-225-0600. The name, address and telephone number of the agent for service for each of the additional registrants, other than Entercom Incorporated, is: c/o Entercom Communications Corp., Attn: John C. Donlevie, 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004, Telephone: (610) 660-5610. The name, address and telephone number of the agent for service for Entercom Incorporated, is: Belfint, Lyons & Shuman, P.A., Attn: Kamini Patel, 1011 Centre Road, Suite 310, Wilmington, Delaware 19805, Tel: 302-225-0600.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 19, 2011

Prospectus

Entercom Radio, LLC

Exchange Offer for

10 ¹/2 % Senior Notes due 2019

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (the “exchange offer”), up to $220,000,000 in aggregate principal amount of our new 10 ¹/2% Senior Notes due 2019, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). We are offering to exchange the exchange notes for any and all of our outstanding 10 ¹/2% Senior Notes due 2019, Series A (the “outstanding notes”), which we previously issued in a private transaction that was not subject to the registration requirements of the Securities Act (the “initial offering”). We refer to the exchange notes and the outstanding notes collectively as the “notes.”

We are conducting the exchange offer in order to provide you with an opportunity to exchange your outstanding notes for freely tradable notes that have been registered under the Securities Act.

The principal features of the exchange offer are as follows:

• The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

• The exchange offer will expire one minute after 11:59 p.m., Eastern Standard Time, on             , 2012 unless extended.

• You may withdraw your tender of outstanding notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.

• Based upon interpretations by the staff of the Securities and Exchange Commission (the “SEC”), we believe that, subject to some exceptions, the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided you are not an affiliate of ours.

• The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange.

Except in very limited circumstances, current and future holders of outstanding notes who do not participate in the exchange offer will not be entitled to any future registration rights, and will not be permitted to transfer their outstanding notes absent an available exemption from registration. Except in very limited circumstances, upon completion of the exchange offer, we will have no further obligation to register and currently do not anticipate that we will register outstanding notes under the Securities Act.

For a discussion of certain factors that you should consider before participating in the exchange offer, see “Risk Factors” beginning on page 12 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

December    , 2011

You should rely only on the information contained in this prospectus. This prospectus may be used only for the purposes for which it has been published. We have not authorized any other person to provide any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

              Table of Contents

Where You Can Find More Information	i
Incorporation of Certain Documents By Reference	ii
Trademarks And Trade Names	ii
Financial Information	iii
Cautionary Notice Regarding Forward-Looking Statements	iii
Summary	1
Ratio of Earnings to Fixed Charges	11
Risk Factors	12
Exchange Offer	20

Use of Proceeds	27
Capitalization	28
Description of Certain Indebtedness	29
Description of Notes	32
Book-Entry Settlement And Clearance	78
Material U.S. Federal Income Tax Considerations	80
Plan of Distribution	86
Legal Matters	87
Experts	87

This prospectus contains summaries of the terms of several material documents. These summaries include the terms we believe to be material, but we urge you to review these documents in their entirety. We will provide you without charge, upon written or oral request, a copy of any and all of these documents. We must receive your request no later than five days before the expiration date of the exchange offer so you can obtain timely delivery. Requests for copies should be directed to: Entercom Communications Corp., 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004; Attention: Investor Relations; Telephone: (610) 660-5610.

Until 90 days after the date of this prospectus, all dealers that effect transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to any obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes offered hereby. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement, as amended, or the exhibits and schedules filed therewith. For further information with respect to us and the exchange notes offered hereby, please see the registration statement, as amended, and the exhibits and schedules filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement, as amended, and the exhibits and schedules filed with the registration statement may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

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We will provide at no cost to each person, including any beneficial owner, to whom this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus, but not delivered therewith. You may obtain a copy of any of these documents at no cost, by writing or telephoning us using the following information:

Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Attention: Investor Relations

Phone: (610) 660-5610

This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding old notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We file annual, quarterly and current reports and other information with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. SEC rules and regulations also permit us to “furnish” rather than “file” certain reports and information with the SEC. Any such reports or information which we “furnish” or have “furnished” shall not be deemed to be incorporated by reference into or otherwise become a part of this prospectus, regardless of when furnished to the SEC. We incorporate by reference the following documents we have already filed with the SEC and any future filings that we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) until the offering of the exchange notes under this prospectus is complete:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on February 9, 2011 (including portions of our definitive proxy statement for our 2011 annual meeting of shareholders incorporated by reference therein);

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 9, 2011;

• Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011;

• Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 2, 2011;

• Current Report on Form 8-K filed on May 18, 2011 (as amended by our Current Report on Form 8-K/A filed on June 16, 2011); and

• Current Report on Form 8-K filed on November 25, 2011.

TRADEMARKS AND TRADE NAMES

We own, license or otherwise have rights to the material trademarks, service marks and trade names we use in conjunction with the operation of our business. Each trademark, service mark or trade name of any other company appearing in this prospectus belongs to its holders.

ii

FINANCIAL INFORMATION

Rounding

Items in tables or other presentations may not total due to rounding.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus (including documents incorporated by reference or deemed incorporated by reference herein) contains forward-looking statements within the meaning of Section 27A of the Securities Act. These statements relate to future events or future financial performance and reflect management’s expectations and opinions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely” or comparable terminology or the negative of these terms or similar expressions. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in or incorporated by reference into this prospectus. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements.

Risks, uncertainties and other factors that pertain to our business and the effects of which may cause our earnings, revenues and/or profit margins to decline include:

• the impact of general economic conditions in the United States;

• cancellations, disruptions or postponements of advertising schedules in response to national or world events;

• industry conditions, including competition for advertising revenues;

• rapid changes in technology, industry standards and media services;

• potential changes in consumer demand with respect to radio as a broadcasting and advertising medium;

• federal license requirements and other regulations;

• the concentration of our business in certain key markets;

• our dependence on key personnel;

• risks related to and restrictions placed on us by our existing and future debt;

• our ability to obtain financing at times, in amounts and at rates we consider appropriate; and

• our ability to access the capital markets as and when needed, and on terms that we consider favorable to us.

Forward-looking statements speak only as of the date of the document in which they are made. We do not intend, and do not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

You should review carefully the section titled “Risk Factors” beginning on page 12 in this prospectus for an explanation of certain risks of investing in the exchange notes.

iii

SUMMARY

This summary highlights important information about our business and the exchange offer. It does not contain all the information you should consider before deciding whether to participate in the exchange offer. Please review this entire prospectus, including the risk factors, description of the notes, financial data, and the consolidated financial statements and the related notes to those statements before deciding whether to participate in the exchange offer. In addition, certain statements include forward-looking information that involves risks and uncertainties. See “Cautionary Notice Regarding Forward-Looking Statements.”

Unless otherwise stated or the context otherwise requires, the terms “Company,” “Entercom,” “we,” “us” and “our” refer collectively to Entercom Radio, LLC (the “Issuer”), the subsidiaries of the Issuer and Entercom Communications Corp. (the “Parent”). The Issuer is the wholly owned finance subsidiary of the Parent. The Parent has no independent operations separate from its investment in the Issuer and will provide a full and unconditional guarantee of the Issuer’s obligations under the exchange notes.

Unless otherwise stated, references to our “audited consolidated financial statements” refer to the consolidated financial statements of the Parent incorporated by reference in this prospectus. In addition, unless otherwise stated, references to our “Annual Report on Form 10-K” or our “Quarterly Reports on Form 10-Q” refer to the reports filed with the SEC by the Parent incorporated by reference in this prospectus.

Our Company

We are the fourth largest radio broadcasting company in the United States, with a nationwide portfolio of more than 100 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City.

Our primary source of revenue is the sale of advertising time to local, regional and national advertisers. Our multi-station operations have leading positions in most of our markets and broadcast a variety of programming designed to appeal to local audiences including news, talk, classic rock, sports, adult contemporary, contemporary hits, alternative and country formats.

The Refinancing

Concurrently with the initial offering, we entered into a new credit facility, which consists of a $375 million seven-year term loan and a $50 million five-year revolving credit facility (collectively, our “New Credit Facility”). On the issue date of the outstanding notes, we used the proceeds of the initial offering, together with $405.0 million in borrowings under our New Credit Facility to repay our prior credit facility (the “Old Credit Facility”), to pay fees and expenses in connection with the initial offering and our New Credit Facility and for general corporate purposes. See “Use of Proceeds.” We refer to these transactions collectively as the “Refinancing.”

Company Information

The Parent was organized in 1968 as a Pennsylvania corporation. The Issuer is a wholly owned finance subsidiary of the Parent.

Our principal executive offices are located at 401 City Avenue, Suite 809, Bala Cynwyd, Pennsylvania 19004, and our telephone number is (610) 660-5610. Our Internet website address is www.entercom.com. The contents of our website are not part of this prospectus.

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Corporate Structure

The following sets forth a simplified summary of our organizational structure.

As of September 30, 2011, after giving effect to the Refinancing:

— the Issuer would have had approximately $636.7 million of total debt outstanding (including the notes), none of which would have been subordinated to the exchange notes;

— the Issuer would have had approximately $406.9 million of secured debt outstanding (including borrowings under our New Credit Facility, but excluding additional availability of $17.6 million under our New Credit Facility, which includes the impact on revolver availability of an outstanding undrawn letter of credit of $0.6 million, all of which would be secured if borrowed), to which the exchange notes would have been effectively subordinated to the extent of the value of the collateral securing such debt; and

— our total consolidated liabilities (including debt and other liabilities such as trade payables and accrued expenses) would have been approximately $686.2 million.

2

Summary of the Exchange Offer

The initial offering	On November 23, 2011, the Issuer issued $220,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2019, Series A (the outstanding notes) under an indenture among the Issuer, the Parent, the subsidiary guarantors and Wilmington Trust, National Association, as trustee. The outstanding notes were issued in a private transaction that was exempt from to the registration requirements of the Securities Act.
Registration rights agreement	In connection with the initial offering, we entered into a registration rights agreement (the “registration rights agreement”) with respect to the outstanding notes. In the registration rights agreement, we agreed, among other things, to file with the SEC within 180 days after the closing of the initial offering and use our reasonable best efforts to cause to become effective at the earliest possible time, a registration statement relating to an offer to exchange the outstanding notes for an issue of SEC-registered notes with terms substantially identical to the outstanding notes. The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. Except in limited circumstances, after the exchange offer is complete, holders of outstanding notes will no longer be entitled to any exchange or registration rights with respect to their outstanding notes.
The exchange offer	We are offering to exchange up to $220,000,000 aggregate principal amount of our new 10 1/2% Senior Notes due 2019, Series B (the exchange notes), which have been registered under the Securities Act for any and all of the outstanding notes.
	In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn and are accepted for exchange will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.
	Interest on the outstanding notes accepted for exchange in the exchange offer will cease to accrue upon the issuance of the exchange notes. The exchange notes will bear interest from the date of issuance, and such interest will be payable, together with accrued and unpaid interest on the outstanding notes accepted for exchange, on the first interest payment date following the closing of the exchange offer. Interest will continue to accrue on any outstanding notes that are not exchanged for exchange notes in the exchange offer.
Resales	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued to you in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:
	—      the exchange notes are being acquired by you in the ordinary course of your business;
	—      you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
	—      you are not an affiliate of ours.

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	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other transfer of the exchange notes issued to it in the exchange offer.
Expiration date	The exchange offer will expire one minute after 11:59 p.m., Eastern Standard Time, on         , 2012, unless we decide to extend the expiration date.
Conditions to the exchange   offer	The exchange offer is subject to customary conditions, which we may waive. See “Exchange offer—Conditions.”
Procedures for tendering   outstanding notes	If you wish to tender your outstanding notes for exchange in the exchange offer, you must transmit to the exchange agent on or before the expiration date either:
	—    an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or
	—    if the outstanding notes you own are held of record by The Depository Trust Company (“DTC”) in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC (“ATOP”), in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your outstanding notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the exchange agent.
	In addition, you must deliver to the exchange agent on or before the expiration date:
	—    a timely confirmation of book-entry transfer of your outstanding notes into the account of the exchange agent at DTC if you are effecting delivery by book-entry transfer, or
	—    if necessary, the documents required for compliance with the guaranteed delivery procedures.
Special procedures for   beneficial owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

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Withdrawal rights	You may withdraw the tender of your outstanding notes at any time prior to one minute after 11:59 p.m., Eastern Standard Time, on                    , 2012.
Effect of not tendering in the   exchange offer	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer set forth in the outstanding notes and the indenture. Since the outstanding notes have not been registered under the federal securities laws, they may bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon completion of the exchange offer, we will have no further obligation to register, and currently we do not anticipate that we will register, the outstanding notes under the Securities Act except in limited circumstances with respect to specific types of holders of outstanding notes.
Federal income tax   considerations	The exchange of outstanding notes for exchange notes will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”
Use of proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange agent	Wilmington Trust, National Association is serving as the exchange agent in connection with the exchange offer.

5

Summary of Terms of the Exchange Notes

Issuer	Entercom Radio, LLC.
Securities offered	$220.0 million aggregate principal amount of 10 1/2% Senior Notes due 2019 (the exchange notes).
Maturity	December 1, 2019.
Interest payment dates	June 1 and December 1, commencing on June 1, 2012.
Guarantees	The exchange notes will be guaranteed on a senior unsecured basis by the Parent and all of the Issuer’s existing and future domestic, restricted subsidiaries that guarantee the Issuer’s debt under our New Credit Facility (other than the Issuer’s subsidiaries that hold no material assets other than our FCC licenses (the “License Subsidiaries”), which will guarantee the notes on a senior subordinated basis), which we expect to include all of our subsidiaries at the issue date. The activities of our License Subsidiaries will be substantially limited by the indenture. See “Description of Notes—Guarantees.”
Ranking	The exchange notes and the guarantees (other than the guarantees of the exchange notes by the License Subsidiaries) will be the Issuer’s and the guarantors’ general unsecured senior obligations and will:
	—    rank senior in right of payment to the Issuer’s and the guarantors’ future subordinated debt;
	—    rank equally in right of payment with all of the Issuer’s and the guarantors’ existing and future senior debt;
	—    be effectively subordinated to the Issuer’s and the guarantors’ existing and future secured debt, to the extent of the value of the collateral securing such debt, including our obligations under our New Credit Facility; and
	—    be structurally subordinated to all of the liabilities of the Issuer’s subsidiaries that do not guarantee the exchange notes, to the extent of the assets of those subsidiaries.
	The guarantees of the exchange notes by the License Subsidiaries will be their general unsecured senior subordinated obligations and will be subordinated in right of payment to all of their existing and future senior debt, including their guarantees of our New Credit Facility.
	As of September 30, 2011, after giving effect to the Refinancing,
	—    the Issuer would have had approximately $636.7 million of total debt outstanding (including the notes), none of which would have been subordinated to the exchange notes;
	—    the Issuer would have had approximately $406.9 million of secured debt outstanding (including borrowings under our New Credit Facility, but excluding additional availability of $17.6 million under our New Credit Facility, which includes the impact on revolver availability of an outstanding undrawn letter of credit of $0.6 million, all of which would be secured if borrowed), to which the exchange notes would have been effectively subordinated to the extent of the value of the collateral securing such debt; and

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	—     our total consolidated liabilities (including debt and other liabilities such as trade payables and accrued expenses) would have been approximately $686.2 million.
Optional redemption	At any time prior to December 1, 2015, we may redeem some or all of the exchange notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date, plus a make-whole premium. On or after December 1, 2015, we may redeem some or all of the exchange notes at any time at the redemption prices specified under “Description of Notes—Optional Redemption.” In addition, we may redeem up to 35% of the aggregate principal amount of the exchange notes before December 1, 2014 with the net proceeds of one or more equity offerings at a redemption price of 110.5% of the principal amount of the exchange notes plus accrued and unpaid interest, if any, to (but not including) the redemption date.
	See “Description of Notes—Optional Redemption.”
Change of control	If we experience certain kinds of changes of control, we must offer to purchase the exchange notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of Notes—Change of Control.”
Mandatory offer to repurchase   following certain asset sales	If we sell certain assets under certain circumstances, we must offer to repurchase the exchange notes at the prices specified under “Description of Notes—Certain Covenants—Limitations on Asset Sales.”
Certain covenants	The indenture governing the exchange notes contains covenants that limit, among other things, the Issuer’s ability and the ability of our restricted subsidiaries to:
	—     incur certain additional debt;
	—     declare or pay dividends, redeem stock or make other distributions to stockholders;
	—     make certain investments;
	—     create certain liens or use certain assets as security in other transactions;
	—     merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;
	—     engage in certain transactions with affiliates; and
	—     sell or transfer certain assets.
	These covenants are subject to a number of important qualifications and limitations. See “Description of Notes—Certain Covenants.”
No prior market	The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time. Accordingly, you may have to bear the financial risks of investing in the exchange notes for an indefinite period of time. See “Plan of Distribution.”

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Use of proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer. See “Use of Proceeds.”
Risk factors	You should carefully consider all of the information set forth or incorporated by reference into this prospectus and, in particular, evaluate the specific factors set forth under “Risk Factors” for risks involved with participating in the exchange offer.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

Our summary historical consolidated financial data presented below as of and for the years ended December 31, 2010, 2009 and 2008 has been derived from, and should be read together with, our audited consolidated financial statements and accompanying notes, which have been audited by PricewaterhouseCoopers LLP. Our summary historical consolidated financial data presented below as of and for the nine months ended September 30, 2011 and 2010 has been derived from, and should be read together with, our unaudited consolidated financial statements for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011. In the opinion of management, such unaudited financial data contains all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such unaudited consolidated financial data. The results of operations from these interim periods are not necessarily indicative of the results to be expected for the full year or any future periods.

Our summary consolidated financial data should be read in conjunction with “Use of Proceeds,” and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and accompanying notes, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and are incorporated herein by reference.

	Year Ended December 31,						Nine Months Ended September 30,
	2010		2009		2008		2011		2010
	(dollars in thousands)
Income Statement Data:
Net revenues	$	391,447	$	372,432	$	438,432	$	287,593	$	289,359
Operating (income) expenses:
Station operating expenses, including non-cash compensation expense		258,896		254,042		276,187		202,939		195,603
Depreciation and amortization		12,660		16,660		20,442		8,535		9,736
Corporate general and administrative expenses, including non-cash compensation expense		21,954		22,875		26,917		20,638		16,292
Merger and acquisition costs		—		—		—		1,542		—
Impairment loss		—		67,676		835,716		—		—
Net time brokerage agreement fees (income)		—		(2)		(233)		244		—
Net (gain) loss on sale of assets		228		420		(9,899)		142		176
Total operating expenses		293,738		361,611		1,149,130		234,040		221,807
Operating income (loss)		97,709		10,821		(710,308)		53,553		67,552
Other (income) expenses:
Interest expense, including amortization of deferred financing costs		30,510		31,229		45,040		16,504		22,795
Interest income and dividend income from investments		(19)		(58)		(323)		(27)		(15)
Other income		(49)		(380)		(3,339)		(16)		(38)
Net (gain) loss on early extinguishment of debt		62		(20,805)		(6,949)		—		62
Net (gain) loss on investments		174		966		469		—		—
Net gain on derivative instruments		—		—		(34)		—		—
Total other expense		30,678		10,952		34,864		16,461		22,804
Income (loss) from continuing operations before income taxes (benefit)		67,031		(131)		(745,172)		37,092		44,748
Income taxes (benefit)		20,595		(5,529)		(232,600)		(20,894)		15,597
Income (loss) from continuing operations		46,436		5,398		(512,572)		57,986		29,151
Income (loss) from discontinued operations, net of taxes (benefit)		—		—		(4,079)		—		—
Net income (loss)	$	46,436	$	5,398	$	(516,651)	$	57,986	$	29,151

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	Year Ended December 31,						Nine Months Ended September 30,
	2010		2009		2008		2011		2010
Balance Sheet Data (at period end):
Cash and cash equivalents	$	3,768	$	10,751	$	4,284	$	4,869	$	3,447
Total assets		901,025		935,186		996,734		908,953		906,867
Senior debt, including current portion		650,148		729,173		750,197		605,628		676,155
Senior subordinated notes and other long-term debt		12,610		19,189		83,500		12,610		12,610
Deferred tax liabilities and other long-term liabilities		42,378		30,065		30,489		17,363		36,971
Total shareholders’ equity	$	170,667	$	113,952	$	100,257	$	241,101	$	149,159

Balance Sheet Data (at period end, as adjusted after giving effect to the Refinancing):
Cash and cash equivalents	$	2,869
Total senior secured debt		406,863
Total debt(1)		636,679
Total shareholders’ equity(2)	$	241,101

(1) Includes approximately $12.6 million of finance method lease obligations and approximately $0.1 million of other long¬term debt.

(2) Assumes for purposes of this analysis that all fees and expenses are capitalized and amortized as part of deferred financing costs.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the nine months ended September 30, 2011 and the years ended December 31, 2010, 2009, 2008, 2007 and 2006, respectively:

	Nine Months Ended September 30,	Year Ended December 31,
	2011	2010	2009	2008	2007	2006
Ratio of earnings to fixed charges(1)	2.92x	2.94x	1.00x	—(2)	0.86x	2.76x

(1) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings before income from equity investments plus fixed charges. Fixed charges consist of interest, whether capitalized or expensed, amortization of issuance costs and the estimated interest component of rent expense.

(2) Earnings were insufficient to cover fixed charges by approximately $745.2 million for the year ended December 31, 2008.

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in or incorporated by reference into this prospectus, including the other risk factors included in our filings with the SEC incorporated by reference herein, before deciding to participate in the exchange offer. Although these are the risks and uncertainties we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or which may adversely affect our business. The following risks and uncertainties could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not presently known or currently believed to be significant may also adversely affect our business and your investment.

Risks Related to the Exchange Offer

Because there is no public market for the exchange notes, you may not be able to resell your exchange notes.

The offering of the exchange notes has been registered under the Securities Act, but the exchange notes will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

• the liquidity of any trading market that may develop;

• your ability to sell your exchange notes; or

• the price at which you would be able to sell your exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

If you tender your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your outstanding notes will continue to be subject to existing transfer restrictions and you may not be able to sell them freely.

We will not accept your outstanding notes for exchange if you do not follow the proper exchange offer procedures. We will issue exchange notes as part of the exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your outstanding notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your outstanding notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we may not accept your outstanding notes for exchange. For more information, see “Exchange Offer—Procedures for Tendering.”

If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes freely.

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under applicable securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes exchanged for exchange notes registered under federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes freely.

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Risks Related to the Exchange Notes and Our Indebtedness

Our substantial debt could adversely affect our financial flexibility and prevent us from fulfilling our obligations under the exchange notes.

We have a significant amount of debt. As of September 30, 2011, after giving effect to the Refinancing, we would have had approximately $636.7 million of outstanding debt and approximately $17.6 million of unused revolver capacity (which includes the impact on revolver availability of an outstanding undrawn letter of credit of $0.6 million) under our New Credit Facility. Our substantial level of debt increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our debt. Our substantial debt could have other important consequences to you and significant effects on our business.

For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the exchange notes;

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from taking advantage of opportunities to grow our business;

• make it more difficult to satisfy our financial obligations, including payments on the exchange notes;

• place us at a competitive disadvantage compared to our competitors that have lower levels of outstanding debt; and

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes on satisfactory terms or at all.

In addition, our New Credit Facility and the indenture governing the exchange notes contain, and the agreements evidencing or governing other future debt may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

To service our debt, we will require a significant amount of cash. If we are unable to execute on our business strategy and generate significant cash flow, we may be unable to service our debt and repay the exchange notes at maturity in full.

To service our debt, including the exchange notes, we will require a significant amount of cash. Our ability to generate cash flow and service our debt obligations will depend upon, among other things, our future financial condition and operating performance. These factors depend partly on economic, financial, competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may not be able to generate sufficient cash from operations to meet our debt service obligations as well as fund necessary capital expenditures.

In these circumstances, we may need to refinance all or a portion of our debt on or before maturity. We may not be able to refinance any of our debt, including our New Credit Facility and the notes, on commercially reasonable terms, or at all. Without this financing, we could be forced to sell assets or secure additional financing to make up for any shortfall in our payment obligations under unfavorable circumstances. However, we may not be able to secure additional financing on terms favorable to us or at all and, in addition, the terms of our New Credit

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Facility and the indenture governing the exchange notes limit our ability to sell assets and also restrict the use of proceeds from such a sale. In addition, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations, including our obligations under the exchange notes.

As of September 30, 2011, after giving effect to the Refinancing, we would have had cash and cash equivalents of approximately $2.9 million. If we are unable to meet our debt service obligations under the New Credit Facility or the notes, our debt holders would have the right, following a cure period, to cause the entire principal amount of such debt instruments to become immediately due and payable. If the amounts outstanding under such instruments are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to our debt holders, including holders of the exchange notes. Any default under the New Credit Facility, the notes or other debt we may incur in the future could adversely affect our growth, financial condition, results of operations and ability to make payments on debt.

Our corporate structure may impact your ability to receive payment on the exchange notes.

The Parent will unconditionally guarantee the exchange notes. However, the Parent is a holding company whose operating income and cash flow is substantially derived from its subsidiaries and whose material assets are its equity interests in its subsidiaries. As a result, the Parent’s guarantee provides little, if any, additional credit support for the exchange notes, and investors should not place undue reliance on such guarantee in evaluating whether to participate in the exchange offer. Furthermore, the Issuer has no material operations and depends on cash flows from its subsidiaries to make payments on the exchange notes.

Our principal stockholders’ interests may conflict with yours.

As of September 30, 2011, Joseph M. Field, our Chairman of the Board, beneficially owned approximately 65.0% of the total voting power of all of the Parent’s outstanding common stock. As of September 30, 2011, David J. Field, our President and Chief Executive Officer, one of our directors and the son of Joseph M. Field, beneficially owned approximately 11.0% of the total voting power of all of the Parent’s outstanding common stock. Other members of the Field family and trusts for their benefit also own shares of the Parent’s Class A common stock. As a result, members of the Field family are in a position to control all matters affecting us, including decisions regarding business transactions, fundamental corporate transactions, appointment of members to our management, election of directors and our corporate and management policies. The interests of the Field family could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Field family might conflict with your interests as a holder of the exchange notes. The Field family may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the exchange notes.

Despite our current debt levels, we and our subsidiaries may still be able to incur substantial additional debt. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional debt in the future. Although the indenture governing the exchange notes and the New Credit Facility contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the additional debt incurred in compliance with these restrictions could be substantial. If we incur any additional debt that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holder of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of the Company. This may have the effect of reducing the amount of proceeds paid to you. Additionally, our New Credit Facility provides revolving commitments of up to $50.0 million in the aggregate. These restrictions also will not prevent us from incurring obligations that do not constitute debt. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

Restrictive covenants in both the indenture governing the exchange notes and our New Credit Facility may limit our current and future operations, and our failure to comply with these covenants could result in the loss of our sources of liquidity, acceleration of our debt and, in some cases, the foreclosure on some or all of our assets.

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Both the indenture governing the exchange notes and our New Credit Facility contain, and any future debt of ours may contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to take actions that we believe may be in our interest. The Indenture and the New Credit Facility will, among other things, limit our ability to:

• incur additional debt;

• declare or pay dividends, redeem stock or make other distributions to stockholders;

• make investments;

• create liens or use assets as security in other transactions;

• merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

• engage in transactions with affiliates; and

• sell or transfer assets.

In addition, we will be required under our New Credit Facility to maintain a minimum interest coverage ratio and a maximum leverage ratio; the ability to meet these financial ratios and tests can be affected by events beyond our control. You should read the discussions under the heading “Description of Notes—Certain Covenants” and “Description of Certain Indebtedness—New Credit Facility” for further information about these covenants.

As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; or

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions may adversely affect our ability to operate our current and planned business, or make certain changes in our business and to respond to changing circumstances, any of which could have a material adverse effect on our financial condition or results of operations. In addition, our financial results, our substantial debt and our credit ratings could adversely affect the availability and terms of any financing.

We may not be able to maintain compliance with all of these covenants. In that event, we would need to seek an amendment or waiver to the applicable agreement, or a refinancing of such debt. There can be no assurance that we can obtain any amendment or waiver of the covenants under the instrument governing any such debt. In the event that we do not maintain compliance with the covenants under the New Credit Facility or the indenture governing the exchange notes, the lenders or noteholders, as the case may be, would have the right, in certain instances following a cure period, to cause the entire principal amount of such debt instruments to become immediately due and payable. If the amounts outstanding under such instruments are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to our debt holders, including holders of the exchange notes. Any default under the New Credit Facility, the notes or other debt we may incur in the future could adversely affect our growth, financial condition, results of operations and ability to make payments on debt.

Our lenders under the New Credit Facility have taken security interests in substantially all of our consolidated assets, and we have pledged, and will pledge, the stock of certain of our subsidiaries to secure the debt under our New Credit Facility. If the lenders accelerate the repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such credit facilities, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under the New Credit Facility. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that debt and we could be forced into bankruptcy or liquidation. Our ability to liquidate assets could also be affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less accessible and increase the chances that these assets will be liquidated at a significant loss.

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The exchange notes will be unsecured and effectively subordinated to our and the guarantors’ obligations under the New Credit Facility and, if incurred, other secured debt to the extent of the value of the collateral securing that debt.

The exchange notes and the guarantees are not secured by any of the Issuer’s or the guarantors’ assets. As a result, the exchange notes and the guarantees are effectively subordinated to the Issuer’s and the guarantors’ debt under the New Credit Facility with respect to the collateral that secures that debt, which includes substantially all of our assets. In addition, we may incur additional secured debt in the future to which our obligations under the exchange notes and the guarantees will also be effectively subordinated. The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured debt, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of the Issuer or the guarantors, the proceeds from the sale of assets securing our secured debt will be available to pay obligations on the outstanding notes and the exchange notes only after all debt under such secured debt, including our New Credit Facility, has been paid in full. As a result, you may not be repaid or may receive less, ratably, than the holders of secured debt in the event of the Issuer’s or any guarantor’s bankruptcy, insolvency, liquidation, dissolution or reorganization.

The exchange notes will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries that are not and do not become guarantors of the exchange notes and the guarantees by the License Subsidiaries will be subordinated to the existing and future senior debt of the License Subsidiaries.

The exchange notes are guaranteed by each of the Issuer’s existing and subsequently acquired or organized domestic restricted subsidiaries that guarantee obligations under our New Credit Facility. The Issuer’s future subsidiaries that do not guarantee the exchange notes will have no obligation, contingent or otherwise, to pay amounts due under the exchange notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The exchange notes and guarantees will be structurally subordinated to all debt and other obligations of any non-guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of that subsidiary’s creditors (including trade creditors) and preferred stockholders would be entitled to payment in full out of that subsidiary’s assets before the Issuer would be entitled to any payment. The guarantees of the exchange notes by the License Subsidiaries are their general unsecured senior subordinated obligations and are subordinated in right of payment to all of their existing and future senior debt, including their guarantees of our New Credit Facility. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of a License Subsidiary, all of such License Subsidiary’s senior creditors, including the lenders under our New Credit Facility, would be entitled to payment in full out of such License Subsidiary’s assets before the Issuer would be entitled to any payment.

In addition, the indenture governing the exchange notes, subject to some limitations, permit these subsidiaries to incur additional debt and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

In addition, our subsidiaries that provide, or will provide, guarantees of the exchange notes will be automatically released from those guarantees upon the occurrence of certain events, including the following:

• the designation of that subsidiary guarantor as an unrestricted subsidiary;

• the release or discharge of any guarantee or debt that resulted in the creation of the guarantee of the exchange notes by such subsidiary guarantor;

• the sale or other disposition of our equity interests in that subsidiary guarantor or the sale of all or substantially all the assets of that subsidiary guarantor; or

• the legal defeasance or covenant defeasance of the exchange notes pursuant to the terms of the indenture or the satisfaction and discharge of the indenture.

If any subsidiary guarantee is released, no holder of the exchange notes will have a claim as a creditor against that subsidiary, and the debt and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be structurally senior to the claim of any holders of the exchange notes. See “Description of Notes—Guarantees.”

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Our variable rate debt subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our New Credit Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate debt will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our debt, will correspondingly decrease. Assuming all revolving loans are fully drawn, a 100 basis point increase in LIBOR rates would result in a $0.6 million increase in annual interest expense on our debt under our New Credit Facility (excluding the impact of an outstanding interest rate hedging transaction). In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate debt, and any swaps we enter into may not fully mitigate our interest rate risk.

Federal and state fraudulent transfer laws may permit a court to void the exchange notes and/or the guarantees, and if that occurs, you may not receive any payments on the exchange notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the exchange notes and the incurrence of the guarantees of the exchange notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the exchange notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable, (a) issued the exchange notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the exchange notes or incurring the guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

• the Issuer or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the exchange notes or the incurrence of the guarantees;

• the issuance of the exchange notes or the incurrence of the guarantees left the Issuer or any of the guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business;

• the Issuer or any of the guarantors intended to, or believed that the Issuer or such guarantor would, incur debts beyond the Issuer’s or the guarantor’s ability to pay as they mature; or

• the Issuer or any of the guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against the Issuer or the guarantor if, in either case, the judgment is unsatisfied after final judgment.

A court could find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if it did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the exchange notes.

We cannot be certain as to the standards a court would use to determine whether or not the Issuer or the guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the exchange notes or the guarantees would be subordinated to the Issuer’s or any of the guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

If a court were to find that the issuance of the exchange notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the exchange notes or that

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guarantee, could subordinate the exchange notes or that guarantee to presently existing and future debt of the Issuer or of the related guarantor or could require the holders of the exchange notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the exchange notes. Further, the avoidance of the exchange notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the exchange notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of the notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

If a bankruptcy petition were filed by or against us, you may receive a lesser amount for your claim than you would have been entitled to receive under the indenture governing the exchange notes.

If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the exchange notes, your claim for the principal amount of your notes may be limited to an amount equal to the sum of:

• the original issue price for the exchange notes; and

• any amount of interest that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

Accordingly, under these circumstances, you may receive a lesser amount than you would be entitled to under the terms of the indenture governing the exchange notes, even if sufficient funds are available.

We may be unable to repurchase the exchange notes upon a change of control or asset sale, and your right to require us to repurchase your exchange notes in connection with some important corporate events may be limited.

Upon the occurrence of specified kinds of change of control events, we will be required to offer to repurchase all outstanding notes at a price equal to 101% of the principal amount of the exchange notes, together with accrued and unpaid interest, if any, to the date of repurchase. Similarly, under certain circumstances, we may be required to make an offer to repurchase notes if we make certain asset sales. However, some important corporate events, such as leveraged recapitalizations, may not, under the Indenture, constitute a “change of control” that would require us to repurchase the exchange notes, even though those corporate events could increase the level of our debt or otherwise adversely affect our capital structure, credit ratings or the value of the exchange notes. In addition, one of the circumstances under which a change of control may occur is upon the sale or disposition of all or substantially all of our assets. The meaning of the phrase “all or substantially all” will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of “all or substantially all” of our capital stock, membership interests or assets has occurred, in which case, the ability of a holder of the exchange notes to obtain the benefit of an offer to repurchase all of a portion of the exchange notes held by such holder may be impaired.

The source of funds for any purchase of the notes and repayment of borrowings under the New Credit Facility would be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. It is possible, however, that we will not have sufficient funds to make the required repurchase of the notes. If we fail to repurchase notes in that circumstance, we will be in default under the indenture.

Additionally, under the New Credit Facility, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and terminates their commitments to lend.

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Your exercise of your right to require us to repurchase the exchange notes pursuant to a change of control offer or an asset sale offer could also cause a default under the agreements governing our other debt, including future agreements, which could constitute an event of default under the indenture. This could result in the acceleration of our debt under the notes or our New Credit Facility. These factors could have the effect of discouraging certain change of control transactions or asset sales that may be beneficial to us or to you as a holder of the exchange notes.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the exchange notes. Credit ratings are not recommendations to purchase, hold or sell the exchange notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of the exchange notes.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your exchange notes without a substantial discount.

FCC foreign ownership restrictions may prevent foreign note holders from acquiring an equity interest if the right to payment of the exchange notes is ever converted into equity.

The Communications Act and FCC regulations limit the amount of direct and indirect foreign ownership of any entity that holds a broadcast license issued by the FCC. No more than 20%, in the aggregate, of the FCC licensee may be directly owned by foreign owners and no more than 25%, in the aggregate, may be indirectly owned by foreign owners. Although the Communications Act grants the FCC discretion to waive the 25% indirect ownership limit if the public interest would be served, such a waiver is highly unlikely for foreign investments in broadcast entities. In the event that the right to repayment on the exchange notes is converted to an equity interest as a result of a bankruptcy proceeding or otherwise, a noteholder may not be permitted to acquire an equity interest if the noteholder is a foreign entity or owned by one or more foreign entities and the conversion would result in foreign ownership that exceeds these limits. See “Business—Federal Regulation of Radio Broadcasting.”

Many of the covenants in the indenture will not apply if the exchange notes are rated investment grade by both Moody’s and Standard & Poor’s.

Many of the covenants in the indenture will not apply to us if the exchange notes are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default has occurred and is continuing. These covenants restrict, among other things, our ability to pay distributions, incur debt and to enter into certain other transactions. There can be no assurance that the exchange notes will ever be rated investment grade, or that if they are rated investment grade, that the exchange notes will maintain these ratings. Suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the Indenture. See “Description of Notes—Certain Covenants.”

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EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

Under the registration rights agreement, we agreed that we will:

• to file with the SEC within 180 days after the closing of the initial offering and cause use our reasonable best efforts to become effective at the earliest possible time a registration statement relating to offers to exchange the outstanding notes for an issue of SEC-registered notes with terms identical to the outstanding notes (except that the exchange notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below);

• keep the exchange offer open for at least 20 business days after the date we mail notice of such exchange offer to holders; and

• file and use our reasonable best efforts to cause to become effective a shelf registration statement for the resale of outstanding notes in certain circumstances.

We will pay additional interest on the outstanding notes for the periods described below if the exchange offer with respect to the outstanding notes is not completed on or before the date that is 365 days after the issue date of the outstanding notes. If a registration default occurs, the interest rate on the notes will increase by 0.25% per annum for the first 90-day period after such date, and by an additional 0.25% per annum for each subsequent 90-day period until all registration defaults are cured, subject to a maximum additional interest rate of 1.00% per year over the interest rate shown on the cover of this prospectus.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. You may tender some or all of your outstanding notes pursuant to the exchange offer. However, the outstanding notes tendered must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes bear a Series B designation and a different CUSIP number from the outstanding notes;

• the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof;

• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer to which this prospectus relates are terminated; and

• The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

As of the date of this prospectus, there are $220.0 million aggregate principal amount of outstanding notes. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

Holders of outstanding notes do not have any appraisal or dissenters’ rights under the Limited Liability Company Act of the State of Delaware or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder.

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We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly following the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The term “expiration date” means one minute after 11:59 p.m., Eastern Standard Time, on             , 2012, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will make a press release or other public announcement and notify the exchange agent of any extension by oral or written notice, prior to 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., Eastern Standard Time, on the next business day following such decision. Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest on the Exchange Notes

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on June 1, 2012. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on June 1 and December 1.

Procedures for Tendering

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “—Exchange Agent” prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

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To participate in the exchange offer, you will be required to make the following representations to us:

• Any exchange notes to be received by you will be acquired in the ordinary course of your business.

• At the time of the commencement of the exchange offer, you are not engaging in and do not intend to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act.

• At the time of the commencement of the exchange offer, you have no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act.

• You are not our affiliate as defined in Rule 405 promulgated under the Securities Act.

• If you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the exchange notes. We refer to these broker-dealers as participating broker-dealers.

• You are not a broker-dealer tendering outstanding notes directly acquired from us for your own account.

• You are not acting on behalf of any person or entity that could not truthfully make these representations.

• Your tender and our acceptance thereof will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at your election and sole risk. As an alternative to delivery by mail, you may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for you.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Letter to Beneficial Owners” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible guarantor institution (as defined in the letter of transmittal) unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an eligible guarantor institution. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by an eligible guarantor institution.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although

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delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth in this prospectus on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes, provided, however, that, to the extent such waiver includes any condition to tender, we will waive such condition as to all tendering holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes and (1) your outstanding notes are not immediately available, (2) you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) you cannot complete the procedures for book-entry transfer, prior to the expiration date, you may effect a tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth your name and address, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof (or an agent’s message, if applicable) together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by an eligible guarantor institution with the exchange agent; and

• the properly completed and executed letter of transmittal or facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a “Notice of Guaranteed Delivery” will be sent you if you wish to tender your outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date.

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To withdraw a tender of outstanding notes in the exchange offer, you must send either a notice of withdrawal to the exchange agent at its address set forth in this prospectus or you must comply with the appropriate withdrawal procedures of DTC’s ATOP. Any notice of withdrawal must be in writing and:

• specify the name of the person having deposited the outstanding notes to be withdrawn;

• identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

• be signed by you in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

• specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but that are not accepted for exchange will be returned to you without cost to you promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

• any material adverse development has occurred with respect to us or any of our subsidiaries that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

• any law, statute, rule, regulation or interpretation by the staff of the SEC is proposed, adopted or enacted that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer or impair the contemplated benefits of the exchange offer to us; or

• any governmental approval has not been obtained, which failure to obtain, in our judgment, would reasonably be expected to impair consummation of the exchange offer as contemplated by this prospectus.

If we determine, in our reasonable discretion, that any of the conditions exist, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see “—Withdrawal of Tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn.

Exchange Agent

Wilmington Trust, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

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By registered mail or certified mail:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

By regular mail or overnight courier:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

By hand:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

Facsimile transmission (eligible institutions only):

(302) 636-4139, Attention: Sam Hamed

For information or to confirm receipt of facsimile by telephone:

(302) 636-6181

Delivery of the letter of transmittal to an address other than as set forth above or transmission of the letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of the letter of transmittal. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Fees and Expenses

We will bear our expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telephone, in person or by other means by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred by us in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

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Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer.

Consequences of Failure to Exchange

Any outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such outstanding notes may be resold only:

• to us upon redemption thereof or otherwise;

• so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, in connection with which an opinion of counsel reasonably acceptable to us may be required;

• outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act; or

• pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

After completion of the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of any outstanding notes except in limited circumstances with respect to specific types of holders of outstanding notes and we do not intend to register any remaining outstanding notes under the Securities Act.

Resale of the Exchange Notes

With respect to resales of exchange notes, based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder of outstanding notes acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

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USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated by this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus. We will retire or cancel all of the outstanding notes tendered in the exchange offer. The outstanding notes were issued on November 23, 2011 to fund a portion of the Refinancing.

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CAPITALIZATION

The following table sets forth, as of September 30, 2011, after giving effect to the Refinancing, our consolidated cash and cash equivalents and capitalization. You should read the following table in conjunction with “Use of Proceeds” and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010, and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011, incorporated herein by reference.

	As of September 30, 2011
	(dollars in thousands)
Cash and cash equivalents(1)		$    2,869
Long-term debt, including current maturities:
New Credit Facility(2)		406,863
Total senior secured debt		406,863
Outstanding notes (3)		217,078
Other long-term debt(4)		12,738
Total debt		636,679
Total shareholders’ equity(5)		241,101
Total capitalization		$877,780

(1) Amount includes cash remaining after giving effect to the Refinancing and the payment of approximately $20.3 million in initial purchasers’ discount, lenders’ fees and other fees and expenses in connection with the offering of the outstanding notes and the entry into the New Credit Facility.

(2) Represents $406.9 million that would have been outstanding under our New Credit Facility, including our $375.0 million New Term Loan B and a $31.9 million draw under our New Revolver. After giving effect to the Refinancing, we would have had $17.6 million of additional availability under our New Revolver (which includes the impact of an outstanding undrawn letter of credit of $0.6 million). See “Description of Certain Indebtedness—New Credit Facility.”

(3) The face amount of the notes is $220.0 million.

(4) Includes approximately $12.6 million of finance method lease obligations and approximately $0.1 million of other long-term debt.

(5) Assumes for purposes of this analysis that all fees and expenses are capitalized and amortized as part of deferred financing costs.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following description of certain debt we have does not purport to be complete and is qualified in its entirety by reference to the provisions of the various agreements related thereto.

New Credit Facility

Overview

In connection with the consummation of the initial offering, the Issuer, as borrower, entered into the New Credit Facility with Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Book Manager, Credit Suisse Securities (USA) LLC, as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent, Morgan Stanley Senior Funding, Inc., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent, and the other agent banks party thereto. The following is a summary description of certain terms of our New Credit Facility and does not purport to be complete.

The New Credit Facility provides for an aggregate maximum borrowing of $425.0 million under (1) a new revolving credit facility in an aggregate amount of $50.0 million of revolving extensions of credit outstanding at any time (including revolving loans, swingline loans and letters of credit) (the “New Revolver”) and (2) a new Term Loan B, in an aggregate amount of $375.0 million (the “New Term Loan B”). The New Credit Facility also permits us, subject to certain conditions, to raise incremental credit facilities in an amount up to $125.0 million, which facilities would be secured by the same collateral securing the New Credit Facility. After giving effect to the Refinancing, as of September 30, 2011, approximately $375.0 million would have been drawn under the New Term Loan B and approximately $31.9 million would have been drawn under our New Revolver. On the issue date of the outstanding notes, we used $405.0 million in borrowings under the New Credit Facility, together with the proceeds from the sale of the outstanding notes to refinance existing debt, pay related fees and expenses and for general corporate purposes. See also “Use of Proceeds.”

Maturity

The New Revolver has a five-year maturity and the New Term Loan B has a seven-year maturity. The principal amount of the New Term Loan B is amortized in quarterly installments equal to 0.25% of the original principal amount of the New Term Loan B (with the first such payment being due and payable on March 31, 2012). The New Credit Facility permits us to extend the maturity of the term loans and/or revolving credit commitments held by lenders who accept our offers to do so under certain circumstances.

Subject to certain exceptions, the New Credit Facility is subject to mandatory prepayments in amounts equal to:

• 50% of Excess Cash Flow (as defined in the New Credit Facility) subject to stepdowns to (x) 25% of Excess Cash Flow if the Consolidated Leverage Ratio (as defined in the New Credit Facility) is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00 and (y) 0% of Excess Cash Flow if the Consolidated Leverage Ratio is less than or equal to 3.50 to 1.00;

• 100% of all net cash proceeds from sales of property and assets of Parent, Issuer and its restricted subsidiaries (excluding sales of inventory in the ordinary course of business and other exceptions set forth in the New Credit Facility) and subject to reinvestment rights so long as there exists no payment default or event of default;

• 100% of all net cash proceeds from the issuance or incurrence after the closing date of additional debt of Parent, Issuer and its restricted subsidiaries not permitted under the New Credit Facility; and

• 100% of all net cash proceeds of Extraordinary Receipts (as defined in the New Credit Facility) shall be applied, subject in the case of casualty insurance or condemnation proceeds to reinvestment rights.

The mandatory prepayments described above will be applied to the New Credit Facility in the following manner: first, to the next eight scheduled quarterly installments under the New Term Loan B; second, to the remaining scheduled quarterly installments under the New Term Loan B (excluding the final payment due on the maturity date); and, third, to the repayment to be made at maturity.

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Voluntary prepayments and commitment reductions will be permitted in minimum amounts to be agreed.

Guarantors

The Issuer’s obligations under the New Credit Facility are guaranteed by Parent and each of its existing and future direct and indirect domestic (and in certain circumstances, foreign) restricted subsidiaries.

Security

The New Credit Facility is secured by a pledge of substantially all of the capital stock of the Issuer and its domestic (and in certain circumstances, foreign) subsidiaries. In addition, our New Credit Facility is secured by a lien on substantially all of our assets, other than real property.

Interest Rates

The interest rate per annum applicable to the New Credit Facility (other than in respect of swingline loans) is LIBOR plus the applicable margin (as defined in the New Credit Facility) or, at the option of Issuer, the Base Rate (defined as the higher of (x) the Administrative Agent’s prime rate, (y) the federal funds rate plus 0.50% or (z) the one-month LIBOR plus 1.00%) plus the applicable margin; provided, that there is a LIBOR floor of 1.25% with respect to the New Term Loan B. Each swingline loan shall bear interest at the Base Rate plus the applicable margin for Base Rate loans under the New Revolver.

The Issuer may select interest periods of one, two, three or six months for LIBOR loans or, upon consent of all of the lenders under the applicable facility, such other period that is twelve months or less, subject to availability. Interest for LIBOR loans shall be payable at the end of the selected interest period, but no less frequently than every three months after the beginning of such interest period. Interest for Base Rate loans shall be payable on the last day of each fiscal quarter.

During the continuance of any event of default under the New Credit Facility, the applicable margin on obligations owing under the New Credit Facility shall increase by 2% per annum (subject, in all cases other than a default in the payment of principal or other amount when due, to the request of the required lenders).

Fees

We will pay certain recurring fees with respect to the New Credit Facility, including a commitment fee and letter of credit fees. The commitment fee shall be 0.50% per annum and shall be payable on the actual daily unused portions of the New Revolver. Such fee shall be payable quarterly in arrears, commencing on the first quarterly payment date to occur after the closing date. Swingline loans will not be considered utilization of the New Revolver for purposes of this calculation. Letter of credit fees shall be payable on the maximum amount available to be drawn under each letter of credit at a rate per annum equal to the applicable margin from time to time applicable to new revolving credit LIBOR loans. Such fees will be (a) payable quarterly in arrears, commencing on the first quarterly payment date to occur after the closing date, and (b) shared proportionately by the lenders under the New Revolver. In addition, a fronting fee shall be payable to the fronting bank for its own account, in an amount to be mutually agreed.

In addition, in the event we prepay any portion of the New Term Loan B on or prior to the first anniversary of the closing date with the proceeds of any debt having a lower effective yield then the effective yield of the New Term Loan B, we will be required to pay a premium of 1.0% of the principal amount of the New Term Loan B being prepaid.

Covenants

The New Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability to:

• create, incur, assume or suffer to exist additional debt;

• declare or pay dividends, redeem stock or make other distributions to stockholders;

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• make investments;

• create, incur, assume or suffer to exist liens or use certain assets as security in other transactions;

• merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

• engage in transactions with affiliates; and

• sell or transfer assets.

In addition, we are required to maintain a Consolidated Leverage Ratio, declining to certain levels specified in our New Credit Facility, and a Consolidated Interest Coverage Ratio (defined in the New Credit Facility), increasing to certain levels specified in our New Credit Facility. The ratios will be calculated on a consolidated basis for each consecutive four fiscal quarter period.

Events of Default

Events of default under the New Credit Facility include, without limitation, the following: (i) nonpayment of principal, interest, fees or other amounts; (ii) failure to perform or observe covenants set forth in the New Credit Facility within a specified period of time, where customary and appropriate, after such failure; (iii) any representation or warranty proving to have been incorrect when made or confirmed; (iv) cross-default to other debt in an amount to be agreed; (v) bankruptcy and insolvency defaults (with grace period for involuntary proceedings); (vi) inability to pay debts; (vii) monetary judgment defaults in an amount to be agreed; (viii) customary ERISA defaults; (ix) actual or asserted invalidity or material impairment of any loan documentation; (x) failure to comply with certain FCC rules or regulations, including loss of FCC licenses (as finally determined), provided, that in each case such failure or loss is reasonably expected to have a material adverse effect and (xi) change of control.

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DESCRIPTION OF NOTES

Entercom Radio, LLC issued the Outstanding Notes (as defined below) and will issue the Exchange Notes (as defined below) under an indenture dated November 23, 2011 (the “Indenture”) among Entercom Radio, LLC, the Note Guarantors (as defined below) and Wilmington Trust, National Association, as Trustee (the “Trustee”). The terms of the Exchange Notes are substantially identical in all material respects to the Outstanding Notes except that, upon completion of the exchange offer, the Exchange Notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. For purposes of this section of this prospectus, (i) the terms “we,” “us,” “our” or similar terms shall mean Entercom Radio, LLC, and its consolidated subsidiaries, (ii) the term “Issuer” shall mean Entercom Radio, LLC, without any of its subsidiaries, and (iii) the term “Parent” shall mean Entercom Communications Corp., without any of its subsidiaries.

The statements under this caption relating to the Indenture, the Notes (as defined below) and the Guarantees are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture and the Notes. The definitions of certain capitalized terms used in the following summary are set forth below under “—Certain Definitions.” Copies of the Indenture, the Notes and the Registration Rights Agreement are available upon request from the Issuer. We urge you to read these documents carefully because they, and not the following description, govern your rights as a holder of the Notes.

General

We are offering to exchange up to $220,000,000 in aggregate principal amount of the Issuer’s 10 ¹/2% Senior Notes due 2019, Series B (the “Exchange Notes”) for any and all of the Issuer’s 10 ¹/2% Senior Notes due 2019, Series A (the “Outstanding Notes”). The Notes will mature on December 1, 2019. The Issuer may issue additional notes under the Indenture (the “Additional Notes”) subject to the limitations described below under the covenant “—Limitation on Incurrence of Debt and Issuance of Preferred Interests,” and provided that if the Additional Notes are not fungible for U.S. federal income tax purposes, they will have a different CUSIP. The Outstanding Notes, the Exchange Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, and, except as otherwise specified herein, all references to the “Notes” include the Outstanding Notes, the Exchange Notes and any Additional Notes.

The Notes will mature on December 1, 2019. Interest on the Notes is payable at a rate of 10 ¹/2% per annum semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2012. The Issuer will make each interest payment to the Holders of record of the Notes on the immediately preceding May 15 and November 15. 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 and including the Issue Date. Interest will be calculated based on a 360-day year consisting of twelve months of 30 days. Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement as described under “Exchange Offer; Registration Rights.” All references in the Indenture and this “Description of Notes,” in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest required to be paid pursuant to the Registration Rights Agreement.

Principal of, premium, if any, and interest on the Notes is payable, and the Notes will be transferable, at the office or agency of the Issuer maintained for such purposes, which, initially, will be the corporate trust office of the Trustee or an agent thereof; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the Person entitled thereto as shown on the security register. The Notes have been issued only in fully registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

Guarantees

The Notes and the Issuer’s Obligations under the Indenture are guaranteed (the “Note Guarantees”), on a joint and several basis, by the Parent and the Subsidiary Guarantors (together, the Parent and Subsidiary Guarantors,

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the “Note Guarantors”). The Note Guarantees (other than the Note Guarantees of the License Subsidiaries) are the senior unsecured obligations of each Note Guarantor and rank equal with all existing and future senior Debt of such Note Guarantor and senior to all subordinated Debt of such Note Guarantor. The Note Guarantees of the License Subsidiaries are senior subordinated unsecured obligations of each such License Subsidiary and rank equal with all existing and future senior subordinated Debt of such License Subsidiary, senior to all subordinated Debt of such License Subsidiary and are subordinated in right of payment to all existing and future senior Debt of such License Subsidiary, including the guarantee by such License Subsidiary of the Issuer’s New Credit Facility, which guarantee is made on a senior unsecured basis. The obligations of a Note Guarantor under its Note Guarantee are limited to the maximum amount as will result in the obligations of such Note Guarantor under the Note Guarantee not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law. This provision may not be effective to protect the Note Guarantees from being voided under fraudulent transfer law, or may eliminate the Note Guarantor’s obligations or reduce such obligations to an amount that effectively makes the Guarantee worthless. In a recent Florida bankruptcy case, a similar provision was found to be ineffective to protect the guarantees.

The Indenture requires each of the Issuer’s existing and future Restricted Subsidiaries that is a domestic Subsidiary and guarantees the Issuer’s debt under the New Credit Facility to be a Note Guarantor.

As of the date of the Indenture, all of the Issuer’s Subsidiaries are “Restricted Subsidiaries.” The Indenture also requires that each of the Issuer’s License Subsidiaries that incurs any Indebtedness, other than guarantees of Obligations under the New Credit Facility, also be a Subsidiary Guarantor of the Notes.

Under the circumstances described below under the subheading “—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries,” any of our Subsidiaries may be designated as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes. Claims of creditors of non-guarantor Subsidiaries, including trade creditors, and claims of minority stockholders (other than the Issuer and the Note Guarantors) of those Subsidiaries will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer and the Note Guarantors, including holders of the Notes.

The Indenture provides that the Note Guarantee of a Note Guarantor is automatically and unconditionally released:

(a) in the event of a sale or other transfer (including by way of consolidation or merger) of Capital Interests in such Note Guarantor following which the Guarantor ceases to be a Restricted Subsidiary or the sale of all or substantially all of the assets of such Note Guarantor in compliance with the terms of the Indenture;

(b) upon the release or discharge of the guarantee by such Note Guarantor with respect to the New Credit Facility;

(c) upon the designation of such Note Guarantor as an Unrestricted Subsidiary in compliance with the provisions described under the subheading “—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries”; or

(d) in connection with a legal defeasance or covenant defeasance of the Indenture or upon satisfaction and discharge of the Indenture.

Ranking

Ranking of the Notes and Note Guarantees

The Notes are senior unsecured obligations of the Issuer and are:

• equal in right of payment with all existing and future senior Debt of the Issuer;

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• unconditionally guaranteed on a senior unsecured basis by the Parent and each Restricted Subsidiary that guarantees Debt under the New Credit Facility (other than the Issuer’s License Subsidiaries);

• unconditionally guaranteed on a senior subordinated unsecured basis by each License Subsidiary that guarantees Debt under the New Credit Facility or that Incurs or guarantees certain other Debt;

• senior in right of payment to any future subordinated Debt of the Issuer;

• subordinated in right of payment to any senior Debt of any License Subsidiaries of the Issuer, to the extent of the amount of such Debt, under the New Credit Facility (which is guaranteed by such License Subsidiaries on a senior unsecured basis);

• effectively junior to any secured Obligations of the Issuer (including obligations under the New Credit Facility) to the extent of the value of the assets securing such Debt; and

• structurally junior to any Debt or Obligations of any Subsidiaries of the Issuer that are not Subsidiary Guarantors.

The Notes are effectively subordinated in right of payment to all of the Issuer’s and each Note Guarantor’s existing and future Secured Debt to the extent of the value of the assets securing such Debt. As of September 30, 2011, after giving effect to the Refinancing, the Issuer would have had approximately $636.7 million of total debt outstanding (including the notes), none of which would have been subordinated to the notes; the Issuer would have had approximately $406.9 million of secured debt outstanding (including borrowings under our New Credit Facility, but excluding additional availability of $17.6 million under our New Credit Facility, which includes the impact on revolver availability of an outstanding undrawn letter of credit of $0.6 million, all of which would be secured if borrowed), to which the notes and guarantees would have been effectively subordinated to the extent of the value of the collateral securing such debt.

Sinking Fund

There are no mandatory sinking fund payment obligations with respect to the Notes.

Optional Redemption

The Notes may be redeemed, in whole or in part, at any time prior to December 1, 2015, at the option of the Issuer, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

In addition, all or a part of the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after December 1, 2015, upon not less than 30 nor more than 60 days’ notice at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the twelve-month period beginning on December 1 of the years indicated:

Year	Redemption     Price
2015		105.250%
2016		102.625%
2017 and thereafter		100.00%

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In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to December 1, 2014, the Issuer may, with the net proceeds of one or more Equity Offerings, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) at a redemption price equal to 110.5% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided, that at least 65.0% of the principal amount of Notes (including any Additional Notes) outstanding at the time that any notes are first redeemed pursuant to this paragraph remains outstanding immediately after the occurrence of any such redemption (excluding the Notes held by the Parent, the Issuer or any Subsidiary) and that any such redemption occurs within 90 days of the date of the closing of any such Equity Offering.

If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem fair and appropriate (subject to the Depository Trust Company’s procedures as applicable).

No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail (and, to the extent permitted by applicable procedures or regulations, electronically) at least 30 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

The Issuer, any Restricted Subsidiary and any of the Issuer’s direct or indirect parent companies, including Parent, may at any time, and from time to time, purchase Notes in the open market or otherwise subject to compliance with applicable securities laws.

Change of Control

The Notes provide that if a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “—Optional Redemption,” the Issuer will make an Offer to Purchase all of the Notes pursuant to the offer described below at the Purchase Price. Within 30 days following the consummation of any Change of Control, the Issuer will deliver notice of such Offer to Purchase, with a copy to the Trustee, to each Holder in accordance with the procedures of DTC describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes for the Purchase Price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice. If such notice is delivered prior to the occurrence of a Change of Control, such notice shall state that the Offer to Purchase is conditional on the occurrence of such Change of Control.

On the date specified in the notice for the payment of the Purchase Price, the Issuer will, to the extent permitted by law,

(1)        accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Offer to Purchase;

(2)        deposit with the Paying Agent an amount equal to the aggregate Purchase Price in respect of all Notes or portions thereof so tendered; and

(3)        deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted.

The Paying Agent will promptly deliver to each Holder the Purchase Price for any such Notes properly tendered, and the Trustee will cause to be transferred by book entry (or promptly authenticate and deliver in the case of certificated Notes) 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 will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the Offer to Purchase on or as soon as practicable after the Expiration Date.

The New Credit Facility prohibits, and future credit agreements or other agreements to which the Issuer becomes a party, may prohibit or limit, the Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the Issuer

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could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

The New Credit Facility provides, and future credit agreements or other agreements to which we become a party, may provide, that certain change of control events (including a Change of Control under the Indenture) would constitute a default thereunder. If a Change of Control triggers a default under our New Credit Facility, we could seek a waiver of such default or seek to refinance our New Credit Facility. In the event we do not obtain such a waiver or refinance our New Credit Facility, such default could result in amounts outstanding under our New Credit Facility being declared due and payable.

The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. Subject to the limitations discussed below, we could enter into certain transactions, including acquisitions, refinancings or recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional indebtedness are contained in the covenant described under “—Certain Covenants—Limitation on Incurrence of Debt and Issuance of Preferred Interests.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenant, however, the Indenture does not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction. The provisions under the Indenture relating to the Issuer’s obligation to make an Offer to Purchase as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

The Issuer will not be required to make an Offer to Purchase following a Change of Control if a third party, including the Parent, makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase. Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Parent or the Issuer and their respective Subsidiaries, taken as a whole, to any Person other than to a Note Guarantor. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the applicable Person. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Issuer to make an offer to repurchase the Notes as described above.

In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

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Certain Covenants

Set forth below are certain covenants contained in the Indenture:

Suspension of Covenants

Following the first day on which:

(a)        the Notes have an Investment Grade Rating from both of the Rating Agencies, and

(b)        no Default has occurred and is continuing under the Indenture,

the Issuer and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the following headings (collectively, the “Suspended Covenants”):

•     “—Limitation on Incurrence of Debt and Issuance of Preferred Interests,”

•     “—Limitation on Restricted Payments,”

•     “—Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries,”

•     “—Limitation on Asset Sales,”

•     “—Limitation on Transactions with Affiliates,” and

•     clause (iii) of the first paragraph of “—Consolidation, Merger, Conveyance, Transfer or Lease.”

On any date on which the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will be immediately reinstated as if such covenants had never been suspended (such date, the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating and no Default or Event of Default is in existence). The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

On the Reinstatement Date, all Debt incurred during the Suspension Period will be classified by the Issuer to have been incurred pursuant to clause (iv) of the definition of “Permitted Debt,” provided, that all Debt outstanding on the Reinstatement date under any Credit Agreement shall be deemed Incurred under clause (i) of the definition of “Permitted Debt” (up to the maximum amount of such Debt permitted by such clause and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date).

On the Reinstatement Date, all Restricted Payments made during the Suspension Period will be classified as having been made pursuant to the first paragraph of the “—Limitation on Restricted Payments” covenant or, at the Issuer’s option, any of the clauses of the second paragraph thereof or of the definition of “Permitted Investments.” Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of the “—Limitation on Restricted Payments” covenant or, if applicable, such clauses of the second paragraph thereof. For purposes of determining compliance with the covenant described under “—Limitation on Asset Sales,” the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reinstatement Date.

No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Registration Rights Agreement, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of the Note Guarantors shall bear any liability for, any actions taken or events occurring during, the Suspension Period (or (i) upon termination thereof or (ii) thereafter, in each case based solely upon events that occurred during the Suspension Period, including, any actions taken at any time pursuant to any contractual obligation arising or entered into prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period).

During any period when the Suspended Covenants are suspended, the Board of Directors of the Issuer may designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries; provided, that at the time of such designation, the Issuer would be permitted to designate such Subsidiary to be an Unrestricted Subsidiary under the covenant described under “—Limitation on Creation of Unrestricted Subsidiaries” as if the “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” and “—Limitation on Restricted Payments” covenants had been in effect throughout the Suspension Period.

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There can be no assurance that the Notes will ever achieve an Investment Grade Rating, or if achieved, that such Investment Grade Rating will be maintained.

The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Period or Reinstatement Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of any covenant suspension or Reinstatement Date.

Limitation on Incurrence of Debt and Issuance of Preferred Interests

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt) and the Issuer will not permit any of its Restricted Subsidiaries to issue any Preferred Interests; provided, that the Issuer and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) and any of its Restricted Subsidiaries that is a Note Guarantor may issue Preferred Interests if, immediately after giving effect to the Incurrence of such Debt or the issuance of such Preferred Interests and the receipt and application of the proceeds therefrom, (a) the Consolidated Total Debt Ratio would be less than or equal to 6.5 to 1.0 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

Notwithstanding the first paragraph above, the Issuer and its Restricted Subsidiaries may Incur Permitted Debt.

For purposes of determining compliance with this “Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant, (x) Debt outstanding under the New Credit Facility on the Issue Date shall be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (z) except as provided above, in the event that an item of Debt or Preferred Interests meets the criteria of more than one of the types of Debt or Preferred Interests described above, including categories of Permitted Debt and the first paragraph of this “Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant, the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt or Preferred Interests (including in more than one of the types of such Debt or Preferred Interests described above or in the definition of “Permitted Debt”).

The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of the Indenture.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Debt is Refinancing Debt.

The principal amount of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing.

The Issuer and any Subsidiary Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided, that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

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Limitation on Restricted Payments

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

(a)        no Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

(b)        after giving effect to such Restricted Payment on a pro forma basis, the Issuer would be permitted to Incur at least $1.00 of additional Debt pursuant to the provisions described in the first paragraph under the “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant; and

(c)        after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (including Restricted Payments permitted by clauses (i) and (xi) of the next succeeding paragraph but excluding all other Restricted Payments permitted by the next succeeding paragraph), shall not exceed the sum (without duplication) of:

(1)        100.0% of EBITDA (or if EBITDA shall be a deficit, 100.0% of such deficit) of the Issuer for the period (taken as one accounting period) from the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment less the product of 1.4 times the Issuer’s Fixed Charges for the same period; plus

(2)        100.0% of the aggregate net proceeds (cash plus the Fair Market Value of property other than cash) received by the Issuer subsequent to the initial issuance of the Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Issuer, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Qualified Capital Interests or Debt sold to a Subsidiary of the Issuer), but excluding in each case the net proceeds received from the sale of (x) Capital Interests solely to the extent such amounts have been applied to Restricted Payments made in accordance with clauses (ii), (iii)(y) or (iv) of the next succeeding paragraph and (y) Designated Preferred Interests; plus

(3)        100.0% of the amount by which Debt of the Issuer is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Issue Date of the Notes of any Debt of the Issuer for Qualified Capital Interests (other than Designated Preferred Interests) of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange); plus

(4)        100.0% of the net reduction in Investments (other than Permitted Investments), subsequent to the Issue Date, resulting from (x) payments of interest on Debt, dividends, distributions, repayments of loans or advances (but only to the extent such interest, dividends, distributions or repayments were made in cash), in each case to the Issuer or any Restricted Subsidiary from any Person (including, without limitation, an Unrestricted Subsidiary); plus

(5)        100.0% of the aggregate net proceeds (cash plus the Fair Market Value of marketable property other than cash) received by the Issuer from:

(a)         the sale or other disposition (other than to the Issuer or to a Restricted Subsidiary) of Investments (other than Permitted Investments) made by the Issuer or any Restricted Subsidiary and releases of guarantees that constitute Investments (other than Permitted Investments) by the Issuers or any Restricted Subsidiary, in any case after the Issue Date; or

(b)        the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the amount of the Investment in such Unrestricted Subsidiary by the Issuer and its Restricted Subsidiaries made pursuant to clause (x) of the next paragraph or to the extent such Investment constituted a Permitted Investment); plus

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(6)        in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary (other than to the extent the amount of the Investment in such Unrestricted Subsidiary by the Issuer and its Restricted Subsidiaries made pursuant to clause (x) of the next paragraph or to the extent such Investment constituted a Permitted Investment).

Notwithstanding the foregoing provisions, the Issuer and its Restricted Subsidiaries may take the following actions; provided, that, in the case of clause (x) immediately after giving effect to such action, no Event of Default has occurred and is continuing:

(i)          the payment of any dividend or other distribution on Capital Interests in the Issuer or a Restricted Subsidiary within 60 days after declaration thereof if at the declaration date such payment would not have been prohibited by the foregoing provisions of this covenant;

(ii)         the retirement of any Qualified Capital Interests of the Issuer by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of other Qualified Capital Interests of the Issuer;

(iii)        the redemption, defeasance, repurchase or acquisition or retirement for value of any Subordinated Debt of the Issuer or a Note Guarantor out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Issuer) of (x) new Subordinated Debt of the Issuer or such Note Guarantor, as the case may be, Incurred in accordance with the Indenture or (y) of Qualified Capital Interests of the Issuer;

(iv)        the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Issuer or any of its direct or indirect parent companies, including Parent, held by employees, officers or directors or by former employees, officers or directors of the Issuer or any of its direct or indirect parent companies, including Parent, or any Restricted Subsidiary (or their estates or beneficiaries under their estates) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed $5.0 million in any calendar year; provided, that any unused amounts in any calendar year may be carried forward to one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (iv) may not exceed $10.0 million in any calendar year;

(v)         repurchase (including cash payments in respect of such repurchase) of Capital Interests (or the declaration and payment of distributions or dividends or the making of loans, in each case, to any direct or indirect parent of the Issuer, including Parent, to fund such repurchase): (a) deemed to occur upon the exercise of, or in connection with the exercise of, stock options, warrants or other convertible or exchangeable securities; (b) deemed to occur in connection with the vesting of equity compensation in order to satisfy related tax withholding obligations; or (c) in connection with making cash payments in lieu of fractional shares; provided, in each case, that any such cash payments shall not be for the purpose of circumventing the limitation of the covenant described under this subheading (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer, including Parent);

(vi)        the prepayment of intercompany Debt, the Incurrence of which was permitted pursuant to the covenant described under “—Limitation on Incurrence of Debt and Issuance of Preferred Interests”;

(vii)       the declaration and payment of dividends to holders of any class or series of Redeemable Capital Interests of the Issuer or any Restricted Subsidiary issued or Incurred in compliance with the covenant described above under “—Limitation on Incurrence of Debt and Issuance of Preferred Interests”;

(viii)      (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Interests issued by the Issuer after the Issue Date or (b) the declaration and payment of dividends to any direct or indirect parent company of the Issuer, including Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Interests of such parent issued after the Issue Date; provided, that (x) the aggregate amount of dividends paid pursuant to clauses (a) and (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Interests, and (y) in the case of each of (a) and (b) of this clause (viii), that for the most recently ended Four Quarter Period for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Interests or the declaration of such dividends on such Designated Preferred Interests, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and the Restricted Subsidiaries on a consolidated basis would have had a Consolidated Total Debt Ratio of less than 6.5 to 1.0;

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(ix)       upon the occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any Subordinated Debt pursuant to provisions substantially similar to those described under “—Change of Control” and “—Limitation on Asset Sales” at the Purchase Price (in the case of a Change of Control) or at a percentage of the principal amount thereof not higher than 100.0% of the principal amount thereof (in the case of an Asset Sale), plus any accrued and unpaid interest thereon; provided, that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Issuer has made an Offer to Purchase with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection therewith;

(x)        other Restricted Payments not in excess of $30.0 million in the aggregate;

(xi)       the repurchase, redemption or other acquisition or retirement for value of any Subordinated Debt pursuant to the provisions similar to those described under the captions “Change of Control” and “—Limitation on Asset Sales”; provided, that all Notes tendered by Holders in connection with an Offer to Purchase upon a Change of Control or an Asset Sale, as applicable, have been repurchased, redeemed or acquired for value;

(xii)      the declaration and payment of distributions or dividends, as applicable, by the Issuer or its Restricted Subsidiaries to, or the making of loans to, any direct or indirect parent, including Parent, in amounts required for any such direct or indirect parents to pay, in each case without duplication,

(a)        franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b)        federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and/or its Restricted Subsidiaries, as applicable (and, to the extent of the amount actually received by the Issuer (or its Restricted Subsidiaries) from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries); provided, that the amount of such distributions or dividends (plus any taxes payable directly by the Issuer or its Restricted Subsidiaries) does not exceed the amount of such taxes that would have been payable directly by the Issuer and/or its Restricted Subsidiaries (and its Unrestricted Subsidiaries to the extent described above) had the Issuer been the common parent of a separate tax group that included only the Issuer and its Restricted Subsidiaries (and its Unrestricted Subsidiaries to the extent described above);

(c)        customary salary, bonus, indemnification obligations and other benefits payable to directors, officers and employees of any direct or indirect parent company of the Issuer, including Parent, to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d)        general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer, including Parent, including, without limitation, amounts due or payable under Station Contracts to the extent such fees, expenses, salaries, bonuses, indemnification obligations, other benefits and corporate overhead expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(e)        payments relating to the settlement of, and expenses relating to, legal or administrative proceedings of the Issuer, any Restricted Subsidiary or any direct or indirect parent company of the Issuer, including Parent, that are unsecured, in an amount not to exceed $10.0 million in the aggregate; provided, that Issuer or any Restricted Subsidiary may pay amounts in excess of $10.0 million so long as there exists no Default prior to and/or after giving effect to each such payment; provided further, that such payments may only be paid so that such funds can be used to make payments relating to the settlement of and expenses relating to, legal or administrative proceedings of the Issuer, any Restricted Subsidiary or any direct or indirect parent company of the Issuer, including Parent, that are uninsured.

(xiii)     the payment of dividends, other distributions and other amounts by the Issuer to, or the making of loans to, any direct or indirect parent of the Issuer, including Parent, in the amount required for such parent to, if

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applicable, pay amounts equal to amounts required for any direct or indirect parent of the Issuer, including Parent, if applicable, to pay interest and/or principal (including AHYDO Catch Up Payments) on Debt the proceeds of which have been permanently contributed to the Issuer or any Restricted Subsidiary; provided, that (w) such Debt is considered Debt of the Issuer or its Restricted Subsidiaries incurred in accordance with the covenant described under the caption “—Limitation on Incurrence of Debt and Issuance of Preferred Interests,” (x) the proceeds contributed to the Issuer or such Restricted Subsidiaries shall not increase amounts available for Restricted Payments pursuant to clause (c) of the first paragraph of this “Limitation on Restricted Payments” covenant, (y) the aggregate amount of such dividends, other distributions and other amounts paid by the Issuer, together with any other payments in respect of such Debt, shall not exceed the amount of cash actually contributed to the Issuer and its Restricted Subsidiaries from the net proceeds of such Debt and (z) such dividends, other distributions and other amounts paid by the Issuer are included in the definition of “Fixed Charges.”

For purposes of the covenant described above, if any Investment or Restricted Payment could be permitted pursuant to one or more provisions described above (including the first paragraph of this subsection) and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuer may classify in one or more tranches such Investment or Restricted Payment in any manner that complies with this covenant and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with the Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this “Limitation on Restricted Payments” covenant, or clause (x) above, in each case to the extent such Investments would otherwise be so counted.

If the Issuer or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with the “—Limitation on Asset Sales” covenant, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this “Limitation on Restricted Payments” covenant, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this “Limitation on Restricted Payments” covenant.

For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

Limitation on Liens

The Issuer will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Lien of any kind on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, in each case, that secures obligations under any Debt or any related Guarantee, except:

(1)          Permitted Liens;

(2)          Liens securing Subordinated Debt, if the Notes and related Guarantees are secured by a Lien on such assets or property, or income or profits therefrom, that is senior in priority to such Liens; or

(3)          any other Lien, if the Notes or the Guarantees are secured by a Lien on such assets or property, or income or profits therefrom, that is equal with or senior in priority to such Liens.

The foregoing shall not apply to Liens securing the Notes and the related Guarantees.

Any Lien created for the benefit of the Holders pursuant to the first paragraph of this covenant shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien that gave rise to the obligation to so secure the Notes.

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Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests to the Issuer or any Restricted Subsidiary or pay any Debt or other obligation owed to the Issuer or any Restricted Subsidiary, (ii) make loans or advances to the Issuer or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Issuer or any Restricted Subsidiary.

However, the restrictions in the preceding paragraph will not apply to the following encumbrances or restrictions existing under or by reason of:

(a)         any encumbrance or restriction in existence on the Issue Date, including those required by the New Credit Facility, or any future Debt incurred in compliance with the New Credit Facility (so long as such restrictions are not materially more restrictive, taken as a whole, than the New Credit Facility), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings thereof; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Issuer, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or refinancings thereof;

(b)         any encumbrance or restriction pursuant to an agreement or other instrument relating to an acquisition of property or purchase money obligations in connection with any such acquisitions, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);

(c)         any encumbrance or restriction which exists with respect to a Person or its Subsidiaries that becomes a Restricted Subsidiary after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(d)         customary provisions restricting subletting or assignment of any lease, sublease, license, sublicense or other agreement of the Issuer or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(e)         any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

(f)          any encumbrance or restriction by reason of applicable law or applicable rule, regulation or order;

(g)         any encumbrance or restriction under the Indenture, the Notes and the Note Guarantees;

(h)         restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i)          provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(j)          any instrument governing Debt or Capital Interests of a Person acquired by the Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition, merger, consolidation or amalgamation (except to the extent such Debt or Capital Interests were incurred in connection with or in contemplation 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;

(k)         Liens securing Debt otherwise permitted to be incurred under the Indenture, including the provisions of the covenant described above under the caption “—Limitation on Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(l)          customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by the Indenture, which limitation is applicable only to the assets (including Capital Interests of Subsidiaries) that are the subject of such agreements;

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(m)        any such encumbrance or restriction of the type referred in clauses (i) through (iii) of the first paragraph of this covenant imposed by any permitted amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided, that any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances and restrictions taken as a whole than those in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(n)        restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and, as determined by management of the Issuer in its reasonable and good faith judgment, will not materially impair the Issuer’s ability to make payments required under the Notes.

Limitation on Asset Sales

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)        the Issuer (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 Capital Interests issued or sold or otherwise disposed of; and

(2)        except in the case of any Permitted Asset Swap, at least 75.0% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)        any liabilities, as shown on the most recent consolidated balance sheet of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes), or any Note Guarantee assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Issuer or such Restricted Subsidiary from further liability;

(b)        any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 365 days of their receipt to the extent of the cash received in that conversion; and

(c)        any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (when taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that does not exceed the greater of (i) $25.0 million and (ii) 2.5% of Total Assets at time of receipt of such Designated Non-cash Consideration being measured at the time it was received and without giving effect to subsequent changes in value.

Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:

(1)        to reduce or repay (a) Obligations under the New Credit Facility (and if such Obligations are revolving credit Obligations, to correspondingly reduce commitments with respect thereto), (b) Obligations under Debt (other than the New Credit Facility and Subordinated Debt) of the Issuer or any Subsidiary that is a Note Guarantor that is secured by a Lien, which Lien is permitted by the Indenture (and if such Obligations are revolving credit Obligations, to correspondingly reduce commitments with respect thereto) or (c) Obligations under other Debt (other than Subordinated Debt) of the Issuer or any Subsidiary that is a Note Guarantor (and if such Obligations are revolving credit Obligations, to correspondingly reduce commitments with respect thereto); provided, that, to the extent the Issuer reduces Obligations under the Debt described in clause (c), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under “—Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in the succeeding paragraph for an Offer to Purchase) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

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(2)        to acquire assets constituting, or any Capital Interests of a Person owning, a Permitted Business or Related Business Assets, in each case, if, after giving effect to any such acquisition, such assets or Capital Interests are owned by the Issuer or a Restricted Subsidiary or the Person owning such Permitted Business or Related Business Assets is or becomes a Restricted Subsidiary of the Issuer;

(3)        (i) to make a capital expenditure in or that is used or useful in a Permitted Business or Related Business Assets or (ii) to make expenditures for maintenance, repair or improvement of existing properties and assets, in each case, of the Issuer or a Restricted Subsidiary;

(4)        to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5)        any combination of the foregoing,

provided, that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Cash Proceeds in accordance with the requirements of clause (2), (3) or (4), or any combination thereof, of this paragraph, such 365-day period will be extended up to an additional 180 days with respect to the amount of Net Cash Proceeds so committed (an “Acceptable Commitment”). Pending the final application of any Net Cash Proceeds, the Issuer may temporarily reduce borrowings under any Credit Agreement or otherwise temporarily invest such Net Cash Proceeds in any manner not prohibited by the Indenture.

Subject to the next succeeding paragraph, any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million (it being understood that the Issuer may, in its sole discretion, make an Offer to Purchase pursuant to this covenant prior to (i) the time that the aggregate amount of Excess Proceeds exceeds $15.0 million and/or (ii) the end of the 365-day reinvestment period or any extension thereof permitted under this covenant), within 30 days thereof, the Issuer will make an Offer to Purchase to all Holders of Notes or, in the case of any other Net Cash Proceeds, to all holders of other Debt ranking pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to asset sales, in each case, equal to the Excess Proceeds. The offer price in any Offer to Purchase will be equal to 100.0% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes or Notes and other pari passu Debt (in the case of any other Net Cash Proceeds) tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Issuer or, at the request of the Issuer, the Trustee will select the Notes and the Issuer or its agent shall select the other pari passu Debt, as the case may be, to be purchased on a pro rata basis, subject to adjustments so that no Notes or other pari passu Debt is selected and repurchased in part in an unauthorized denomination. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

Limitation on Transactions with Affiliates

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, 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 or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $2.0 million, unless:

(i)        such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm’s-length transaction by the Issuer or such Restricted Subsidiary with an unaffiliated party; and

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(ii)        with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; and

(iii)        with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Issuer must obtain and deliver to the Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Issuer and its Restricted Subsidiaries or are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

The foregoing limitation does not limit, and shall not apply to:

(1)        Restricted Payments that are permitted by the provisions of the Indenture described above under “—Limitation on Restricted Payments” and Permitted Investments;

(2)        the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Parent, the Issuer or a Restricted Subsidiary;

(3)        payments of loans or cancellation of loans (and any related agreement, plan or arrangement) relating to compensation, fees and other benefits (including retirement, health, option, deferred compensation, employment, stock option, bonus and other benefit plans) and indemnities to officers, employees and consultants of, the Issuer, any direct or indirect parent company of the Issuer, including Parent, or any Restricted Subsidiary, in each case, in the ordinary course of business and approved by the Issuer in good faith;

(4)        transactions between or among the Issuer and/or its Restricted Subsidiaries;

(5)        the issuance of Capital Interests (other than Redeemable Capital Interests) of the Issuer otherwise permitted under the Indenture and the granting of registration and other customary rights in connection therewith;

(6)        any agreement or arrangement as in effect on the Issue Date and any amendment, extension or modification thereto (so long as such amendment, extension or modification is not materially more disadvantageous to the holders of the Notes when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7)        any transaction in which the Issuer or a Restricted Subsidiary, as the case may be, delivers to the Trustee a written opinion from an Independent Financial Advisor to the effect that the terms of such transaction are fair, from a financial point of view, to the Issuer or the relevant Restricted Subsidiary or are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer;

(8)        any contribution of capital to the Issuer;

(9)        arm’s-length transactions between the Issuer and/or its Restricted Subsidiaries and any direct or indirect parent company of the Issuer, including Parent, with respect to Station Contracts or the licensing of intellectual property, in each case, in the ordinary course of business;

(10)        Investments in or transactions with a joint venture that is an Affiliate solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person entered into in the ordinary course of business and permitted by the covenant under the caption “—Limitation on Restricted Payments”;

(11)        pledges of Capital Interests of Unrestricted Subsidiaries;

(12)        transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, a Capital Interest in, or controls, such Person;

(13)        any transaction permitted by the covenant under the caption “—Consolidation, Merger, Conveyance, Transfer or Lease”; and

(14)        transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and which, in the good faith judgment of the Issuer, are fair to the Issuer or such Restricted Subsidiary, as the case may be, or are on terms at least as favorable as those that would have been obtained at such time in a comparable arm’s length transaction with a Person that is not an Affiliate of the Issuer.

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Limitation on Activities of License Subsidiaries

If at any time a License Subsidiary does not Guarantee the Notes on a senior unsecured basis, such License Subsidiary shall not (i) incur any Debt other than (x) guarantees of Obligations under the New Credit Facility on a senior unsecured basis and (y) other Debt (other than Subordinated Debt) not to exceed, when aggregated with all other Debt (other than Subordinated Debt) incurred pursuant to this clause (y) by all other License Subsidiaries, $250,000 or (ii) create, incur, assume or suffer to exist any Liens upon any of its assets or property, income or profits therefrom, whether now owned or hereafter acquired, except Permitted Liens.

Provision of Financial Information

Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will, subject to the second succeeding paragraph, file with the SEC, within the time periods specified in the SEC’s rules and regulations that would then be applicable to the Issuer:

(1)        all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and

(2)        all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the consolidated financial statements of the Issuer by the certified independent accountants of the Issuer.

If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such filings. If the SEC will not accept the filings of the Issuer for any reason, the Issuer will make available the reports referred to in the preceding paragraphs to the Trustee and the Holders within the time periods that would apply if the Issuer were required to file those reports with the SEC.

In addition, unless the Issuer has filed the reports referred to in the preceding paragraph with the SEC, the Issuer will furnish to the Holders of Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Parent may satisfy the obligations of the Issuer set forth above; provided, that (i) the information filed with the SEC or made available to Holders pursuant to this covenant shall include consolidated financial statements for the Parent, the Issuer, and its Subsidiaries and (ii) Parent does not have independent assets or operations separate from its investment, directly or indirectly, in the Issuer.

Additional Note Guarantees

On the Issue Date, each of the Note Guarantors will guarantee the Notes in the manner and on the terms set forth in the Indenture.

After the Issue Date, the Issuer will cause each of its domestic Restricted Subsidiaries that guarantees any Obligations under the New Credit Facility to guarantee the Notes and the Issuer’s other obligations under the Indenture on a senior unsecured basis, other than the Issuer’s License Subsidiaries, which will guarantee the Notes on a senior subordinated unsecured basis, except as otherwise set forth below.

After the Issue Date, the Issuer will cause each of its License Subsidiaries that incurs any Indebtedness other than its senior unsecured guarantees of Obligations under the New Credit Facility and except as set forth under “Limitation on Activities of License Subsidiaries” to be a Subsidiary Guarantor of the Notes on a senior unsecured basis.

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After the Issue Date, each future direct or indirect parent of the Issuer that is a subsidiary of the Parent shall be required to guarantee the Notes and the Issuer’s other obligations under the Indenture, if such future direct or indirect parent of the Issuer that is a subsidiary of the Parent guarantees Obligations under the New Credit Facility.

Each Note Guarantee by a Note Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See “Risk Factors—Risks Related to the Notes and Our Debt—Federal and state fraudulent transfer laws may permit a court to void the notes and/or the guarantees, and if that occurs, you may not receive any payments on the notes.”

Limitation on Creation of Unrestricted Subsidiaries

The Issuer may create or designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

“Unrestricted Subsidiary” means:

(1)        any Subsidiary designated as such by the Issuer as set forth below; and

(2)        any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary to be an Unrestricted Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Issuer; provided, that (x) the Issuer could make a Restricted Payment and/or Permitted Investment in one or more tranches in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to the “—Limitation on Restricted Payments” covenant and such amount is thereafter treated as a Restricted Payment or Permitted Investment for the purpose of calculating the amount available in connection with such covenant, (y) each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries, has not at the time of designation, and does not thereafter, create, Incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Debt pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary and (z) such designation would not cause a Default or Event of Default.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the “—Limitation on Liens” covenant. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Consolidation, Merger, Conveyance, Transfer or Lease Transactions Involving the Issuer

The Issuer will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Issuer in which the Issuer is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

(i)        either: (a) the Issuer shall be the continuing Person or (b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Issuer (such Person, the “Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Issuer under the Indenture;

(ii)        immediately after such transaction or series of transactions, no Default or Event of Default exists that shall not have been cured or waived;

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(iii)        immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, either (a) the Issuer (or the Surviving Entity if the Issuer is not continuing) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of the “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant or (b) the Consolidated Total Debt Ratio of the Issuer (or the Surviving Entity if the Issuer is not continuing) would be no greater than immediately prior to such transaction or series of transactions; and

(iv)        the Issuer delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture.

The preceding clauses (ii), (iii) and (iv) will not apply to:

(a)        a merger between the Issuer and a Restricted Subsidiary or any transfer of all or part of the assets of the Issuer or any Restricted Subsidiary among each other; or

(b)        a merger between the Issuer and an Affiliate incorporated solely for the purpose of converting the Issuer into a corporation organized under the laws of the United States or any political subdivision or state thereof;

so long as, in each case, the amount of Debt of the Issuer and its Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and other costs associated with such transaction.

Transactions Involving the Subsidiary Guarantors

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, unless:

(1)        immediately after giving effect to that transaction, no Default or Event of Default exists that shall not have been cured or waived; and

(2)        either (a) the Person acquiring the property in any such sale or disposition of the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the “—Limitation on Asset Sales” covenant.

The preceding clauses (1) and (2) will not apply to a merger between the Issuer and any Subsidiary Guarantor or between Subsidiary Guarantors or any transfer of all or part of the assets of the Issuer or any Subsidiary Guarantor to the Issuer or any Subsidiary Guarantor.

For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Issuer and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity (or surviving person in a transaction involving a Note Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or Note Guarantor, as the case may be, under the Indenture with the same effect as if such Surviving Entity had been named as the Issuer or Note Guarantor, as the case may be, therein; and when a Surviving Entity duly assumes all of the obligations and covenants of the Issuer or Note Guarantor, as the case may be, pursuant to the Indenture and the Notes or the Note Guarantee, as the case may be, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

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Events of Default

Each of the following is an “Event of Default” under the Indenture:

(1)        default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)        default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)        failure to perform or comply with the Indenture provisions described under “—Consolidation, Merger, Conveyance, Transfer or Lease”;

(4)        except as permitted by the Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be, in full force and effect and enforceable in accordance with its terms (except as specifically provided in the Indenture) for a period of 30 days after written notice thereof by the Trustee or the Holders of 25.0% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any Note Guarantor or the Issuer not to be in full force and effect and enforceable in accordance with its terms;

(5)        default in the performance, or breach, of any covenant or agreement of the Issuer or any Note Guarantor in the Indenture (other than a covenant or agreement, a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above) and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the outstanding Notes;

(6)        a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Issuer or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $30.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $30.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(7)        the entry against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $30.0 million (net of amounts covered by insurance or is bonded), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or

(8)        certain events in bankruptcy, insolvency or reorganization affecting the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25.0% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and has not been cured or waived, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the Debt that is the basis for such Event of Default has been discharged, the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Debt within 30 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

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If an Event of Default specified in clause (8) above occurs with respect to the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see “—Amendment, Supplement and Waiver.” The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25.0% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. The Trustee may refuse to follow any direction that conflicts with the law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

The Issuer will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Issuer also is required to notify the Trustee within 30 days if it becomes aware of the occurrence of any Default or Event of Default, the status of any Default or Event of Default and what action the Issuer has taken or proposes to take with respect thereto.

Amendment, Supplement and Waiver

Without the consent of any Holder, the Issuer, any Note Guarantor and the Trustee, at any time and from time to time, may amend or supplement the Indenture and any Note Guarantee or Notes for any of the following purposes:

(1)        to evidence the succession of another Person to the Issuer or any Note Guarantor and the assumption by any such successor of the covenants of the Issuer or such Note Guarantor in the Indenture, Note Guarantees and in the Notes;

(2)        to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(3)        to add to the covenants for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer or any Guarantor;

(4)        to add additional Events of Default;

(5)        to provide for uncertificated Notes in such series in addition to or in place of the certificated Notes;

(6)        to comply with the requirements of the SEC in order to effect or maintain any qualification of the Indenture under the Trust Indenture Act;

(7)        to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;

(8)        to provide for the issuance of Additional Notes in accordance with the terms of the Indenture;

(9)        to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the administration of the Notes or the issuance of Additional Notes, provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities laws and (ii) such amendment does not materially and adversely affect the rights of the Holders to transfer Notes, as determined in good faith by the Issuer;

(10)        to add a Note Guarantor or to release a Note Guarantor in accordance with the Indenture, or to modify the Indenture in connection with the addition of a Note Guarantee;

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(11)        to cure any ambiguity, defect, omission, mistake or inconsistency;

(12)        to comply with the “—Consolidation, Merger, Conveyance, Transfer or Lease” covenant;

(13)        to make any other provisions with respect to matters or questions arising under the Indenture; provided, that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Issuer; or

(14)        to conform the text of the Indenture, Note Guarantee or the Notes to any provision of the “Description of Notes” in the offering memorandum for the initial offering to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, Note Guarantee or Notes.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Note Guarantors and the Trustee may amend or supplement the Indenture, any Note Guarantee and the Notes (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any Note Guarantee or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture or any Note Guarantee, including the definitions therein; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)        change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the coin or currency in which any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor (except to alter or waive provisions relating to the covenants described above under “Change of Control” and “Limitation on Asset Sales” (other than as provided in clause (6) below) or to modify the definition of “Change of Control”);

(2)        reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture;

(3)        subordinate, in right of payment, the Notes to any other Debt of the Issuer;

(4)        modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;

(5)        release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture); or

(6)        amend, change or modify the obligation of the Issuer to make and consummate an Offer to Purchase with respect to any Asset Sale in accordance with the covenant described under the caption “—Limitation on Asset Sales” after the obligation to make such Offer to Purchase has arisen, or the obligation of the Issuer to make and consummate an Offer to Purchase in the event of a Change of Control in accordance with the covenant described under the caption “—Change of Control” after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto (other than as provided in clause (1) above).

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any existing or past default under the Indenture and its consequences, except a default:

(1)        in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration (provided, that such rescission or waiver would not conflict with any judgment of a court or competent jurisdiction); or

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(2)        in respect of a covenant or provision contained in the Indenture or any Guarantee which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

Satisfaction and Discharge of the Indenture; Defeasance

The Issuer and the Note Guarantors may terminate the obligations under the Indenture (a “Discharge”) when:

(1)        either: (A) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, in U.S. dollars, in cash, in securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof), or a combination thereof, in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

(2)        the Issuer has paid or caused to be paid all other sums then due and payable under the Indenture by the Issuer;

(3)        the deposit will not result in a breach or violation of, or constitute a default under any material instrument (other than the Indenture) to which the Issuer or any Note Guarantor is a party or by which the Issuer or any Note Guarantor is bound;

(4)        the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5)        the Issuer has delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent to satisfaction and discharge under the Indenture have been satisfied.

The Issuer may elect, at its option and at any time, to have its obligations discharged with respect to the outstanding Notes and have each Note Guarantor’s obligation discharged with respect to its Note Guarantee and cure all then-existing Events of Default (“legal defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and terminated all of its obligations and covenants under the Indenture, except for:

(1)        the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due;

(2)        the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)        the rights, powers, trusts, duties and immunities of the Trustee;

(4)        the Issuer’s right of optional redemption; and

(5)        the legal defeasance provisions of the Indenture.

In addition, the Issuer and the Note Guarantors may elect, at their option and at any time, to have their obligations released with respect to certain covenants, including, without limitation, the obligation to make Offers to Purchase in connection with Asset Sales and any Change of Control, in the Indenture (“covenant defeasance”) and thereafter any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.

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In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:

(1)        the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof), which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;

(2)        in the case of legal defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel stating that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) stating that, and based thereon such opinion shall confirm, subject to customary assumptions and exclusions, that the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes, as applicable, as a result of such deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3)        in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel stating that, subject to customary assumptions and exclusions, the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4)        no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);

(5)        such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, the New Credit Facility or any other material agreement or material instrument (other than the Indenture) to which the Issuer is a party or by which the Issuer is bound; and

(6)        the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that, subject to customary assumptions and exclusions, all conditions precedent with respect to such legal defeasance or covenant defeasance, as the case may be, have been complied with.

In the event of a legal defeasance or a Discharge, under current law, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would generally be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with legal defeasance.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

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The Trustee

Wilmington Trust National Association, the Trustee under the Indenture, is the initial paying agent and registrar for the Notes. The Trustee from time to time may extend credit to the Issuer in the ordinary course of business. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. The Indenture provides that in case an Event of Default has occurred and is continuing, and has not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No Personal Liability of Directors, Officers, Employees or Stockholders

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Issuer or any of its Subsidiaries or any of their direct or indirect parent companies, including Parent, shall have any liability for any obligations of the Issuer or any Note Guarantor under the Notes, any Note Guarantee or the Indenture or any claim based on, in respect of or by reason of such obligations or their creation by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the 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.

Governing Law

The Indenture, the Notes and any Note Guarantee are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided,

“Acquired Debt” means (x) Debt Incurred by the Issuer or a Restricted Subsidiary to finance an acquisition and (y) Debt of a Person (including an Unrestricted Subsidiary) (i) existing at the time such Person becomes a Restricted Subsidiary of the Issuer or (ii) assumed by the Issuer or a Restricted Subsidiary in connection with the merger, consolidation or acquisition of such Person or the acquisition of assets from such Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

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“AHYDO Catch Up Payment” means payment in respect of Debt necessary in order to avoid such Debt being characterized as “applicable high yield discount obligations” within the meaning of the Code.

“Applicable Premium” means, as calculated by the Issuer, with respect to any Note on any applicable redemption date, the greater of:

(1)        1.0% of the then-outstanding principal amount of the Note; and

(2)        the excess of:

(a)          the present value at such redemption date of (i) the redemption price of the Note at December 1, 2015 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the Note through December 1, 2015 (excluding accrued but unpaid interest to, but not including, the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)        the then-outstanding principal amount of the Note.

“Asset Acquisition” means:

(a)        an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary; or

(b)        the acquisition by the Issuer or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

“Asset Sale” means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation, merger, liquidation or dissolution) by the Issuer or any of its Restricted Subsidiaries to any Person (other than to the Issuer or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

(i)        Capital Interests in another Person (other than Capital Interests in the Issuer or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law);

(ii)        any other property or assets (other than in the ordinary course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business);

provided, however, that the term “Asset Sale” shall exclude:

(a)        any asset disposition Permitted by the provisions described under “Consolidation, Merger, Conveyance, Lease or Transfer” that constitutes a disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole or any disposition that constitutes a Change of Control pursuant to the Indenture;

(b)        any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $5.0 million;

(c)        sales or other dispositions of cash, Eligible Cash Equivalents or obsolete or worn-out property or equipment in the ordinary course of business or any disposition of inventory or goods (or assets) held for sale in the ordinary course of business;

(d)        sales of interests in Unrestricted Subsidiaries;

(e)        the sale/leaseback of any assets within 180 days of the acquisition thereof;

(f)        the disposition of assets that, in the good faith judgment of the Issuer, are no longer used or useful in the business of such entity;

(g)        a Restricted Payment or Permitted Investment that is otherwise permitted by the Indenture;

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(h)        any trade-in of equipment in exchange for other equipment in the ordinary course;

(i)         the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(j)         leases or subleases in the ordinary course of business not interfering in any material respect with the business of the Issuer or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of the Indenture;

(k)        dispositions of accounts receivable in connection with the collection or compromise thereof;

(l)         foreclosure, condemnation or similar action on assets;

(m)       dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture and similar binding agreements;

(n)        any liquidation or dissolution of a Restricted Subsidiary; provided, that such Restricted Subsidiary’s direct parent is the Issuer or a Restricted Subsidiary and immediately becomes the owner of such Restricted Subsidiary’s assets;

(o)        sales or dispositions to Unrestricted Subsidiaries permitted pursuant to the covenant described under the caption “—Limitation on Restricted Payments”;

(p)        licensing of intellectual property in accordance with industry practice in the ordinary course of business;

(q)        to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Permitted Business;

(r)        any disposition, whether as part of a single transaction or series of related transactions, required by any state or federal regulatory authority; provided, however, that such disposition shall comply with clauses (1) and (2) of the first paragraph of the covenant described under “Certain Covenants—Limitation on Asset Sales”; and

(s)        any disposition of property or assets acquired as part of a strategic acquisition of other property or assets, whether such strategic acquisition is effected as a single transaction or series of related transactions, in order to effect such strategic acquisition and the property or assets to be disposed of were not part of the property or assets intended to be retained in the long term, as determined in good faith by the Issuer; provided, however, that such disposition shall comply with clauses (1) and (2) of the first paragraph of the covenant described under “Certain Covenants—Limitation on Asset Sales. ”

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products obtained by multiplying (x) the number of years from the date of determination to the date of each remaining successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements), including payment at final maturity, of such Debt by (y) the amount of such principal payments by (ii) the sum of all such principal payments.

“Board of Directors” means (i) with respect to the Parent, the Issuer or any Restricted Subsidiary, its board of directors or board of managers, as applicable, or, other than for purposes of the definition of “Change of Control,” any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

“Business Day” means each day which is not a Legal Holiday.

“Capital Interests” in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

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“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes and required to be reflected as a liability on the balance sheet in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “Certain Covenants—Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the property being leased.

“Change of Control” means the occurrence of any of the following:

(1)        the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Parent or the Issuer and their Subsidiaries, taken as a whole, to any Person other than to any Note Guarantor or Permitted Holder; or

(2)        the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than Permitted Holders, including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total weighted voting power of the Voting Interests in (a) the Issuer or (b) the Parent (or its successor), so long as the Parent (or such successor) holds, directly or indirectly, a majority of the Voting Interests in the Issuer; or

(3)        the first day on which a majority of the members of the Board of Directors of the Issuer or the Parent are not Continuing Directors; or

(4)        the adoption by the stockholders of the Issuer or the Parent of a plan or proposal for the liquidation or dissolution of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

“Common Interests” of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i)        the interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)        any amortization of debt discount;

(b)        the net payments, if any, under Hedging Obligations (but excluding any non-cash interest expense attributable to (x) the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP or (y) the amortization of gains or losses resulting from the termination of Hedging Obligations prior to or reasonably contemporaneously with the Issue Date);

(c)        the interest portion of any deferred payment obligation;

(d)        all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e)        all accrued interest; plus

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(ii)         the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

(iii)        the interest expense on any Debt guaranteed by such Person and its Restricted Subsidiaries; plus

(iv)        all capitalized interest of such Person and its Restricted Subsidiaries for such period; less

(v)         interest income of such Person and its Restricted Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude (A) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses (including any expenses associated with bridge, commitment and other financing fees, discounts, yield and other charges) and (B) interest with respect to EPLLC Deemed Debt.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period, including, without duplication, net income and losses from discontinued operations, in each case as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by:

(A)        excluding, without duplication:

(i)           all extraordinary, non-recurring or unusual gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses, charges, severance, relocation costs and curtailments or modifications to pension and post-retirement benefits plans;

(ii)          the portion of net income of such Person and its Restricted Subsidiaries allocable to any interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions from such unconsolidated Persons or Unrestricted Subsidiaries have not actually been received by such Person or one of its Restricted Subsidiaries;

(iii)         gains or losses in respect of any asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, after the Issue Date by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto);

(iv)         the net gain or loss on the disposal of disposed, abandoned or discontinued operations and any charges and expenses relating to the abandonment of assets;

(v)          solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of “—Limitation on Restricted Payments,” the net income of any Restricted Subsidiary (other than a Note Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders; provided, that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or similar distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof for such period, to the extent not already included therein;

(vi)         any gain or loss realized as a result of the cumulative effect of a change in accounting principles during such period;

(vii)        any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Notes and the entering into of the New Credit Facility described in this prospectus (including, without limitation, fees of the Rating Agencies);

(viii)      any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance of Capital Interests, or amendment or modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction;

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(ix)          any gain or loss attributable to the early extinguishment of Debt;

(x)           to the extent covered by insurance under which the insurer has been properly notified and has not denied or contested coverage, expenses with respect to liability or casualty events or business interruption;

(xi)          any gain or loss attributable to the non-cash fair value measurement of any asset or liability;

(xii)         any expenses relating to minority interests;

(xiii)        any gain or loss attributable to mark-to-market changes in the fair value of any Hedging Obligation-related asset or liability; and

(xiv)        non-cash equity compensation expense; and

(B)        including, without duplication, dividends from Persons that are not Restricted Subsidiaries actually received in cash by the Issuer or any Restricted Subsidiary.

“Consolidated Total Debt” means, as of any date of determination, an amount equal to (a) the aggregate principal amount of all outstanding Debt of the Issuer and its Restricted Subsidiaries (excluding (i) Hedging Obligations and (ii) any undrawn letters of credit issued in the ordinary course of business) and (b) the aggregate amount of all outstanding Preferred Interests of the Issuer’s Restricted Subsidiaries, with the amount of such Preferred Interests equal to the greater of (i) their respective voluntary or involuntary liquidation preferences and (ii) their maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Interests or Preferred Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests or Preferred Interests as if such Redeemable Capital Interests or Preferred Interests were purchased on any date on which Consolidated Total Debt shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Interests or Preferred Interests, such fair market value shall be determined reasonably and in good faith by the Issuer.

“Consolidated Total Debt Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) (i) the Consolidated Total Debt of the Issuer and its Restricted Subsidiaries on the date of determination minus (ii) the aggregate amount of cash and Eligible Cash Equivalents, in each case, that is held by the Issuers and the Restricted Subsidiaries as of such date free and clear of all Liens, provided that this clause (ii) shall be limited to $40.0 million to (b) the aggregate amount of EBITDA for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the Determination Date (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”). For purposes of this definition, Consolidated Total Debt, EBITDA and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)        the Incurrence of any Debt (other than working capital borrowings under any revolving credit facility in the ordinary course of business) of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt (other than working capital borrowings under any revolving credit facility in the ordinary course of business) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(b)        any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) Incurring Acquired Debt and also

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including any EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the Incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four Quarter Period;

provided, that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Debt (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)        to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)        to advance or supply funds

(a)        for the purchase or payment of any such primary obligation, or

(b)        to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3)        to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of the Issuer or the Parent who: (1) was a member of such Board of Directors on the Issue Date, (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (3) was nominated for election or elected to such Board of Directors with the affirmative vote of the Permitted Holders holding, directly or indirectly, a majority of the weighted voting power of the Voting Interests in the Issuer.

“Credit Agreement” means one or more debt facilities, including the New Credit Facility, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings or obligations thereunder (whether pursuant to the same agreement or one or more replacement or additional agreements); provided, that such increase in borrowings is permitted under the covenant described above under “Certain Covenants—Limitation on Incurrence of Debt and Issuance of Preferred Interests”), or adds Subsidiaries of the Issuer as additional borrowers, issuers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

“Debt” means at any time (without duplication), with respect to any Person, the following, if and to the extent such items (other than clauses (iii), (v), and (vi) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property (excluding any trade payables or other current liabilities incurred in the ordinary course of business and excluding trade accounts payable arising in the ordinary course of business and accrued expenses and any Contingent Obligations arising in the ordinary course of business as long as such obligations remain contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers’ acceptances or similar facilities (other than obligations with respect to letters of credit securing obligations (other than obligations described under (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of

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credit are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the thirtieth Business Day following payment on the letter of credit; (iv) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (v) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vi) net Obligations under any Hedging Obligations of such Person at the time of determination; and (vii) all obligations of the types referred to in clauses (i) through (vi) of this definition of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (b) the amount of any Debt described in clause (vi)(A) above shall be the maximum liability under any such Guarantee; (c) the amount of any Debt described in clause (vi)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (d) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (e) the “maximum fixed redemption or repurchase price” of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were purchased on any date on which the amount of Debt is determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Interests, such fair market value shall be determined reasonably and in good faith by the Issuer.

Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations, (y) post-closing payment adjustments to which the seller may become entitled, including any earn-outs, holdbacks and contingency payment obligations to which a seller may become entitled, to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent, until such obligation becomes due and payable and (z) any EPLLC Deemed Debt.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate setting forth the basis of such valuation, less the amount of cash received in connection with a subsequent sale of, or collection on, such Designated Non-Cash Consideration.

“Designated Preferred Interests” means any Preferred Interests of the Issuer or any direct or indirect parent of the Issuer, including Parent (in each case other than Redeemable Capital Interests), that are issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and are so designated as Designated Preferred Interests, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the “—Limitation on Restricted Payments” covenant.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period, and, without duplication,

(1)        increased (to the extent any such amounts were deducted in computing Consolidated Net Income and not added back in the definition thereof by and without duplication):

(a)        provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period (including an amount equal to the tax distributions actually made to the holders of Capital Interests of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clauses (xii)(a) and (b) of the second paragraph of the covenant described under the caption “—Limitation on Restricted Payments”); plus

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(b)        the Fixed Charges of such Person for such period; plus

(c)        the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and determined in accordance with GAAP; plus

(d)        any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Investment, acquisition, disposition, recapitalization or the incurrence of Debt, in each case permitted to be made or incurred by the Indenture (including a refinancing thereof) (whether or not successful) or an amendment or modification of any debt instrument, including

(i)         such fees, expenses or charges related to the offering of the Notes and the New Credit Facility, and

(ii)        any amendment or other modification of the Notes and the New Credit Facility; plus

(e)        any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period (but including any amortization of a prepaid cash item that was paid in and reduced Consolidated Net Income for a prior period); plus

(f)        any costs or expenses incurred by the Issuer, a Restricted Subsidiary or any direct or indirect parent of the Issuer, including Parent, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Qualified Capital Interests of the Issuer or any direct or indirect parent of the Issuer, including Parent, solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (c) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments”; plus

(g)        cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(h)        net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment under GAAP; plus

(i)         any (i) salary, benefit and other direct savings resulting from, and the amount of any restructuring charge or reserve and costs related to, workforce reductions or reduction, retirement or consolidation of people, processes, technologies and facilities, in each case by such Person implemented during such period, (ii) costs and expenses incurred after the Issue Date related to terminated employees incurred by such Person during such period and (iii) the amount of cost savings in connection with any acquisition to be realized as a result of specified actions taken prior to the last day of such period (calculated on a pro forma basis as though such cost savings had been realized during such period from such actions); provided, that (a) in connection with any acquisition described in clause (i)(iii), such actions have been taken prior to such date of determination and within twelve months after the latest of the Issue Date and the closing date of such acquisition and (b) no cost savings shall be added pursuant to clause (i)(iii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clauses (i)(i) and (ii) above with respect to such period; provided, further, that the aggregate amount of all cost savings added back under clauses (i)(i) and (ii) in the aggregate in any Four Quarter Period will not exceed $5.0 million.

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(2)        decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment under GAAP; and

(3)        increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460, Guarantees, and related pronouncements.

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

“Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided, that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided, that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from S&P or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Issuer; provided, that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s and mature within fewer than 365 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi); and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Issuer.

“EPLLC” means Entercom Properties, LLC, a Delaware limited liability company.

“EPLLC Deemed Debt” means that certain indebtedness of EPLLC arising from the sale of certain tower assets, which sale did not qualify as a “sale” for accounting purposes because EPLLC’s ability to share in future profits relating to such tower assets is considered a continuing involvement under accounting guidance. As a result, EPLLC is required to deem such sale proceeds as “debt” and classify the transaction as financing.

“Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act of the Issuer, or any direct or indirect parent company of the Issuer, including Parent, but only to the extent contributed to the Issuer in the form of Qualified Capital Interests or (ii) a private equity offering of Qualified Capital Interests of the Issuer, or any direct or indirect parent company of the Issuer, including Parent, but only to the extent contributed to the Issuer in the form of Qualified Capital Interests, other than any public offerings registered on Form S-8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by the Issuer.

“FCC” means the Federal Communications Commission.

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“FCC License” means any license, authorization, approval, or permit granted by the FCC pursuant to the Communications Act of 1934, as amended, to the Issuer or any Note Guarantor, or assigned or transferred to the Issuer or any Note Guarantor pursuant to FCC consent.

“FCC License Rights” means any right, title or interest in, to or under any FCC License, whether directly or indirectly held, including, without limitation, any rights owned, granted, approved or issued directly or indirectly by the FCC or held, leased, licensed or otherwise acquired from or through any party.

“Fixed Charges” means, with respect to any Person for any period, the sum, of:

(1)        Consolidated Interest Expense of such Person for such period; and

(2)        all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Interests or Redeemable Capital Interests during such period.

“Four Quarter Period” has the meaning set forth in the definition of Consolidated Total Debt Ratio.

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as 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 may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Hedging Obligations” of any Person means the obligations of such person pursuant to any non-speculative interest rate agreement, currency agreement or commodity agreement.

“Holder” means a Person in whose name a Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Issuer. “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A Guarantee by the Issuer or a Restricted Subsidiary of Debt Incurred by the Issuer or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

(1)        amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

(2)        the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms;

(3)        the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

(4)        unrealized losses or charges in respect of Hedging Obligations.

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and any such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the Notes.

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“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Issuer or any Note Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or any Note Guarantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Issuer or any Note Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Note Guarantor.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect thereto; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other vendors in the ordinary course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the ordinary course of business. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with the Indenture shall not be deemed to be Investments by the Issuer or any of its Restricted Subsidiaries.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

“Issue Date” means November 23, 2011, the date on which the Outstanding Notes were originally issued under the Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which the Trustee or commercial banking institutions in the State of New York, the place of payment, or the State of Pennsylvania are not required to be open.

“License Subsidiary” means a Subsidiary of the Issuer that (x) owns no material assets other than FCC Licenses and related rights and (y) has no material liabilities other than (i) trade payables incurred in the ordinary course of business, (ii) tax liabilities, other governmental charges and other liabilities incidental to ownership of such rights and (iii) Debt permitted pursuant to the covenant described under “—Limitation on the activities of License Subsidiaries.”

“Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing); provided, that in no event shall a lease accounted for under GAAP as an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, financial advisors, investment banking, brokerage, commission and sale, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale, including indemnification obligations in respect of pension and other post-employment benefit liabilities and liabilities related to environmental matters; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Issuer or a Restricted Subsidiary thereof) in connection with such Asset Sale (but excluding, for the avoidance of doubt, any payments required pursuant to clause (1) of the second paragraph of the “—Limitation on Asset Sales” covenant); and (iv) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would

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otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

“New Credit Facility” means the credit facility entered into on the Issue Date by and among the Issuer, the Note Guarantors, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” above).

“Note Guarantor” means the Parent and each Subsidiary Guarantor.

“Obligations” means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Issuer by first-class mail, postage prepaid, to each Holder at his or her address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. The Issuer shall notify the Trustee at least 10 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

(1)         the section of the Indenture pursuant to which the Offer to Purchase is being made;

(2)         the Expiration Date and the Purchase Date;

(3)         the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100.0%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the “Purchase Amount”);

(4)         the purchase price to be paid by the Issuer for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to the Indenture);

(5)         that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000;

(6)         the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(7)         that, unless the Issuer defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered, or tendered but not purchased by the Issuer pursuant to the Offer to Purchase, will continue to accrue interest at the same rate;

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(8)         that, on the Purchase Date, the purchase price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(9)         that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuer or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)        that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)         that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); and

(12)         if applicable, that, in the case of any Holder whose Note is purchased only in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Officers’ Certificate” means a certificate signed by two officers of the Issuer, a Subsidiary Guarantor or a direct or indirect parent of the Issuer, as applicable, one of whom must be the principal executive officer, the principal financial officer, the principal accounting officer, the treasurer, the controller, a President or a Vice President of the Issuer, such Note Guarantor or such parent, as applicable.

“Permitted Asset Swap” means the purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Eligible Cash Equivalents between the Issuer or any Restricted Subsidiary and another Person consummated within a period of 180 days; provided, that any cash or Eligible Cash Equivalents received must be applied in accordance with the covenant under the caption “Certain Covenants—Limitation on Asset Sales.”

“Permitted Business” means any business similar in nature to any business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Issuer.

“Permitted Debt” means

(i)         Debt Incurred pursuant to any Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $445.0 million, less the aggregate principal amount of all principal repayments of Credit Agreements with the proceeds from Asset Sales made pursuant to clause (1)(a) or (b) of the second paragraph of “—Limitation on Asset Sales” in satisfaction of the requirements of such covenant;

(ii)         Debt outstanding under the Notes (excluding any Additional Notes) and contribution, indemnification and reimbursement obligations owed by the Issuer or any Note Guarantor to any of the other of them in respect of amounts paid or payable on such Notes or the Note Guarantees;

(iii)        Guarantees of the Notes;

(iv)        Debt of the Issuer and each Restricted Subsidiary outstanding at the time of the Issue Date (other than clauses (i), (ii) or (iii) above or (v), (xii) or (xvi) below);

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(v)         Debt of the Issuer to a Restricted Subsidiary, of a Restricted Subsidiary to the Issuer or of a Restricted Subsidiary to a Restricted Subsidiary;

(vi)        Guarantees Incurred by the Issuer of Debt of a Restricted Subsidiary otherwise permitted to be incurred under the Indenture;

(vii)       Guarantees by any Restricted Subsidiary of Debt of the Issuer or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under a Credit Agreement; provided, that (a) such Debt is Permitted Debt or is otherwise permitted to be incurred under the Indenture and (b) such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed if such Debt is Subordinated Debt;

(viii)       Debt incurred in respect of workers’ compensation claims, self-insurance or statutory obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes, bank Guarantees, bankers’ acceptances or similar instruments and completion Guarantees provided or incurred (including Guarantees thereof) by the Issuer or a Restricted Subsidiary in the ordinary course of business;

(ix)         Debt under Hedging Obligations;

(x)          Debt of the Issuer or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt as well as Preferred Interests issued by the Issuer or a Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (including, without limitation, through the direct purchase of assets or the Capital Interests of any Person owning such assets); provided, that the aggregate principal amount and liquidation preference of such Debt and Preferred Interests outstanding at any time may not exceed, in the aggregate, the greater of $30.0 million or 3.0% of Total Assets;

(xi)         Debt arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under the Indenture;

(xii)         the issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however, that:

(a)         any subsequent issuance or transfer of Capital Interests that results in any such Preferred Interests being held by a Person other than the Issuer or a Restricted Subsidiary; and

(b)         any sale or other transfer of any such Preferred Interests to a Person that is not either the Issuer or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an issuance of such Preferred Interests by such Restricted Subsidiary that was not permitted by this clause (xii);

(xiii)         Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of Incurrence;

(xiv)         Debt of the Issuer or any Restricted Subsidiary and Preferred Interests of any Restricted Subsidiary not otherwise permitted pursuant to this definition (including additional Debt under any Credit Agreement), in an aggregate principal amount not to exceed the greater of $30.0 million or 3.0% of Total Assets at any time outstanding, which Debt may be Incurred under a Credit Agreement;

(xv)         Acquired Debt Incurred by the Issuer or a Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired by or merged into the Issuer (including Debt Incurred to finance such acquisition or merger); provided, that after giving effect to the Incurrence of such Acquired Debt (a) the Issuer would be permitted to Incur at least $1.00 of additional Debt pursuant to the Consolidated Total Debt Ratio test set forth in the first paragraph of the “—Limitation on Incurrence of Debt and Issuance of Preferred Interests” covenant or (b) the Consolidated Total Debt Ratio would be no greater than immediately prior to such Incurrence;

(xvi)         Refinancing Debt in respect of Debt permitted by clauses (ii), (iv) and (xv) above, this clause (xvi) or the first paragraph under “—Limitation on Incurrence of Debt and Issuance of Preferred Interests”;

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(xvii)      Debt of the Issuer or any of its Restricted Subsidiaries arising from customary cash management services or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of Incurrence;

(xviii)      Debt of the Issuer or any Restricted Subsidiary consisting of the financing of insurance premiums incurred in the ordinary course of business;

(xix)         Debt consisting of Debt issued by the Issuer or any Restricted Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Interests of the Issuer or any direct or indirect parent company of the Issuer, including Parent, to the extent described in clause (iv) of the second paragraph under the caption “—Limitation on Restricted Payments”; and

(xx)         Debt of the Issuer or any Restricted Subsidiary to the extent the proceeds of such Debt are deposited and used to defease the Notes as described under “—Satisfaction and Discharge of the Indenture; Defeasance.”

Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under clause (xvi) of this definition of “Permitted Debt.”

“Permitted Holders” means (i) any of Joseph M. Field, and David J. Field; (ii) family members or the relatives of the Persons described in clause (i) (including their wives, their children and grandchildren, the spouses of their children and their grandchildren); (iii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners, or Persons beneficially holding a 50% or more direct or indirect interest of which consist of the Persons described in clauses (i), (ii) or (iv) hereof or the legal representatives of any such entity; or (iv) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person’s estate, executor, administrator, committee or other personal representative or beneficiaries, in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Capital Interests of the Issuer.

“Permitted Investments” means:

(a)         Investments in existence on the Issue Date or any extension, modification, replacement or renewal of any such Investments; provided, that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence prior to the Issue Date;

(b)         Investments required pursuant to any agreement or obligation of the Issuer or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;

(c)         Eligible Cash Equivalents;

(d)         Investments in property and other assets, owned or used by the Issuer or any Restricted Subsidiary in the operation of a Permitted Business;

(e)         Investments by the Issuer or any of its Restricted Subsidiaries in the Issuer or any Restricted Subsidiary;

(f)         Investments by the Issuer 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 or wound-up into, the Issuer or a Restricted Subsidiary and, in each case, any Investment held by such Person prior to such merger, consolidation, amalgamation or transfer; provided, that such Investment was not made by such person in contemplation of such merger, consolidation, amalgamation or transfer;

(g)         Hedging Obligations;

(h)         Investments received in settlement of obligations owed to the Issuer or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Issuer or any Restricted Subsidiary;

(i)         Investments by the Issuer or any Restricted Subsidiary (other than in an Affiliate) not otherwise permitted under this definition, in an aggregate amount at any one time outstanding not to exceed the greater of $30.0 million and 3.0% of Total Assets (with the Fair Market Value of each Investment (other than any Investment consisting of a guarantee) being measured at the time made and without giving effect to subsequent changes in value);

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(j)         loans and advances (including for travel and relocation) to employees of the Issuer or any Restricted Subsidiary or any direct or indirect parent company of the Issuer, including Parent, in an amount not to exceed $10.0 million in the aggregate at any one time outstanding;

(k)         Investments to the extent the payment for which consists of Qualified Capital Interests of the Issuer or any of its direct or indirect parent companies, including Parent;

(l)         any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “—Limitation on Asset Sales” or any other disposition of Property not constituting an Asset Sale;

(m)        payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(n)         guarantees by the Issuer or any Restricted Subsidiary of Debt of the Issuer or a Restricted Subsidiary of Debt otherwise permitted by the covenant described hereunder “—Limitation on Incurrence of Debt and Issuance of Preferred Interests”;

(o)         Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment in the ordinary course of business; and

(p)         Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business.

“Permitted Liens” means, with respect to any Person:

(a)         Liens existing at the Issue Date;

(b)         Liens that secure Obligations (x) incurred pursuant to clause (i) or clause (ix) of the definition of “Permitted Debt” and (y) in respect of Debt permitted by clause (xiv) of the definition of Permitted Debt;

(c)         any Lien for taxes or assessments or other governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(d)         any carrier’s, warehousemen’s, materialmen’s, mechanic’s, landlord’s or other similar Liens arising by Law for sums not then due and payable after giving effect to any applicable grace period (or which, if due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(e)         survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of the Issuer or materially impair the operation of the business of such Person;

(f)         pledges or deposits (i) in connection with workers’ compensation, unemployment insurance and other types of statutory obligations or the requirements of any official body, or (ii) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the ordinary course of business; or (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA); or (iv) to secure contested taxes or for payment of rent in the ordinary course of business; or (v) arising in connection with any attachment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 75 days after the entry thereof or the expiration of any such stay;

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(g)        Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or a Restricted Subsidiary, or becomes a Restricted Subsidiary or on property acquired by the Issuer or any Restricted Subsidiary (and in each case not created or Incurred in anticipation of such transaction), including Liens securing Acquired Debt permitted under this Indenture; provided, that such Liens are not extended to the property and assets of the Issuer and its Restricted Subsidiaries other than the property or assets acquired;

(h)        Liens securing Debt of a Restricted Subsidiary that is a Note Guarantor owed to and held by the Issuer or a Restricted Subsidiary that is a Note Guarantor thereof that is permitted to be incurred in accordance with the covenant under the caption “Certain Covenants—Limitation on Incurrence of Debt and Issuance of Preferred Interests”;

(i)         other Liens (not securing Debt) incidental to the conduct of the business of the Issuer or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of the Issuer or its Restricted Subsidiaries;

(j)         Liens to secure any permitted extension, replacement, renewal, refinancing or refunding (or successive extensions, replacements, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) and (g); provided, that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and expenses, including premiums or original issue discount related to such extension, replacement, renewal, refinancing or refunding;

(k)        Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

(l)         licenses of intellectual property granted in the ordinary course of business;

(m)       Liens to secure Capital Lease Obligations or Purchase Money Debt permitted to be incurred pursuant to clause (x) of the definition of “Permitted Debt” covering only the assets financed by or acquired with such Debt;

(n)         Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(o)        Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(p)        Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that (i) the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (ii) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

(q)        Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt, (B) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of the Issuer and or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and (ii) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (Y) encumbering reasonable customary initial

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deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(r)         Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under the caption “Events of Default” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(s)        Deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers under insurance arrangements in the ordinary course of business;

(t)         leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any Restricted Subsidiaries and do not secure any Debt;

(u)        Liens arising from UCC financing statement filings regarding operating leases entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(v)        Liens on the assets of a Restricted Subsidiary that is not a Note Guarantor securing Debt and other obligations of such Restricted Subsidiary incurred in compliance with the Indenture;

(w)        Liens Incurred to secure Obligations in respect of any Debt (other than Subordinated Debt) permitted to be incurred pursuant to the covenant described under “—Limitation on Incurrence of Debt and Issuance of Preferred Interests”; provided, that, with respect to Liens securing Obligations permitted under this clause (w), at the time of Incurrence and after giving pro forma effect thereto, the Secured Leverage Ratio would be no greater than 4.0 to 1.0;

(x)         Liens securing Debt, as measured by principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (a) though (w) above) at the time of determination, does not exceed $20.0 million in the aggregate at any one time outstanding;

(y)         the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any Restricted Subsidiary or by statutory provision, to terminate such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(z)         Liens in favor of the Issuer or any Subsidiary Guarantor;

(aa)      Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted under the Indenture;

(bb)      Liens deemed to exist in connection with Investments in repurchase agreements permitted under the Indenture; provided, that such Liens do not extend to any assets other than those that are the subject under the Indenture;

(cc)       Liens arising out of the conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(dd)      Liens in connection with advances, deposits, escrows and similar arrangements in the ordinary course of business;

(ee)      Liens in favor of issuers of performance surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of business;

(ff)       Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;

(gg)      any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Capital Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; and

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(hh)      any extensions, substitutions, replacements or renewals of the foregoing.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Interests,” as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Money Debt” means Debt

(i)          Incurred to finance the purchase or construction (including additions and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and

(ii)         that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and

in either case that does not exceed 100.0% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Purchase Price” means 101.0% of the aggregate principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

“Qualified Capital Interests” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

“Rating Agencies” means Moody’s and S&P, or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the date that is 91 days after the earlier of the Stated Maturity of the Notes or the date the Notes are no longer outstanding; provided, that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Issuer or any Restricted Subsidiary to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Limitation on Restricted Payments.” The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends. Notwithstanding anything to the contrary set forth in this definition, Capital Interests of the Issuer shall not be deemed to be “Redeemable Capital Interests” solely as a result of (i) the provisions of the Issuer’s certificate of formation requiring the Issuer to repurchase such Capital Interests upon such member ceasing to be a member so long as such provisions are not amended in any manner materially adverse to the Holders of Notes or (ii) the possibility that the Capital Interest (other than a Preferred Interest) may be required to be repurchased by Issuer, its Subsidiaries or any direct or indirect parent thereof in order to satisfy applicable statutory or regulatory obligations, where such Capital Interest has been issued to any plan for the benefit of employees of the Issuer, its Subsidiaries or any direct or indirect parent thereof or by any such plan to such employees.

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“Refinancing” means the issuance of the Notes on the Issue Date, the repayment of the Issuer’s existing credit facilities as described under “Summary—The Refinancing” and the entering into the New Credit Facility and the transactions related thereto.

“Refinancing Debt” means Debt and Preferred Interests that refund, refinance, defease, renew, replace or extend any Debt or Preferred Interests permitted to be Incurred by the Issuer or any Restricted Subsidiary pursuant to the terms of the Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(i)         the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced, defeased, renewed, replaced or extended, if such Debt was subordinated to the Notes,

(ii)        the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt or Preferred Interests being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

(iii)        the Refinancing Debt has an Average Life at the time such Refinancing Debt is Incurred that is equal to or greater than the Average Life of the Debt being refunded, refinanced, defeased, renewed, replaced or extended,

(iv)        such Refinancing Debt is in an aggregate principal amount or liquidation preference that is less than or equal to the sum of (a) the aggregate principal, accreted amount (in the case of any Debt issued with original issue discount, as such) or liquidation preference then outstanding under the Debt or Preferred Interests being refunded, refinanced, defeased, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed (including reasonable and customary tender premiums), if any, and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt (including reasonable defeasance costs and expenses), and

(v)        such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary of the Issuer that is not a Note Guarantor that refinances Debt of the Issuer or a Note Guarantor or (y) Debt of the Issuer or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary; provided, however, that clauses (ii) and (iii) of this definition will not apply to any refunding or refinancing of any Debt outstanding under a Credit Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated the Issue Date, among, inter alia, the Issuer, the Note Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc.

“Related Business Assets” means assets (other than cash or Eligible Cash Equivalents) or services used or useful in a Permitted Business, provided, that any such assets received by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Payment” is defined to mean any of the following:

(a)        any dividend or other distribution declared and paid on the Capital Interests in the Issuer or on the Capital Interests in any Restricted Subsidiary of the Issuer that are held by, or declared and paid to, any Person other than the Issuer or a Restricted Subsidiary of the Issuer; provided, that the following shall not be “Restricted Payments”:

(i)         dividends, distributions or payments, in each case, made solely in Qualified Capital Interests in the Issuer; and

(ii)         dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis;

(b)        any payment made by the Issuer or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Issuer or any of its Restricted Subsidiaries for value, other than any such Capital Interests owned by the Issuer or any Restricted Subsidiary;

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(c)        any payment made by the Issuer or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Issuer) to redeem, repurchase, defease (including an in-substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Subordinated Debt of the Issuer or any Note Guarantor (excluding any Subordinated Debt owed to the Issuer or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation or final maturity, in each case, within one year of the due date thereof and (y) any payments in respect of Debt to the extent the issuance of such Debt was a Restricted Payment; and

(d)        any Investment by the Issuer or a Restricted Subsidiary in any Person, other than a Permitted Investment;

provided, that notwithstanding the foregoing clauses (a) through (c), any payments in respect of Debt, if such Debt was issued prior to the Issue Date or the issuance of such Debt constituted a Restricted Payment under clause (b) above shall not be deemed to be Restricted Payments.

“Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with the Indenture.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Secured Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Debt of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended Four Quarter Period, in each case with such pro forma adjustments to Consolidated Total Debt and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Total Debt Ratio.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“Stated Maturity,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

“Station Contracts” means contracts entered into in good faith and in the ordinary course of business by any direct or indirect parent of the Issuer, including Parent, on behalf of the Issuer or one or more Restricted Subsidiaries with respect to the ordinary course of operating the business of the Issuer or any Restricted Subsidiary.

“Subordinated Debt” means, with respect to the Notes, (1) any Debt of the Issuer which is by its terms subordinated in right of payment to the Notes, and (2) any Debt of any Note Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Note Guarantor.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means any Subsidiary that provides a Note Guarantee in accordance with the provisions of the Indenture and their respective successors and assigns.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, determined in accordance with GAAP, as of the last day of the most recently ended fiscal quarter of the Issuer for which internal financial statements are available.

“Treasury Rate” means, as obtained by the Issuer, with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that

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has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to December 1, 2015; provided, however, that if the period from such redemption date to December 1, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Voting Interests” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Capital Interests of which (other than Preferred Interests and directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons (the “global notes”), as follows:

Upon issuance, each of the global notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the applicable DTC participants; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures For the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

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• will not be considered the owners or holders of the notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the Indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option and subject to DTC’s procedures, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the Indenture should occur.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax consequences relevant to the exchange of the outstanding notes for the exchange notes pursuant to the exchange offer and the ownership and disposition of the notes. This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or foreign tax laws or any other U.S. federal tax laws, including estate or gift tax laws. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as in effect on the date of this prospectus. These authorities are subject to change, possibly retroactively, which may result in tax consequences different from those discussed below. No rulings have been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of the outstanding notes for the exchange notes pursuant to the exchange offer, or the ownership or disposition of the notes, or that any such position would not be sustained by a court.

This discussion is limited to holders who hold the notes as “capital assets” within the meaning of Code Section 1221 (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules under the U.S. federal income tax laws, such as banks, financial institutions, U.S. expatriates, insurance companies, regulated investment companies, real estate investment trusts, “controlled foreign corporations,” “passive foreign investment companies,” dealers in securities or currencies, traders in securities, partnerships or other pass-through entities (or investors in such entities), U.S. holders (as defined below) whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction.

As used in this discussion, “U.S. holder” means a beneficial owner of the notes who is treated for U.S. federal income tax purposes as:

• an individual who is a citizen or resident of the United States;

• a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust if (i) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have authority to control all its substantial decisions or (ii) the trust was in existence on August 20, 1996, was treated as a U.S. person prior to such date, and validly elected to continue to be so treated.

A “non-U.S. holder” is a beneficial owner of the notes who is an individual, corporation, estate or trust for U.S. federal income tax purposes and who is not a U.S. holder.

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Partnerships and their partners should consult their tax advisors as to the tax consequences to them of the exchange of the outstanding notes for the exchange notes pursuant to the exchange offer and the ownership and disposition of the notes.

YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE EXCHANGE OF OUTSTANDING NOTES FOR EXCHANGE NOTES PURSUANT TO THIS EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, OR ANY OTHER U.S. FEDERAL TAX LAWS.

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Exchange Pursuant to the Exchange Offer

The exchange of outstanding notes for exchange notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes and tax consequences as the outstanding notes exchanged therefor, including without limitation, the same issue price, adjusted tax basis and holding period.

Classification of the Notes

In certain circumstances (see “Description of Notes—Optional Redemption,” and “Description of Notes—Change of Control”), we may be obligated to pay amounts in excess of stated interest or principal on the notes. We intend to take the position that the possibility of such payments should not cause the notes to be treated as contingent payment debt instruments for U.S. federal income tax purposes. This position is based in part on assumptions regarding the likelihood, as of the date of issuance of the outstanding notes, that we will not have to make any such additional payments. Assuming our position is respected, a holder generally would not be required to include any income in respect of the foregoing contingencies unless and until any of the contingencies occurred. Our position is binding on a holder unless the holder explicitly discloses on its U.S. federal income tax return that it is taking a contrary position. However, our position is not binding on the IRS, and if the IRS were to challenge our position, a holder might be required to accrue income on its notes in excess of stated interest on the notes, and to treat as ordinary income, rather than capital gain, any income realized on the taxable disposition of a note before the resolution of the contingencies. The following discussion assumes that the notes will not be treated as contingent payment debt instruments for U.S. federal income tax purposes. Holders are urged to consult their own tax advisors regarding the potential application of the contingent payment debt instrument rules to the notes and the consequences thereof.

U.S. Holders

Stated Interest

Absent an election to include all interest on a note in gross income under the constant yield method, as discussed below under “Election of Constant Yield Method for All Interest,” payments of stated interest on the notes generally will be taxable to a U.S. holder as ordinary income at the time the payments are received or accrued, in accordance with the holder’s method of accounting for U.S. federal income tax purposes.

Market Discount

If a U.S. holder acquires a note at a cost that is less than its stated principal amount, the amount of the difference is treated as “market discount” for U.S. federal income tax purposes, unless the difference is less than .0025 multiplied by the note’s stated principal amount multiplied by the number of complete years to maturity of the note from the date of acquisition (in which case, the difference is “de minimis market discount”). In general, market discount will be treated as accruing ratably over the remaining term of the note or, at the holder’s election, on a constant yield to maturity basis. If a constant yield election is made, it will apply only to the note for which it is made and may not be revoked.

A U.S. holder may elect to include market discount in income currently as it accrues. Once made, this election will apply to all market discount obligations acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder’s tax basis in a note will be increased by the amount of market discount included in the holder’s income under the election. If a holder does not elect to include accrued market discount in income over the remaining term of the note, the holder may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until maturity or until a taxable disposition of the note.

If a U.S. holder acquires a note at a market discount, the holder will be required to treat any gain on the disposition of the note as ordinary income to the extent of accrued market discount not previously included in income with respect to the note. If a U.S. holder disposes of a note with market discount in certain otherwise nontaxable transactions, the U.S. holder must include accrued market discount in income as ordinary income as if the holder had sold the note at its then fair market value.

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Amortizable Bond Premium

A U.S. holder generally will be considered to have acquired a note with amortizable bond premium if the holder acquires the note for an amount greater than the stated principal amount. The amount of amortizable premium generally will equal the excess the amount paid for the note over the note’s stated principal amount, or if it results in a smaller amount of amortizable premium in the period prior to a call date described under “Description of Notes — Optional Redemption,” the amount payable on the earlier call date. A U.S. holder who purchases a note with amortizable bond premium may elect to amortize the bond premium as an offset to stated interest income under a constant yield method from the acquisition date to the note’s maturity date, or if it results in a smaller amount of amortizable premium, to the earlier call date. Once made, this election applies to all debt obligations held or subsequently acquired by the holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder who elects to amortize bond premium must reduce its tax basis in the note by the amount of bond premium used to offset stated interest income.

Election of Constant Yield Method for All Interest

A U.S. holder may elect to include all interest on a note (including any stated interest, market discount and de minimis market discount, as adjusted by any amortizable bond premium) in gross income under the constant yield method described above. This election must be made for the taxable year in which the holder acquires the note, and may not be revoked without the consent of the IRS. If a note was acquired with market discount, this election will result in a deemed election to accrue market discount in income currently with respect to the note and all other market discount obligations acquired by the holder on or after the first day of the taxable year to which the election first applies. Similarly, if a note was acquired with amortizable bond premium, this election will result in a deemed election to amortize bond premium with respect to the note and all other debt obligations held or subsequently acquired by the holder on or after the first day of the taxable year to which the election first applies. U.S. holders should consult their tax advisors about this election.

Sale or Other Taxable Disposition of the Notes

A U.S. holder will recognize gain or loss on the sale, exchange (other than pursuant to a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid stated interest, which will be taxable as interest to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note generally will be the holder’s cost therefor, increased by any market discount previously included in gross income with respect to the note and reduced by the amount of any amortizable bond premium previously taken into account with respect to the note. Other than as described above under “— Market Discount,” this gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. holder has held the note for more than one year. Long-term capital gains of non-corporate holders are currently subject to tax at a reduced rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

A U.S. holder may be subject to information reporting and backup withholding (currently, at a rate of 28%) with respect to interest received on the notes and on the proceeds received upon the sale or other disposition (including a retirement or redemption) of the notes. Certain holders (including corporations) generally are not subject to information reporting or backup withholding. A U.S. holder generally will be subject to backup withholding if the holder is not otherwise exempt and:

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• the holder fails to furnish its taxpayer identification number, which, for an individual, is ordinarily his or her Social Security number;

• the holder furnishes an incorrect taxpayer identification number;

• we are notified by the IRS that the holder is subject to backup withholding because it has failed to properly report payments of interest or dividends; or

• the holder fails to certify, under penalties of perjury, that it has furnished its correct taxpayer identification number and has not been notified that it is subject to backup withholding.

U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

Non-U.S. Holders

Interest

Interest (including amounts received upon a taxable disposition of a note that represents accrued interest) paid to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business will not be subject to a 30% U.S. federal withholding tax provided the following requirements are met:

• the holder does not directly, indirectly, actually or constructively own 10% or more of the total combined voting power of all of the classes of the stock of the Parent;

• the holder is not a “controlled foreign corporation” related to the Parent; and

• either (1) the non-U.S. holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a U.S. person and provides its name and address (which certification may be made on IRS Form W-8BEN, or applicable successor form), (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement, under penalties of perjury, that the holder is not a U.S. person and provides us or our paying agent with a copy of the statement or (3) the non-U.S. holder holds its notes through a “qualified intermediary” and certain conditions are satisfied.

If the requirements described above are not satisfied, the gross amount of any payments of interest made to the non-U.S. holder generally will be subject to a 30% U.S. federal withholding tax unless the payments are effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business or the non-U.S. holder is entitled to a reduction of, or an exemption from, the withholding tax under an income tax treaty between the United States and the non-U.S. holder’s country of residence. A non-U.S. holder claiming a reduction of, or an exemption from, the 30% withholding tax generally must complete (i) IRS Form W-8ECI, stating that interest paid on a note is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business or (ii) IRS Form W-8BEN, claiming the benefit of an applicable treaty. In some cases, a non-U.S. holder instead may be permitted to provide documentary evidence of its claim of treaty benefits to an intermediary, or a qualified intermediary already may have some or all of the necessary evidence in its files.

The certification requirements described above may require a non-U.S. holder to provide its U.S. taxpayer identification number in order to claim the benefit of an income tax treaty or for other reasons. Special certification requirements apply to intermediaries. Non-U.S. holders should consult their tax advisors regarding the certification requirements discussed above.

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Sale or Other Taxable Disposition of the Notes

A non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note unless:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, in which case, the non-U.S. holder will be taxed as discussed below under “—U.S. Trade or Business”; or

• the holder is an individual present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case, the holder will be subject to a U.S. federal income tax of 30% (or, if applicable, a lower treaty rate) on the gain, which may be offset by certain U.S.-source capital losses.

U.S. Trade or Business

If interest or gain from a disposition of the notes is effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, the non-U.S. holder maintains a “permanent establishment” in the United States to which the interest or gain is attributable, the non-U.S. holder, though exempt from the 30% U.S. federal withholding tax (assuming the appropriate certification is provided), generally will be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a U.S. holder. A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Information Reporting and Backup Withholding

Backup withholding generally will not apply to payments of interest made by us or our paying agent, in such capacities to a non-U.S. holder of a note if the holder certifies as to its non-U.S. status in the manner described above under “—Non-U.S. Holders—Interest.” However, information reporting on IRS Form 1042-S may still apply with respect to interest payments. In addition, information regarding interest payments on the notes may be made available to the tax authorities in the country where the non-U.S. holder resides or is established, pursuant to an applicable income tax treaty.

Payments of the proceeds from a disposition (including a retirement or redemption) by a non-U.S. holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

• a U.S. person;

• a controlled foreign corporation for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or

• a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of the income or capital interest in the partnership, or if at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

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Payment of the proceeds from a disposition (including a retirement or redemption) by a non-U.S. holder of a note made to or through the U.S. office of a broker generally will be subject to information reporting and backup withholding unless the beneficial owner certifies as to its non-U.S. status or otherwise establishes an exemption from information reporting and backup withholding.

Non-U.S. holders should consult their tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of, and the procedure for obtaining an exemption from, withholding, information reporting and backup withholding under current U.S. Treasury Regulations. In this regard, the current U.S. Treasury Regulations provide that a certification may not be relied on if the payer knows or has reason to know that the certification may be false. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE NOTES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, OR ANY OTHER U.S. FEDERAL TAX LAWS.

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PLAN OF DISTRIBUTION

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days after the date the registration statement with which this prospectus being a part is declared effective, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale. In addition, until 90 days after the date of this prospectus, all dealers that effect transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to their outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

86

LEGAL MATTERS

The validity of the exchange notes being offered hereby will be passed upon for us by Latham & Watkins LLP, Chicago, Illinois. Drinker Biddle & Reath LLP will pass on certain matters under Pennsylvania law. Sullivan & Worcester LLP will pass on certain matters under Massachusetts law.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated herein by reference to the Annual Report on Form 10-K for the year ended December 31, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

87

Entercom Radio, LLC

Exchange Offer for

10 ¹/2% Senior Notes due 2019

PROSPECTUS

December     , 2011

Until 90 days after the date of this prospectus, all dealers that effect transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to any obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Executive Officers.

Entercom Communication Corp.’s (the “Parent”) Amended and Restated Articles of Incorporation provide that the Parent’s directors shall not be personally liable to the Parent and its shareholders for monetary damages 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 applicable provisions of Pennsylvania law, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This provision does not eliminate the duty of care, and, in appropriate circumstances, equitable remedies such as an injunction or other forms of non-monetary relief would remain available under Pennsylvania law. The provision does not affect a director’s responsibilities under any other law, such as federal securities laws, criminal laws or state or federal environmental laws. The Parent’s Amended and Restated Bylaws provide that the Parent shall indemnify its officers and directors to the fullest extent permitted by Pennsylvania law, including some instances in which indemnification is otherwise discretionary under Pennsylvania law.

In general, any officer or director of the Parent shall be indemnified by the Parent against expenses including attorneys’ fees, judgments, fines and settlements actually and reasonably incurred by that person in connection with a legal proceeding as a result of such relationship, whether or not the indemnified liability arises from an action by or in the right of the Parent, if the officer or director acted in good faith and in the manner believed to be in, or not opposed to, the Parent’s best interest, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Such indemnity is limited to the extent that (i) such person is not otherwise indemnified and (ii) such indemnifications are not prohibited by Pennsylvania law or any other applicable law.

Any indemnification under the previous paragraph (unless ordered by a court) shall be made by the Parent only as authorized in the specific case upon the determination that indemnification of the director or officer is proper in the circumstances because that person has met the applicable standard of conduct set forth above. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum of disinterested directors who are not parties to such action or (ii) if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. To the extent that a director or officer of the Parent shall be successful in prosecuting an indemnity claim, the reasonable expenses of any such person and the fees and expenses of any special legal counsel engaged to determine the possibility of indemnification shall be borne by the Parent.

Expenses incurred by a director or officer of the Parent in defending a civil or criminal action, suit or proceeding shall be paid by the Parent in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that person is not entitled to be indemnified by the Parent under the Bylaws or applicable provisions of Pennsylvania law.

The indemnification and advancement of expenses provided by, or granted pursuant to Article VIII of the Bylaws is not deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, both as to action in that person’s official capacity and as to action in another capacity while holding such office.

To satisfy its indemnification obligations, the Parent 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 Parent, or use any other mechanism or arrangement whatsoever in such amounts, costs, terms and conditions as the Board of Directors shall deem appropriate. The obligations of the Parent to indemnify a director or officer under Article VIII of the Bylaws is a contract between the Parent and such director or officer and no modification or repeal of the Bylaws shall detrimentally affect such officer or director with regard to that person’s acts or omissions prior to such amendment or repeal.

The Parent maintains insurance for its directors and officers for certain losses arising from claims or charges made against them in their capacities as directors and officers of the Parent.

The charter documents or operating agreements of the other Co-Registrants, including the Issuer, under applicable state laws contain provisions similar to those detailed above.

II-1

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

See the Exhibit Index beginning on page E-1, which follows the signature pages hereof and is incorporated herein by reference.

(b) Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is shown in the consolidated financial statements or notes thereto.

Item 22. Undertakings

(a)          Each of the undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter hasbeen settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c)          Each of the undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d)          Each of the undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM COMMUNICATIONS CORP.
By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President, Secretary, General Counsel and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and a Director
Principal Financial Officer:
/s/ STEPHEN F. FISHER	Executive Vice President — Operations	December 19, 2011
Stephen F. Fisher	and Chief Financial Officer
Principal Accounting Officer:
/s/ EUGENE D. LEVIN	Vice President, Treasurer and Controller	December 19, 2011
Eugene D. Levin
Directors:
/s/ JOSEPH M. FIELD	Chairman of the Board	December 19, 2011
Joseph M. Field

II-3

/s/ JOHN C. DONLEVIE	Executive Vice President, Secretary,	December 19, 2011
John C. Donlevie	General Counsel and a Director
/s/ DANIEL E. GOLD	Director	December 19, 2011
Daniel E. Gold
/s/ ROBERT S. WIESENTHAL	Director	December 19, 2011
Robert S. Wiesenthal
/s/ MICHAEL J. WOLF	Director	December 19, 2011
Michael J. Wolf

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President, Secretary and Manager

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and Manager
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President — Operations, Chief Financial Officer	December 19, 2011
Stephen F. Fisher	and Manager
Managers:
/s/ JOHN C. DONLEVIE	Executive Vice President, Secretary	December 19, 2011
John C. Donlevie	and Manager

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM AUSTIN LICENSE, LLC	ENTERCOM AUSTIN, LLC
ENTERCOM CALIFORNIA, LLC	ENTERCOM DENVER LICENSE, LLC
ENTERCOM DENVER, LLC	ENTERCOM GAINESVILLE LICENSE, LLC
ENTERCOM GAINESVILLE, LLC	ENTERCOM GREENSBORO LICENSE, LLC
ENTERCOM GREENSBORO, LLC	ENTERCOM GREENVILLE LICENSE, LLC
ENTERCOM GREENVILLE, LLC	ENTERCOM INDIANAPOLIS LICENSE, LLC
ENTERCOM INDIANAPOLIS, LLC	ENTERCOM KANSAS CITY LICENSE, LLC
ENTERCOM KANSAS CITY, LLC	ENTERCOM MADISON LICENSE, LLC
ENTERCOM MADISON, LLC	ENTERCOM MEMPHIS LICENSE, LLC
ENTERCOM MEMPHIS, LLC	ENTERCOM MILWAUKEE LICENSE, LLC
ENTERCOM MILWAUKEE, LLC	ENTERCOM NEW ORLEANS LICENSE, LLC
ENTERCOM NEW ORLEANS, LLC	ENTERCOM NORFOLK LICENSE, LLC
ENTERCOM NORFOLK, LLC	ENTERCOM PORTLAND LICENSE, LLC
ENTERCOM PORTLAND, LLC	ENTERCOM PROVIDENCE LICENSE, LLC
ENTERCOM PROVIDENCE, LLC	ENTERCOM SACRAMENTO LICENSE, LLC
ENTERCOM SAN FRANCISCO LICENSE, LLC	ENTERCOM SEATTLE LICENSE, LLC
ENTERCOM SEATTLE, LLC	ENTERCOM WICHITA LICENSE, LLC
ENTERCOM WICHITA, LLC	ENTERCOM WILKES-BARRE SCRANTON, LLC
ENTERCOM PROPERTIES, LLC	DELAWARE EQUIPMENT HOLDINGS, LLC

By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

II-6

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and Manager of Entercom Radio, LLC, the sole member of each registrant listed above
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President,	December 19, 2011
Stephen F. Fisher	Chief Financial Officer and Manager of Entercom Radio, LLC, the sole member of each registrant listed above
Managers:
/s/ JOHN C. DONLEVIE	Executive Vice President, Secretary	December 19, 2011
John C. Donlevie	and Manager of Entercom Radio, LLC, the sole member of each registrant listed above

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM NEW YORK, INC.
By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President, Secretary and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and a Director
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President, Chief	December 19, 2011
Stephen F. Fisher	Financial Officer and a Director
Director:
/s/ JOHN C. DONLEVIE		December 19, 2011
John C. Donlevie	Executive Vice President, Secretary
	and a Director

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM BUFFALO, LLC	ENTERCOM BUFFALO LICENSE, LLC
ENTERCOM ROCHESTER, LLC	ENTERCOM ROCHESTER LICENSE, LLC

By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and Director of Entercom New York, Inc., the sole member of each registrant listed above
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President,	December 19, 2011
Stephen F. Fisher	Chief Financial Officer and Director of Entercom New York, Inc., the sole member of each registrant listed above
Directors:
/s/ JOHN C. DONLEVIE	Executive Vice President, Secretary	December 19, 2011
John C. Donlevie	and Director of Entercom New York, Inc., the sole member of each registrant listed above

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM INCORPORATED
By:	/s/ John C. Donlevie
	John C. Donlevie President, Secretary and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ JOHN C. DONLEVIE	President, Secretary	December 19, 2011
John C. Donlevie	and a Director
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Vice President, Treasurer	December 19, 2011
Stephen F. Fisher	and a Director
Director:
/s/ KAMINI PATEL	Director	December 19, 2011
Kamini Patel

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM BOSTON 1 TRUST
By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President and Chief Executive Officer	December 19, 2011
David J. Field
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President and Chief	December 19, 2011
Stephen F. Fisher	Financial Officer
/s/ JOHN C. DONLEVIE	Executive Vice President and Secretary	December 19, 2011
John C. Donlevie
/s/ JOSEPH M. FIELD	Sole Trustee	December 19, 2011
Joseph M. Field

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM BOSTON, LLC	ENTERCOM BOSTON LICENSE, L.L.C.
ENTERCOM SPRINGFIELD, LLC	ENTERCOM SPRINGFIELD LICENSE, LLC

By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President and Chief Executive Officer	December 19, 2011
David J. Field
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President and Chief	December 19, 2011
Stephen F. Fisher	Financial Officer
/s/ JOHN C. DONLEVIE	Executive Vice President and Secretary	December 19, 2011
John C. Donlevie
/s/ JOSEPH M. FIELD	Sole Trustee of Entercom Boston I Trust,	December 19, 2011
Joseph M. Field	the Sole Member of each registrant listed above

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on December 19, 2011.

ENTERCOM CAPITAL, INC.
By:	/s/ John C. Donlevie
	John C. Donlevie Executive Vice President, Secretary and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John C. Donlevie and Stephen F. Fisher, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer:
/s/ DAVID J. FIELD	President, Chief Executive Officer	December 19, 2011
David J. Field	and a Director
Principal Financial and Accounting Officer:
/s/ STEPHEN F. FISHER	Executive Vice President, Chief	December 19, 2011
Stephen F. Fisher	Financial Officer and a Director
Director:
/s/ JOHN C. DONLEVIE	Executive Vice President, Secretary	December 19, 2011
John C. Donlevie	and a Director

II-13

INDEX TO EXHIBITS

Exhibit   Number		Description
3.1	*	Amended Certificate of Formation of Entercom Radio, LLC.
3.2	*	Restated Limited Liability Company Agreement of Entercom Radio, LLC.
3.3	(1)	Amended and Restated Articles of Incorporation of the Entercom Communications Corp., as further amended on December 19, 2007 and May 15, 2009.
3.4	(2)	Amended and Restated Bylaws of the Entercom Communications Corp.
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 Limited Liability Company Agreement of Entercom Boston, LLC.
3.15	*	Certificate of Formation of Entercom Boston License, L.L.C.
3.16	*	Restated Limited Liability Company Agreement of Entercom Boston License, L.L.C.
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 License, 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 Agreement 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 Company Agreement of Entercom Gainesville License, LLC.
3.33	*	Certificate of Formation of Entercom Greensboro, LLC.

E-1

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.

E-2

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 Liability Company Agreement of Entercom Portland, LLC.
3.75	*	Certificate of Formation of Entercom Portland License, LLC.
3.76	*	Limited Liability 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, LLC.
3.79	*	Certificate of Formation of Entercom Providence, LLC.
3.80	*	Limited Liability Company Agreement of Entercom Providence, LLC.
3.81	*	Certificate of Formation of Entercom Providence License, LLC.
3.82	*	Limited Liability Company Agreement of Entercom Providence License, LLC.
3.83	*	Certificate of Formation of Entercom Rochester, LLC.
3.84	*	Limited Liability Company Agreement of Entercom Rochester, LLC.
3.85	*	Certificate of Formation of Entercom Rochester License, LLC.
3.86	*	Limited Liability 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 License, LLC.
3.89	*	Certificate of Formation of Entercom San Francisco License, LLC.
3.90	*	Limited Liability Company Agreement of Entercom San Francisco License, 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 License, LLC.
3.99	*	Certificate of Formation of Entercom Wichita, LLC.
3.100	*	Limited Liability Company Agreement of Entercom Wichita, LLC.
3.101	*	Certificate of Formation of Entercom Wichita License, LLC.
3.102	*	Limited Liability Company Agreement of Entercom Wichita License, LLC.
3.103	*	Certificate of Formation of Entercom Wilkes-Barre Scranton, LLC.
3.104	*	Limited Liability Company Agreement of Entercom Wilkes-Barre Scranton, LLC.
4.1	(3)	Indenture, dated November 23, 2011, among Entercom Radio, LLC, the note guarantors party thereto and Wilmington Trust, National Association, as trustee.
4.2	*	Form of 10 1/2% Senior Notes due 2019, Series B.

E-3

4.3	(4)	Registration Rights Agreement, dated November 23, 2011, among Entercom Radio, LLC, Entercom Communications Corp., the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc., as the initial purchasers.
5.1	*	Opinion of Latham & Watkins LLP.
5.2	*	Opinion of Drinker Biddle & Reath LLP.
5.3	*	Opinion of Sullivan & Worcester LLP.
10.1	(5)	Credit Agreement, dated November 23, 2011, among Entercom Radio, LLC, Entercom Communications Corp., Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, the other lenders party thereto, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as co-syndication agents, Deutsche Bank Securities and Suntrust Bank, as co-documentation agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers.
10.2	(6)	Amended and Restated Employment Agreement, dated December 23, 2010, between Entercom Communications Corp. and David J. Field.
10.3	(7)	Employment Agreement, dated July 1, 2007, between Entercom Communications Corp. and Joseph M. Field.
10.4	(8)	First Amendment to Employment Agreement, dated December 15, 2008, between Entercom Communications Corp. and Joseph M. Field.
10.5	(9)	Employment Agreement, dated December 23, 2010, between Entercom Communications Corp. and Stephen F. Fisher.
10.6	(10)	Employment Agreement, dated December 17, 1998, between Entercom Communications Corp. and John C. Donlevie.
10.7	(11)	Entercom Non-Employee Director Compensation Policy, adopted May 18, 2010.
10.8	(12)	Amended and Restated Entercom Equity Compensation Plan.
10.9	(13)	Entercom Annual Incentive Plan.
12.1	*	Computation of Ratio of Earnings to Fixed Charges.
21.1	*	Subsidiaries of Entercom Communications Corp.
23.1	*	Consent of PricewaterhouseCoopers LLP.
23.2	*	Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
23.3	*	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.2 hereto).
23.4	*	Consent of Sullivan & Worcester LLP (included in Exhibit 5.3 hereto).
24.1	*	Powers of Attorney (included in signature pages hereto).
25.1	*	Statement of Eligibility 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, Commercial Banks, Trust Companies and other Nominees.
99.4	*	Form of Instructions from Beneficial Owners to Registered Holders and DTC Participants.
99.5	*	Form of Letter to Clients.

* Filed herewith.

E-4

(1)	Incorporated by reference to Exhibit 3.01 of our Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of our Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009.
(2)	Incorporated by reference to Exhibit 3.01 of our Current Report on Form 8-K as filed on February 21, 2008.
(3)	Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K as filed on November 25, 2011.
(4)	Incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K as filed on November 25, 2011.
(5)	Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K as filed on November 25, 2011.
(6)	Incorporated by reference to Exhibit 10.01 of our Annual Report on Form 10-K for the year ended December 31, 2010, as filed on February 9, 2011.
(7)	Incorporated by reference to Exhibit 10.02 to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2007, as filed on November 21, 2007.
(8)	Incorporated by reference to Exhibit 10.04 to our Annual Report on Form 10-K for the year ended December 31, 2008, as filed on February 26, 2009.
(9)	Incorporated by reference to Exhibit 10.04 of our Annual Report on Form 10-K for the year ended December 31, 2010, as filed on February 9, 2011.
(10)	Incorporated by reference to Exhibit 10.03 to our Amendment to Registration Statement on Form S-1, as filed on January 6, 1999. (File No. 333-61381).
(11)	Incorporated by reference to Exhibit 10.04 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed on August 2, 2010.
(12)	Incorporated by reference to Appendix A to our Proxy Statement on Schedule 14A filed on March 23, 2009.
(13)	Incorporated by reference to Exhibit 10.02 to our Current Report on Form 8-K filed on May 19, 2008.

E-5

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

ENTERCOM RADIO, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Radio, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 21^st day of September, 1999.

/s/    Judith T. Kaiser         

Judith T. Kaiser

Authorized Person

CERTIFICATE OF MERGER

ENTERCOM INVESTORS CORP.

a Pennsylvania corporation

and

ECI LICENSE COMPANY, L.P.

a Pennsylvania limited partnership

with and into

ENTERCOM RADIO, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM RADIO, LLC (the “LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM INVESTORS CORP., a Pennsylvania corporation (the “Corporation”), and ECI LICENSE COMPANY, L.P., a Pennsylvania limited partnership (the “Partnership”), with and into the LLC. The LLC, the Corporation and the Partnership are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Radio, LLC	Delaware
Entercom Investors Corp.	Pennsylvania
ECI License Company, L.P.	Pennsylvania

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The Constituent Company surviving the Merger shall be the LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Radio, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any person or entity holding an interest in any of the Constituent Companies.

SIXTH: The Merger shall become effective at 12:00 PM Eastern Standard Time on December 31, 1999.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the LLC this 30th day of December, 1999.

ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF AMENDMENT

OF

ENTERCOM RADIO, LLC

1. The name of the limited liability company is Entercom Radio, 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 COMMUNICATIONS CORP.
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

Certificate Of Merger

of

Entercom Internet Holding, LLC

into

Entercom Radio, LLC

Under Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Radio, LLC, hereby certifies that:

1. The name and jurisdiction of formation of each of domestic limited liability companies are:

a. Entercom Radio, LLC, a Delaware limited liability company; and

b. Entercom Internet Holding, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company is Entercom Radio, LLC, which will continue its existence as said surviving domestic limited liability company.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 401 City Avenue, Suite 809, Bala Cynwyd 19004.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Radio, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Secretary, on the 2^nd day of December 2003.

Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/    Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Radio, LLC

Certificate Of Merger

of

Entercom Longview, LLC

into

Entercom Radio, LLC

Under Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Radio, LLC, hereby certifies that:

1. The name and jurisdiction of formation of each of the domestic limited liability companies are:

a. Entercom Radio, LLC, a Delaware limited liability company; and

b. Entercom Longview, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company is Entercom Radio, LLC, which will continue its existence as said surviving domestic limited liability company.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 401 City Avenue, Suite 809, Bala Cynwyd, PA 19004.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Radio, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Assistant Secretary, on the 9^th day of December 2005.

Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/    Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Radio, LLC

Certificate of Merger

of

Entercom Longview License, LLC,

into

Entercom Radio, LLC

Under Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Radio, LLC, hereby certifies that:

1. The name and jurisdiction of formation of each of the domestic limited liability companies are:

a. Entercom Radio, LLC, a Delaware limited liability company; and

b. Entercom Longview License, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company is Entercom Radio, LLC, which will continue its existence as said surviving domestic limited liability company.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 401 City Avenue, Suite 809, Bala Cynwyd, PA 19004.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Radio, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Assistant Secretary, on the 9^th day of December 2005.

Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/    Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Radio, LLC

Certificate Of Merger

of

Entercom Cincinnati, LLC

into

Entercom Radio, LLC

Under Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Radio, LLC, hereby certifies that:

1. The name and jurisdiction of formation of each of the domestic limited liability companies are:

a. Entercom Radio, LLC, a Delaware limited liability company; and

b. Entercom Cincinnati, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company is Entercom Radio, LLC, which will continue its existence as said surviving domestic limited liability company.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 401 City Avenue, Suite 809, Bala Cynwyd, PA 19004.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Radio, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Assistant Secretary, on the 15 day of December 2008.

Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/    Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Radio, LLC

Certificate Of Merger

of

Entercom Cincinnati License, LLC

into

Entercom Radio, LLC

Under Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Radio, LLC, hereby certifies that:

1. The name and jurisdiction of formation of each of the domestic limited liability companies are:

a. Entercom Radio, LLC, a Delaware limited liability company; and

b. Entercom Cincinnati License, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company is Entercom Radio, LLC, which will continue its existence as said surviving domestic limited liability company.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 401 City Avenue, Suite 809, Bala Cynwyd, PA 19004.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Radio, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Assistant Secretary, on the 15 day of December 2008.

Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/    Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Radio, LLC

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 Radio, 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
	Print or Type

EX-3.2

Exhibit 3.2

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM RADIO, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM RADIO, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM COMMUNICATIONS CORP., a Pennsylvania corporation, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 21, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of September 21, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Communications Corp.	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) Board of Managers.

(i) The Company will be managed by a Board of Managers. The Board of Managers shall be elected by the Member on an annual basis. Each Manager of the Company shall be a natural person of full age who need not be a resident of the State of Delaware or a Member of the Company. The Board of Managers shall have the authority to fix the compensation of Managers for their services as Managers and a Manager may be a salaried officer of the Company.

(ii) The Member, by written consent or at an annual or special meeting, may, at any time (a) fix the number of Managers; (b) elect individuals or entities to serve on the Board of Managers; (c) remove any Manager, with or without cause; and (d) fill vacancies in the Board of Managers, including vacancies resulting from an increase in the size of the Board, or upon the death, resignation or removal of a Manager.

(iii) The initial Board of Managers shall consist of John C. Donlevie, Joseph M. Field, David J. Field and Stephen Fisher (collectively, the “initial Managers”). The initial Managers shall serve until the end of their initial one-year term, at which time the Member may either re-elect any or all of the initial Members or choose to elect new Managers.

(b) Resignation; Vacancies.

A Manager may resign by providing written notice to the Board of Managers. The resignation shall take effect when received by the Company, or at a later date stated in the notice of resignation. Vacancies in the Board of Managers, including vacancies resulting from an increase in the number of Managers, may be filled by a majority vote of the remaining members of the Board though less than a quorum, and each person so selected shall be a Manager to serve until the next election of Managers, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

(c) Authority of the Board of Managers.

(i) Except as otherwise provided herein, the Board of Managers, acting as a group, shall have the sole authority to manage and control the business, affairs and properties of the Company, and is authorized to approve any contracts, enter into any transactions, and make or obtain any commitments on behalf of the Company to conduct or further the Company’s business. Each Manager shall have one (1) vote in all Board decisions. Notwithstanding the foregoing, the following actions shall require the consent of the Member:

(1) Subject to Section 4 hereof, the termination, liquidation, or dissolution of the Company.

(2) The transfer, sale or other disposition of all or substantially all of the assets of the Company in a single transaction or series of transactions.

(3) A merger or consolidation of the Company.

(ii) The Board of Managers may designate one or more committees of Managers as may be deemed desirable by the Board and may delegate to such committees any of the Board’s responsibilities and authority. Vacancies in the membership of any committee shall be filled by the Board of Managers at a regular or special meeting. Any such committee shall have and exercise the authority of the Board of Managers in the management of the business affairs of the Company. The resolution establishing a committee shall set forth the duties and authority of the committee, its size, its members and its chairperson, or a method by which they are determined, its frequency of meeting, and its duration. The committee or committees designated shall keep regular minutes of its proceedings and report the same to the Board when required. The foregoing provision does not alter or waive any duty that a Manager may have to the Company concerning the Manager’s exercise of management authority.

(iii) Each Manager must discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner which the Manager reasonably believes to be in the best interests of the Company. A Manager may rely on information received from other persons if that reliance is reasonable and consistent with the Manager’s duties.

(d) Acts of Managers.

Except to the extent that the Act, the Certificate of Formation of the Company or this Agreement requires otherwise, an act of the Managers consists of either (i) the consent of at least a majority of the Managers represented at a properly called meeting of the Board of Managers when a quorum (as set forth in Section 3(e)(vi)) is present, or (ii) written consent without a meeting in accordance with Section 3(e)(v).

(e) Meetings of Managers.

(i) The Board of Managers of the Company may hold meetings, both regular and special, either within or without the State of Delaware. Managers may participate in such meetings in person or by teleconference.

(ii) At every meeting of the Board of Managers, 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, or a person chosen by a majority of the Managers present, shall act as chairman of, and preside over, 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.

(iii) Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the consent of at least a majority of the Board at a duly convened meeting, or by unanimous consent of the Board of Managers at any time, provided, however, that the dates for such meetings are fixed by the Board of Managers 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 Manager.

(iv) Special meetings of the Board may be called by the Member or any two (2) or more Managers or the President. Notice of every special meeting of the Board of Managers shall be given to each Manager by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, 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 place 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.

(v) Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a meeting by written action signed by all of the Managers of the Company. The written action is effective when executed by all of the Managers and delivered to the Company.

(vi) Attendance and voting at any meeting of the Board of Managers shall not be permitted by proxy. For any meeting of the Managers, a quorum consists of a majority of the Managers then serving on the Board of Managers.

(vii) Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the Managers in office is filed with the Secretary of the Company or the action is ratified by the Managers at the next regular or special meeting thereof.

(viii) A Manager of the Company who is present at a meeting of the Board of Managers, or of a committee of the Board, at which action on any company matter is taken on which the Manager 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 Manager files his or her written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent m writing to the Secretary of the Company immediately after the adjournment of the meeting. The right to dissent shall not apply to a Manager who voted in favor of the action. Nothing in this section shall bar a Manager from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of such minutes, the Manager notifies the Secretary, in writing, of the asserted omission or inaccuracy.

(ix) Waiver of Notice.

(1) Written Waiver. Whenever any written notice is required to be given under the provisions of the Act, the Certificate of Formation of the Company or this Agreement, 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 notice of the meeting.

(2) 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.

(f) Nonliability of Managers for Acts or Omissions in their Official Capacity.

To the fullest extent permitted by Delaware law, Managers and officers of the Company shall have no personal liability for damages or other monetary relief on account of any act, omission, or conduct in the Manager’s or officer’s official capacity, or for failure to perform in accordance with, or comply with the terms of this Agreement, or for any other reasons, unless such failure to perform or to comply or other reason constitutes willful misconduct or gross negligence by the Manager or officer. No amendment or repeal of this section affects any liability or alleged liability of any Manager or officer for any acts, omissions, or conduct that occurred prior to the amendment or repeal.

(g) Officers of the Company.

(i) The Board of Managers may designate one or more individuals to serve as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer (“CEO”), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer (“COO”), a Chief Financial Officer (“CFO”), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company shall be:

Name	Office
Joseph M. Field	Chairman and Chief Executive Officer
David J. Field	President and Chief Operating Officer
Stephen Fisher	Senior Vice President and Chief Financial Officer
John C. Donlevie	Executive Vice President and Secretary
Eugene D. Levin	Treasurer and Assistant Secretary
Reed Slogoff	Assistant Secretary

(ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(iii) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to

Managers of the Company. An officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses 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 this Agreement 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.

(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may grant powers of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.

(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers 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.

(vi) 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 Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.

(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare of the Company, subject however, to the control of the Board of Managers. The CEO shall sign, execute, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, to some other officer or agent of the Company; 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 Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.

(viii) 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 CEO.

(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.

(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers 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 Company as required by law; 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 Managers or the CEO.

(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.

(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company 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 Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company’s financial records by the Company’s certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.

(xiii) 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 Company; 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 Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.

(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers 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 3.(h)(v), 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 Manager of the Company.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof; the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM COMMUNICATIONS CORP.
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

DELAWARE EQUIPMENT HOLDINGS, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Delaware Equipment Holdings, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 30^th day of November, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

DELAWARE EQUIPMENT HOLDINGS, LLC

1. The name of the limited liability company is Delaware Equipment Holdings, 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 6^th day of December, 2000.

SOLE MEMBER:
ENTERCOM RADIO, LLC
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

Delaware Equipment Holdings, 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
	Print or Type

EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

DELAWARE EQUIPMENT HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) of DELAWARE EQUIPMENT HOLDINGS, LLC (the “Company”), is entered into as of the 30^th day of November, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation acquiring, maintaining and/or operating aircraft), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows

Name	Address
Entercom Radio LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

ENTERCOM AUSTIN, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize, a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Austin, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 22^nd day of August, 2006.

/s/ Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Austin, 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
	Print or Type

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM AUSTIN, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM AUSTIN, LLC (the “Company”), is entered into as of the 22nd day of August, 2006, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or, activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(i) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

ENTERCOM AUSTIN LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize, a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Austin License, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 22^nd day of August, 2006.

/s/ Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Austin License, 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
	Print or Type

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM AUSTIN LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM AUSTIN LICENSE, LLC (the “Company”), is entered into as of the 22nd day of August, 2006, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.11

Exhibit 3.11

AGREEMENT AND DECLARATION OF TRUST OF

ENTERCOM BOSTON 1 TRUST

Dated: September 18, 1998

AGREEMENT AND DECLARATION OF TRUST OF

ENTERCOM BOSTON 1 TRUST

Article I THE TRUST		2
Section 1.1.	Name	2
Section 1.2.	Offices: Resident Agent	2
Section 1.3.	Nature of Trust	2
Section 1.4.	Distributions	2
Section 1.5.	Shareholder Assessments	2
Section 1.6.	Definitions	2
Article II PURPOSE OF THE TRUST		4
Article III TRUSTEES		4
Section 3.1.	Number, Designation, Election, Term, etc.	4
Section 3.2.	Powers	6
Section 3.3.	Payment of Trust Expenses: Compensation of Trustees	10
Section 3.4.	Certain Contracts	10
Section 3.5.	Investments	11
Section 3.6.	Borrowings: Financings, Issuance of Securities	12
Section 3.7.	Mortgages, etc.	12
Section 3.8.	Guaranties	12
Section 3.9.	Deposits	12
Section 3.10.	Valuation	12
Section 3.11.	Further Powers: Limitations	12
Section 3.12.	Appointment	12
Section 3.13.	Compensation: Scope of Authority	12
Section 3.14.	Right of Trustees and Officers to own Property or to Engage in Business: Authority of Trustees to Permit Others to do Likewise	13
Article IV SHARES		14
Section 4.1.	Description of Shares	14
Section 4.2.	Rights of Holders	14
Section 4.3.	Certificates	14
Article V RECORD AND TRANSFER OF SHARES		14
Section 5.1.	Share Register	14
Section 5.2.	Owner of Record	14
Section 5.3.	Transfers of Shares	15
Section 5.4.	Limitation of Fiduciary Responsibilty	15
Section 5.5.	Notices	15
Section 5.6.	Replacement of Certificates	16
Section 5.7.	Transfer Agents and Registrars: Blank Certificates	16

Article VI CHARACTERISTICS OF SHARES		16
Section 6.1.	General	16
Section 6.2.	Death of Shareholders	16
Section 6.3.	Repurchase of Securities	16
Article VII SHAREHOLDERS		17
Section 7.1.	Voting Powers	17
Section 7.2.	Annual Meetings	17
Section 7.3.	Special Meetings	17
Section 7.4.	Notice of Meetings	17
Section 7.5.	Record Dates	17
Section 7.6.	Quorum and Required Vote	17
Section 7.7.	Action by Written Consent	17
Section 7.8.	Inspection of Records	18
Section 7.9.	Additional Provisions	18
Article VIII LIMITATION OF LIABILITY; INDEMNIFICATION		19
Section 8.1.	Trustees, Officers. Shareholders, etc.	19
Section 8.2.	Trustees’ Good Faith Action: Expert Advice: No Bond or Surety	20
Section 8.3.	Apparent Authority of the Trustees	20
Section 8.4.	Indemnification of Trustees, Officers, etc.	20
Section 8.5.	Compromise or Settlement Payment	21
Section 8.6.	Indemnification Not Exclusive, etc.	22
Article IX MISCELLANEOUS		22
Section 9.1.	Amendment of Declaration: Duration and Termination of Trust	22
Section 9.2.	Reorganization	23
Section 9.3.	Filing of Copies	23
Section 9.4.	Applicable Law	23
Section 9.5.	Trustee Certification	23
Section 9.6.	References: Gender; Headings; Counterparts	23
Section 9.7.	Provisions in Conflict With Law or Regulations	23
Section 9.8.	Resident Agent	24

AGREEMENT AND DECLARATION OF TRUST OF

ENTERCOM BOSTON 1 TRUST

This AGREEMENT AND DECLARATION OF TRUST, made this 18th day of September, 1998, by and between Entercom Communications Corp., a Pennsylvania corporation (the “Settlor”), and the Trustee whose signature is set forth below (the “Initial Trustee”).

W I T N E S S E T H T H A T:

WHEREAS, the Settlor proposes to deliver to the Initial Trustee the sum of one hundred dollars ($100.00) lawful money of the United States of America, in trust hereunder and to authorize the Initial Trustee and all other individuals acting as Trustees hereunder to employ such funds, and any other funds or assets coming into their hands or the hands of their successors or successor as such Trustees, to carry on the business, directly or through one or more subsidiary entities, of (i) acquiring, owning, operating, managing and selling or otherwise disposing of radio stations located in The Commonwealth of Massachusetts, (ii) owning membership interests in and acting as the manager of limited liability companies, (iii) investing, either directly or indirectly, in operating companies and investment funds, (iv) buying, selling, holding, investing in or otherwise dealing in and with stocks, bonds, debentures, notes, warrants, options and other securities of all kinds, (v) buying, selling, holding, investing in, managing and leasing (as lessor or lessee) real estate and interests therein of all kinds, and other real and personal property, and (vi) engaging in any other activities as the Trustees may deem advisable, which are not prohibited by law or the terms of this Declaration; and

WHEREAS, the Initial Trustee is willing to accept such sum, together with any and all additions thereto, and the income or increments thereon, upon the terms, conditions and trusts hereinafter set forth; and

WHEREAS, the beneficial interest in the assets held by the Trustees shall be divided into transferable Shares, all in accordance with the provisions hereinafter set forth; and

WHEREAS, it is desired that the Trust established hereby be managed and operated as a trust with transferable shares under the laws of Massachusetts, of the type commonly known as a Massachusetts business trust, in accordance with the provisions hereinafter set forth:

NOW, THEREFORE, the Initial Trustee, for himself and his successors as Trustees, hereby declare, and agree with the Settlor, for itself and for all persons who shall hereafter become holders of Shares, that the Trustee will hold the sum delivered to him upon the execution hereof, and all other and further cash, securities and other property of every type and description which they may in any way acquire in their capacity as such Trustee, together with the income therefrom and the proceeds thereof, IN TRUST NEVERTHELESS, to manage and dispose of the same for the benefit of the holders from time to time of the Shares being issued and to be issued hereunder and in the manner and subject to the provisions hereof, to wit:

ARTICLE I

THE TRUST

Section 1.1. Name. The name of the Trust shall be “Entercom Boston 1 Trust”, and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under that name, which name (and the word “Trust” wherever used in this Declaration of Trust, except where the context otherwise requires) shall refer to the Trustees in their capacity as Trustees, and not individually or personally, and shall not refer to the officers, agents or employees of the Trust or of such Trustees, or to the Shareholders. If the Trustees determine that the use of such name is not practicable, legal or convenient at any time or in any jurisdiction, or if the Trust is required to discontinue the use of such name, then the Trustees may use such other designation or adopt such other name for the Trust as they deem proper, and the Trust may hold property and conduct its activities under such other designation or name

Section 1.2. Offices; Resident Agent. The Trust shall have an office in 116 Huntington Ave. Boston, Massachusetts, unless changed by the Trustees to another location in Massachusetts or elsewhere, but such office need not be the sole or principal office of the Trust. The Trust may have such other offices or places of business as the Trustees may from time to time determine to be necessary or expedient. The Trustees may appoint, and from time to time replace, a resident agent for the Trust in The Commonwealth of Massachusetts.

Section 1.3. Nature of Trust. The Trust shall be a trust with transferable shares under the laws of The Commonwealth of Massachusetts, of the type referred to in Section 1 of Chapter 182 of the Massachusetts General Laws and commonly known as a Massachusetts business trust. The Trust is not intended to be, shall not be deemed to be and shall not be treated as, a general partnership, limited partnership, limited liability company, joint venture, corporation or joint stock company. The Shareholders shall be beneficiaries and their relationship to the Trustees shall be solely in that capacity in accordance with the rights conferred upon them hereunder.

Section 1.4. Distributions. From time to time, the Trustees may in their absolute discretion make distributions from income or principal to the Shareholders in proportion to the number of Shares held by each.

Section 1.5. Shareholder Assessments. The Trustees shall have no power to bind the Shareholders personally, or call upon them for the payment of any sum of money or any assessment whatever, except such sum as Shareholders may at any time personally obligate themselves to pay by express agreement with the Trustees.

Section 1.6. Definitions. As used in this Declaration of Trust, the following terms shall have the meanings set forth below unless the context thereof otherwise requires:

“By-Laws” means the By-Laws of the Trust, as amended from time to time.

“Contracting Party” has the meaning designated in Section 3.4 hereof.

“Declaration” and “Declaration of Trust” means this Agreement and Declaration of Trust and all amendments or modifications thereof as from time to time in effect.

“Initial Trustee” has the meaning designated in the preamble hereto.

“Majority of Trustees” means a majority of the Trustees in office at the time in question. At any time at which there shall be only one Trustee in office, such phrase shall mean such Trustee.

“Person” means and includes individuals, corporations, limited liability companies, limited liability partnerships, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, banks, trust companies, land trusts, business trusts or other entities, and governments and agencies and political subdivisions thereof.

“Settlor” has the meaning designated in the preamble hereto.

“Shareholder” means a record owner of Shares.

“Shares” means the transferable units of interest into which the beneficial interest in the Trust or in the Trust property shall be divided from time to time.

“Trust” means the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time.

“Trustees” means, collectively, the Initial Trustee, so long as he shall continue in office, and all other Persons who at the time in question have been duly elected or appointed as Trustees of the Trust in accordance with the provisions hereof and who have qualified and are then in office. At any time at which there shall be only one Trustee in office, such term shall mean such single Trustee.

“Trust Property” means as of any particular time any and all property, real, personal or otherwise, tangible or intangible, including, but not limited to, interests in limited liability companies, whether as manager, member, or both, licenses, broadcasting equipment, towers, lines, cables and all other property used or useful in connection with the ownership and operation of radio stations, stocks, bonds, debentures, notes, warrants, options and other securities of all kinds, and real estate and interests therein of all kinds, including condominiums, which is transferred, conveyed or paid to the Trust or Trustees and all income, profits, rents and gains therefrom and which at such time is owned or held by, or for the account of, the Trust or the Trustees.

ARTICLE II

PURPOSE OF THE TRUST

The purpose of the Trust is to carry on the business, directly or through one or more subsidiary entities, of (i) acquiring, owning, operating, managing and selling or otherwise disposing of radio stations located in The Commonwealth of Massachusetts, (ii) owning membership interests in and acting as the manager of limited liability companies, (iii) investing,

either directly or indirectly, in operating companies and investment funds, (iv) buying, selling, holding, investing in or otherwise dealing in and with stocks, bonds, notes, debentures, warrants, options and other securities of all kinds, (v) buying, selling, holding, investing in, managing and leasing (as lessor or lessee) real estate and interests therein of all kinds, and other real and persona! Property, and (vi) engaging in any other activities as the Trustees may deem advisable; and to do, exercise and perform any and every act, thing or power necessary, suitable or desirable for the accomplishment of any of the purposes, the attainment of any of the objects or the furtherance of any of the powers which are lawful purposes, objects or powers of a trust of the type commonly termed a Massachusetts business trust with transferable shares, either alone or in conjunction with other Persons, and either as principal or as agent; and to do every other act or acts or thing or things incidental or appurtenant to or growing out of or in connection with the aforesaid objects, purposes or powers, or any of them, which a trust of the type commonly termed a Massachusetts business trust with transferable shares is not now or hereafter prohibited from doing, exercising or performing.

ARTICLE III

TRUSTEES

Section 3.1. Number, Designation, Election, Term, etc.

(a) Number. Initially, the number of Trustees shall be set at one (1). The Shareholders may increase or decrease (but not below one (1)) the number of Trustees at any time by appropriate action. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee pursuant to subsection (c) of this Section 3.1

(b) Election and Term. At each annual meeting of Shareholders, Trustees shall be elected for the ensuing year in the number then fixed pursuant to this Section 3.1. In the case of any vacancy in the Trustees, however arising, the Shareholders, by vote at a special meeting, or a majority of the Trustees continuing in office, by an instrument in writing signed by such majority of the Trustees, may fill such vacancy. Election of Trustees at an annual or special meeting shall be by the affirmative vote of the holders of at least a majority of the Shares present in person or by proxy at such meeting. The election or appointment of any Trustee (other than an individual who was serving as a Trustee immediately prior to such election or appointment) shall not become effective unless and until (but shall become effective when) such Person shall, in writing, have accepted his election or appointment and agreed to be bound by the terms of this Declaration of Trust. Upon the effectiveness of any such election or appointment of a new Trustee or Trustees as provided in this Section 3.1, the Trust Property shall vest in such new Trustee or Trustees jointly with the continuing or surviving Trustees, if any, without the necessity of any further act or conveyance.

(c) Resignation, Retirement and Removal. Any Trustee may resign his trust or retire as a Trustee, by a written instrument signed by him and delivered to the other Trustees or to any officer of the Trust, and such resignation or retirement shall take effect upon such delivery or upon such later date as is specified in such instrument. Any Trustee may be removed with or

without cause at any time by written instrument signed by at least two-thirds of the Trustees in office immediately prior to such removal, or by vote of the holders of at least a majority of the Shares then outstanding, specifying the date upon which such removal shall become effective.

(d) Vacancies. Any vacancy or anticipated vacancy resulting from any reason, including without limitation the death, resignation, retirement, removal or incapacity of any of the Trustees, or an increase in the number of Trustees, may be filled by vote of the holders of at least a majority of the Shares then outstanding, or by a Majority of the Trustees; provided, that if there shall be no Trustees in office, such vacancy or vacancies shall be filled by the Shareholders. Any such appointment or election shall take effect immediately, except that an appointment or election in anticipation of a vacancy to occur by reason of retirement, resignation or increase in the number of Trustees to be effective at a later date shall become effective only at or after the effective date of said retirement, resignation or increase in the number of Trustees.

(e) Acceptance of Trusts. Whenever any conditions to the appointment or election of any Person as a Trustee hereunder who was not, immediately prior to such appointment or election, acting as a Trustee shall have been satisfied, such Person shall become a Trustee and the Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance. Such new Trustee shall accept such appointment or election in writing and agree in such writing to be bound by the provisions hereof, but the execution of such writing shall not be requisite to the effectiveness of the appointment or election of a Trustee.

(f) Effect of Death, Resignation, etc. The death, resignation, retirement, removal or incapacity of the Trustees, or any one of them, shall not operate to annul or terminate the Trust or to revoke or terminate any existing agency or contract created or entered into pursuant to the terms of this Declaration of Trust. Whenever a vacancy shall occur, until such vacancy is filled as provided in subsection (d) of this Section 3:1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

(g) No Accounting. Except under circumstances which would justify his removal for cause, no Person ceasing to be a Trustee (nor the estate of any such Person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.

(h) Filings. Whenever there shall be a change in the composition of the Trustees, the Trust shall cause to be filed in the office of the Secretary of State of The Commonwealth of Massachusetts and the City Clerk of the City of Boston, and in each other place where the Trust is required to file amendments to this Declaration, a certificate executed by a Trustee or officer of the Trust as to the fact of the appointment or election of any Person who was not theretofore a Trustee or as to the resignation, removal or death of a Trustee, but the filing of such certificate shall not be requisite to the effectiveness of any such appointment, election, resignation or removal of a Trustee.

Section 3.2. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the

business and affairs of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders: they may as they consider appropriate elect and remove officers, appoint and terminate agents and consultants, and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing; they may appoint from their own number, and terminate, any one or more committees consisting of one or more Trustees, including without implied limitation an executive committee, which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; they may employ one or more custodians and may authorize any custodian to employ sub-custodians or agents and to deposit all or any part of the securities held by the Trust in a system or systems for the central handling of securities; and in general they may delegate to any officer of the Trust, to any committee of the Trustees, and to any employee, agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including, without implied limitation, the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees.

Without limiting the generality of the foregoing and except as expressly limited by other provisions of this Declaration of Trust, the Trustees, in addition to all other powers they may have, shall have power and authority at any time and from time to time:

(i) to be a member and/or manager of one or more limited liability companies, wherever organized;

(ii) in the Trust’s capacity as the manager of limited liability companies, to have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and assets of such limited liability companies of which the Trust is the manager in accordance with the operating agreements of such limited liability companies and applicable law, to make all decisions affecting the business and assets of such limited liability companies, and to have full, complete and exclusive discretion to take any and all actions that such limited liability companies are authorized to take and to make all decisions with respect thereto;

(iii) to engage in the business of buying, selling, holding, investing or otherwise dealing in and with stocks, bonds, debentures, notes, warrants, options and other securities of all kinds, and buying, selling, holding, mortgaging, investing in, managing and leasing (as lessor or lessee) real estate and interests therein of all kinds, and other real and personal property;

(iv) to manage, maintain, repair, improve, change or alter any property, real or personal, including building, repairing, tearing down and rebuilding structures or additions thereto;

(v) to vote or give assent or exercise any and all rights, powers or privileges of ownership with respect to the Trust Property; to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to the Trust Property as the Trustees shall deem proper; and to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;

(vi) to hold any security or investment in real or personal property or interest in real or personal property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust to which such security or property has been allocated, or in the name of a custodian, sub-custodian or other depositary or a nominee or nominees, or otherwise;

(vii) to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by any such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;

(viii) to join with other security holders in acting through .a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee the Trustees shall deem proper;

(ix) to compromise, arbitrate or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including but not limited to claims for taxes;

(x) to be a general partner of a general partnership, or a general or a limited partner of a limited partnership, which shall carry on all or any of the businesses or activities the Trust is itself authorized to conduct, and to enter into joint ventures and any other combinations or associations organized for any of the foregoing purposes;

(xi) to incur liabilities and borrow money in order to obtain funds to engage in any of the aforesaid activities, including to acquire real or personal property, or to refinance any Trust indebtedness, or in furtherance of any other purposes of the Trust; to issue evidences of indebtedness to evidence such borrowings; and to secure same by mortgage, security interest, pledge or other lien on real or personal property, including securities, of the Trust;

(xii) to endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage or pledge against a security interest in the Trust Property or any part thereof to secure any part of or all such obligations;

(xiii) to purchase and pay for entirely out of the Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including without limitation insurance policies insuring the assets of the Trust, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, or independent contractors of the Trust individually

against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person in any such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify any such person against such liability;

(xiv) to pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(xv) upon such terms and conditions as they deem best, to sell, rent, lease, hire, exchange, mortgage, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer or otherwise dispose of any and all of the Trust Property, free and clear of all trusts, for cash or on terms, with or without advertisement, and on such terms as to payment, security or otherwise, all as they shall deem necessary or expedient; and to lend money, whether secured or unsecured;

(xvi) to employ all such attorneys, brokers, investment advisers, property managers, accountants, architects, engineers, builders, escrow agents, depositories, custodians, agents for collection, administrators, record keepers, bookkeepers, insurers, banks, officers, servants and agents as they think best for the business of the Trust, to supervise and direct the acts of any of the same, and to fix and pay their compensation and define their duties;

(xvii) to collect, sue for and receive all sums of money coming due to the Trust or to or for its clients, to employ counsel, and to commence, engage in, prosecute or abandon, any and all actions, suits, proceedings, disputes, claims, controversies, demands or other litigation or legal proceedings relating to the Trust, the Trust Property or the officers of the Trust, in the name of the Trust, at law or in equity, or before any other bodies or tribunals, and to compromise or arbitrate any dispute to which the Trust may be a party, whether or not any suit is commenced or any claim shall have been made or asserted;

(xviii) to enter into agreements with any Person organized or existing under the laws of any jurisdiction, including without limitation any corporation, company, association, joint venture, general partnership, limited partnership, joint stock company or other entity, by which such Person shall agree to acquire the Trust Property or any part or parts thereof or to assist the Trust in the conduct of any business in which the Trust shall directly or indirectly have any interest, or by which the Trust shall agree to sell, rent, lease, hire, convey, negotiate, assign, exchange or transfer the Trust Property or any part or parts thereof to or with any such Person in exchange for the securities thereof or otherwise, or to lend money to, subscribe for the securities of, or to enter into any contracts with, any such Person in which the Trust holds or is about to acquire, securities or any other interest;

(xix) to select, and from time to time to change, the fiscal year of the Trust;

(xx) to determine, and from time to time change, the method or form in which the Trust’s accounts shall be kept;

(xxi) to determine from time to time the value of all or any part of the Trust Property and of any services, securities, property or other consideration to be furnished to or acquired by the Trust, and from time to time to revalue all or any part of the Trust Property in accordance with such appraisals or other information as are, in the Trustees’ sole judgment, necessary and satisfactory;

(xxii) to cause legal title to any of the Trust Property to be held by or in the name of the Trustees, or except as prohibited by law, by or in the name of such Person or Persons, upon such terms, in such manner and with such powers, as the Trustees may determine, and with or without disclosure that the Trust or the Trustees are interested therein;

(xxiii) to adopt and use a seal for the Trust; provided, that unless otherwise required by the Trustees, it shall not be necessary to place the seal upon, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust;

(xxiv) to exercise any and all rights, powers and privileges, and to perform any and all duties and obligations, as owners of any asset or property owned or held by the Trust, the same as any individual might do;

(xxv) to declare and pay dividends and make other distributions to Shareholders, whether out of earnings, profits, surplus, capital or otherwise;

(xxvi) in addition to the mandatory indemnification provided for in Section 8.1, and to the extent permitted by law, to indemnify or enter into agreements with respect to indemnification with any Person with whom this Trust has dealings, including, without limitation, any manager or independent contractor, to such extent as the Trustees shall determine;

(xxvii) to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers; and

(xxviii) to do all other such acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed, and to carry out the provisions of this Declaration.

Except as otherwise provided herein or from time to time in the By-Laws, any action to be taken by the Trustees may be taken by a Majority of the Trustees present at a meeting of Trustees (a quorum being present), within or without Massachusetts, or by written consent of a Majority of the Trustees. Any meeting of Trustees may be held by means of a telephone conference call or other communications facility by means of which all individuals participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at such meeting.

Section 3.3. Payment of Trust Expenses; Compensation of Trustees. The Trustees are authorized to pay or to cause to be paid out of the assets of the Trust all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, managers, agents and employees as the Trustees may deem necessary or proper to incur. Without limiting the generality of any other provision hereof, the Trustees shall be entitled to reasonable compensation from the Trust for their services as Trustees and may fix the amount of such compensation.

Section 3.4. Certain Contracts. Subject to compliance with the rules, regulations and policies of the Federal Communications Commission, and notwithstanding any limitations of present and future law or custom concerning delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into one or more contracts with any one or more corporations, trusts, associations, general partnerships, limited partnerships, other type of organizations, or individuals (a “Contracting Party”), to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or on behalf of the Trust or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may deem appropriate:

(i) subject to the general supervision of the Trustees and in conformity with the stated policies of the Trustees with respect to the Trust Property, to manage the Trust Property and to make decisions with respect thereto;

(ii) subject to the general supervision of the Trustees and in conformity with any policies of the Trustees with respect to the operations of the Trust, to supervise all or any part of the operations of the Trust and to provide all or any part of the administrative and clerical personnel, office space, and office equipment and services appropriate for the efficient administration and operation of the Trust;

(iii) to act as depositary for and to maintain custody of the Trust Property and accounting records in connection therewith;

(iv) to handle all or any part of the accounting responsibilities, whether with respect to the Trust Property, Shareholders or otherwise.

The same Person may be a Contracting Party for some or all of the services, duties and responsibilities to, for and of the Trust or the Trustees, and the contracts with respect thereto may contain such terms interpretive of or in addition to the delineation of the services, duties and responsibilities provided for, including provisions relating to the standard of care and the rights to indemnification of the Contracting Party and others, as the Trustees may determine. Nothing herein shall preclude, prevent or limit the Trust or a Contracting Party from entering into sub-contractual arrangements relative to any of the matters referred to in this Section 3.4.

The fact that:

(a) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, investment adviser or manager, or agent of or for any Contracting Party or of or for any parent or affiliate of any Contracting Party, or that any Contracting Party or any parent or affiliate thereof is a Shareholder or has an interest in the Trust, or that

(b) any Contracting Party may have a contract providing for the rendering of any similar services to one or more other Persons, or have other businesses or interests,

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or to the Shareholders.

Section 3.5. Investments. The Trustees shall have power, for such consideration as they may deem proper, to invest in, purchase or otherwise acquire and to contract and commit to acquire, for cash or other property or through the issuance of securities of the Trust, and hold for investment, property of every kind, real, personal or mixed, tangible or intangible, whether or not such investments shall be of a character or in an amount not customarily considered proper for the investment of trust funds or which do not or may not produce income. The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law now or hereafter in effect limiting the investments of trustees or other fiduciaries, but they shall have full authority and power to make any and all investments within the limitations of this Declaration of Trust, that they, in their absolute discretion, shall determine, and without liability for loss.

Section 3.6. Borrowings; Financings; Issuance of Securities. The Trustees have power to borrow or in any other manner raise such sum or sums of money, and to incur such other indebtedness for goods or services, or for or in connection with the purchase or other acquisition of property, as they shall deem advisable for the purposes of the Trust in any manner and on any terms, and to evidence the same by negotiable or non-negotiable securities which may mature at any time or times, even beyond the possible date of termination of the Trust; to issue securities of any type for such cash, property, services or other considerations, and at such time or times and upon such terms, as they may deem advisable; and to reacquire any such securities. Any such securities of the Trust may, at the discretion of the Trustees, be made convertible into Shares at such time and on such terms as the Trustees may prescribe.

Section 3.7. Mortgages, etc. The Trustees shall have power to execute and deliver any mortgage, pledge or other instrument giving or creating a lien upon all or any part of the Trust Property, to secure the payment of any indebtedness of the Trust, or the performance by the Trust of its obligations under any security, contract or agreement.

Section 3.8. Guaranties. The Trustees shall have power to endorse or guarantee the payment of any notes or other obligations of any Person; and to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof.

Section 3.9. Deposits. The Trustees shall have power to deposit any moneys or securities included in the Trust Property with any one or more banks, trust companies or other banking institutions, whether or not such deposits will draw interest. Such deposits are to be subject to withdrawal in such manner as the Trustees may determine, and the Trustees shall have no responsibility for any loss which may occur by reason of the failure of the bank, trust company or other banking institution with whom the moneys or securities have been deposited.

Section 3.10. Valuation. The Trustees shall have power to determine conclusively the value of any of the Trust Property and of any services, securities, assets or other consideration hereafter to be acquired by the Trust, and to revalue the Trust Property.

Section 3.11. Further Powers; Limitations. The Trustees shall have power to do all such other matters and things and execute all such instruments as they deem necessary, proper or desirable in order to carry out, promote or advance the interests of the Trust, although such matters or things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. The Trustees shall not be required to obtain any court order to deal with the Trust Property. The Trustees may limit their right to exercise any of their powers through express restrictive provisions in the instruments evidencing or providing the terms for any securities of the Trust or in other contractual instruments adopted on behalf of the Trust.

Section 3.12. Appointment. The Trustees shall be responsible for the general operating policy of the Trust and for the general supervision of the business of the Trust conducted by officers, agents, employees, advisers or independent contractors of the Trust, but the Trustees shall not be required personally to conduct all the business of the Trust and, consistent with their ultimate responsibility as stated herein, the Trustees may appoint, employ or contract with a manager or managers to conduct, manage and/or supervise the operations or any portion thereof of the Trust, and may grant or delegate such authority to such manager or managers as the Trustees may, in their sole discretion, deem to be necessary or desirable, without regard to whether such authority is normally granted or delegated by trustees.

Section 3.13. Compensation; Scope of Authority. The Trustees shall have power to determine the terms of compensation of any such manager or managers. The Trustees may exercise broad discretion in allowing any such manager or managers, subject to the continuing supervision of the Trustees, to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Trust and to make executive decisions which conform to general policies and general principles previously established by the Trustees.

Section 3.14. Right of Trustees and Officers to own Property or to Engage in Business; Authority of Trustees to Permit Others to do Likewise. The Trustees in their capacity as trustees and the officers of the Trust in their capacity as such, shall not be required to devote their entire time to the business and affairs of the Trust. Except as otherwise specifically provided by vote of the Trustees, or by agreement in any particular case:

(a) any Trustee or officer of the Trust may acquire, own, hold and dispose of, for his own individual account, any property, and acquire, own, hold, carry on and dispose of, for his

own individual account, any business entity or business activity, whether similar or dissimilar to that invested in or carried on by the Trust, and may exercise all rights in respect thereof as if he were not a Trustee or officer of the Trust;

(b) provided that such interest and compensation is fully disclosed to the Trust in advance, any Trustee or officer of the Trust may be interested as a partner, officer, director, trustee, stockholder, beneficiary, employee or otherwise, in any Person that may be engaged to render advice or services to, for or on behalf of the Trust and if so disclosed, and unless otherwise determined by vote of a majority of the Trustees not so interested, may receive compensation from such firm or corporation in such capacities, as well as compensation as Trustee, manager, officer, employee or agent of the Trust, and none of these activities shall be deemed to conflict with the duties of a Trustee or officer of the Trust; and

(c) no Trustee or officer of the Trust shall have any duty to present to the Trust any investment opportunity which he or it may receive in any capacity other than as Trustee or officer of the Trust and the failure to present to the Trust any such investment opportunity shall not make such Trustee or officer liable to the Trust, to the Trustees or to any Shareholder in any way whatsoever.

The Trustees shall have power, generally or in specific cases, to permit employees or agents of the Trust, to have the same rights (or lesser rights) to acquire, hold, own and dispose of property and businesses, to carry on businesses, to be interested in and to receive compensation from the manager or managers, if any, and to accept investment opportunities without offering them to the Trust, as the Trustees have by virtue of this Section 3.14.

ARTICLE IV

SHARES

Section 4.1. Description of Shares. The interest of the Shareholders hereunder shall be divided into shares of beneficial interest which shall be known collectively as Shares, shall be of one class without par value, and, when the Trust shall have received, in payment therefor, such consideration as the Trustees shall specify, shall be nonassessable. Ownership of Shares shall be evidenced by certificates. The number of Shares which the Trust shall have authority to issue is unlimited.

Section 4.2. Rights of Holders. The holders of Shares shall be entitled to receive, when and as declared by the Trustees out of any funds legally available for the purpose, such dividends as may be declared from time to time by the Trustees. In the event of the termination of the Trust, or upon the distribution of its assets, the assets of the Trust available for payment and distribution to Shareholders after payment or provision for all indebtedness shall be distributed ratably among the holders of Shares at the time outstanding. The holders of Shares shall be entitled to one vote for each Share held by them and a proportionate vote for each fractional Share. Shares shall have noncumulative voting rights, and shall have no preference, conversion, exchange, preemptive or redemption rights.

Section 4.3. Certificates. Every Shareholder shall be entitled to receive a certificate, in such form as the Trustees shall from time to time approve, specifying the number of Shares held by such Shareholder. Such certificates shall be treated as negotiable and title thereto and to the Shares represented thereby shall be transferred by delivery thereof to the same extent in all respects as a stock certificate, and the shares represented thereby, of a Massachusetts business corporation. Unless otherwise determined by the Trustees, such certificates shall be signed by the Chairman of Trustees or the President and by the Treasurer or the Secretary of the Trust, if there are such officers, or by any two Trustees, if there are two or more Trustees, or by the sole Trustee if there is at such time only one Trustee of the Trust.

ARTICLE V

RECORD AND TRANSFER OF SHARES

Section 5.1. Share Register. A register shall be kept by or on behalf of the Trustees, under the direction of the Trustees, which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and the numbers of the certificates representing such Shares and a record of all transfers thereof. Only Shareholders whose certificates are recorded on such register shall be entitled to vote or to receive distributions applicable to the Shares held by such Shareholders or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive any distribution, or to have notice given to him as herein provided, until he has given his address to such officer or agent of the Trust as shall keep the register for entry thereon.

Section 5.2. Owner of Record. Any Person becoming entitled to any Shares in consequence of the death, bankruptcy or insolvency of any Shareholder, or otherwise by operation of law, shall be recorded as the holder of such Shares and receive a new certificate for the same upon production of the proper evidence thereof and delivery of the existing certificate to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy, insolvency or other event.

Section 5.3. Transfers of Shares. Shares shall be transferable on the records of the Trust (other than by operation of law) only by the record holder thereof or by his agent thereunto duly authorized in writing upon delivery to the Trust of the certificate or certificates therefor, with all transfer tax stamps affixed or duly provided for, properly endorsed or accompanied by duly executed instrument or instruments of transfer, together with such evidence of the genuineness of each such endorsement, execution and authorization and of other matters as may reasonably be required by the Trust. Upon such delivery the transfer shall be recorded on the register of the Trust and a new certificate for the Shares so transferred shall be issued to the transferee, and, in case of a transfer of only a part of the Shares represented by any certificate, a new certificate for the residue thereof shall be issued to the transferor, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor the Trust nor any officer or agent of the Trust shall be affected by any notice of the proposed transfer.

Section 5.4. Limitation of Fiduciary Responsibility. The Trustees shall not, nor shall the Shareholders or any officer or agent of the Trust, be bound to see to the execution of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Shares or any interest therein are subject, or to ascertain or inquire whether any sale or transfer of any such Shares or interest therein by any such Shareholder or his personal representatives is authorized by such trust, charge, pledge or equity, or to recognize any Person as having any interest therein except the Persons recorded as such Shareholders. The receipt of the Person in whose name any Share is recorded, or, if such Share is recorded in the names of more than one Person, the receipt of any one of such Persons or of the duly authorized agent of any, such Person shall be a sufficient discharge for all money, securities and other property payable, issuable or deliverable in respect of such Share free from all liability to see to the proper application thereof.

Section 5.5. Notices. Any and all notices to which Shareholders hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to Shareholders of record at their last known post office address as recorded on the Share register provided for in Section 5.1 hereof.

Section 5.6. Replacement of Certificates. In case of the loss, mutilation or destruction of any certificate for Shares hereunder the Trustee may issue or cause to be issued a new certificate on such terms as they may deem fit.

Section 5.7. Transfer Agents and Registrars; Blank Certificates. The Trustees may appoint one or more transfer agents to keep the share register and record therein original issues and transfers of Shares, and one or more registrars to register the issue of Shares, and otherwise to perform the duties usually performed by transfer agents and registrars of stock of a corporation, except as the Trustees may modify such duties; and blank signed Share certificates may be deposited with any such transfer agent for use in accordance with such authority as the Trustees may grant to such agent.

ARTICLE VI

CHARACTERISTICS OF SHARES

Section 6.1. General. The ownership of the Trust Property of every description and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer any assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration of Trust and in the certificates for Shares. The Shares shall carry the rights set forth in Article VII hereof.

Section 6.2. Death of Shareholders. The death of a Shareholder during the continuance of the Trust shall not terminate this Declaration of Trust nor give such Shareholder’s legal representatives a right to an accounting or to take any action in the courts or otherwise against other Shareholders or the Trustees or the Trust Property, but shall simply entitle the legal

representatives of the deceased Shareholder to demand and receive, pursuant to the provisions of Section 5.3 hereof, a new certificate for Shares in place of the certificate held by the deceased Shareholder, and upon the acceptance thereof such legal representatives shall succeed to all the rights of the deceased Shareholder under this Declaration of Trust.

Section 6.3. Repurchase of Securities. The Trustees may, on behalf of the Trust, from time to time purchase or otherwise acquire outstanding Shares or other securities issued by the Trust for such consideration and on such terms as they may deem proper. In the case of Shares so purchased or acquired, such Shares shall not, so long as they belong to the Trust, receive distributions (other than, at the option of the Trustees, distributions in Shares) or be entitled to any voting rights. Such Shares may in the discretion of the Trustees be canceled and restored to the status of authorized-but-unissued Shares and the number of Shares issued be thereby reduced, or such Shares may in the discretion of the Trustees be held in the treasury and be disposed of by the Trustees at such time or times, to such party or parties and for such consideration as the Trustees may determine.

ARTICLE VII

SHAREHOLDERS

Section 7.1. Voting Powers. Shareholders shall have power to vote only (i) for the election or removal of Trustees or the increase or decrease in the number of Trustees as provided in Section 3.1 hereof, (ii) with respect to any termination or reorganization of the Trust to the extent and as provided in Sections 9.1 and 9.2 hereof, (iii) with respect to any amendment of this Declaration or the By-Laws of the Trust, (iv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (v) to the same extent as the stockholders of a Massachusetts business corporation with respect to the sale, exchange or other disposition of the assets of the Trust, and (vi) with respect to such additional matters as may be required by this Declaration or the By-laws, or as the Trustees may consider necessary or desirable. Each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders shall be submitted to a separate vote of the outstanding Shares entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-laws to be taken by Shareholders.

Section 7.2. Annual Meetings. Annual meetings of the Shareholders shall be held in Boston, Massachusetts, or in such other place within or without The Commonwealth of Massachusetts as the Trustees may designate, on a day, at a time and at a place set by the Trustees. The business transacted at such meetings shall include the election of Trustees and the transaction of such other business as Shareholders may be entitled to vote upon as provided in this Declaration of Trust, or as the Trustees may determine.

Section 7.3. Special Meetings. Special meetings of the Shareholders may be called at any time by the President, or by a Majority of the Trustees, or by the holders of a majority of the outstanding Shares. Any such meeting shall be held at such time, at such place within or without The Commonwealth of Massachusetts, and for such purposes, as the individuals calling the same shall designate and as shall be stated in the notice thereof.

Section 7.4. Notice of Meetings. Notice of each meeting of the Shareholders, stating the time, place and purpose of the meeting, shall be given by the Trustees (or, in the case of the refusal of the Trustees to so act, by the holders of a majority of the outstanding Shares), by delivery in person or by first class mail, to each Shareholder entitled to vote thereat at his registered address, and shall be delivered or mailed at least ten (10) days and not more than fifty (50) days before the meeting. No business not stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. Any Shareholder may waive notice of the time, place and/or purpose of any meeting, whether before or after the holding thereof.

Section 7.5. Record Dates. For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any dividend or distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding 30 days (except at or in connection with the termination of the Trust), as the Trustees may determine; or without closing the transfer books the Trustees may fix a date and time not more than 90 days prior to the date of any meeting of Shareholders or other action as the date and time of record for the determination of Shareholders entitled to vote at such meeting or any adjournment thereof or to be treated as Shareholders of record for purposes of such other action, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.

Section 7.6. Quorum and Required Vote. The holders of a majority of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders’ meeting, but the holders of any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws, the holders of a majority of the Shares voted at any meeting at which a quorum is present shall decide any questions and the holders of a plurality of such Shares shall elect a Trustee.

Section 7.7. Action by Written Consent. Any action taken by Shareholders may be taken without a meeting if the holders of a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 7.8. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted stockholders of a Massachusetts business corporation under the Massachusetts Business Corporation Law.

Section 7.9. Additional Provisions. The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.

ARTICLE VIII

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 8.1. Trustees, Officers, Shareholders, etc. Not Personally Liable; Notice. The Trust shall be solely liable for any and all debts, claims, demands, judgments, decrees, liabilities or obligations of any and every kind, against or with respect to the Trust in tort, contract or otherwise in connection with the Trust Property or the affairs of the Trust, and resort shall be had solely to the Trust Property for the payment or performance thereof. If any Shareholder, Trustee, officer, employee or agent, as such, of the Trust is made a party to any suit or proceeding to enforce any such liability, he shall not on account thereof be held to any personal liability.

Without limiting the foregoing, the Trustees and officers of the Trust, in incurring any debts, liabilities or obligations, or in limiting or omitting any other actions for or in connection with the Trust, are or shall be deemed to be acting as Trustees or officers of the Trust and not in their own capacities. No Trustee or officer of the Trust shall be liable to the Trust or to any Shareholder, Trustee, officer, employee or agent of the Trust for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own self-dealing, willful misconduct or recklessness.

All Persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust, or to the extent the liability of the Trust may have been expressly limited by contract to certain assets of the Trust Property, only to such assets for payment under such credit, contract or claim, and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as such Trustees, and such Trustees, shall not be personally liable thereon. Notwithstanding the foregoing, nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of self-dealing, willful misconduct or recklessness.

Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer, employee or agent shall give notice that this Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as

officer or officers, employee or agent and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the Trust Property, and may contain such further recital as he or they may deem appropriate, but the omission thereof shall not overate to bind any Trustee or Trustees or officer or officers, employee or agent or Shareholder or Shareholders individually.

No Shareholder shall be subject to any personal liability whatsoever in tort, contract, or otherwise, to any other Person or Persons in connection with Trust Property or the affairs of the Trust save only that arising from his own self-dealing, willful misconduct or recklessness, The Trust shall indemnify and hold each Shareholder (and his heirs, executors, administrators and other legal representatives, or in the case of a corporation or other entity, its corporate or other general successor) harmless from and against all claims and liabilities, whether they proceed to judgment or are settled or otherwise brought to a conclusion, to which such Shareholder may become subject by reason of his being or having been a Shareholder, and shall reimburse such Shareholder, but only out of the assets of the Trust, for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, except for his self-dealing, willful misconduct or recklessness The rights accruing to a Shareholder under this Section 8.1 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein; provided, however, that the Trust shall have no liability to reimburse Shareholders for taxes assessed against them by reason of their ownership of Shares, nor for any losses suffered by reason of changes in the market value of securities of the Trust.

Section 8.2. Trustees’ Good Faith Action; Expert Advice; No Bond or Surety. The exercise by the Trustees of their powers and discretion hereunder shall be binding upon everyone interested. A Trustee shall be liable for his own self-dealing, willful misconduct or recklessness, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. Subject to the foregoing, (i) the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, consultant or Contracting Party, nor shall any Trustee be responsible for the act or omission of any other Trustee; (ii) the Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice; and (iii) in discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by any officer appointed by them, any independent accountant, and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of a Contracting Party. The Trustees shall not be required to give any bond as such, nor any surety or any other security if a bond is required.

Section 8.3. Apparent Authority of the Trustees. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 8.4. Indemnification of Trustees, Officers, etc. The Trust shall indemnify each of its Trustees and officers and any person who serves at the Trust’s request as a director, officer or trustee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to, together with such person’s heirs, executors, administrators or other legal representatives, as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or settlement or as fines and penalties, and counsel fees, reasonably incurred or paid by such Covered Person in connection with any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding (i) not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust, or (ii) to he liable to the Trust or its Shareholders by reason of self-dealing, willful misconduct or recklessness. Expenses, including counsel fees but excluding amounts paid in satisfaction of judgments, in compromise or settlement, or as fines or penalties, so incurred by any such Covered Person shall be paid from time to time by the Trust in advance of a final decision on the merits in any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII; provided, however, that either (x) such Covered Person shall have provided appropriate security for his undertaking, (y) the Trust shall be insured against losses arising from any such advance payments, or (z) either a majority of a quorum of Trustees who are not parties to the action, suit or other proceeding in question and against whom no other action, suit or proceeding on the same or similar grounds is then or has been pending or threatened (such quorum of such Trustees being referred to hereinafter as the “Disinterested Trustees”), or independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification under this Article VIII.

Section 8.5. Compromise or Settlement Payment. As to any matter disposed of (whether by a compromise or settlement payment, pursuant to a consent decree or otherwise) without a final decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person either did not act in good faith in the reasonable belief that his action was in the best interests of the Trust or is liable to the Trust or its Shareholders by reason of self-dealing, willful misconduct or recklessness, indemnification shall be provided if (i) approved as in the best interests of the Trust by a majority of the Disinterested Trustees upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that such Covered Person appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reason of self-dealing, willful misconduct or recklessness, or (ii) there has been obtained an opinion in writing of independent legal counsel, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which he would otherwise be subject by reason of self-dealing, willful misconduct or recklessness. Any such approval or opinion shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance

with this Article VIII if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of self-dealing, willful misconduct or recklessness.

Section 8.6. Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VIII shall not be exclusive of or affect any other rights to which any Covered Person may be entitled. Nothing contained in this Article VIII shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Amendment of Declaration; Duration and Termination of Trust. Unless terminated as provided herein, the Trust shall continue in perpetuity. The provisions of this Declaration of Trust may be amended or altered (except as to the limitations of personal liability of the Shareholders and Trustees and the prohibition of assessments upon Shareholders) or the Trust may be terminated, by a written instrument signed by a Majority of the Trustees and consented to by the holders of at least a majority of the total number of Shares then outstanding hereunder and entitled to vote thereon, either by vote at a meeting of Shareholders called for the purpose or by an instrument or instruments in writing without a meeting signed by the holders of such number of Shares. Such amendment or termination shall not be effective until and unless such instrument shall have been acknowledged by one or more of the Trustees executing the same and filed and recorded in accordance with Section 9.3, and until a certificate signed and acknowledged by a Trustee as to the accomplishment of such consent in accordance with this Section 9.1 shall have been so filed and recorded. Upon the termination of the Trust pursuant to this Section 9.1:

(i) The Trust shall carry on no business except for the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of the Trust Property as or substantially as an entirety incident to such a termination shall require consent to the principal terms of the transaction and the nature and amount of the consideration, either by affirmative vote at a meeting or by written consent without a meeting, as provided above in this Section 9.1 for consent to a termination of the Trust, of the holders of at least a majority of the total number of Shares then outstanding hereunder and entitled to vote thereon.

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders according to their respective rights.

Section 9.2. Reorganization. The Trust may merge or consolidate with any other corporation, association, trust or other organization, or may sell, lease or exchange all or substantially all of its assets, including its good will, upon such terms and conditions and for such consideration, and thereafter be terminated, when and as authorized at any meeting of Shareholders called for the purpose by the affirmative vote of the holders of a majority of the total number of Shares then outstanding and entitled to vote thereon. Nothing contained herein shall be construed as requiring approval of Shareholders for any sale of assets in the ordinary course of business of the Trust.

Section 9.3. Filing of Copies. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with the City Clerk of the City of Boston, as well as with any other governmental office where such filings may from time to time be required, but the failure to make any such filing shall not impair the effectiveness of this instrument or any such amendment. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made, as to the identities of the Trustees and officers, and as to matters in connection with the Trust hereunder, and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments.

Section 9.4. Applicable Law. This Declaration of Trust, and the Trust created hereby, are made and created for the purpose of acquiring property located within The Commonwealth of Massachusetts and/or interests in subsidiary entities owning property located within said Commonwealth, and are created under and are to be governed by and construed and administered according to the laws of said Commonwealth.

Section 9.5. Trustee Certification. Any certificate executed by an individual who, according to the records in the office of the Secretary of The Commonwealth of Massachusetts appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfied the requirements of this Declaration of Trust, (e) the form of this Declaration, the Trust’s By-Laws or any amendment thereto, (f) the identity of any officers elected by the Trustees, or (g) the existence or nonexistence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees or any of them and the successors of such Person.

Section 9.6. References; Gender; Headings; Counterparts. In this instrument and in any amendment, references to this instrument, and all expressions like “herein”, “hereof’, and “hereunder” shall be deemed to refer to this instrument as a whole as the same may be amended or affected by any such amendments. The masculine gender shall include the feminine and neuter genders. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 9.7. Provisions in Conflict With Law or Regulations. The provisions of this Declaration of Trust are severable, and if any provisions of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceable shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 9.8. Resident Agent. The Trust’s initial Resident Agent for service of process in The Commonwealth of Massachusetts shall be Joel R. Carpenter, Esq., of Sullivan & Worcester LLP, One Post Office Square, Boston MA 02109. Said Resident Agent shall serve until replaced by the Trust pursuant to Section 1.2 of this Declaration of Trust. Service of any lawful process on the Resident Agent shall be of the same force and validity as service on the Trust.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, for himself and his assigns, and has thereby accepted the trusteeship as the Initial Trustee of Entercom Boston 1 Trust hereby granted and agreed to the provisions hereof, all as of the day and year first above written.

/s/    Joseph M. Field

Joseph M. Field, Initial Trustee of

Entercom Boston 1 Trust

The undersigned Settlor of Entercom Boston 1 Trust hereby accepts, approves and authorizes the foregoing Agreement and Declaration of Trust of Entercom Boston 1 Trust.

Dated: September 18, 1998

Entercom Communications Corp. 401 City Ave. Ste 409 Bala Cynwyd, PA 19004
By:	/s/    John C. Donlevie
	Print Name: John C. Donlevie
	Title: Executive Vice President

ENTERCOM BOSTON 1 TRUST

ARTICLES OF AMENDMENT

Entercom Boston 1 Trust, a trust with transferable shares under the laws of The Commonwealth of Massachusetts (the “Trust”), hereby certifies that:

First:             The Agreement and Declaration of Trust of the Trust, dated September 18, 1998, (the “Declaration”) as currently in effect is hereby amended by deleting therefrom in its entirety the fourth paragraph of Section 8.1 of the Declaration, and inserting in lieu thereof, the following new fourth paragraph of Section 8.1:

Every security, obligation, contract, instrument or undertaking, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by a Trustee or Trustees or an officer or agent of the Trust only in their or his capacity as Trustees or Trustee under this Declaration of Trust, or in the capacity of officer or agent of the Trust. It shall be the duty of the Trustees to use all reasonable efforts to insure that every security, obligation, contract, instrument or undertaking made or issued by a Trustee or the Trustees, or by any such officer or agent of the Trust in his capacity as such, recites that it is executed or made by them or him not individually, but as Trustees or Trustee under this Declaration of Trust, or as such officer or agent, and state that obligations thereunder are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, Shareholders, officers or agents of the Trust, but the Trust Property or a specific portion thereof only shall be bound, and may contain any further recital which they or he may deem appropriate, but the omission of such recital shall not operate to impose personal liability on any of the Trustees, Shareholders, officers or agents of the Trust.

Second:             The foregoing amendment to the Declaration was duly approved by the sole Trustee of the Trust and by the sole Shareholder of the Trust in accordance with Section 9.1 of the Declaration.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be executed on its behalf by its sole Trustee on this 28^th day of February, 2002.

ENTERCOM BOSTON 1 TRUST
By:	/s/     Joseph M. Field
	Joseph M. Field
	Trustee

EX-3.12

Exhibit 3.12

ENTERCOM BOSTON 1 TRUST

By-Laws

ENTERCOM BOSTON 1 TRUST

By-Laws

Table of Contents

Provision	Page No.
RECITALS		1
ARTICLE I     SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS		1
SECTION 1.1. Meetings		1
SECTION 1.2. Presiding Officer; Secretary		1
SECTION 1.3. Authority of Chairman of Meeting to Interpret Declaration and By-Laws		1
SECTION 1.4. Voting; Quorum		1
SECTION 1.5. Inspectors		2
SECTION 1.6. Shareholders’ Action in Writing		2
SECTION 1.7. Lost, Stolen, etc., Certificates		2
ARTICLE II     TRUSTEES AND TRUSTEES’ MEETINGS		2
SECTION 2.1. Number of Trustees		2
SECTION 2.2. Annual and Regular Meetings of Trustees		2
SECTION 2.3. Special Meetings of Trustees		2
SECTION 2.4. Notice of Meetings		3
SECTION 2.5. Quorum; Presiding Officer		3
SECTION 2.6. Participation by Telephone		3
SECTION 2.7. Location of Meetings		3
SECTION 2.8. Votes		3
SECTION 2.9. Rulings of Chairman		3
SECTION 2.10. Trustees’ Action in Writing		4
ARTICLE III     OFFICERS		4
SECTION 3.1. Officers of the Trust		2
SECTION 3.2. Time and Terms of Election		4
SECTION 3.3. Resignation and Removal		4
SECTION 3.4. Fidelity Bond		4
SECTION 3.5. Chairman of the Trustees		4
SECTION 3.6. President		4
SECTION 3.7. Vice Presidents		5
SECTION 3.8. Treasurer and Assistant Treasurers		5
SECTION 3.9. Secretary and Assistant Secretaries		5
SECTION 3.10. Substitutions		6
SECTION 3.11. Execution of Deeds, etc		6

Provision	Page No.
SECTION 3.12. Power to Vote Securities		6
ARTICLE IV     COMMITTEES		6
SECTION 4.1. Power of Trustees to Designate Committees		6
SECTION 4.2. Rules for Conduct of Committee Affairs		6
SECTION 4.3. Trustees May Alter Abolish etc. Committees		6
SECTION 4.4. Minutes; Review by Trustees		7
ARTICLE V    SEAL		7
ARTICLE VI    AMENDMENTS		7
SECTION 6.1. Amendment		7
SECTION 6.2. Proposal to Amend or Repeal		7

BY-LAWS

These By-Laws are the By-Laws of Entercom Boston 1 Trust, a trust with transferable shares established under the laws of The Commonwealth of Massachusetts (the “Trust”) pursuant to an Agreement and Declaration of Trust (the “Declaration”) made the 18th day of September, 1998. These By-Laws have been adopted by the Trustees pursuant to the authority granted by Section 3.2 of the Declaration.

All words and terms capitalized in these By-Laws, unless otherwise defined herein, shall have the same meanings as they have in the Declaration.

ARTICLE I

SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS

SECTION 1.1. Meetings. The Annual Meeting of Shareholders shall be held within six (6) months of the end of each fiscal year, commencing with the end of the first full fiscal year. Annual Meetings of Shareholders shall be held at such time, on such day and at such place, as the Trustees may from time to time determine by resolution. Special meetings of Shareholders shall be held in accordance with Section 7.3 of the Declaration and shall be held at such time, on such day and at such place as provided for therein.

SECTION 1.2. Presiding Officer; Secretary. The Chairman of the Trustees, if there is one, and in the absence of the Chairman, if there is one, the President, if there is one, shall preside at each Shareholders’ meeting as chairman of the meeting, or in the absence of the Chairman and the President, the Trustees present at the meeting shall elect one of their number as chairman of the meeting. Unless otherwise provided for by the Trustees, the Secretary of the Trust shall be the secretary of all meetings of Shareholders and shall record the minutes thereof.

SECTION 1.3. Authority of Chairman of Meeting to Interpret Declaration and By-Laws. At any Shareholders’ meeting the chairman of the meeting shall be empowered to determine the construction or interpretation of the Declaration or these By-Laws, or any part thereof or hereof in respect of procedural matters relating to the meeting, and his ruling shall be final.

SECTION 1.4. Voting; Quorum. At each meeting of Shareholders, except as otherwise provided by the Declaration, every holder of record of Shares entitled to vote shall be entitled to a number of votes equal to the number of Shares standing in his name on the Share register of the Trust. Shareholders may vote by proxy and the form of any such proxy may be prescribed from time to time by the Trustees. A quorum shall exist if the holders of a majority of the outstanding Shares of the Trust entitled to vote are present in person or by proxy, but any lesser number shall be sufficient for adjournments. At all meetings of the Shareholders, votes of Shareholders need not be taken by ballot unless otherwise provided for by the Declaration or by vote of the Trustees, but the chairman of the meeting may in his discretion authorize any matter to be voted upon by ballot.

SECTION 1.5. Inspectors. At any meeting of Shareholders, the chairman of the meeting may appoint one or more Inspectors of Election or Balloting to supervise the voting at such meeting or any adjournment thereof. If Inspectors are not so appointed, the chairman of the meeting may, and on the request of any Shareholder present or represented and entitled to vote shall, appoint one or more Inspectors for such purpose. Each Inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election or Balloting, as the case may be, at such meeting with strict impartiality and according to the best of his ability. If appointed, Inspectors shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

SECTION 1.6. Shareholders’ Action in Writing. Nothing in this Article 1 shall limit the power of the Shareholders to take any action by means of written instruments without a meeting, as permitted by Section 7.7 of the Declaration.

SECTION 1.7. Lost, Stolen, etc., Certificates. If any certificate for certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees may authorize the issuance of a new certificate of the same tenor and for the same number of Shares in lieu thereof. The Trustees shall require the surrender of any mutilated certificate in respect of which a new certificate is issued, and may, in their discretion, before the issuance of a new certificate, require the owner of a lost, stolen or destroyed certificate, or the owner’s legal representative, to make an affidavit or affirmation setting forth such facts as to the loss, theft or destruction as they deem necessary, and to give the Trust a bond in such reasonable sum as the Trustees direct, in order to indemnify the Trust.

ARTICLE II

TRUSTEES AND TRUSTEES’ MEETINGS

SECTION 2.1. Number of Trustees. There shall initially be one (1) Trustee, and the number of Trustees shall thereafter be such number, authorized by the Declaration, as from time to time shall be fixed by a vote adopted by a majority of the Shareholders present in person or by proxy at a meeting.

SECTION 2.2. Annual and Regular Meetings of Trustees. An Annual Meeting of the Trustees shall be held immediately following the Annual Meeting of Shareholders. Other meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine; provided, that notice of such determination, and of the time, place and purposes of the first regular meeting thereafter, shall be given to each absent Trustee in accordance with Section 2.4 hereof.

SECTION 2.3. Special Meetings of Trustees. Special meetings of the Trustees may be held at any time and at any place when called by the Chairman of the Trustees, the President or the Treasurer or by two (2) or more Trustees, or if there shall be fewer than three (3) Trustees, by any Trustee; provided, that notice of the time, place and purposes thereof is given to each Trustee in accordance with Section 2.4 hereof by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

SECTION 2.4. Notice of Meetings. Notice of any regular or special meeting of the Trustees shall be sufficient if given in writing to each Trustee, and if sent by mail at least five (5) days, or by telegram, Federal Express or other similar overnight delivery service at least seventy-two (72) hours, before the meeting, addressed to his usual or last known business or residence address, or if delivered to him in person at least forty-eight (48) hours before the meeting; provided that, a copy of such notice shall also be given to each Shareholder, in the same manner and no later than such notice is given to the Trustees. Notice of a special meeting need not be given to any Trustee who was present at an earlier meeting, not more than thirty-one (31) days prior to the subsequent meeting, at which the subsequent meeting was called. Notice of a meeting may be waived by any Trustee by written waiver of notice, executed by him before or after the meeting, and such waiver shall be filed with the records of the meeting. Attendance by a Trustee at a meeting shall constitute a waiver of notice, except where a Trustee attends a meeting for the purpose of protesting prior thereto or at its commencement the lack of notice.

SECTION 2.5. Quorum; Presiding Officer. At any meeting of the Trustees , a Majority of the Trustees shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Unless the Trustees shall otherwise elect, generally or in a particular case, the Chairman of the Trustees, if there is one, or in the absence of the Chairman, if there is one, the President, if there is one, or in the absence of the Chairman and the President, such Trustee as the Trustees present at the meeting shall decide, shall preside at each meeting of the Trustees as chairman of the meeting.

SECTION 2.6. Participation by Telephone. One or more of the Trustees may participate in a meeting thereof or of any Committee of the Trustees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 2.7. Location of Meetings. Trustees’ meetings may be held at any place, within or without Massachusetts.

SECTION 2.8. Votes . Voting at Trustees’ meetings may be conducted orally, by show of hands, or if requested by any Trustee, by written ballot. The results of all voting shall be recorded by the Secretary in the minute book.

SECTION 2.9. Rulings of Chairman. All other rules of conduct adopted and used at any Trustees’ meeting shall be determined by the chairman of such meeting, whose ruling on all procedural matters shall be final.

SECTION 2.10. Trustees’ Action in Writing. Nothing in this Article 2 shall limit the power of the Trustees to take action by means of a written instrument without a meeting, as provided in Section 3.2 of the Declaration.

ARTICLE III

OFFICERS

SECTION 3.1. Officers of the Trust. The officers of the Trust may consist of a Chairman of the Trustees, a President, a Treasurer and a Secretary, and may also include one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, and such other officers as the Trustees may designate. Any person may hold more than one office. Except for the Chairman, no officer need be a Trustee. In the event the Trustees shall not elect any officer whose duties are described in these By-Laws, then except to the extent otherwise provided in these By-Laws, such duties shall be performed by the Trustees or any one of them as they shall from time to time determine.

SECTION 3.2. Time and Terms of Election. The officers of the Trust shall be elected by the Trustees at their first meeting and thereafter at the annual meeting of the Trustees, as provided in Section 3.2 of the Declaration. Such officers shall hold office until the next annual meeting of the Trustees and until their successors shall have been duly elected and qualified, and may be removed at any meeting by the affirmative vote of a Majority of the Trustees.

SECTION 3.3. Resignation and Removal. Any officer may resign at any time by giving written notice to the Trustees. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. All officers of the Trust shall be subject to removal, with or without cause, at any time by vote of a majority of the Trustees. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Trustees may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning or removed shall have any right to any compensation for any period following such resignation or removal, or any right to damage on account of such removal.

SECTION 3.4. Fidelity Bond. The Trustees may, in their discretion, direct any officer appointed by them to furnish at the expense of the Trust a fidelity bond approved by the Trustees, in such amount as the Trustees may prescribe.

SECTION 3.5. Chairman of the Trustees. Unless the Trustees otherwise provide, the Chairman of the Trustees, if there is one, shall preside at all meetings of the Shareholders and of the Trustees. The Chairman, if there is one, subject to the supervision of the Trustees, shall have general charge and supervision of the business, property and affairs of the Trust and such other powers and duties as the Trustees may prescribe, and unless otherwise provided by law, the Declaration, these By-Laws or specific vote of the Trustees, shall have and may exercise all of the powers given to the Trustees by the Declaration and by these By-Laws.

SECTION 3.6. President. The President, if there is one, shall be the chief administrative officer of the Trust and, subject to the supervision of the Chairman, if there is one, shall have general charge of the operations of the Trust, and general supervision of the personnel of the Trust, and such other powers and duties as the Trustees or the Chairman shall prescribe.

In the absence or disability of the Chairman, or if there is no Chairman, the President shall exercise the powers and duties of the Chairman.

SECTION 3.7. Vice Presidents. In the absence or disability of the President, if there is one, the Vice President, if there is one, or if there shall be more than one, the Vice Presidents in the order of their seniority or as otherwise designated by the Trustees, shall exercise all of the powers and duties of the President. The Vice Presidents shall do and perform such other duties as the Trustees, the Chairman or the President shall direct.

SECTION 3.8. Treasurer and Assistant Treasurers. The Treasurer, if there is one, shall be the chief financial officer of the Trust, and shall have the custody of the Trust’s funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit all moneys, and other valuable effects in the name and to the credit of the Trust, in such depositories as may be designated by the Trustees, taking proper vouchers for such disbursements, shall have such other duties and powers as may be prescribed from time to time by the Trustees or the Chairman, if there is one, and shall render to the Trustees, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Trust. Any Assistant Treasurer, if there is one, shall have such duties and powers as shall be prescribed from time to time by the Trustees or the Treasurer, and shall be responsible to and shall report to the Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer or, if there shall be more than one, the Assistant Treasurers in the order of their seniority, or as otherwise designated by the Trustees or the Chairman, shall have the powers and duties of the Treasurer.

SECTION 3.9. Secretary and Assistant Secretaries. The Secretary, if there is one, shall, if and to the extent requested by the Trustees, attend all meetings of the Trustees, any Committee of the Trustees, and/or the Shareholders and record all votes and the minutes of proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the Trustees, any Committee of the Trustees, and of the Shareholders and shall perform such other duties as may be prescribed by the Trustees. The Secretary, if there is one, or in his absence any Assistant Secretary, shall affix the Trust’s seal to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary or an Assistant Secretary. The Secretary, if there is one, shall be the custodian of the Share records and all other books, records and papers of the Trust (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed. In the absence or disability of the Secretary, the Assistant Secretary, if there is one, or, if there shall be more than one, the Assistant Secretaries in the order of their seniority or as otherwise designated by the Trustees or the Chairman, shall have the powers and duties of the Secretary.

SECTION 3.10. Substitutions. In case of the absence or disability of any officer of the Trust, or for any other reason that the Trustees may deem sufficient, the Trustees may delegate the powers or duties, or any of them, of such officer to any other officer, or to any Trustee.

SECTION 3.11. Execution of Deeds, etc. Except as the Trustees may generally or in particular cases otherwise authorize or direct, all deeds, mortgages, security agreements, pledge agreements, financing statements, deeds of trust, assignments of rights, leases, bills of sale,

assignments, transfers, contracts, proposals, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed or endorsed on behalf of the Trust by the Chairman, the President, one of the Vice Presidents or the Treasurer, if there is any such officer, or by any Trustee.

SECTION 3.12. Power to Vote Securities. Unless otherwise ordered by the Trustees, the Chairman, the President, one of the Vice Presidents or the Treasurer, if there is any such officer, or any Trustee shall have full power and authority on behalf of the Trust to give proxies for and/or to attend and to act and to vote at any meeting of stockholders of any corporation in which the Trust may hold stock, and at any such meeting such officer or Trustee shall possess and may exercise any and all rights and powers incident to the ownership of such stock which, as the owner thereof, the Trust might have possessed and exercised if present. The Trustees, by resolution from time to time, may confer like powers upon any other person or persons as attorneys and proxies of the Trust.

ARTICLE IV

COMMITTEES

SECTION 4.1. Power of Trustees to Designate Committees. The Trustees by vote of a Majority of the Trustees, may elect from their number an Executive Committee and any other Committees and may delegate thereto some or all of their powers except those which by law, by the Declaration or by these By-Laws may not be delegated; provided that the Executive Committee shall not be empowered to elect officers of the Trust, to amend the By-Laws, to exercise the powers of the Trustees under this Section 4.1 or under Section 4.3 hereof, or to perform any act for which the action of a Majority of the Trustees is required by law, by the Declaration or by these By-Laws. The members of any such Committee shall serve at the pleasure of the Trustees.

SECTION 4.2. Rules for Conduct of Committee Affairs. Except as otherwise provided by the Trustees, each Committee elected or appointed pursuant to this Article 4 may adopt such standing rules and regulations for the conduct of its affairs as it may deem desirable subject to review and approval of such rules and regulations by the Trustees at the next succeeding meeting of the Trustees, but in the absence of any such action or any contrary provisions by the Trustees, the business of each Committee shall be conducted, so far as practicable, in the same manner as provided herein and in the Declaration for the Trustees.

SECTION 4.3. Trustees May Alter Abolish etc. Committees. The Trustees may at any time alter or abolish any Committee, change the membership of any Committee or revoke, rescind or modify any action of any Committee or the authority of any Committee with respect to any matter or class of matters; provided, that no such action shall impair the rights of any third parties.

SECTION 4.4. Minutes; Review by Trustees. Any Committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees.

ARTICLE V

SEAL

The seal of the Trust shall consist of a flat-faced circular die with the word “Massachusetts”, together with the name of the Trust, the words “Trust Seal”, and the year of its organization cut or engraved thereon, but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE VI

AMENDMENTS

SECTION 6.1. Amendment. These By-Laws may be amended or repealed, or new By-Laws adopted, at any meeting of the Shareholders by the vote of the holders of at least a majority of the outstanding Shares.

SECTION 6.2. Proposal to Amend or Repeal. Any proposal to amend or repeal these By-Laws or to adopt new By-Laws shall be stated in the notice of the meeting of the Shareholders, or in the waiver of notice thereof, as the case may be, unless all of the Shareholders are present at such meeting.

EX-3.13

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
	Print or Type

EX-3.14

Exhibit 3.14

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM BOSTON, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM BOSTON, LLC (the “Company”), is entered into as of the 16th day of December, 1999, by ENTERCOM BOSTON 1 TRUST, a Massachusetts trust, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 4, 1998, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), The Member hereby amends and restates the Operating Agreement of the Company dated as of September 4, 1998, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Boston 1 Trust	116 Huntington Avenue 10th Floor Boston, MA 02116

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member; in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 shag 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit

further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM BOSTON 1 TRUST
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

ENTERCOM BOSTON LICENSE, L.L.C.

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 License, L.L.C.

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 August 20, 1998

/s/ Nancy J. Mellady

Nancy J. Mellady

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM BOSTON LICENSE, L.L.C.

1. The name of the limited liability company is Entercom Boston License, L.L.C. (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 License, 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
	Print or Type

EX-3.16

Exhibit 3.16

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM BOSTON LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM BOSTON LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM BOSTON 1 TRUST, a Massachusetts trust, for ENTERCOM RADIO, LLC, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of August 20, 1998, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of August 20, 1998, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Boston 1 Trust	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by,

and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Appeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM BOSTON 1 TRUST
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

ENTERCOM BUFFALO, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Buffalo, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9^th day of September, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM BUFFALO, LLC

1. The name of the limited liability company is Entercom Buffalo, 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 NEW YORK, INC.
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 Buffalo, 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
	Print or Type

EX-3.18

Exhibit 3.18

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM BUFFALO, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM BUFFALO, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM NEW YORK, INC., a New York corporation, for ENTERCOM RADIO, LLC, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom New York, Inc.	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM NEW YORK, INC.
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

ENTERCOM BUFFALO LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Buffalo License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM BUFFALO LICENSE, LLC

1. The name of the limited liability company is Entercom Buffalo License, 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 NEW YORK, INC.
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 Buffalo License, 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
	Print or Type

EX-3.20

Exhibit 3.20

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM BUFFALO LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM BUFFALO LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM NEW YORK, INC., a New York corporation, for ENTERCOM RADIO, LLC, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom New York, Inc.	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM NEW YORK, INC.
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

ENTERCOM CAPITAL, INC.

FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

Entercom Capital, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH; The aggregate number of all classes of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, par value of $.01 per share.

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 share of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by the Corporation; provided, however, that in connection with the issuance or sale of any such shares or securities, the Board of Directors of the Corporation may, in its sole discretion, offer such shares or securities, or any part thereof, for purchase or subscription by the holders of shares of the Corporation, except as may otherwise be provided by this Certificate or Incorporation, as amended from time to time.

At all times, each holder of common stock of the Corporation shall be entitled to one vote for each share of common stock held by such stockholder standing in the name of such stockholder on the books of the Corporation.

FIFTH: The name and address of the Incorporator is as follows:

Jennifer A. Kate

Latham & Watkins

1001 Pennsylvania Avenue, NW

Suite 1300

Washington, D.C. 20004

SIXTH: In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

SEVENTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transactions from which the director derived an improper personal benefit.

EIGHTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by the General Corporation Law of the State of Delaware. All rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 6^th day of February, 2002

/s/ Jennifer A. Kate

Jennifer A. Kate

Incorporator

ENTERCOM CAPITAL, INC.

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

Entercom Capital, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. The present registered agent of the Corporation is The Corporation Trust Company.

2. The Board of Directors of Entercom Capital, Inc. adopted a resolution on the 13^th day of August, 2003 which authorized the Corporation to change (i) the Registered Agent of the Corporation to SR Services, LLC and (ii) the Registered Office of the Corporation to 919 North Market Street, Suite 600, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Change of Registered Agent as of the 13^th day of August, 2003.

/s/ John C. Donlevie

Name: John C. Donlevie

Title: Executive Vice President & Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

The Board of Directors of Entercom Capital Inc.                                                                                                                                       ,

a Delaware Corporation, on this                                     18th                                                                                                            day of

October                         , A.D.                         2010                                         , do hereby resolve and order that the

location of the Registered Office of this Corporation within this State be, and the

same hereby is                                      CORPORATION TRUST CENTER                                                                                           

                                     1209 Orange Street, in the City of                                      Wilmington                                                              ,

County of                  New Castle                             Zip Code                              19801                                                                          .

The name of the Registered Agent therein and in charge thereof upon whom

process against this Corporation may be served, is                                                                                                                                    

                                         THE CORPORATION TRUST COMPANY                                                                                                   .

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by

the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be

signed by an authorized officer, the                              18th                      day of                          October                                              ,

A.D.,          2010         .

By:	/S/ Andrew P. Sutor, IV
	Authorized Officer
Name:	Andrew P. Sutor, IV
	Print or Type
Title:	Vice President

EX-3.22

Exhibit 3.22

BYLAWS

OF

ENTERCOM CAPITAL, INC.

TABLE OF CONTENTS

		Page
ARTICLE I – OFFICES			1
Section 1.	Registered Office		1
Section 2.	Other Offices		1
ARTICLE II – MEETINGS OF STOCKHOLDERS			1
Section 1.	Place of Meetings		1
Section 2.	Annual Meeting of Stockholders		1
Section 3.	Quorum; Adjourned Meetings and Notice Thereof		1
Section 4.	Voting		2
Section 5.	Proxies		2
Section 6.	Special Meetings		3
Section 7.	Notice of Stockholder’s Meetings		3
Section 8.	Maintenance and Inspection of Stockholder List		3
Section 9.	Stockholder Action by Written Consent Without a Meeting		4
ARTICLE III – DIRECTORS			4
Section 1.	The Number of Directors		4
Section 2.	Vacancies		5
Section 3.	Powers		5
Section 4.	Place of Directors’ Meetings		6
Section 5.	Place of Meetings		6
Section 6.	Special Meetings		6
Section 7.	Quorum		6
Section 8.	Action Without Meeting		7
Section 9.	Telephonic Meetings		7
Section 10.	Committees of Directors		7
Section 11.	Minutes of Committee Meetings		8
Section 12.	Compensation of Directors		8
Section 13.	Indemnification		8

ARTICLE IV – OFFICERS		9
Section 1.	Officers	9
Section 2.	Election of Officers	9
Section 3.	Subordinate Officers	10
Section 4.	Compensation of Officers	10
Section 5.	Term of Office; Removal and Vacancies	10
Section 6.	Chairman of the Board	10
Section 7.	President	10
Section 8.	Vice Presidents	11
Section 9.	Secretary	11
Section 10.	Assistant Secretaries	12
Section 11.	Treasurer	12
Section 12.	Assistant Treasurer	12
ARTICLE V – CERTIFICATES OF STOCK		13
Section 1.	Certificates	13
Section 2.	Signatures on Certificates	13
Section 3.	Statements of Stock Rights, Preferences, Privileges	13
Section 4.	Lost Certificates	14
Section 5.	Transfers of Stock	14
Section 6.	Fixing Record Date	14
Section 7.	Registered Stockholders	15
ARTICLE VI – GENERAL PROVISIONS		15
Section 1.	Dividends	15
Section 2.	Payment of Dividends’ Directors’ Duties	15
Section 3.	Checks	16
Section 4.	Fiscal Year	16
Section 5.	Corporate Seal	16
Section 6.	Manner of Giving Notice	16
Section 7.	Waiver of Notice	16
Section 8.	Annual Statement	16

ARTICLE VII – AMENDMENTS		17
Section 1.	Amendment by Directors of Stockholders	17

ARTICLE I.

OFFICES

Section 1. The registered office of Entercom Capital, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum once established shall

not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. When quorum is present at any meeting the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Whenever stockholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the

address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1. The number of directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9). The exact number of directors shall be determined by resolution of the Board, and the initial number of directors shall be four (4). The directors need not be stockholders. The directors shall be elected at the annual meeting of the

stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may

exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV.

OFFICERS

Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and, in the

absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

He shall keep in safe custody the seal of the Corporation, and when authorized by the Board affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such

class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix a record date which shall not be more than a sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI.

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend 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 think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish an such reserve.

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. The fiscal year of the Corporation shall be the calendar year.

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII.

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

CERTIFICATE OF SECRETARY

I, the undersigned do hereby certify:

(1) That I am the duly elected and acting Secretary of Entercom Capital, Inc., a Delaware corporation; and

(2) That the foregoing Bylaws, comprising seventeen (17) pages, constitute the Bylaws of said corporation as duly adopted by the written consent of the sole Incorporator, and approved by the Board of Directors, of said corporation as of February 7, 2002.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 7th day of February, 2001.

/s/ John C. Donlevie

John C. Donlevie, Secretary

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

ENTERCOM SACRAMENTO, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is: Entercom Sacramento, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, does hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 14^th day of January, 1999.

/s/     John C. Donlevie

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM SACRAMENTO, LLC

1. The name of the limited liability company is Entercom Sacramento, 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 RADIO, LLC
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 California, 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
	Print or Type

Certificate Of Merger

of

Entercom San Francisco, LLC

into

Entercom Sacramento, LLC

Pursuant to Title 6, Section 18-209 of the Limited Liability Company Act of the State of Delaware, Entercom Sacramento, LLC, hereby certifies that:

1. The name and jurisdiction of formation of the surviving limited liability company is: Entercom Sacramento, LLC, a Delaware limited liability company; and the name and jurisdiction of formation of the limited liability company being merged into this surviving limited liability company is: Entercom San Francisco, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed by each of the domestic limited liability companies.

3. The name of the surviving domestic limited liability company shall be changed to: Entercom California, LLC. To that end, the surviving limited liability company is hereby amending Article First of its Certificate of Formation to read as follows:

FIRST: The name of the limited liability company is Entercom California, LLC.

4. This Certificate of Merger shall be effective upon filing in the office of the Secretary of State of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent limited liability companies is on file at the principal place of business of the surviving limited liability company at 5345 Madison Avenue, Suite 100, Sacramento, CA 94103.

6. A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of either of the aforesaid constituent limited liability companies.

IN WITNESS WHEREOF, Entercom Sacramento, LLC has caused this Certificate to be signed by its Executive Vice President, and attested by its Assistant Secretary, on the 11^th day of April 2011.

Entercom Sacramento, LLC
By:	/s/     John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

ATTEST
By:	/s/     Andrew P. Sutor, IV
Name:	Andrew P. Sutor, IV
Title:	Assistant Secretary
	Entercom Sacramento, LLC

EX-3.24

Exhibit 3.24

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SACRAMENTO, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SACRAMENTO, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of January 20, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of January 20, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall he entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

ENTERCOM DENVER, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

    Entercom Denver, LLC.

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 21st day of December, 2001.

/s/     Judith T. Kaiser

Judith T. Kaiser

Authorized Person

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 Denver, 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
	Print or Type

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM DENVER, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM DENVER, LLC (the “Company”), is entered into as of the 21st day of December, 2001, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses

provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.27

Exhibit 3.27

CERTIFICATE OF FORMATION

ENTERCOM DENVER LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Denver License, LLC.

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 21st day of December, 2001.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

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 Denver License, 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
	Print or Type

EX-3.28

Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM DENVER LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM DENVER LICENSE, LLC (the “Company”), is entered into as of the 21st day of December, 2001, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all Powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section ‘1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933; as amended, that the Company 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 Company 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 Company, 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 Company and the ‘indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(1)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. if the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if

such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall.be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

ENTERCOM GAINESVILLE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is: Entercom Gainesville, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, does hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 14^th day of January, 1999.

/s/ John C. Donlevie

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GAINESVILLE, LLC

1. The name of the limited liability company is Entercom Gainesville, 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 RADIO, LLC
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 Gainesville, 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
	Print or Type

EX-3.30

Exhibit 3.30

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GAINESVILLE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GAINESVILLE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of June 20, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of June 20, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member.

Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

ENTERCOM GAINESVILLE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Gainesville License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE INDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby make this Certificate, hereby declaring and certifying that this is my act .and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 23^rd day of June, 1999.

/s/    John C. Donlevie        

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GAINESVILLE LICENSE, LLC

1. The name of the limited liability company is Entercom Gainesville License, 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 RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF MERGER

ENTERCOM MICANOPY LICENSE, LLC

a Delaware limited liability company

with and into

ENTERCOM GAINESVILLE LICENSE, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM GAINESVILLE LICENSE, LLC (the “License LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM MICANOPY LICENSE, LLC, a Delaware limited liability company (the “Micanopy LLC”), with and into the License LLC, The Micanopy LLC and the License LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Micanopy License, LLC	Delaware
Entercom Gainesville License, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the License LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Gainesville License, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SIXTH: The Merger shall be effective on December 31, 2001 at 11:59 p.m.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the License LLC this 14^th day of December, 2001.

ENTERCOM GAINESVILLE LICENSE, LLC:
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

1.                The name of the limited liability company  is

Entercom Gainesville License, 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
	Print or Type

EX-3.32

Exhibit 3.32

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GAINESVILLE LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GAINESVILLE LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of June 23, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of June 23, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by,

and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses

provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.33

Exhibit 3.33

CERTIFICATE OF FORMATION

ENTERCOM GREENSBORO, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Greensboro, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GREENSBORO, LLC

1. The name of the limited liability company is Entercom Greensboro, 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 RADIO, LLC
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 Greensboro, 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
	Print or Type

EX-3.34

Exhibit 3.34

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GREENSBORO, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GREENSBORO, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member.

Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/     John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

ENTERCOM GREENSBORO LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Greensboro License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GREENSBORO LICENSE, LLC

1. The name of the limited liability company is Entercom Greensboro License, 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 RADIO, LLC
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 Greensboro License, 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
	Print or Type

EX-3.36

Exhibit 3.36

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GREENSBORO LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GREENSBORO LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member.

Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person sewing at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on _Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/     John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

ENTERCOM GREENVILLE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

    Entercom Greenville, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GREENVILLE, LLC

1. The name of the limited liability company is Entercom Greenville, 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 RADIO, LLC
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

1.                The name of the limited liability company  is

Entercom Greenville, 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
	Print or Type

EX-3.38

Exhibit 3.38

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GREENVILLE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GREENVILLE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 9/9/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 9/9/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by,

and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section l hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses

provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.39

Exhibit 3.39

CERTIFICATE OF FORMATION

ENTERCOM GREENVILLE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Greenville License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM GREENVILLE LICENSE, LLC

1. The name of the limited liability company is Entercom Greenville License, 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 RADIO, LLC
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

1.                The name of the limited liability company  is

Entercom Greenville License, 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
	Print or Type

EX-3.40

Exhibit 3.40

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM GREENVILLE LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM GREENVILLE LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member.

Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company and each indemnified representative intend to he legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall Act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.41

Exhibit 3.41

CERTIFICATE OF FORMATION

OF

ENTERCOM DELAWARE HOLDING COMPANY, LLC

This Certificate of Formation of Entercom Delaware Holding Company, LLC (the “LLC”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.)

FIRST: The name of the limited liability company formed hereby is ENTERCOM DELAWARE HOLDING COMPANY, LLC.

SECOND: The name of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company.

THIRD: The address of the registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 2, 1999.

BY:	/s/    Jack Donlevie
NAME:	Jack Donlevie
	Authorized Person

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO

A CORPORATION

(Pursuant to Section 265 of the Delaware General Corporation Law)

1. The limited liability company is formed under the jurisdiction of the State of Delaware.

2. The name of the limited liability company immediately prior to filing this Certificate is:

Entercom Delaware Holding Company, LLC

3. The date the limited liability company was first formed is:

November 2, 1999

4. The name of the corporation as set forth in the Certificate of Incorporation is:

Entercom Delaware Holding Corporation

By:	/s/    John C. Donlevie
	John C. Donlevie
	Authorized Person

CERTIFICATE OF INCORPORATION

OF

ENTERCOM DELAWARE HOLDING CORPORATION

(A Delaware Corporation)

FIRST: Corporate Name. The name of the corporation is Entercom Delaware Holding Corporation (hereinafter referred to as the “Corporation”).

SECOND: Registered Office. The location and post office address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the Corporation’s registered agent for service of process at such address shall be The Corporation Trust Company.

THIRD: Incorporation. The Corporation is incorporated under the provisions of the Delaware General Corporation Law, as amended from time to time (the “Act”).

FOURTH: Method of Adoption. This Certificate of Incorporation was duly adopted by a unanimous consent of Directors and the sole stockholder in accordance with Section 103 of the Act.

FIFTH: Corporate Purposes. The purpose for which the corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Act.

SIXTH: Corporation Existence. The term of existence of the Corporation is perpetual.

SEVENTH: Capital Stock. The aggregate number of shares which the Corporation shall have authority to issue shall be 3,000 shares of common stock, par value of one cent ($.01) per share. The holder of any shares of common stock of the Corporation, as of the record date determined by a majority vote of the Directors, shall have the right to vote on any matter before the stockholders including, but not limited to, the annual election of Directors.

EIGHTH: The name and mailing address of the incorporator is Judith T. Kaiser, Suite 600, 919 North Market Street, P.O. Box 2170, Wilmington, Delaware 19899-2170.

NINTH: The powers of the incorporator are to terminate upon the filing of this certificate of incorporation. The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

John C. Donlevie 401 City Avenue, Suite 409 Bala Cynwyd, PA 19004	David J. Field 401 City Avenue, Suite 409 Bala Cynwyd, PA 19004
Joseph M. Field 401 City Avenue, Suite 409 Bala Cynwyd, PA 19004	Steven Fisher 401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

TENTH: Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after all creditors of the Corporation shall have been paid in full, the holders of the common stock shall share ratably on a share-for-share basis in all distributions of assets pursuant to such voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation. For the purposes of this paragraph, neither the merger nor the consolidation of the Corporation into or with another entity or the merger or consolidation of any other entity into or with the Corporation, or the sale, transfer, or other disposition of all or substantially all the assets of the Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation.

ELEVENTH: General.

(a) Issuance of Shares. Subject to the foregoing provisions of this Certificate of Incorporation, the Corporation may issue shares of its Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing provisions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid capital stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.

(b) Rights and Options. The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation’s capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the Board of Directors or otherwise provided in a plan relating to the issuance of such rights and options which has been approved by the Board of Directors. The Board of Directors or a committee of the Board of Directors shall be empowered to set the exercise price, duration, times for exercise, and other terms of such options or rights; provided, however, that the consideration to be received for any shares of capital stock subject thereto shall not be less than the par value thereof.

TWELFTH: Board of Directors. The number, classification, and terms of the Board of Directors of the Corporation and the procedures to elect directors, to remove directors, and to fill vacancies in the Board of Directors shall be as stated in the Corporation’s By-Laws.

THIRTEENTH: No Cumulative Voting. The stockholders of the Corporation shall not have the right to cumulate their votes for the election of directors of the Corporation.

FOURTEENTH: Indemnification. The Corporation shall indemnify any Person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, manager, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article FOURTEENTH is in effect. Any repeal or amendment of this Article FOURTEENTH shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article FOURTEENTH. Such right shall include the right to be paid by the Corporation expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Act, but the burden of providing such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or shareholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or shareholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, bylaw, resolution of shareholders or directors, agreement, or otherwise.

The Corporation may additionally indemnify any employee or agent of the Corporation to the fullest extent permitted by law.

Without limiting the generality of the foregoing, to the extent permitted by then applicable law, the grant of mandatory indemnification pursuant to this Article FOURTEENTH shall extend to proceedings involving the negligence of such Person.

As used herein, the term “Proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

FIFTEENTH: Personal Liability of Directors and Officers.

(a) Directors. A director 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 director has breached or failed to perform the duties of his or her office under this Certificate of Incorporation, the Bylaws of the Corporation or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b) Officers. An office 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 expenses 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 this Certificate of Incorporation, the Bylaws of the Corporation or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

SIXTEENTH: Powers of the Board of Directors. All of the power of the Corporation, insofar as it may be lawfully vested by this Certificate of Incorporation in the Board of Directors, is hereby conferred upon the Board of Directors of the Corporation.

SEVENTEETH: Special Meetings. Special meetings of the stockholders may only be called by the Chairman or Chief Executive Officer of the Corporation or by resolution of the Board of Directors.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation of Entercom Delaware Holding Corporation this 10^th day of December, 1999.

  /s/    Judith T. Kaiser         

JUDITH T. KAISER

Incorporator

CERTIFICATE OF CANCELLATION

OF

ENTERCOM DELAWARE HOLDING COMPANY, LLC

1. The name of the limited liability company is Entercom Delaware Holding Company, LLC

2. The Certificate of Formation of the limited liability company was filed on November 2, 1999.

3. The reason for the filing of the Certificate of Cancellation is to convert the LLC into a Delaware corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of Entercom Delaware Holding Company, LLC this 10^th day of December, 1999.

  /s/    John C. Donlevie         

John C. Donlevie

Authorized Person

ENTERCOM DELAWARE HOLDING CORPORTION

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

Entercom Delaware Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the Sate of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. The present registered agent of the Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

2. The Board of Directors of Entercom Delaware Holding Corporation adopted a resolution on the 17 day of July, 2000 which authorized the Corporation to change (i) the Registered Agent of the Corporation to SR Services, LLC and (ii) the Registered Office of the Corporation to 919 North Market Street, Suite 600, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, Entercom Delaware Holding Corporation has caused this statement to be signed by John C. Donlevie, its Executive Vice President, as of the 17 day of July 2000.

  /s/    John C. Donlevie         

Name: John C. Donlevie

Title: Executive Vice President

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

Entercom Delaware Holding Corporation

Entercom Delaware Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) which filed its Certificate of Incorporation with the Secretary of State on November 2, 1999, DOES HEREBY CERTIFY:

FIRST: That in lieu of a meeting, the Board of Directors of said Corporation, by unanimous written consent of its members taken on December 9, 2002 adopted the following resolution setting forth the proposed amendment to the Certificate of Incorporation of said Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as follows:

FIRST. NAME. The name of the Corporation is Entercom Incorporated

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforementioned amendment was adapted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by John C. Donlevie, its President and Secretary, this 10th day of December 2002.

Entercom Delaware Holding Corporation
By:	/s/    John C. Donlevie
	John C. Donlevie
	President and Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

The Board of Directors of     ENTERCOM INCORPORATED                                                                                                                    ,

a Corporation of Delaware, on this                 14^th day of

APRIL                         , A.D.     2004 , do hereby resolve and order that the

location of the Registered Office of the Corporation within the State be, and the

same hereby is                          1011 CENTRE ROAD, SUITE 301                                                                                                          

                                                                       Street, in the City of     WILMINGTON                                                                               ,

County of NEW CASTLE                             Zip Code      19805                                                                                                               .

The name of the Registered Agent therein and in charge thereof upon whom

process against this Corporation may be served, is                                                                                                                                    

BELFINT, LYONS & SHUMAN, PA                                                                                                                                                        .

ENTERCOM INCORPORATED                                     a Corporation of Delaware, does hereby certify that the foregoing is a true
copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be

signed by an authorized officer, the                  21^st day of    APRIL                                                                          ,

A.D.,      2004     .

By:	/s/ Barry A Cruzier
		Authorized Officer
Name:		Barry A Cruzier
		Print or Type
Title:		Assistant Secretary

EX-3.42

Exhibit 3.42

BY-LAWS OF ENTERCOM INCORPORATED

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. The Meeting. The annual meeting of the stockholders of Entercom Incorporated (the “Corporation”) for the election of directors and for the transaction of such other business as may come before the meeting shall beheld within one hundred and fifty days after the close of the Corporation’s Fiscal Year at such date, time and location as the Board of Directors shall designate.

Section 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the President and shall be called by the President or Secretary at the request in writing of stockholders of record owning at least twenty-five percentum (25%) of the shares of stock of the Corporation outstanding and entitled to vote.

Section 3. Notice of Meetings. Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board of Directors shall fix, after the adjournment, a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Place of Meetings. Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board of Directors or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof.

Section 5. Quorum. At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except as otherwise provided by statute or in the Certificate of Incorporation. In the absence of a quorum, the holders of a majority of the shares of stock present in person or by

proxy and entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 6. Organization. At each meeting of the stockholders, the President, or in his absence or inability to act, any person chosen by a majority of those stockholders present, in person or by proxy and entitled to vote, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

Section 8. Voting. Except as otherwise provided by statute, by the Certificate of Incorporation, or by any certificate duly filed in the State of Delaware pursuant to Section 151 of the Delaware General Corporation Law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board of Directors as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day next preceding the date on which notice thereof shall be given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; or each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-Laws, or the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

Section 9. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 10. Action by Written Consent. Any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice to stockholders and without a vote if consents in writing, setting forth the action so taken, shall have been signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 11. Duration and Revocation of Consents. Consents to corporate action shall be valid for a maximum of sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner provided in Section 228(c) of the Delaware General Corporation Law. Consents may be revoked by written notice (i) to the Corporation, (ii) to the stockholder or stockholders soliciting consents or soliciting revocations in opposition to action by consent proposed by the Corporation (the “Soliciting Stockholders”), or (iii) to a proxy solicitor or other agent designated by the Corporation or the Soliciting Stockholders.

Section 12. Notice of Action by Consent. The Corporation shall give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualifications, Election, and Term of Office. The number of directors of the Corporation shall be as determined by vote of a majority of the entire Board of Directors. All of the directors shall be of full age. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors shall be elected at the annual meeting of the stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such election shall be elected. Each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Certificate of Incorporation.

Section 3. Place of Meeting. Meetings of the Board of Directors may be held at such place, within or without the State of Delaware, as the Board of Directors may from time to time determine or shall be specified in the notice or waiver of notice of such meeting.

Section 4. First Meeting. The Board of Directors shall meet for the purpose of organization, the election of the officers of the Corporation, and the transaction of other business, as soon as practicable after each annual meeting of the stockholders. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and at such place as the Board of Directors may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by one or more directors of the Corporation or by the President.

Section 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to him at his residence, or usual place of business, at least three days before the day on which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any regular or special meeting need not state the purpose of such meeting.

Section 8. Quorum and Manner of Acting. A majority of the entire Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time and place, or such meeting, unless it be the first meeting of the Board of Directors, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article III of these By-Laws, the directors shall act only as a Board and the individual directors shall have no power as such.

Section 9. Organization. At each meeting of the Board of Directors, the President, or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

Section 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 11. Vacancies. Vacancies may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or holders of at least ten percent of the votes of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Except as otherwise provided in these By-Laws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Section 12. Removal of Directors. Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the votes of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board of Directors caused by any such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

Section 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE III

COMMITTEES

Section 1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE IV

OFFICERS

Section 1. Number and Qualifications. The officers of the Corporation shall be the President, Secretary, and Treasurer. Any two or more offices may be held by the same person. Such officers shall be elected from time to time by the Board of Directors, each to hold office until the meeting of the Board of Directors following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Board of Directors may from time to time elect, or the President may appoint, such other officers (including, but not limited to, one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), and such agents, as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board of Directors or by the appointing authority.

Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board of Directors at any meeting of the Board of Directors, or, except in the case of an officer or agent elected or appointed by the Board of Directors, by the President. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment of such office.

Section 5. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board of Directors may require.

Section 6. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the President the power to fix the compensation of officers and agents appointed by the President. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

Section 7. President. The President shall be the Chief Executive Officer of the Corporation and shall have the general and active management of the business of the Corporation and general and active supervision and direction over the other officers, agents and employees and shall see that their duties are properly performed. He shall, if present, preside at each meeting of the stockholders and of the Board of Directors and shall be an ex-officio member of all committees of the Board of Directors. He shall perform all duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be assigned to him by the Board of Directors.

Section 8. Secretary. The Secretary shall:

(a) Keep or cause to be kept in one or more books provided for that purpose, the minutes of the meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b) See that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c) Be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d) See that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e) In general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 9. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall exercise general supervision over the receipt, custody, and disbursements of Corporate funds. The Treasurer shall sign, make and indorse in the name of the corporation, all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipts for such, and, in general, perform all the duties incident to the office of Treasurer. He shall have such further powers and duties as may be conferred upon him from time to time by the President or the Board of Directors.

ARTICLE V

INDEMNIFICATION

To the fullest extent permitted by law, the Corporation shall indemnify any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), liability, loss, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which be reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect of any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Such indemnity shall inure to the benefit of the heirs, executors and administrators of any director or officer so indemnified pursuant to this Article. The right to indemnification under this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its disposition; provided however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. Such indemnification and advancement of expenses shall be in addition to any other rights to which those directors and officers seeking indemnification and advancement of expenses may be entitled under any law, agreement, vote of stockholders, or otherwise.

Any repeal or amendment of this Article by the stockholders of the Corporation or by changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and shall not adversely affect any right to indemnification or advancement of expenses of a

director or officer of the Corporation existing at the time of such repeal or amendment. In addition to the foregoing, the right to indemnification and advancement of expenses shall be to the fullest extent permitted by the General Corporation Law of the State of Delaware or any other applicable law and all amendments to such laws as hereafter enacted from time to time.

ARTICLE VI

STOCK

Section 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, if any, or the President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of each year.

Section 2. Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of the name of the Corporation and the words and figures “Corporate Seal, Entercom Delaware Holding Corporation, Delaware 1999”.

Section 3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the 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 is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 4. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; 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, a committee thereat or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 5. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6. Amendments. These By-Laws may be amended or repealed, or new By-Laws may be adopted, (1) at any annual or special meeting of the stockholders, by a majority of the total votes of the stockholders, present or in person or represented by proxy and entitled to vote on such action; provided, however, that the notice of such meeting shall have been given as provided in these By-Laws, which notice shall mention that amendment or repeal of these By-Laws, or the adoption of new By-Laws, is one of the purposes of such meeting; (2) by written consent of the stockholders pursuant to Section 11 of Article I; or (3) by action of the Board of Directors.

EX-3.43

Exhibit 3.43

CERTIFICATE OF FORMATION

ENTERCOM INDIANAPOLIS, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Indianapolis, LLC

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 19^th day of April, 2004.

/s/    Beth Crassweller

Beth Crassweller

Authorized Person

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 Indianapolis, 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
	Print or Type

EX-3.44

Exhibit 3.44

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM INDIANAPOLIS, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM INDIANAPOLIS, LLC (the “Company”), is entered into as of the 19th day of April, 2004, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Beth Crassweller (“Crassweller”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Crassweller’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER: Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.45

Exhibit 3.45

CERTIFICATE OF FORMATION

ENTERCOM INDIANAPOLIS LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Indianapolis License, LLC

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 19^th day of April, 2004.

/s/    Beth Crassweller

Beth Crassweller

Authorized Person

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 Indianapolis License, 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
	Print or Type

EX-3.46

Exhibit 3.46

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM INDIANAPOLIS LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM INDIANAPOLIS LICENSE, LLC (the “Company”), is entered into as of the 20th day of April, 2004, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Beth Crassweller (“Crassweller”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Crassweller’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member; in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13 The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment maybe entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER: Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C Donlevie
Title:	Executive Vice President

EX-3.47

Exhibit 3.47

CERTIFICATE OF FORMATION

ENTERCOM KANSAS CITY, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is: Entercom Kansas City, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 14^th day of January, 1999.

/s/    John C. Donlevie

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM KANSAS CITY, LLC

1. The name of the limited liability company is Entercom Kansas City, 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 RADIO, LLC
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 Kansas City, 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
	Print or Type

EX-3.48

Exhibit 3.48

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM KANSAS CITY, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM KANSAS CITY, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of January 20, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of January 20, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member.

Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of; the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.49

Exhibit 3.49

CERTIFICATE OF FORMATION

ENTERCOM KANSAS CITY LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Kansas City License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 10^th day of December, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM KANSAS CITY LICENSE, LLC

1. The name of the limited liability company is Entercom Kansas City License, 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 RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF MERGER

ENTERCOM KANSAS CITY NEWS LICENSE, LLC

a Delaware limited liability company

with and into

ENTERCOM KANSAS CITY LICENSE, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM KANSAS CITY LICENSE, LLC (the “License LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM KANSAS CITY NEWS LICENSE, LLC, a Delaware limited liability company (the “News LLC”), with and into the License LLC. The News LLC and the License LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Kansas City News License, LLC	Delaware
Entercom Kansas City License, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the license LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Kansas City License, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SIXTH: The Merger shall be effective on December 31, 2001 at 11:59 p.m.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the License LLC this 14th day of December, 2001.

ENTERCOM KANSAS CITY LICENSE, LLC:
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 Kansas City License, 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
	Print or Type

EX-3.50

Exhibit 3.50

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM KANSAS CITY LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM KANSAS CITY LICENSE, LLC (the “Company”), is entered into as of the 30th day of December 1999, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercorn Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member; in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment maybe entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER: Entercom Radio, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.51

Exhibit 3.51

CERTIFICATE OF FORMATION

ENTERCOM MADISON, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Madison, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 12^th day of May, 2000.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MADISON, LLC

1. The name of the limited liability company is Entercom Madison, 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 RADIO, LLC
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 Madison, 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
	Print or Type

EX-3.52

Exhibit 3.52

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MADISON, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MADISON, LLC (the “Company”), is entered into as of the 12^th day of May, 2000, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the amount of One Hundred Dollars ($100.00), as set forth in the Subscription Agreement dated the date hereof between the Member and the Company, to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.53

Exhibit 3.53

CERTIFICATE OF FORMATION

ENTERCOM MADISON LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Madison License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 12^th day of May, 2000.

/s/     Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MADISON LICENSE, LLC

1. The name of the limited liability company is Entercom Madison License, 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 RADIO, LLC
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 Madison License, 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
	Print or Type

EX-3.54

Exhibit 3.54

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MADISON LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MADISON LICENSE, LLC (the “Company”), is entered into as of the 12^th day of May, 2000, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may he formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the

Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute amount of One Hundred Dollars $100.00, as set forth in the Subscription Agreement dated the date hereof between the Member and the Company, to the Company as its capital contribution to and in consideration for its interest in the Company

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION

ENTERCOM MEMPHIS, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Memphis, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MEMPHIS, LLC

1. The name of the limited liability company is Entercom Memphis, 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 RADIO, LLC
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 Memphis, 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
	Print or Type

EX-3.56

Exhibit 3.56

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MEMPHIS, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MEMPHIS, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.57

Exhibit 3.57

CERTIFICATE OF FORMATION

ENTERCOM MEMPHIS LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Memphis License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser        

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MEMPHIS LICENSE, LLC

1. The name of the limited liability company is Entercom Memphis License, 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 RADIO, LLC
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 Memphis License, 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
	Print or Type

EX-3.58

Exhibit 3.58

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MEMPHIS LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MEMPHIS LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

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

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified, representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.59

Exhibit 3.59

CERTIFICATE OF FORMATION

ENTERCOM MILWAUKEE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Milwaukee, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MILWAUKEE, LLC

1. The name of the limited liability company is Entercom Milwaukee, 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 RADIO, LLC
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 Milwaukee, 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
	Print or Type

EX-3.60

Exhibit 3.60

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MILWAUKEE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MILWAUKEE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certification of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member herby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may he formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Office, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION

ENTERCOM MILWAUKEE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Milwaukee License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM MILWAUKEE LICENSE, LLC

1. The name of the limited liability company is Entercom Milwaukee License, 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 RADIO, LLC
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 Milwaukee License, 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
	Print or Type

EX-3.62

Exhibit 3.62

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM MILWAUKEE LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM MILWAUKEE LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.63

Exhibit 3.63

CERTIFICATE OF FORMATION

ENTERCOM NEW ORLEANS, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom New Orleans, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM NEW ORLEANS, LLC

1. The name of the limited liability company is Entercom New Orleans, 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 RADIO, LLC
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 New Orleans, 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
	Print or Type

EX-3.64

Exhibit 3.64

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM NEW ORLEANS, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM NEW ORLEANS, LLC (the “Company”), is entered into as of the 16^thday of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409
	Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.65

Exhibit 3.65

CERTIFICATE OF FORMATION

ENTERCOM NEW ORLEANS LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom New Orleans License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM NEW ORLEANS LICENSE, LLC

1. The name of the limited liability company is Entercom New Orleans License, 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 RADIO, LLC
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 New Orleans License, 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
	Print or Type

EX-3.66

Exhibit 3.66

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM NEW ORLEANS LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM NEW ORLEANS LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.67

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 this 23^rd day of February, 1998.

/s/    Brian G. Flanagan, Incorporator
Brian G. Flanagan, Incorporator
Address:	Nixon, Hargrave, Devans & & Doyle LLP Clinton Square, Suite 1300 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 24^th 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

EX-3.68

Exhibit 3.68

BY-LAWS

OF

ENTERCOM NEW YORK, INC..

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and the transaction of other business shall be held each year on such day and at such hour in March as shall be fixed by the Board of Directors.

Section 2. Special Meetings. A special meeting of the shareholders may be called at any time by the holders of a majority of the outstanding shares or by the Board of Directors or by the President and shall be held on such day and at such hour as is fixed in the call of the meeting.

Section 3. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation or at such other place, within or without the State of New York, as may be fixed by the Board of Directors.

Section 4. Notice of Meetings. Notice of each meeting of shareholders shall be in writing and shall state the place, date, and hour of the meeting. Notice of a special meeting also shall state the purpose or purposes for which the meeting is called and shall indicate who called the meeting. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each shareholder entitled to vote at the meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at such address as appears on the record of shareholders, or, if the shareholder shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to the shareholder at such other address. Notice of meetings of shareholders need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting whether in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

Section 5. Organization. At each meeting of shareholders, the President, or in the President’s absence a Vice President, shall preside and the Secretary, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of the meeting. If none of those designated to preside or to act as secretary of the meeting shall be present, the shareholders present in person or by proxy and entitled to vote at the meeting shall select someone to preside or to act as secretary, as may be needed.

Section 6. Quorum. At each meeting of shareholders, the holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business.

Section 7. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of shareholders, every shareholder of record shall be entitled to cast one vote for every share of stock standing in her or his name on the record of shareholders. Except as otherwise provided by law or by the Certificate of Incorporation, all matters shall be determined by a majority of the votes cast, except that directors shall be elected by a plurality of the votes cast.

Section 8. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for her or him by proxy. Every proxy must be signed by the shareholder or the shareholder’s attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

Section 9. List of Shareholders at Meetings. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

Section 10. Action Without a Meeting. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Power. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the business, property, and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. Number. The number of directors constituting the entire Board of Directors shall be not less than one or more than four as shall be fixed from time to time by the Board of Directors, provided that no decrease in the number of directors shall shorten the term of any incumbent director.

Section 3. Election and Term of Directors. Directors shall be elected at the annual meeting of shareholders. Each director shall hold office until the next annual meeting and until the director’s successor has been elected and qualified.

Section 4. Meetings of the Board. An annual meeting of the Board of Directors shall be held in each year directly after adjournment of the annual meeting of shareholders. Other regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board. Special meetings of the Board may be held at any time upon the call of the President or the Board of Directors. Meetings of the Board of Directors shall be held at such place, within or without the State of New York, as from time to time may be fixed by resolution of the Board or by order of the President. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation.

Section 5. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given. Notice of each special meeting shall be mailed to each director, addressed to the address last given by each director to the Secretary or, if none has been given, to the director’s residence or usual place of business, at least three days before the day on which the meeting is to be held, or shall be sent to the director by telegraph, cable, wireless, or similar means so addressed or shall be delivered personally or by telephone, at least twenty-four (24) hours before the time the meeting is to be held. Each notice shall state the time and place of the meeting but need not state the purposes thereof except as otherwise expressly provided by applicable law. Notices of any such meeting need not be given to any director who submits a sinned waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.

Section 6. Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the entire Board shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote, if a quorum is present at that time, shall be the act of the Board.

Section 7. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 8. Participation in Board Meetings by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9. Executive and Other Committees of Directors. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:

(1) The submission to shareholders of any action that needs shareholders’ approval under the New York Business Corporation Law;

(2) The filling of vacancies in the Board of Directors or in any committee;

(3) The fixing of compensation of the directors for serving on the Board or on any committee;

(4) The amendment or repeal of the By-laws, or the adoption of new By-laws; and

(5) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

Unless a greater proportion is required by the resolution designating a committee of the Board of Directors, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business or of any specified item of business, and the vote of a majority of the members present at the time of such vote, if a quorum is present at such time, shall be the act of the committee. The Board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Section 10. Resignation and Removal. Any director may resign at any time by giving written notice to the President or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery and, unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall not be needed to make it effective. Any or all of the directors may be removed, at any time, with or without cause, by vote of the shareholders at a special meeting of shareholders, and any vacancy thereby created may be filled at said meeting by vote of the shareholders and, if not so filled, then by the directors as provided in Section 11 of this Article.

Section 11. Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason may be filled by vote of a majority of the directors then in office, even if less than a quorum exists. A director elected to fill a newly created directorship or a vacancy shall hold office until the next annual meeting of shareholders and until such director’s successor has been elected and qualified.

ARTICLE III

OFFICERS

Section 1. Officers Enumerated. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, and such other officers as the Board of Directors may in its discretion elect. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. All officers shall be elected by the Board of Directors at its first meeting held after the annual election of directors. The officers need not be directors. Unless elected for a lesser term, and subject always to the right of the Board of Directors to remove an officer with or without cause, each officer shall hold office for one year and until such officer’s successor has been elected and qualified.

Section 3. The President. The President shall be the chief executive officer of the Corporation and, subject to the determinations of the Board of Directors, shall have general control and management of the business, property, and affairs of the Corporation. The President shall preside at all meetings of shareholders and, if he is a director, of the Board. In the absence or incapacity of any other officer of the Corporation, the President shall have the authority and may perform the duties of that officer.

Section 4. The Vice Presidents. Each Vice President, if any, shall, in the absence or incapacity of the President and in order of seniority as fixed by the Board, have the authority and perform the duties of the President, and each shall have such other authority and perform such other duties as the Board of Directors may prescribe.

Section 5. The Secretary. The Secretary (a) shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, (b) shall perform like duties for committees of the Board when required, (c) shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and (d) shall have such other authority and perform such other duties as usually pertain to the office or as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors or the President, affix the same to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary or Treasurer.

Section 6. The Treasurer. The Treasurer (a) shall have the care and custody of all the moneys and securities of the Corporation, (b) shall keep or cause to be kept complete and accurate books of account of all moneys received and paid on account of the Corporation, (c) shall sign such instruments as require the Treasurer’s signature, and (d) shall have such other authority and perform such other duties as usually pertain to the office or as the Board of Directors may prescribe.

Section 7. Assistant Officers. Any Assistant Vice President, Assistant Secretary, or Assistant Treasurer elected by the Board of Directors, (a) shall assist the Vice President, Secretary, or Treasurer, respectively, as the case may be, (b) shall possess that officer’s authority and perform that officer’s duties in that officer’s absence or incapacity, and, (c) shall have such other authority and perform such other duties as the Board of Directors may prescribe.

Section 8. Appointed Officers. The Board of Directors may delegate to any officer or committee the power to appoint and to remove any subordinate officer, agent, or employee.

Section 9. Securities of Other Corporations. The President or the Treasurer may, with respect to any shares of stock or other securities issued by any other corporation or other business organization and held by the Corporation, exercise voting and similar rights on behalf of the Corporation and execute proxies for that purpose. In addition, either such officer may endorse for sale or transfer and may sell or transfer for and on behalf of the Corporation any such stock or other securities and may appoint proxies or attorneys for that purpose.

ARTICLE IV

SHARES AND THEIR TRANSFER

Section 1. Certificates of Stock. Every shareholder shall be entitled to have one or more certificates, in such form as the Board of Directors may from time to time prescribe, representing in the aggregate the number of shares of stock of the Corporation owned by said shareholder, which certificates shall be signed by, or in the name of, the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

Section 2. Transfers. Shares of stock of the Corporation shall be transferable on the books of the Corporation by the registered holder thereof in person or by such holder’s duly authorized attorney, but, except as hereinafter provided in the case of loss, destruction, or mutilation of certificates, no transfer of shares shall be entered until the previously issued certificate representing those shares shall have been surrendered and cancelled. Except as otherwise required by law, the Corporation shall be entitled to treat the person registered as the holder of shares on its books as the owner thereof for all purposes regardless of any notice or knowledge to the contrary.

Section 3. Lost, Destroyed or Mutilated Certificates. The Corporation may issue a new certificate representing shares of stock of the same tenor and the same number of shares in place of a certificate theretofore issued by it that is alleged to have been lost, stolen, or destroyed; provided, however, that the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond or indemnity, in form and with one or more sureties satisfactory to the Board, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V

INDEMNIFICATION

Section 1. Indemnification of Directors and Officers. To the full extent authorized or permitted by law, the Corporation shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party to any action or proceeding, whether civil, at law, in equity, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he, his testator or intestate, (“Responsible Person”), whether before or after adoption of this Article, (a) is or was a director, or officer of the Corporation, or (b), if a director or officer of the Corporation, is serving or served, in any capacity, at the request of the Corporation, any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, or (c), if not a director or officer of the Corporation, is serving or served, at the request of the Corporation, as a director or officer of any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by such Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal therein, provided only that (x) acts of the Responsible Person which were material to the cause of action so adjudicated or otherwise disposed of were not (i) committed in bad faith or (ii) were not the result of active and deliberate dishonesty, and (y) the Responsible Person did not personally gain in fact a financial profit or other advantage to which he was not legally entitled.

Section 2. Advancement of Expenses. All expenses reasonably incurred by an Indemnified Person in connection with a threatened or actual action or proceeding with respect to which such person is or may be entitled to indemnification under this Article shall be advanced or promptly reimbursed by the Corporation to him in advance of the final disposition of such action or proceeding, upon receipt of art undertaking by him or on his behalf to repay the amount of such advances, if any, as to which he is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he is entitled.

Section 3. Procedure for Indemnification.

(a) Not later than thirty (30) days following final disposition of an action or proceeding with respect to which the Corporation has received written request by an Indemnified Person for indemnification pursuant to this Article, if such indemnification has not been ordered by a court, the Board of Directors shall meet and find whether the Responsible Person met the standard of conduct set forth in Section 1 of this Article, and, if it finds that he did, or to the extent it so finds, shall authorize such indemnification.

(b) Such standard shall be found to have been met unless (i) a judgment or other final adjudication adverse to the Indemnified Person establishes that (A) acts of the Responsible Person were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (B) the Responsible Person personally gained in fact a financial profit or other advantage to which he was not legally entitled; or (ii) if the action or proceeding was disposed of other than by judgment or other final adjudication, the Board finds in good faith that, if it had been disposed of by judgment or other final adjudication, such judgment or other final adjudication would have been adverse to the Indemnified Person and would have established (A) or (B) above.

(c) If indemnification is denied, in whole or part, because of such a finding by the Board in the absence of a judgment or other final adjudication, or because the Board believes the expenses for which indemnification is requested to be unreasonable, such action by the Board shall in no way affect the right of the Indemnified Person to make application therefor in any court having jurisdiction thereof, and in such action or proceeding the issue shall be whether the Responsible Person met the standard of conduct set forth in Section 1, or whether the expenses were reasonable, as the case may be; not whether the finding of the Board with respect thereto was correct; and the determination of such issue shall not be affected by the Board’s finding. If the judgment or other final adjudication in such action or proceeding establishes that the Responsible Person met the standard set forth in Section 1, or that the disallowed expenses were reasonable, or to the extent that it does, the Board shall then find such standard to have been met if it has not done so, and shall grant such indemnification, and shall also grant to the Indemnified Person indemnification of the expenses incurred by him in connection with the action or proceeding resulting in the judgment or other final adjudication that such standard of conduct was met, or if pursuant to such court determination such person is entitled to less than the full amount of indemnification denied by the Corporation, the portion of such expenses proportionate to the amount of such indemnification so awarded.

(d) A finding by the Board pursuant to this Section that the standard of conduct set forth in Section 1 has been met shall mean a finding (i) by a quorum consisting of directors who are not parties to such action or proceeding or, (ii) if such a quorum is not obtainable or, if obtainable, such a quorum is unable to make such a finding and so directs, (A) by the Board upon the written opinion of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct has been met, or (B) by the shareholders upon a finding that such standard has been met, such action by the Board or shareholders to be taken as promptly as is practicable.

Section 4. Contractual Article. This Article shall be deemed to constitute a contract between the Corporation and each director and each officer of the Corporation who serves as such at any time while this Article is in effect. No repeal or amendment of this Article, insofar as it reduces the extent of the indemnification of any person who could be a Responsible Person, shall without his written consent be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date he is not serving in any capacity for which he could be a Responsible Person, or (b) the thirtieth (30th) day following delivery to him of written notice of such amendment as to any capacity in which he is serving on the date of such repeal or amendment, other than as a director or officer of the Corporation, for which he could be a Responsible Person, or (c) the later of the thirtieth (30th) day following delivery to him of such notice or the end of the term of office (for whatever reason) he is serving as director or officer of the Corporation when such repeal or amendment is adopted, with respect to being a Responsible Person in that capacity. No amendment of the Business Corporation Law shall, insofar as it reduces the permissible extent of the right of indemnification of a Responsible Person under this Article, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Article shall be binding on any successor to the Corporation, including any corporation or other entity which acquires all or substantially all of the Corporation’s assets.

Section 5. Insurance. The Corporation may, but need not, maintain insurance insuring the Corporation or persons entitled to indemnification under Section 1 of this Article for liabilities against which they are entitled to indemnification under this Article or insuring such persons for liabilities against which they are not entitled to indemnification under this Article.

Section 6. Non-exclusivity. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Article. The Corporation is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Article to the full extent permitted by law.

ARTICLE VI

GENERAL

Section 1. Seal. The seal of the Corporation shall be in the form of a circle and shall bear matters deemed appropriate by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end at the close of business on September 30^th of each calendar year.

ARTICLE VII

AMENDMENTS

Section 1. Power to Amend. Both the shareholders and the Board of Directors shall have the power to adopt, amend, or repeal by-laws. Any by-law adopted by the Board may be amended or repealed by the shareholders at any annual or special meeting of the shareholders.

Section 2. Amendment Affecting Election of Directors. If any by-law regulating an impending election of directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended, or repealed, together with a concise statement of the changes made.

EX-3.69

Exhibit 3.69

CERTIFICATE OF FORMATION

ENTERCOM NORFOLK, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

    Entercom Norfolk, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9th day of September, 1999.

/s/     Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM NORFOLK, LLC

1. The name of the limited liability company is Entercom Norfolk, 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 RADIO, LLC
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 Norfolk, 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
	Print or Type

EX-3.70

Exhibit 3.70

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM NORFOLK, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM NORFOLK, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certification of Formation dated as of September 9, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member herby amends and restates the Operating Agreement of the Company dated as of September 9, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may he formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Office, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.71

Exhibit 3.71

CERTIFICATE OF FORMATION

ENTERCOM NORFOLK LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Norfolk License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM NORFOLK LICENSE, LLC

1. The name of the limited liability company is Entercom Norfolk License, 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 RADIO, LLC

/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 Norfolk License, 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
	Print or Type

EX-3.72

Exhibit 3.72

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM NORFOLK LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM NORFOLK LICENSE, LLC (the “Company”), is entered into as of the 11^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certification of Formation dated as of 8/27/1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member herby amends and restates the Operating Agreement of the Company dated as of 8/27/1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may he formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Office, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.73

Exhibit 3.73

CERTIFICATE OF FORMATION

ENTERCOM PORTLAND, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Portland, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 25th day of April, 2000.

/s/    Judith T. Kaiser         

Judith T. Kaiser

Authorized Person

CERTIFICATE OF MERGER

ENTERCOM PORTLAND, LLC

an Oregon limited liability company

with and into

ENTERCOM PORTLAND, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM PORTLAND, LLC, a Delaware limited liability company (the “Delaware LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM PORTLAND, LLC, an Oregon limited liability company (the “Oregon LLC”), with and into the Delaware LLC. The Oregon LLC and the Delaware LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Portland, LLC	Oregon
Entercom Portland, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the Delaware LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Portland, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SIXTH: The Merger shall be effective immediately upon the filing of this Certificate of Merger, unless Articles of Merger have yet to be filed with the State of Oregon, in which case the Merger shall be effective upon the filing of said Articles of Merger.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the Delaware LLC this 25th day of April, 2000.

ENTERCOM PORTLAND, LLC A Delaware Limited Liability Company
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF AMENDMENT

OF

ENTERCOM PORTLAND, LLC

1. The name of the limited liability company is Entercom Portland, 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 RADIO, LLC
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 Portland, 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
	Print or Type

EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM PORTLAND, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM PORTLAND, LLC (the “Company”), is entered into as of the 20^th day of April, 2000, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be

appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the amount of One Hundred Dollars ($100.00), as set forth in the Subscription Agreement dated the date hereof between the Member and the Company, to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.75

Exhibit 3.75

CERTIFICATE OF FORMATION

ENTERCOM PORTLAND LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Portland License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 25th day of April, 2000.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF MERGER

ENTERCOM PORTLAND LICENSE, LLC

an Oregon limited liability company

with and into

ENTERCOM PORTLAND LICENSE, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM PORTLAND LICENSE, LLC, a Delaware limited liability company (the “Delaware LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM PORTLAND LICENSE, LLC, an Oregon limited liability company (the “Oregon LLC”), with and into the Delaware LLC. The Oregon LLC and the Delaware LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Portland License, LLC	Oregon
Entercom Portland License, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the Delaware LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Portland License, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SIXTH: The Merger shall be effective immediately upon the filing of this Certificate of Merger, unless Articles of Merger have yet to be filed with the State of Oregon, in which case the Merger shall be effective upon the filing of said Articles of Merger.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the Delaware LLC this 25th day of April, 2000.

ENTERCOM PORTLAND LICENSE, LLC A Delaware Limited Liability Company
By:	/s/     John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF AMENDMENT

OF

ENTERCOM PORTLAND LICENSE, LLC

1. The name of the limited liability company is Entercom Portland License, 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 RADIO, LLC
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 Portland License, 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
	Print or Type

EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM PORTLAND LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM PORTLAND LICENSE, LLC (the “Company”), is entered into as of the 20^th day of April, 2000, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be

appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the amount of One Hundred Dollars ($100.00), as set forth in the Subscription Agreement dated the date hereof between the Member and the Company, to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.77

Exhibit 3.77

CERTIFICATE OF FORMATION

ENTERCOM PROPERTIES, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Properties, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 19^th day of August, 2009.

/s/    Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Properties, 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
	Print or Type

EX-3.78

Exhibit 3.78

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ENTERCOM PROPERTIES, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM PROPERTIES, LLC (the “Company”), is entered into as of the September 30, 2009, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company except as required pursuant to the Capital Call and Assignment of Rights Agreement among the Company, the Member and American Towers, Inc. (“Purchaser”), dated as of September 30, 2009, as amended and in effect from time to time. The Member and the Company hereby agree that: (a) Purchaser is a third party beneficiary of the provisions of this Section 6 and; (b) this provision may not be amended, deleted, replaced or otherwise altered without the prior written consent of Purchaser.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.79

Exhibit 3.79

CERTIFICATE OF FORMATION

ENTERCOM PROVIDENCE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Providence, LLC

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 8^th day of March, 2004.

/s/    Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Providence, 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
	Print or Type

EX-3.80

Exhibit 3.80

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM PROVIDENCE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM PROVIDENCE, LLC (the “Company”), is entered into as of the 8^th day of March, 2004, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.81

Exhibit 3.81

CERTIFICATE OF FORMATION

ENTERCOM PROVIDENCE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Providence License, LLC

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.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 8^th day of March, 2004.

/s/    Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Providence License, 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
	Print or Type

EX-3.82

Exhibit 3.82

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM PROVIDENCE LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM PROVIDENCE LICENSE, LLC (the “Company”), is entered into as of the 8^th day of March, 2004, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.83

Exhibit 3.83

CERTIFICATE OF FORMATION

ENTERCOM ROCHESTER, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Rochester, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 10^th day of December, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM ROCHESTER, LLC

1. The name of the limited liability company is Entercom Rochester, 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 NEW YORK, INC.
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 Rochester, 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
Title:	Andrew P. Sutor, IV, Authorized Person
	Print or Type

EX-3.84

Exhibit 3.84

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM ROCHESTER, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM ROCHESTER, LLC (the “Company”), is entered into as of the 10^th day of December, 1999, by ENTERCOM NEW YORK, INC., a New York corporation, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company is as follows:

Name	Address
Entercom New York, Inc.	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be

appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) forth in Exhibit A to the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member

pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM NEW YORK, INC.
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.85

Exhibit 3.85

CERTIFICATE OF FORMATION

ENTERCOM ROCHESTER LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Rochester License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 10^th day of December, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM ROCHESTER LICENSE, LLC

1. The name of the limited liability company is Entercom Rochester License, 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 NEW YORK, INC.
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 Rochester License, 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
	Print or Type

EX-3.86

Exhibit 3.86

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM ROCHESTER LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM ROCHESTER LICENSE, LLC (the “Company”), is entered into as of the 10^th day of December, 1999, by ENTERCOM NEW YORK, INC., a New York corporation, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company is as follows:

Name	Address
Entercom New York, Inc.	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) forth in Exhibit A to the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM NEW YORK, INC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.87

Exhibit 3.87

CERTIFICATE OF FORMATION

ENTERCOM SACRAMENTO LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Sacramento License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 10^th day of December, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM SACRAMENTO LICENSE, LLC

1. The name of the limited liability company is Entercom Sacramento License, 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 RADIO, LLC
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 Sacramento License, 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
	Print or Type

EX-3.88

Exhibit 3.88

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SACRAMENTO LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SACRAMENTO LICENSE, LLC (the “Company”), is entered into as of the 30th day of December, 1999, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of Formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment maybe entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.89

Exhibit 3.89

CERTIFICATE OF FORMATION

ENTERCOM SAN FRANCISCO LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom San Francisco License, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 18^th day of January, 2007.

/s/    Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 San Francisco License, 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
	Print or Type

EX-3.90

Exhibit 3.90

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SAN FRANCISCO LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SAN FRANCISCO LICENSE, LLC (the “Company”), is entered into as of the 18^th day of January, 2007, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

(d) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company 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 Company, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and members and shall not be subject to voidability.

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment maybe entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.91

Exhibit 3.91

CERTIFICATE OF FORMATION

ENTERCOM SEATTLE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is: Entercom Seattle, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 14^th day of January, 1999.

/s/    John C. Donlevie

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM SEATTLE, LLC

1. The name of the limited liability company is Entercom Seattle, 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 RADIO, LLC
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 Seattle, 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
	Print or Type

EX-3.92

Exhibit 3.92

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SEATTLE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SEATTLE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of January 20, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of January 20, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.93

Exhibit 3.93

CERTIFICATE OF FORMATION

ENTERCOM SEATTLE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Seattle License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 23^rd day of June, 1999.

/s/    John C. Donlevie        

John C. Donlevie

Authorized Representative

CERTIFICATE OF AMENDMENT

OF

ENTERCOM SEATTLE LICENSE, LLC

1. The name of the limited liability company is Entercom Seattle License, 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 RADIO, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF MERGER

ENTERCOM SEATTLE NEWS LICENSE, LLC

A Delaware limited liability company

with and into

ENTERCOM SEATTLE LICENSE, LLC

A Delaware Limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM SEATTLE LICENSE, LLC (the “License LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM SEATTLE NEWS LICENSE, LLC, a Delaware limited liability company (the “News LLC”), with and into the License LLC. The News LLC and the License LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Seattle News License, LLC	Delaware
Entercom Seattle License, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the License LLC (the “Surviving Company”).

FOURTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Seattle License, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

FIFTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SIXTH: The Merger shall be effective on December 31, 2001 at 11:59 p.m.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the License LLC this 14th day of December, 2001.

ENTERCOM SEATTLE LICENSE, LLC:
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 Seattle License, 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
	Print or Type

EX-3.94

Exhibit 3.94

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SEATTLE LICENSE, LLC

This Restated Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SEATTLE LICENSE, LLC (the “Company”), is entered into as of the 16^th day of December, 1999, by ENTERCOM RADIO, LLC, Delaware limited liability company, as member (the “Member”).

The Company was formed as a limited liability company under an Operating Agreement and Certificate of Formation dated as of June 23, 1999, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Member hereby amends and restates the Operating Agreement of the Company dated as of June 23, 1999, in its entirety and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the Member of the Company is as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member has contributed the consideration set forth in a certain Subscription Agreement with the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Restated Limited Liability Company Agreement as of the date first set forth above.

MEMBER: ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.95

Exhibit 3.95

CERTIFICATE OF FORMATION

ENTERCOM SPRINGFIELD, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Springfield, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9^th day of February, 2006.

/s/     Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Springfield, 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
	Print or Type

EX-3.96

Exhibit 3.96

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SPRINGFIELD, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SPRINGFIELD, LLC (the “Company”), is entered into as of the 9^th day of February, 2006, by ENTERCOM BOSTON 1 TRUST, a Massachusetts trust, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Boston 1 Trust	116 Huntington Avenue 10th Floor Boston, MA 02116

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments, and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof, provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the-Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shalt not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13 except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM BOSTON 1 TRUST
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.97

Exhibit 3.97

CERTIFICATE OF FORMATION

ENTERCOM SPRINGFIELD LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Springfield License, LLC

2. The address of the registered office of the Company in the State of Delaware is 300 Delaware Avenue, Suite 800, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 9^th day of February, 2006.

/s/    Andrew P. Sutor, IV

Andrew P. Sutor, IV

Authorized Person

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 Springfield License, 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
	Print or Type

EX-3.98

Exhibit 3.98

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM SPRINGFIELD LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM SPRINGFIELD LICENSE, LLC (the “Company”), is entered into as of the 9^th day of February, 2006, by ENTERCOM BOSTON 1 TRUST, a Massachusetts trust, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Boston 1 Trust	116 Huntington Avenue 10th Floor Boston, MA 02116

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(l) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. All indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM BOSTON 1 TRUST
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.99

Exhibit 3.99

CERTIFICATE OF FORMATION

ENTERCOM WICHITA, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Wichita, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 29^th day of November, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM WICHITA, LLC

1. The name of the limited liability company is Entercom Wichita, 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 RADIO, LLC
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 Wichita, 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
	Print or Type

EX-3.100

Exhibit 3.100

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM WICHITA, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM WICHITA, LLC (the “Company”), is entered into as of the 29^th day of November, 1999, by ENTERCOM RADIO, LLC, a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company,

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or

participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall he entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or the right of the Company to procure a judgment in its favor, or in defense of any other 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.101

Exhibit 3.101

CERTIFICATE OF FORMATION

ENTERCOM WICHITA LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Wichita License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 29^th day of November, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

ENTERCOM WICHITA LICENSE, LLC

1. The name of the limited liability company is Entercom Wichita License, 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 RADIO, LLC
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 Wichita License, 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
	Print or Type

EX-3.102

Exhibit 3.102

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM WICHITA LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM WICHITA LICENSE, LLC (the “Company”), is entered into as of the 29^th day of November, 1999, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 409 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Judith T. Kaiser (“Kaiser”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the certificate of formation of the Company. Kaiser’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however, that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act.

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member, in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officers of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as an indemnified representative by the Company (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings initiated by Indemnified Representatives.

Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) 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 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) Qualifications of Arbitrators. ach 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13 or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory indemnification of the Member, Officers, etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent of the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-3.103

Exhibit 3.103

CERTIFICATE OF FORMATION

ENTERCOM SCRANTON WILKES-BARRE LICENSE, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Entercom Scranton Wilkes-Barre License, LLC.

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 27^th day of August, 1999.

/s/    Judith T. Kaiser

Judith T. Kaiser

Authorized Representative

CERTIFICATE OF MERGER

ENTERCOM SCRANTON WILKES-BARRE, LLC

a Delaware limited liability company

with and into

ENTERCOM SCRANTON WILKES-BARRE LICENSE, LLC

a Delaware limited liability company

Pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “Act”), the undersigned limited liability company, ENTERCOM SCRANTON WILKES-BARRE LICENSE, LLC (the “License LLC”), does hereby certify to the following information relating to the merger (the “Merger”) of ENTERCOM SCRANTON WILKES-BARRE, LLC, a Delaware limited liability company (the “Asset LLC”), with and into the License LLC. The Asset LLC and the License LLC are herein collectively referred to as the “Constituent Companies”:

FIRST: The name and state of formation of each of the Constituent Companies to the Merger are as follows:

Name	State of Formation
Entercom Scranton Wilkes-Barre, LLC	Delaware
Entercom Scranton Wilkes-Barre License, LLC	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 18-209 of the Act.

THIRD: The limited liability company surviving the Merger shall be the License LLC (the “Surviving Company”).

FOURTH: The Certificate of Formation of the Surviving Company is hereby amended as follows:

“1: The name of the limited liability company is:

Entercom Wilkes-Barre Scranton, LLC”

FIFTH: An executed copy of the Agreement and Plan of Merger between the Constituent Companies is on file at an office of the Surviving Company at the following address:

Entercom Wilkes-Barre Scranton, LLC

401 City Avenue, Suite 409

Bala Cynwyd, PA 19004

SIXTH: A copy of the Agreement and Plan of Merger between the Constituent Companies shall be furnished by the Surviving Company, on request and without cost, to any member of either of the Constituent Companies.

SEVENTH: The Merger shall be effective immediately upon the filing of this Certificate of Merger.

IN WITNESS WHEREOF, the undersigned officer has executed and acknowledged this Certificate of Merger on behalf of the License LLC this 10th day of December, 1999.

ENTERCOM SCRANTON WILKES-BARRE LICENSE, LLC
By:	/s/    John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

CERTIFICATE OF AMENDMENT

OF

ENTERCOM WILKES-BARRE SCRANTON, LLC

1. The name of the limited liability company is Entercom Wilkes-Barre Scranton, 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 RADIO, LLC
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 Wilkes-Barre Scranton, 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
	Print or Type

EX-3.104

Exhibit 3.104

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERCOM WILKES-BARRE SCRANTON, LLC

This Limited Liability Company Agreement (this “Agreement”) of ENTERCOM WILKES-BARRE SCRANTON, LLC (the “Company”), is entered into as of the 10^th day of December, 1999, by ENTERCOM RADIO, LLC., a Delaware limited liability company, as member (the “Member”).

The Member hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, operating, managing and disposing of broadcast radio stations and related assets), and engaging in any and all activities necessary or incidental to the foregoing.

2. Member. The name and the business, residence or mailing address of the sole member of the Company are as follows:

Name	Address
Entercom Radio, LLC	401 City Avenue, Suite 809 Bala Cynwyd, PA 19004

3. Management.

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member may act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member.

(b) The officers of the Company may include a Chairman, a President, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other officers deemed necessary or appropriate by the Member. Any two or more offices may be held by the same person. Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.

(c) Andrew P. Sutor, IV (“Sutor”) is hereby appointed as an “authorized person” of the Company within the meaning of the Act (an “Authorized Person”) for the sole purpose of executing, delivering and filing the Certificate of Formation of the Company. Sutor’s powers as Authorized Person shall be terminated immediately after the filing of the Certificate of Formation.

(d) Upon the appointment of an officer of the Company by the Member, he or she shall thereafter constitute an Authorized Person until the earlier of (i) his or her removal by the Member or (ii) the appointment of his or her successor by the Member. Each Authorized Person has the authority to execute, deliver and file any amendments and/or restatements of the Certificate of Formation, and any other certificates or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business and to take any and all actions on behalf of the Company within its business purposes specified in Section 1 hereof; provided, however that the Member may expand or may limit or otherwise restrict the authority of the officers as it deems appropriate. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a U.S. or foreign partnership, a member of a U.S. or foreign limited liability company and a stockholder of a U.S. or foreign corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

4. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, or (c) the entry of an order of judicial dissolution under Section 18-802 of the Act

5. Capital Contributions. The Member shall contribute the assets (subject to the liabilities) set forth in the Subscription Agreement dated the date hereof between the Member and the Company to the Company as its capital contribution to and in consideration for its interest in the Company.

6. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

7. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

8. Distribution. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

9. Assignments. The Member may assign its limited liability company interest in whole or in part.

10. Resignation. The Member may resign from the Company as long as one or more additional members have been previously admitted to the Company.

11. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of and on such terms and conditions as may be determined by the Member.

12. Liability of Members. The Member; in its capacity as a member of the Company, shall not have any liability for the obligations or liabilities of the Company.

13. Indemnification.

(a) Scope of Indemnification.

(i) General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party 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:

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

(b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise;

(i) to constitute willful misconduct or recklessness 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 Company of a personal benefit to which the indemnified representative is not legally entitled; or

(c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

(ii) 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 Company shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(iii) 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.

(iv) Definitions. For purposes of this Section 13:

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

(b) “indemnified representative” means any and all members and officer of the Company, any member, manager, officer, employee or agent of a member of the Company acting on behalf of a member of the Company in its capacity as a member of the Company, and any other person designated as a indemnified representative by the Company which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, director, employee, agent, fiduciary or trustee of another Company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(c) “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

(d) “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 Company, a class of its security holders or otherwise.

(b) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section 13, the Company shall not indemnify under this Section 13 an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims 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 Member. This Section 13(b) does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration Under Section 13(f) or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section 13.

(c) Advancing Expenses. The Company 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 13(a) or the initiation of or participation in a proceeding, which has been authorized by the Member pursuant to Section 13(b) 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 13(1) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

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

(e) Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.

(f) Arbitration.

(i) General Rule. Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Section 13, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, that the Company 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 Company 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 Company, 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 Company and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Company 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 Company’s executive office is located.

(ii) 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.

(iii) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Section 13 shall have the burden of proof.

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

(v) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment maybe entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company 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 13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be specifically enforceable.

(g) Contribution. If the indemnification provided for in this Section 13, or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company 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 Section 13 or otherwise.

(h) Mandatory Indemnification of the Member, Officers, Etc. To the extent that an authorized representative of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against such person by reason of the fact that such person is or was serving on behalf of the Company, or brought by such person by or in the right of the Company to procure a judgment in its favor, 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.

(i) Contract Rights; Amendment or Repeal. All rights under this Section 13 shall be deemed a contract between the Company and the indemnified representative pursuant to which the Company 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.

(j) Scope of Section 13. The rights granted by this Section 13 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 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 Section 13 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.

(k) Reliance on Provisions. Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

(l) Changes in Delaware Law. References in this Section 13 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Section 13 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change

which expands the liability of indemnified representatives or limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 13 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Company without the requirement of any further action by the Member or the officers to limit further the liability of indemnified representatives or to provide broader indemnification rights or rights to the advancement of expenses than the Company 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.

14. General Provisions.

(a) The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto.

(b) Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.

(c) No provision of this Agreement is intended to be for the benefit of any unrelated creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or the Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

(d) Section titles herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. In this Agreement, the singular shall include the plural and the neuter gender shall include the masculine and feminine genders, and vice versa, unless the context otherwise requires.

(e) This Agreement may be modified or amended only with the Unanimous Consent or the Member(s).

(f) This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Delaware, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
Entercom Radio, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

EX-4.2

Exhibit 4.2

ENTERCOM RADIO, LLC

10 ¹/2% Senior Notes due 2019, Series B

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ENTERCOM RADIO, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

ENTERCOM RADIO, LLC

10 ¹/2% SENIOR NOTES DUE 2019, SERIES B

No. B-	CUSIP: 29363T AB2
	ISIN: US29363TAB26

Entercom Radio, LLC promises to pay to Cede & Co. or registered assigns, the principal sum of [             ($         )] [             ($         )](or such other amount as may be stated in the Schedule of Exchanges of Senior Notes) on December 1, 2019.

Interest Payment Dates: June 1 and December 1, beginning June 1, 2012

Record Dates: May 15 and November 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

ENTERCOM RADIO, LLC

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the 10 ¹/2% Senior Notes

referred to in the within-mentioned

Indenture:

Dated:             , 2011

WILMINGTON TRUST, NATIONAL

ASSOCIATION, not in its individual

capacity, but solely as Trustee

By:
	Authorized Signatory

ENTERCOM RADIO, LLC

10 ¹/2% Senior Notes due 2019, Series B

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) Interest.

(a) Entercom Radio, LLC, a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note (the “Notes”) at the rate of 10 ¹/2% per annum. The Issuer will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on June 1 and December 1, commencing on June 1, 2012, 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 shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including November 23, 2011. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 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. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2) Method of Payment. The Issuer will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of Notes at the close of business on the May 15 and November 15 preceding the relevant Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Issuer maintained for such purpose within or without the City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to the Issuer and 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.

Any payments of principal of and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note

issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent and Registrar. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Restricted Subsidiaries may act in any such capacity.

(4) Indenture. The Issuer issued the Notes under an Indenture, dated as of November 23, 2011 (the “Indenture”), among the Issuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. The Notes issued on the Issue Date are senior Obligations of the Issuer limited to $220,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Notes is unconditionally guaranteed on a senior basis by the Note Guarantors (except as otherwise provided in Article 12 of the Indenture).

(5) Redemption and Repurchase The Notes are subject to optional redemption, and may be the subject of an Offer to purchase, as further described in the Indenture. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes, except the Issuer may be required to purchase the Notes as described under Section 4.10 and Section 4.14 of the Indenture.

(6) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the Notes may be registered and the 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 Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer 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, it 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.

(7) Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.

(8) Amendment, Supplement and Waiver. The Indenture (including the Note Guarantees) or the Notes may be amended or supplemented as provided in the Indenture

(9) Defaults and Remedies. Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Note Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture:

(10) Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Issuer, the Note Guarantors or their respective Affiliates, and may otherwise deal with the Issuer, the Note Guarantors or their respective Affiliates, as if it were not the Trustee.

(11) Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(12) 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).

(13) Governing Law. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE.

(14) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the 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.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Entercom Radio,

LLC 401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Facsimile: 610-660-5641

Attention: John C. Donlevie

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(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 Entercom Radio, LLC. 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:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by Entercom Radio, LLC pursuant to Section 4.10 (Asset Sale) or Section 4.14 (Change of Control) of the Indenture, check the box below:

[        ] Section 4.10                                          [        ] Section 4.14

If you want to elect to have only part of the Note purchased by Entercom Radio, LLC pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $

Date:	Your Signature:
		(Sign exactly as your name appears on the Note)

Tax Identification No.:
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE OF EXCHANGES OF 10 ¹/2% SENIOR NOTES

The following exchanges of a part of this Global Note for other 10 ¹/2% Senior Notes have been made:

Date of Exchange Amount of
Decrease in
Principal
Amount of this
Global Note Amount of
Increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
Following Such
Decrease (or
Increase) Signature of
Authorized
Officer of
Trustee or
10 ¹/2% Senior
Note Custodian

EX-5.1

Exhibit 5.1

	233 S. Wacker Drive, Suite 5800 Chicago, Illinois 60606 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com
	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
	Beijing	New Jersey
	Boston	New York
	Brussels	Orange County
	Chicago	Paris
December 19, 2011	Doha	Riyadh
	Dubai	Rome
	Frankfurt	San Diego
	Hamburg	San Francisco
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
Entercom Radio, LLC 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Re: Registration Statement on Form S-4;

Exchange Offer for $220,000,000

Aggregate Principal Amount of 10¹/₂% Senior Notes due 2019, Series B

Ladies and Gentlemen:

We have acted as special counsel to Entercom Radio, LLC, a Delaware limited liability company (the “Company”), in connection with the issuance of up to $220,000,000 aggregate principal amount of 10¹/₂% Senior Notes due 2019, Series B (the “Exchange Notes”), and the guarantees of the Exchange Notes (the “Guarantees”) by Entercom Communications Corp., a Pennsylvania corporation (the “Parent”), the subsidiaries of the Company set forth on Exhibit A-1 hereto (the “Delaware Corporate Guarantors”), the subsidiaries of the Company set forth on Exhibit A-2 hereto (the “Delaware LLC Guarantors” and, together with the Delaware Corporate Guarantors, the “Delaware Guarantors”), the subsidiary of the Company set forth on Exhibit A-3 hereto (the “New York Guarantor”) and the subsidiary of the Company set forth on Exhibit A-4 hereto (the “Massachusetts Guarantor, and together with the Parent, the Delaware Guarantors and the New York Guarantor, the “Guarantors”) under an indenture, dated November 23, 2011, including the Guarantees (collectively, the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). The Exchange Notes and Guarantees will be issued in exchange for the Issuer’s outstanding 10¹/₂% Senior Notes due 2019, Series A (the “Outstanding Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.

December 19, 2011

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuer, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and, with respect to paragraphs 1 and 2 of this letter, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters relating to the Parent under the law of Pennsylvania are addressed in the opinion of Drinker, Biddle & Reath LLP and various matters relating to the Massachusetts Guarantor under the law of Massachusetts are addressed in the opinion of Sullivan & Worcester LLP, each of which has been separately provided to you. We express no opinion with respect to those matters herein.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. The Exchange Notes have been duly authorized by all necessary limited liability company action of the Issuer and, when executed, issued, authenticated and delivered by or on behalf of the Issuer in accordance with the terms of the Indenture against the due tender and delivery to the Trustee of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, will be the legally valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2. The Guarantees of each of the Delaware Guarantors and the New York Guarantor have been duly authorized by all necessary corporate or limited liability company action, as applicable, of each of the Delaware Guarantors and the New York Guarantor.

3. When executed in accordance with the terms of the Indenture and upon due execution, issuance, authentication and delivery of the Exchange Notes by or on behalf of the Issuer in accordance with the terms of the Indenture against the due tender and delivery to the Trustee of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, the Guarantees will be the legally valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought, (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, and (iv) we

December 19, 2011

Page 3

express no opinion with respect to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 4.06, Section 9.01(c) or Section 13.08 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights and (l) the severability, if invalid, of provisions to the foregoing effect.

With your consent, for purposes of the opinion rendered in paragraph 3, we have assumed that the Parent and the Massachusetts Guarantor are validly existing and in good standing under the laws of their states of organization, and have the power and authority to execute, deliver and perform their obligations under their Guarantees.

With your consent, we have assumed (a) that the Indenture (including the Guarantees) and the Exchange Notes (together with the Indenture, the “Operative Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Issuer, the Delaware Guarantors and the New York Guarantor, (b) that the Operative Documents constitute legally valid and binding obligations of the parties thereto other than the Issuer and each of the Guarantors, enforceable against each of them in accordance with their respective terms and (c) that the status of the Operative Documents as legally valid and binding obligations of the parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

EXHIBIT A-1

Delaware Corporate Guarantors

Entercom Capital, Inc.

Entercom Incorporated

EXHIBIT A-2

Delaware LLC Guarantors

Entercom Austin, LLC Entercom Austin License, LLC Entercom Boston, LLC Entercom Boston License, L.L.C. Entercom Springfield, LLC Entercom Springfield License, LLC Entercom California, 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 Indianapolis, LLC Entercom Indianapolis License, LLC Entercom Kansas City, LLC Entercom Kansas City 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 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 Providence, LLC Entercom Providence License, LLC Entercom Sacramento License, LLC Entercom San Francisco License, LLC Entercom Seattle, LLC Entercom Seattle License, LLC Entercom Wichita, LLC Entercom Wichita License, LLC Entercom Wilkes-Barre Scranton, LLC Entercom Properties, LLC Delaware Equipment Holdings, LLC

EXHIBIT A-3

New York Guarantor

Entercom New York, Inc.

EXHIBIT A-4

Massachusetts Guarantor

Entercom Boston 1 Trust

EX-5.2

Exhibit 5.2

[Letterhead of Drinker Biddle & Reath LLP]

December 19, 2011

Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Re: Entercom Radio, LLC—Registration Statement on Form S-4; Exchange Offer for $220,000,000 Aggregate Principal Amount of 10 ¹/2% Senior Notes due 2019

Ladies and Gentlemen:

We have acted as special counsel to Entercom Communications Corp., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”) and the parent corporation of Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”). Our representation of the Company is in connection with the issuance by the Issuer of up to $220,000,000 aggregate principal amount of 10¹/₂% Senior Notes due 2019, Series B (the “Exchange Notes”) and the guarantee of the Exchange Notes by the Company (the “Guarantee”), and certain other guarantees (together with the Guarantee, the “Guarantees”) by each of the subsidiaries of the Issuer (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”), under an indenture, dated November 23, 2011, including the Guarantees (collectively, the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Exchange Notes will be issued in exchange for the Issuer’s outstanding 10¹/₂% Senior Notes due 2019, Series A (the “Outstanding Notes”) on the terms described in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes.

As such counsel, we examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Issuer, the other Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the Commonwealth of Pennsylvania and we express no opinion with respect to the applicability, or effect, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters under the laws of other jurisdictions are addressed in opinions of other legal counsel (including but not limited to Latham & Watkins LLP), each of which has been separately provided to you. We express no opinion with respect to those matters herein.

Entercom Communications Corp.

December 19, 2011

Page 2

With your consent, we have assumed (a) that the Indenture (including the Guarantee) has been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Exchange Notes have been duly authorized, executed and delivered by the parties thereto, (c) that the Indenture and the Exchange Notes constitute legally valid and binding obligations of the parties thereto including the Company, enforceable against each of them in accordance with their respective terms, and (d) that the status of the Indenture and the Exchange Notes as legally valid and binding obligations of the parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Guarantee of the Company has been duly authorized by all necessary corporate action of the Company.

Our opinion is subject to the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.

Entercom Communications Corp.

December 19, 2011

Page 3

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Drinker Biddle & Reath LLP

DRINKER BIDDLE & REATH LLP

EX-5.3

Exhibit 5.3

[Letterhead of Sullivan & Worcester LLP]

December 19, 2011

Entercom Radio, LLC

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Re: Registration Statement on Form S-4; Exchange Offer for $220,000,000 Aggregate Principal Amount of 10 ^1/2% Senior Notes due 2019; Guarantee by Entercom Boston 1 Trust

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Entercom Boston 1 Trust, a Massachusetts business trust (“Boston Trust”) in connection with the guarantee (the “Guarantee”) by Boston Trust of up to $220,000,000 aggregate principal amount of 10  ^1/2% Senior Notes due 2019, Series B (the “Exchange Notes”) to be issued by Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”) under an Indenture, dated as of November 23, 2011 (the “Indenture”), among the Issuer, each of the companies set forth on Exhibit A to this opinion letter (the “Guarantors,” which include Boston Trust) and Wilmington Trust, National Association, as trustee, and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”). The Exchange Notes, the Guarantee and the guarantees of each of the other Guarantors will be issued in exchange for the Issuer’s outstanding 10 ^1/2% Senior Notes due 2019, Series A (the “Outstanding Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the Guarantee.

In rendering the opinions expressed below, we have reviewed the following documents:

(i) executed copies of the Indenture;

(ii) Boston Trust’s Declaration of Trust, certified by the Secretary of The Commonwealth of Massachusetts (the “Declaration of Trust”) on December 16, 2011;

(iii) a certificate of the Secretary of Boston Trust, dated the date hereof (the “Secretary’s Certificate”), attesting to true, correct and complete copies of the by-laws of Boston Trust and the written consent of the sole trustee of Boston Trust; and

December 19, 2011

Page 2

(iv) a certificate of the Secretary of The Commonwealth of Massachusetts, dated December 16, 2011, attesting to the legal existence and good standing of Boston Trust in The Commonwealth of Massachusetts.

The documents referred to in subparagraphs (i) through (iv) above are referred to collectively as the “Documents.”

In our examination of the Documents described above, we have assumed the genuineness of all signatures, the legal capacity and competence of all individuals, the execution of all Documents on behalf of all entities and persons other than Boston Trust having been duly authorized and such Documents having been validly executed and delivered on behalf of such entities and persons other than Boston Trust, the completeness and accuracy of all trust records provided to us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies of documents submitted to us as copies, and the authenticity of the originals of such latter documents. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have not reviewed the minute books of Boston Trust.

In rendering this opinion, we have relied, as to all questions of fact material to this opinion, upon certificates of public officials and officers of Boston Trust, upon the representations made to us by one or more officers or employees of Boston Trust, and upon the representations and warranties of Boston Trust in the Documents. We have not conducted any independent investigation of, or attempted to verify independently, such factual matters.

The opinions set forth herein are limited to the state laws of The Commonwealth of Massachusetts. We express no opinion herein as to any other laws, statutes, regulations, or ordinances. We express no opinion herein with respect to compliance by any party, including Boston Trust, with state securities or “blue sky” laws or with any state or federal anti-fraud laws.

Based upon and subject to the foregoing and to the comments and qualifications following these opinions, it is our opinion that the execution and delivery of the Indenture by Boston Trust, and the performance by Boston Trust of its obligations under the Guarantee, have been duly authorized by all necessary trust action of Boston Trust.

The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by purchasers and holders of the Exchange Notes currently entitled to rely on it pursuant to applicable provisions of federal securities law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and the reference to this firm under the caption “Legal Matters” in the related prospectus. In giving this consent, we do not admit that we are within the category of persons

December 19, 2011

Page 3

whose consent is required by Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/    Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP

EXHIBIT A

Delaware Corporate Guarantors

Entercom Capital, Inc.

Entercom Incorporated

Delaware LLC Guarantors

Entercom Austin, LLC Entercom Austin License, LLC Entercom Boston, LLC Entercom Boston License, L.L.C. Entercom Springfield, LLC Entercom Springfield License, LLC Entercom California, 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 Indianapolis, LLC Entercom Indianapolis License, LLC Entercom Kansas City, LLC Entercom Kansas City 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 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 Providence, LLC Entercom Providence License, LLC Entercom Sacramento License, LLC Entercom San Francisco License, LLC Entercom Seattle, LLC Entercom Seattle License, LLC Entercom Wichita, LLC Entercom Wichita License, LLC Entercom Wilkes-Barre Scranton, LLC Entercom Properties, LLC Delaware Equipment Holdings, LLC

New York Guarantor

Entercom New York, Inc.

Massachusetts Guarantor

Entercom Boston 1 Trust

EX-12.1

Exhibit 12.1

Entercom Communications Corp.

Computation of Ratio of Earnings to Fixed Charges

(unaudited)

	Nine Months Ended September 30,		Years Ended
	2011		2010		2009			2008			2007			2006
	(amounts in thousands, except for ratios)
Earnings
Income (loss) from continuing operations before income taxes (benefit)	$	37,092	$	67,031	$	(131	)	$	(745,172	)	$	(7,699	)	$	83,443
Fixed charges		19,366		34,534		35,371			49,181			55,178			47,468
Earnings (losses) available for fixed charges	$	56,458	$	101,565	$	35,240		$	(695,991	)	$	47,479		$	130,911
Fixed charges
Interest expense		13,679		26,598		29,711			43,393			49,502			42,833
Amortization of deferred financing costs		2,825		3,912		1,518			1,647			1,681			1,340
Estimated interest expense portion included in rent expense		2,862		4,024		4,142			4,141			3,995			3,295
Total fixed charges	$	19,366	$	34,534	$	35,371		$	49,181		$	55,178		$	47,468
Ratio of earnings to fixed charges		2.92x		2.94x		1.00x			—			0.86x			2.76x
Deficiency of earnings to fixed charges		—		—		—		$	(745,172	)		—			—

EX-21.1

Exhibit 21.1

INFORMATION REGARDING SUBSIDIARIES OF THE REGISTRANT

Name	Jurisdiction of Organization	Name Under Which Subsidiary Does Business
Delaware Equipment Holdings, LLC	Delaware	Delaware Equipment Holdings, LLC
Entercom Austin, LLC	Delaware	Entercom Austin, LLC
Entercom Austin License, LLC	Delaware	Entercom Austin License, LLC
Entercom Boston 1 Trust	Massachusetts	Entercom Boston, LLC
		Entercom Boston License, L.L.C.
		Entercom Springfield, LLC
		Entercom Springfield License, LLC
Entercom Boston, LLC	Delaware	Entercom Boston, LLC
Entercom Boston License, L.L.C.	Delaware	Entercom Boston License, L.L.C.
Entercom Buffalo, LLC	Delaware	Entercom Buffalo, LLC
Entercom Buffalo License, LLC	Delaware	Entercom Buffalo License, LLC
Entercom California, LLC	Delaware	Entercom California, LLC
Entercom Capital, Inc.	Delaware	Entercom Capital, Inc.
Entercom Denver, LLC	Delaware	Entercom Denver, LLC
Entercom Denver License, LLC	Delaware	Entercom Denver License, LLC
Entercom Gainesville, LLC	Delaware	Entercom Gainesville, LLC
Entercom Gainesville License, LLC	Delaware	Entercom Gainesville License, LLC
Entercom Greensboro, LLC	Delaware	Entercom Greensboro, LLC
Entercom Greensboro License, LLC	Delaware	Entercom Greensboro License, LLC
Entercom Greenville, LLC	Delaware	Entercom Greenville, LLC
Entercom Greenville License, LLC	Delaware	Entercom Greenville License, LLC
Entercom Incorporated	Delaware	Entercom Incorporated
Entercom Indianapolis, LLC	Delaware	Entercom Indianapolis, LLC
Entercom Indianapolis License, LLC	Delaware	Entercom Indianapolis License, LLC
Entercom Kansas City, LLC	Delaware	Entercom Kansas City, LLC
Entercom Kansas City License, LLC	Delaware	Entercom Kansas City License, LLC
Entercom Madison, LLC	Delaware	Entercom Madison, LLC
Entercom Madison License, LLC	Delaware	Entercom Madison License, LLC
Entercom Memphis, LLC	Delaware	Entercom Memphis, LLC
Entercom Memphis License, LLC	Delaware	Entercom Memphis License, LLC
Entercom Milwaukee, LLC	Delaware	Entercom Milwaukee, LLC
Entercom Milwaukee License, LLC	Delaware	Entercom Milwaukee License, LLC
Entercom New Orleans, LLC	Delaware	Entercom New Orleans, LLC
Entercom New Orleans License, LLC	Delaware	Entercom New Orleans License, LLC

Entercom New York, Inc.	New York	Entercom Buffalo, LLC
		Entercom Buffalo License, LLC
		Entercom Rochester, LLC
		Entercom Rochester License, LLC
Entercom Norfolk, LLC	Delaware	Entercom Norfolk, LLC
Entercom Norfolk License, LLC	Delaware	Entercom Norfolk License, LLC
Entercom Portland, LLC	Delaware	Entercom Portland, LLC
Entercom Portland License, LLC	Delaware	Entercom Portland License, LLC
Entercom Properties, LLC	Delaware	Entercom Properties, LLC
Entercom Providence, LLC	Delaware	Entercom Providence, LLC
Entercom Providence License, LLC	Delaware	Entercom Providence License, LLC
Entercom Radio, LLC	Delaware	Entercom Radio, LLC
Entercom Rochester, LLC	Delaware	Entercom Rochester, LLC
Entercom Rochester License, LLC	Delaware	Entercom Rochester License, LLC
Entercom Sacramento License, LLC	Delaware	Entercom Sacramento License, LLC
Entercom San Francisco License, LLC	Delaware	Entercom San Francisco License, LLC
Entercom Seattle, LLC	Delaware	Entercom Seattle, LLC
Entercom Seattle License, LLC	Delaware	Entercom Seattle License, LLC
Entercom Springfield, LLC	Delaware	Entercom Springfield, LLC
Entercom Springfield License, LLC	Delaware	Entercom Springfield License, LLC
Entercom Wichita, LLC	Delaware	Entercom Wichita, LLC
Entercom Wichita License, LLC	Delaware	Entercom Wichita License, LLC
Entercom Wilkes-Barre Scranton, LLC	Delaware	Entercom Wilkes-Barre Scranton, LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 9, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Entercom Communications Corp’s Annual Report on Form 10-K for the year ended December 31, 2010. We also consent to the reference to us under the heading Experts in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 19, 2011

EX-25.1

Exhibit 25.1

File No.            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

ENTERCOM COMMUNICATIONS CORP.¹

(Exact name of obligor as specified in its charter)

Pennsylvania	23-1701044
(State of incorporation)	(I.R.S. employer identification no.)

401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania	19004
(Address of principal executive offices)	(Zip Code)

10  ¹/2% Senior Notes due 2019

Guarantees of 10  ¹/2% Senior Notes due 2019

(Title of the indenture securities)

1 SEE TABLE OF ADDITIONAL OBLIGORS

Exact name of Co-obligors*	Jurisdiction of formation	Primary standard industrial classification code number	I.R.S. employer identification no.
Entercom Boston License, L.L.C.	Delaware	4823	23-2975661
Entercom Boston, LLC	Delaware	4823	23-2975771
Entercom Springfield License, LLC	Delaware	4823	20-4276119
Entercom Springfield, LLC	Delaware	4823	20-4276038
Entercom Buffalo License, LLC	Delaware	4823	16-1573524
Entercom Buffalo, LLC	Delaware	4823	16-1574853
Entercom Rochester License, LLC	Delaware	4823	16-1578604
Entercom Rochester, LLC	Delaware	4823	16-1578603
Entercom Radio, LLC	Delaware	4823	23-3017800
Delaware Equipment Holdings, LLC	Delaware	4823	23-3027897
Entercom Austin License, LLC	Delaware	4823	20-5421646
Entercom Austin, LLC	Delaware	4823	20-5421536
Entercom Boston 1 Trust	Massachusetts	4823	52-2121927
Entercom California, LLC	Delaware	4823	23-2988461
Entercom Capital, Inc.	Delaware	4823	01-0589645
Entercom Denver License, LLC	Delaware	4823	80-0017728
Entercom Denver, LLC	Delaware	4823	80-0617731
Entercom Gainesville License, LLC	Delaware	4823	23-3008199
Entercom Gainesville, LLC	Delaware	4823	23-2988465
Entercom Greensboro License, LLC	Delaware	4823	23-3014529
Entercom Greensboro, LLC	Delaware	4823	23-3017788
Entercom Greenville License, LLC	Delaware	4823	23-3014530
Entercom Greenville, LLC	Delaware	4823	23-3017789
Entercom Incorporated	Delaware	4823	51-0394052
Entercom Indianapolis License, LLC	Delaware	4823	20-1041632
Entercom Indianapolis, LLC	Delaware	4823	20-1041594
Entercom Kansas City License, LLC	Delaware	4823	23-3027894
Entercom Kansas City, LLC	Delaware	4823	23-2988463
Entercom Madison License, LLC	Delaware	4823	23-3051018
Entercom Madison, LLC	Delaware	4823	23-3051015
Entercom Memphis License, LLC	Delaware	4823	23-3014531
Entercom Memphis, LLC	Delaware	4823	23-3017792
Entercom Milwaukee License, LLC	Delaware	4823	23-3014532
Entercom Milwaukee, LLC	Delaware	4823	23-3017793
Entercom New Orleans License, LLC	Delaware	4823	23-3014533
Entercom New Orleans, LLC	Delaware	4823	23-3017794
Entercom New York, Inc.	New York	4823	16-1545221
Entercom Norfolk License, LLC	Delaware	4823	23-3014534
Entercom Norfolk, LLC	Delaware	4823	23-3017796
Entercom Portland License, LLC	Delaware	4823	23-2969295
Entercom Portland, LLC	Delaware	4823	23-2955467
Entercom Properties, LLC	Delaware	4823	27-0761268
Entercom Providence License, LLC	Delaware	4823	20-0841789

Exact name of Co-obligors*	Jurisdiction of formation	Primary standard industrial classification code number	I.R.S. employer identification no.
Entercom Providence, LLC	Delaware	4823	20-0841746
Entercom Sacramento License, LLC	Delaware	4823	23-3027892
Entercom San Francisco License, LLC	Delaware	4823	20-8251669
Entercom Seattle License, LLC	Delaware	4823	20-3007870
Entercom Seattle, LLC	Delaware	4823	23-2988459
Entercom Wichita License, LLC	Delaware	4823	23-3027896
Entercom Wichita, LLC	Delaware	4823	23-3027895
Entercom Wilkes-Barre Scranton, LLC	Delaware	4823	23-3014535

* The address and phone number for each of the additional registrants other than Entercom Incorporated is: c/o Entercom Communications Corp., 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004, Telephone: (610) 660-5610. The address and phone number for Entercom Incorporated is: 1011 Centre Road, Suite 310, Wilmington, Delaware 19805, Tel: 302-225-0600. The name, address and telephone number of the agent for service for each of the additional registrants, other than Entercom Incorporated, is: c/o Entercom Communications Corp., Attn: John C. Donlevie, 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004, Telephone: (610) 660-5610. The name, address and telephone number of the agent for service for Entercom Incorporated, is: Belfint, Lyons & Shuman, P.A., Attn: Kamini Patel, 1011 Centre Road, Suite 310, Wilmington, Delaware 19805, Tel: 302-225-0600.

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 19^th day of December, 2011.

WILMINGTON TRUST,
NATIONAL ASSOCIATION
By:	/s/ Jane Y. Schweiger
Name:	Jane Y. Schweiger
Title:	Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

(1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

(2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by

resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee.

(2) The principal occupation of each proposed nominee.

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

(4) The name and residence address of the notifying shareholder.

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be three million (3,000,000) shares of common stock of the par value of one dollar ($1.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares.

Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the association.

(2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

(3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the association’s management or committees of the board.

(7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8) Manage and administer the business and affairs of the association.

(9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

(10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special

meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an

undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such

institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of

directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for

that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine. However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(4) Amend articles of association;

(5) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. annually or more often. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of

directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                     , certify that: (1) I am the duly constituted (secretary or treasurer) of                              and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this      day of             .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST,
	NATIONAL ASSOCIATION
Dated: December 19, 2011	By:	/s/ Jane Y. Schweiger
	Name:	Jane Y. Schweiger
	Title:	Vice President

EXHIBIT 7

R E P O R T  O F  C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on September 30, 2011:

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	665,545
Securities:	31,775
Federal funds sold and securities purchased under agreement to resell:	0
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	658,740
Premises and fixed assets:	15,862
Other real estate owned:	315
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	13,104
Other assets:	74,885
Total Assets:	1,460,226
LIABILITIES	Thousands of Dollars
Deposits	798,335
Federal funds purchased and securities sold under agreements to repurchase	149,500
Other borrowed money:	0
Other Liabilities:	124,431
Total Liabilities	1,072,266
EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	379,881
Retained Earnings	22,316
Accumulated other comprehensive income	(15,237	)
Total Equity Capital	387,960
Total Liabilities and Equity Capital	1,460,226

EX-99.1

Exhibit 99.1

Form of

Letter of Transmittal

to Tender for Exchange

10  ¹/2% Senior Notes due 2019

CUSIP 29363T AB2 / ISIN US29363TAB26

of

Entercom Radio, LLC

Pursuant to the Prospectus Dated             , 2011

The exchange offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern Standard Time, on         , 2012, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wilmington Trust, National Association

By registered mail or certified mail: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	By regular mail or overnight courier: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	By hand: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed
Facsimile (eligible institutions only): (302) 636-4139, Attention: Sam Hamed Telephone inquiries: (302) 636-6181

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of this letter of transmittal. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

The undersigned hereby acknowledges receipt of the prospectus, dated             , 2011 of Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”), which, together with this letter of transmittal, constitute the Issuer’s offer to exchange up to $220,000,000 aggregate principal amount of its new 10 ¹/2 % Senior Notes due 2019, Series B (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 10 ¹/2 % Senior Notes due 2019, Series A (the “outstanding notes”). Exchange notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

If you desire to exchange your outstanding notes for an equal aggregate principal amount at maturity of exchange notes, you must validly tender (and not validly withdraw) your existing notes to the exchange agent prior to the expiration date.

You must sign this letter of transmittal where indicated below. Please read the instructions set forth below carefully before completing this letter of transmittal.

You must complete this letter of transmittal if:

• you are forwarding certificates representing the Issuer’s outstanding notes with this letter; or

• unless an agent’s message is used, you are tendering such notes by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “Exchange offer—Procedures for tendering.”

You must complete, execute and deliver this letter of transmittal to indicate the action you desire to take with respect to the exchange offer.

If you are tendering your outstanding notes by book-entry transfer to the exchange agent’s account at DTC, you may execute the tender though the DTC Automated Tender Offer Program (“ATOP”), for which the exchange offer is eligible. DTC participants that are tendering outstanding notes pursuant to the exchange offer must transmit their acceptance through ATOP to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

In order to properly complete this letter of transmittal, you must:

• complete the box entitled “Description of Outstanding Notes;”

• if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions; and

• sign the letter of transmittal.

If you desire to tender outstanding notes pursuant to the exchange offer and:

• certificates representing such notes are not immediately available;

• time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date; or

• the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures described in the prospectus under “Exchange offer—Guaranteed delivery procedures” are followed.

See Instructions 1 and 2 below.

Please read the entire letter of transmittal, including the instructions, and the prospectus carefully before completing this letter of transmittal or checking any box below. You must follow the instructions included with this letter of transmittal. Please direct questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents to Wilmington Trust, National Association, at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

2

List below the outstanding notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts at maturity on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of outstanding notes will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof.

Description of Outstanding Notes
Name(s) and address(es) of registered holder(s) (please fill in)	Series and certificate number(s)*	Aggregate principal amount at maturity represented**	Principal amount  at maturity tendered**
Total principal amount at maturity of outstanding notes

* Need not be completed if you are delivering by book-entry transfer (see below).

** Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the exchange offer, you will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the exchange agent. See Instruction 4.

3

Please read this entire letter of transmittal carefully before completing the boxes below

¨ Check here if you are enclosing certificates for tendered outstanding notes with this letter of transmittal.

¨ Check here if you are delivering tendered outstanding notes by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

Name of tendering institution:

Account number with DTC:

Transaction code number:

¨ Check here and enclose a photocopy of the Notice of Guaranteed Delivery if you are delivering tendered outstanding notes pursuant to a Notice of Guaranteed Delivery previously sent to the exchange agent and complete the following:

Name(s) of registered holder(s):

Window ticket number(s) (if any):

Date of execution of the Notice of Guaranteed Delivery:

Name of eligible institution that guaranteed delivery:

If delivered by book-entry transfer, complete the following:

Name of tendering institution:

Account number at DTC:

Transaction code number:

¨ Please fill in your name and address below if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 additional copies of any amendments or supplements thereto.

Name:

Address:

Area code and telephone number:

Note: signatures must be provided below

4

Please read the accompanying instructions carefully

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”), the principal amount at maturity of the Issuer’s 10 ¹/2 % Senior Notes due 2019, Series A (the “outstanding notes”) described above. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such outstanding notes.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Issuer and as trustee under the indenture relating to the outstanding notes) with respect to such tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered outstanding notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuer, upon receipt by the exchange agent, as the undersigned’s agent, of the exchange notes to which the undersigned is entitled upon the acceptance by the Issuer of such outstanding notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such outstanding notes for transfer, and transfer such outstanding notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Issuer to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered outstanding notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described in the prospectus under the caption “Exchange offer—Procedures for tendering” and in the instructions to this letter of transmittal will, upon the Issuer’s acceptance of the outstanding notes for exchange, constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions of the exchange offer.

The exchange offer is subject to the conditions set forth in the prospectus under the caption “Exchange offer—Conditions.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the prospectus, the Issuer may not be required to exchange any of the outstanding notes tendered by this letter of transmittal and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

Unless a box under the heading “Special Issuance Instructions” is checked, by tendering outstanding notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

(1) the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

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(3) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuer (and upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate);

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuer for the account of such broker-dealer; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned may, if and only if unable to make all of the representations and warranties contained in clauses (1)-(7) above, elect to have its outstanding notes registered in the shelf registration described in the Registration Rights Agreement, dated as of November 23, 2011, by and among the Issuer, the Guarantors party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers named therein (the “Registration Rights Agreement”), in the form filed as an exhibit to the registration statement of which the prospectus is a part (the “Registration Statement”). Such election may be made by checking a box under “Special Issuance Instructions” below. By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, to indemnify and hold harmless the Issuer, the guarantors, their respective agents, employees, directors and officers and each Person who controls the Issuer or any of the guarantors, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, claims, damages and liabilities whatsoever arising out of or based upon (1) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such outstanding notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to the Issuer in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

If the undersigned is not a broker-dealer, the undersigned represents that it acquired the exchange notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of exchange notes and it has no arrangements or understandings with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes were acquired as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. By so acknowledging and delivering a prospectus, however, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and outstanding notes held for its own account were not acquired as a result of market-making or other trading activities, such outstanding notes cannot be exchanged pursuant to the exchange offer.

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All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered outstanding notes may be withdrawn at any time prior to one minute after 11:59 p.m., Eastern Standard Time, on                                 , 2012, or on such later date or time to which the Issuer may extend the exchange offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of exchange notes, the exchange agent will credit the account maintained by DTC with any outstanding notes not tendered. The undersigned recognizes that the Issuer has no obligation pursuant to the “Special Issuance Instructions” to transfer any outstanding notes from the name of the registered holder thereof if the Issuer does not accept for exchange any of the principal amount at maturity of such outstanding notes so tendered.

The exchange notes will bear interest from the date of original issuance of the outstanding notes or, if interest has already been paid on the outstanding notes, from the date interest was most recently paid. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

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Please sign here

(to be completed by all tendering holders of outstanding notes)

This letter of transmittal must be signed by the registered holder(s) of outstanding notes exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the outstanding notes to comply with the restrictions on transfer applicable to the outstanding notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the outstanding notes, then the registered holder(s) must sign a valid power of attorney.

X

X

Signature(s) of holder(s) or authorized signatory

Dated:

Name(s):

Capacity:

Address:

(Zip code)

Area code and telephone no.:

Guarantee of Signature(s)

(If required—see Instructions 2 and 5 below)

Certain signatures must be guaranteed by a signature guarantor

(Name of signature guarantor guaranteeing signatures)

(Address (including zip code) and telephone number (including area code) of firm)

(Authorized signature)

(Printed name)

(Title)

Dated:                         

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Special Issuance Instructions

(See Instructions 4 through 7)

To be completed ONLY if (1) certificates for outstanding notes in a principal amount at maturity not tendered are to be issued in the name of, or exchange notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal, (2) outstanding notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) exchange notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

  ¨         exchange notes, to:

  ¨         outstanding notes, to:

  Name(s)_____________________________________

  Address_____________________________________

  Telephone number:_____________________________

__________________________________________

(Tax Identification or Social Security Number)

  DTC account number:___________________________

Special Delivery Instructions

(See Instructions 4 Through 7)

To be completed ONLY if certificates for outstanding notes in a principal amount at maturity not tendered, or exchange notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal.

Deliver:

  ¨         exchange notes, to:

  ¨         outstanding notes, to:

  Name(s)_____________________________________

  Address_____________________________________

  Telephone number:_____________________________

_________________________________________

(Tax Identification or Social Security Number)

  Is this a permanent address change? (check one box)

¨  Yes    ¨  No

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Instructions to Letter of Transmittal

(Forming part of the terms and conditions of the exchange offer)

1. Delivery of this letter of transmittal and outstanding notes. This letter of transmittal is to be completed by holders of outstanding notes if certificates representing such outstanding notes are to be forwarded herewith, or, unless an agent’s message is used, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “Exchange offer—Procedures for tendering” For a holder to properly tender outstanding notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such outstanding notes must be received by the exchange agent at its address, or (2) such outstanding notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “Exchange offer—Procedures for tendering” and a book-entry confirmation must be received by the exchange agent on or prior to the expiration date. A holder who desires to tender outstanding notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose outstanding notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

The method of delivery of this letter of transmittal, the outstanding notes and all other required documents to the exchange agent is at the election and sole risk of the holder and delivery will be deemed to be made only when actually received by the exchange agent. Instead of delivery by mail, holders should use an overnight or hand delivery service. In all cases, holders should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer and proper insurance should be obtained. Holders may request their broker, dealer, commercial bank, trust company or nominee to effect these transactions for such holder. Holders should not send any outstanding note, letter of transmittal or other required document to the Issuer. If an agent’s message is used, tenders of such notes are to be made pursuant to the procedures set forth in the prospectus under the heading “Exchange offer—Procedures for tendering.”

If a holder desires to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such outstanding notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such outstanding notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under “Exchange offer—Guaranteed delivery procedures” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuer herewith, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery and (3) the properly completed and executed letter of transmittal or facsimile thereof, with any required signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent’s message, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC as described in the prospectus, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the expiration date.

As used herein and in the prospectus, an “eligible guarantor institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

2. Guarantee of signatures. Signatures on this letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock

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Exchange Medallion Program or by an eligible guarantor institution unless the outstanding notes tendered hereby are tendered (1) by a registered holder of outstanding notes (or by a participant in DTC whose name appears on a security position listing as the owner of such outstanding notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions,” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the outstanding notes are registered in the name of a person other than the signer of the letter of transmittal or if outstanding notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder, or if outstanding notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered outstanding notes must be guaranteed as described above. Beneficial owners whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender outstanding notes. See “Exchange Offer—Procedures for tendering,” in the prospectus.

3. Withdrawal of tenders. Tenders of outstanding notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered outstanding notes to be effective, a notice of withdrawal must be received by the exchange agent on or prior to the expiration date at its address set forth on the cover of this letter of transmittal or a holder must comply with the appropriate procedures of DTC’s ATOP. Any such notice of withdrawal must be in writing and (1) specify the name of the person who tendered the outstanding notes to be withdrawn, (2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited (3) be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender and (4) specify the name in which any such outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn. If the outstanding notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written notice of such withdrawal even if physical release is not yet effected.

All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by the Issuer, which determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but that are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described in the prospectus under the caption “Exchange offer — Procedures for tendering” at any time prior to the expiration date.

Neither the Issuer, any affiliates of the Issuer, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4. Partial tenders. Tenders of outstanding notes pursuant to the exchange offer will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof. If less than the entire principal amount at maturity of any outstanding notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount at maturity tendered in the last column of the box entitled “Description of Outstanding Notes” herein. The entire principal amount at maturity represented by the certificates for all outstanding notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount at maturity of all outstanding notes held by the holder is not tendered, new certificates for the principal amount at maturity of outstanding notes not tendered and exchange notes issued in exchange for any outstanding notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

5. Signature on this letter of transmittal; bond powers and endorsements; guarantee of signatures. If this letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the

11

signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the outstanding notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the outstanding notes.

If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If this letter of transmittal is signed by the holder, and the certificates for any principal amount at maturity of outstanding notes not tendered are to be issued (or if any principal amount at maturity of outstanding notes that is not tendered is to be reissued or returned) to, or, if tendered by book-entry transfer, credited to the account of DTC, of the registered holder, and exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered outstanding notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for outstanding notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such outstanding notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of outstanding notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer or the trustee for the outstanding notes may require in accordance with the restrictions on transfer applicable to the outstanding notes. See Instruction 2.

Endorsements on certificates for outstanding notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If this letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal.

6. Special issuance and special delivery instructions. Tendering holders should indicate in the applicable box or boxes the name and address to which outstanding notes for principal amounts at maturity not tendered or exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that outstanding notes not exchanged be credited to such accounted maintained at DTC as such holder may designate. If no instructions are given, outstanding notes not tendered will be returned to the registered holder of the outstanding notes tendered. For holders of outstanding notes tendered by book-entry transfer, outstanding notes not tendered will be returned by crediting the account at DTC designated above.

7. Transfer taxes. Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the outstanding notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

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8. Mutilated, lost, stolen or destroyed outstanding notes. If any certificate representing outstanding notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

9. Irregularities. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of outstanding notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuer, which determination shall be final and binding on all parties. The Issuer reserves the absolute right, in their sole and absolute discretion, to reject any or all tenders of any outstanding notes it determines not to be in proper form or the acceptance of which may, in the opinion of the Issuer’s counsel, be unlawful. The Issuer also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of outstanding notes or to waive any defects or irregularities of tender for any outstanding notes. The Issuer’s interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Issuer shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such outstanding notes shall not be deemed to have been made until such irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, promptly following the expiration date. None of the Issuer, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

10. Requests for assistance or additional copies. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

Important: this letter of transmittal or a facsimile thereof, or a properly transmitted agent’s message (together with certificates for outstanding notes or a book-entry-confirmation and all other required documents) or a Notice of Guaranteed Delivery must be received by the exchange agent on or prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date.

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EX-99.2

Exhibit 99.2

Form of

Notice of Guaranteed Delivery

to Tender for Exchange

10  ¹/2% Senior Notes due 2019

CUSIP 29363T AB2 / ISIN US29363TAB26

of

Entercom Radio, LLC

Pursuant to the Prospectus Dated         , 2011

The exchange offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern Standard Time, on         , 2012, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wilmington Trust, National Association

By registered mail or certified mail: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	By regular mail or overnight courier: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed	By hand: Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed
Facsimile (eligible institutions only): (302) 636-4139, Attention: Sam Hamed Telephone inquiries: (302) 636-6181

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for the Issuer’s (as defined below) 10  ¹/2 % Senior Notes due 2019, Series A (the “outstanding notes”) are not immediately available, (2) outstanding notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the expiration date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the expiration date. See “Exchange offer—Guaranteed delivery procedures” in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible guarantor institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

Please read the accompanying instructions carefully

Ladies and Gentlemen:

The undersigned hereby tenders to Entercom Radio, LLC (the “Issuer”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “Exchange offer—Guaranteed delivery procedures.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Issuer with respect to the outstanding notes tendered pursuant to the exchange offer.

The undersigned understands that tenders of the outstanding notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of outstanding notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “Exchange offer—Withdrawal of tenders.”

The undersigned understands that the exchange of any exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered outstanding notes, in proper form for transfer (or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

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Please sign and complete

X	Date:
X	Address:
Signature(s) of registered holder(s) or authorized signatory	Area code and telephone no.:
Name(s) of registered holder(s):
Series and principal amount of outstanding notes tendered*:	If outstanding notes will be delivered by book-entry transfer, provide information below:
	Name of tendering institution:
	Depository account no. with DTC:
Certificate no.(s) of outstanding notes (if available):
	Transaction code number:
* Must be in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Do not send outstanding notes with this form. Outstanding notes should be sent to the exchange agent together with a properly completed and duly executed letter of transmittal or properly transmitted agent’s message.

        This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing as the owner of outstanding notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

3

The guarantee below must be completed

Guarantee

(Not to be used for signature guarantee)

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the outstanding notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the outstanding notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the outstanding notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “Exchange offer—Guaranteed delivery procedures”), and that the exchange agent will receive (a) such outstanding notes, or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and outstanding notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

Name of firm:                                                                                                                                                                                                                                           

Authorized signature:                                                                                                                                                                                                                            

Title:                                                                                                                                                                                                                                                            

Address:                                                                                                                                                                                                                                                     

Area code and telephone number:                                                                                                                                                                                                      

Dated:                                                              

4

EX-99.3

Exhibit 99.3

Form of Letter to Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees

Entercom Radio, LLC

Exchange Offer for

10  ¹/2% Senior Notes due 2019

CUSIP 29363T AB2 / ISIN US29363TAB26

The exchange offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, unless extended (the “expiration date”).

, 2011

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We are offering to exchange, upon the terms and subject to the conditions set forth in the prospectus dated                 , 2011 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”), up to $220,000,000 in aggregate principal amount of our new 10  ¹/2% Senior Notes due 2019, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). We are offering to exchange the exchange notes for any and all of our outstanding 10  ¹/2% Senior Notes due 2019, Series A (the “outstanding notes”), which we issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The exchange offer is subject to certain conditions. See “Exchange offer—Conditions” in the prospectus.

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1. the prospectus dated         , 2011;

2. the letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender outstanding notes);

3. a form of letter which may be sent to your clients for whose accounts you hold outstanding notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer; and

4. a notice of guaranteed delivery.

Your prompt action is requested. Please note the exchange offer will expire one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, unless extended. Please furnish copies of the enclosed materials

to those of your clients for whom you hold outstanding notes registered in your name or in the name of your nominee as quickly as possible.

In all cases, exchanges of outstanding notes pursuant to the exchange offer will be made only after timely receipt by the exchange agent (as defined in the prospectus) of (1) certificates representing such outstanding notes, or a book-entry confirmation (as defined in the prospectus), as the case may be, (2) the letter of transmittal (or facsimile thereof), properly completed and duly executed, or an agent’s message (as defined in the prospectus), and (c) any other required documents.

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or an agent’s message and any other documents required by the letter of transmittal to the exchange agent prior to one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012 (unless extended), or (3) who cannot comply with the procedures for delivery by book-entry transfer prior to one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012 (unless extended), must tender their outstanding notes according to the guaranteed delivery procedures set forth under the caption “Exchange offer—Guaranteed delivery procedures” in the prospectus.

We are not making the exchange offer to, nor will we accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the exchange offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to us, except as otherwise provided in instruction 8 of the letter of transmittal.

Questions and requests for assistance with respect to the exchange offer or for copies of the prospectus and letter of transmittal may be directed to the exchange agent at its numbers and address set forth in the prospectus.

Very truly yours,

ENTERCOM RADIO, LLC

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person our agent or the agent of any of our affiliates, or authorize you or any other person to make any statements or use any document on behalf of any of us in connection with the exchange offer other than the enclosed documents and the statements contained therein.

EX-99.4

Exhibit 99.4

Form of

Instruction to Registered Holders and DTC Participants

from Beneficial Owners of

10  ¹/2% Senior Notes due 2019

CUSIP 29363T AB2 / ISIN US29363TAB26

of

Entercom Radio, LLC

The undersigned hereby acknowledges receipt of the prospectus dated                 , 2011 of Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”), and the accompanying letter of transmittal, that together constitute the Issuer’s offer to exchange up to $220,000,000 aggregate principal amount of their new 10 ¹/2% Senior Notes due 2019, Series B (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 10  ¹/2% Senior Notes due 2019, Series A (the “outstanding notes”). Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal.

The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

$                          of 10 ¹/2% Senior Notes due 2019, Series A

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

¨ To tender all of the outstanding notes held by you for the account of the undersigned.

¨ To tender the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered, if any):

$                          of 10 ¹/2% Senior Notes due 2019, Series A

¨ not to tender any outstanding notes held by you for the account of the undersigned.

If the undersigned instructs you to tender outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

(1) the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(3) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuer (and upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate);

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuer for the account of such broker-dealer; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned acknowledges that if an executed copy of this letter of transmittal is returned, the entire principal amount of outstanding notes held for the undersigned’s account will be tendered unless otherwise specified above.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

Sign here

Name of beneficial owner(s) (please print):                                                                                                                           

Signature(s):                                                                                                                                                                             

Address:                                                                                                                                                                                   

Telephone number:                                                                                                                                                                 

Taxpayer Identification Number or Social Security Number:                                                                                               

Date:                                                                                                                                                                                         

EX-99.5

Exhibit 99.5

Form of Letter to Clients

Entercom Radio, LLC

Exchange Offer for

10  ¹/2% Senior Notes due 2019

CUSIP 29363T AB2 / ISIN US29363TAB26

The exchange offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, unless extended (the “expiration date”).

, 2011

To our Clients:

Enclosed for your consideration is a prospectus dated                 , 2011 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”) relating to the offer by Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”), to exchange up to $220,000,000 aggregate principal amount of their new 10  ¹/2% Senior Notes due 2019, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer is offering to exchange the exchange notes for any and all of its outstanding 10  ¹/2% Senior Notes due 2019, Series A (the “outstanding notes”), which they issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

We are forwarding the enclosed material to you as the beneficial owner of outstanding notes held by us for your account or benefit but not registered in your name. Only we may tender outstanding notes in the exchange offer as the registered holder, if you so instruct us. Therefore, the Issuer urges beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange outstanding notes in the exchange offer.

Accordingly, we request instructions as to whether you wish us to exchange any or all outstanding notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal before instructing us to exchange your outstanding notes.

You should forward instructions to us as promptly as possible in order to permit us to exchange outstanding notes on your behalf before the exchange offer expires one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, unless extended. A tender of outstanding notes may be withdrawn at any time prior to the expiration time, which is one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, or the latest time to which the exchange offer is extended.

We call your attention to the following:

(1) The exchange offer will expire one minute after 11:59 p.m., Eastern Standard Time, on                 , 2012, unless extended. Outstanding notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to one minute after 11:59 p.m., Eastern Standard Time, on the expiration date.

(2) The exchange offer is for the exchange of $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof, for each $2,000 principal amount of outstanding notes, and integral multiples of $1,000 in excess thereof. An aggregate principal amount of $220,000,000 of outstanding notes was outstanding as of the date of the prospectus.

(3) The exchange offer is subject to certain conditions. See “Exchange offer—Conditions” in the prospectus.

(4) The Issuer has agreed to pay certain of the expenses of the exchange offer. It will pay any transfer taxes incident to the transfer of outstanding notes from the tendering holder to the Issuer, except as provided in the prospectus and the letter of transmittal. See “Exchange offer—Fees and expenses” in the prospectus and instruction 8 of the letter of transmittal.

(5) Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission, the Issuer believes that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

      (a)     You are acquiring the exchange notes in the ordinary course of your business;

      (b)     You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes;

      (c)     You are not an “affiliate” of the Issuer; and

      (d)     You are not a broker-dealer that acquired any of its outstanding notes directly from the Issuer.

The Issuer is not making the exchange offer to, nor will it accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

If you wish us to tender any or all of your outstanding notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form entitled “Instruction to Registered Holders and DTC Participants From Beneficial Owner of 10  ¹/2% Senior Notes due 2019.”

The accompanying letter of transmittal is furnished to you for informational purposes only and may not be used by you to exchange outstanding notes held by us and registered in our name for your account or benefit.

Instructions

The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the exchange offer of the Issuer.

This will instruct you to tender for exchange the aggregate principal amount of outstanding notes indicated below (or, if no aggregate principal amount is indicated below, all outstanding notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.

Aggregate principal amount of outstanding notes to be tendered for exchange:*

$                         10  ¹/2 % Senior Notes due 2019

*I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of outstanding notes in the space above, all outstanding notes held by you for my (our) account will be tendered for exchange.

Signature(s)

Name(s) (please print)

Taxpayer Identification or Social Security Number(s)

Capacity (full title), if signing in a fiduciary or

representative capacity

Telephone (include area code)

Address (include zip code)

Date