Exhibit 3.2.30
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEAR CHANNEL AVIATION, LLC
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Clear Channel Aviation, LLC (the “Company”), is entered into by Radio-Active Media, Inc., as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings-set forth onSchedule A hereto.
The Member, by execution of this Agreement, hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6Del. C. § 18-101etseq.), as amended from time to time (the “Act”), and this Agreement, and the Member hereby agrees as follows:
Section 1.Name. The name of the limited liability company formed hereby is HUTHUT, LLC.
Section 2.Principal Business Office. The principal business office of the Company shall be located at 615 South DuPont Highway, Dover, Delaware 19901 or such other location as may hereafter be determined by the Member.
Section 3.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901.
Section 4.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901.
Section 5.Members. The mailing address of the Member is set forth onSchedule Battached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement
Section 6.Certificates. Howard M. Appel is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or a person authorized by the Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.
Section 7.Purposes. The purpose and business of the Company is to engage in such lawful activities as are permitted to limited liability companies by the laws of the State of Delaware, including without limitation:
(a) to acquire, own, hold, sell, transfer, service, convey, safekeep, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with, publicly or privately and whether with unrelated third parties or with affiliated entities;
(b) to own equity interests in other corporations, limited liability companies, partnerships or other entities; and
(c) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes (including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements).
Section 8.Powers. The Company, the Member and any person authorized by the Member to act on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth inSection 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.
Section 9.Management. The business and affairs of the Company shall be managed by the Member and by such other persons as the Member may appoint from time to time. The Member, and any person authorized by the Member, shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, and to bind the Company.
Section 10.Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.
Section 11.Capital Contributions. The Member has contributed to the Company property of an agreed value as listed onSchedule B attached hereto.
Section 12.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall reviseSchedule B of this Agreement. The provisions of this Agreement, including thisSection 12, are intended to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.
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Section 13.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
Section 14.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.
Section 15.Books and Records. The Company shall keep such books and records as may be determined by the Member and the Company’s books of account shall be kept using the method of accounting determined by the Member.
Section 16.Other Business. The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (connected and/or unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.
Section 17.Exculpation and Indemnification.
(a) Neither the Member nor any employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions;provided,however, that any indemnity under thisSection 17 by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.
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(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in thisSection 17.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of thisSection 17 shall survive any termination of this Agreement.
Section 18.Dissolution.
(a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company.
(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
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(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.
Section 19.Nature of Interest. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant toSection 14 hereof. The interest of the Member in the Company is personal property.
Section 20.Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.
Section 21.Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
Section 22.Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.
Section 23.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
Section 24.Amendments. This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.
Section 25.Effectiveness. Pursuant to Section 18-201 (d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the 5th day of September, 2001.
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| MEMBER: | ||
| RADIO-ACTIVE MEDIA, INC. | ||
| By: | /s/ Mark P. Mays | |
| Name: | Mark P. Mays | |
| Title: | SVP - Secretary | |
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SCHEDULE A
Definitions
| A. | Definitions |
When used in this Agreement, the following terms not otherwise defined herein have the following meanings:
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.
“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.
“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, as amended or amended and restated from time to time.
“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.
| B. | Rules of Construction |
Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.
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SCHEDULE B
MEMBER
Name | Mailing Address | Agreed Value of Capital Contribution | Membership Interest | |||||
| Radio-Active Media, Inc. | 15260 Ventura Boulevard, 5th Floor Sherman Oaks, CA 91403 | $ | 100 | % | ||||
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FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEAR CHANNEL AVIATION, LLC
This First Amendment to the Limited Liability Company Agreement of Clear Channel Aviation, LLC, a Delaware limited liability company (the“Company”)is made and entered into effective as of the 7th day of March 2008, by Radio-Active Media, Inc., as the sole member of the Company (the“Sole Member”).
W I T N E S S E T H:
WHEREAS, the Limited Liability Company Agreement of the Company (the“Agreement”)was entered into as of September 5, 2001, Radio-Active Media, Inc., as the sole member of the Company; and
WHEREAS, the Sole Member of the Company desires to amend certain provisions of the Agreement.
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and agreed, the Agreement is hereby amended as of the date first set forth above as follows:
1. Section 1 of the Agreement is hereby amended and restated to read in its entirety as follows:
Section 1.Name. The name of the limited liability company formed hereby is Clear Channel Aviation, LLC.
2.Consent to Amendment. Notwithstanding any contrary right, power or privilege that may be set forth in the Agreement, the Sole Member consents to and ratifies this Amendment.
3.No Dissolution. This First Amendment shall not dissolve the Company, and the business of the Company shall be deemed to have continued notwithstanding this Amendment.
4.Capitalized Terms. Each capitalized term not otherwise defined in this First Amendment shall have the meaning described in the Agreement.
5.Ratification. Except as expressly amended or modified by this First Amendment, the Agreement is ratified and confirmed in all respects.
EXECUTED to be effective the day and year first above written.
| SOLE MEMBER: | ||
| RADIO-ACTIVE MEDIA, INC. | ||
| By: | /s/ Hamlet T. Newsom Jr. | |
| Name: | Hamlet T. Newsom Jr. | |
| Title: | Assistant Secretary | |