State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
RESTATED CERTIFICATE OF "LENFEST COMMUNICATIONS, INC.", FILED IN THIS OFFICE ON
THE FIRST DAY OF MAY, A.D. 1996, AT 1:30 O'CLOCK P.M.
------------------------------
Edward J. Freel,
Secretary of State
[Notarial Seal]
Authentication: 7995397
Date: 06-20-96
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LENFEST COMMUNICATIONS, INC.
*******************
LENFEST COMMUNICATIONS, INC., a corporation organized and
existing and incorporated on March 27, 1974 under and by virtue of the General
Corporation Law of the State of Delaware, as amended (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly
adopted resolutions setting forth a proposed amended and restated Certificate of
Incorporation, declaring said amendment and restatement to be advisable and
calling for consideration thereof at the next regularly scheduled meeting of the
stockholders of the Corporation. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the
Corporation be, and it hereby is, amended and restated so as
to read in full as follows:
1. The name of the corporation is LENFEST
COMMUNICATIONS, INC.
2. The address of its registered office in the State of
Delaware is 1105 North Market Street, Suite 1300,
Wilmington, New Castle County, Delaware, 19801. The
name of its registered agent at such address is
Delaware Corporate Management, Inc.
3. The nature of the business or purposes to be
conducted or promoted is:
To engage in any lawful act or activity for which
corporations may be organized under the General
Corporation Law of Delaware.
4. The aggregate number of shares of the corporation
shall have authority to issue is 158,886 shares of
stock, par value one cent ($0.01) per share.
5. The name and mailing address of each incorporator is
as follows:
Name Mailing Address
---- ---------------
G.J. Coyle 100 West Tenth Street
Wilmington, Delaware 19801
W.J. Reif 100 West Tenth Street
Wilmington, Delaware 19801
R.F. Andrews 100 West Tenth Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. Until December 31, 2001, the number of directors
shall be five. During such time the shares directly
and/or beneficially owned by the Lenfest Family (any
one or more of H.F. Lenfest, Marguerite Lenfest,
their issue and the Lenfest Foundation and its
successors), represented by H.F. Lenfest if living
and if not by the Lenfest Foundation, shall have the
right to elect three directors, and the shares owned
directly or beneficially by LMC Lenfest, Inc. and its
successors ("LMC Lenfest") shall have the right to
elect two directors. Beginning on January 1, 2002,
the number of directors shall be six, whereupon, in
addition to the rights regarding the election of
directors set forth above, LMC Lenfest shall have the
right to elect one additional director, for a total
of three to be elected by LMC Lenfest. The right of
the Lenfest Family to elect three directors shall
continue so long as any member of the Lenfest Family
owns any stock in the corporation. Vacancies among
the directors elected by the Lenfest Family shall be
filled at the direction of the Lenfest Family;
vacancies among the directors elected by LMC Lenfest
shall be filled at the direction of LMC Lenfest.
8. In furtherance and not in limitation of the powers
conferred by statute, the affirmative vote of all
outstanding shares shall be required to take any
action, directly or indirectly or by effect, to:
(a) Amend, alter, modify, restate or repeal the
Certificate of Incorporation or By-Laws of
the corporation;
(b) Amend, alter, modify, restate or repeal the
By-Laws; and/or
(c) Dissolve, or recapitalize, or merge or
consolidate with or into any person (whether
or not this corporation shall survive such
merger or consolidation), or sell, lease or
exchange material assets of the corporation
(subject to right of a majority of the
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Board to create a bona fide pledge assets
and convey title to same in event of
foreclosure).
9. Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may
provide. The books of the corporation may be kept
(subject to any provision contained in the statutes)
outside the State of Delaware at such place or places
as may be designated from time to time by the board
of directors or in the By-Laws of the corporation.
Elections of directors need not be by written ballot
unless the By-Laws of the corporation shall so
provide.
10. No director of the corporation shall be personally
liable to the corporation or any stockholder for
monetary damages for breach of fiduciary duty as a
director, provided that the foregoing shall not
eliminate or limit the liability of a director (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 involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation
Law of Delaware, or (iv) for any transaction from
which the director derived an improper personal
benefit. Neither the amendment nor repeal of this
Article 10, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this
Article 10, shall eliminate or reduce the effect of
this Article 10 in respect of any matter occurring,
or any cause of action, suit or claim that, but for
this Article 10, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent
provision.
SECOND: That said amendment and restatement was unanimously
adopted by the stockholders of the Corporation at the Annual Meeting of
Stockholders.
THIRD: That said amendment and restatement was duly adopted in
accordance with the provisions of Sections 242 & 245 of the General Corporation
Law of the State of Delaware, as amended.
FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of said amendment.
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IN WITNESS WHEREOF, said Lenfest Communications, Inc. has
caused its corporate seal to hereunto affixed and this certificate to be signed
by H.F. Lenfest, its President, and Marguerite B. Lenfest, its Secretary, this
4th day of April, 1996.
LENFEST COMMUNICATIONS, INC.
BY:______________________________
H.F. Lenfest, President
[CORPORATE SEAL]
Attest:______________________
Marguerite B. Lenfest,
Secretary
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