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Exhibit 3.120
PAGE 1
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 CERTIFICATE OF
LIMITED LIABILITY COMPANY OF "CHANCELLOR MEDIA RADIO LICENSES, LLC", FILED IN
THIS OFFICE ON THE FOURTH DAY OF AUGUST, A.D. 1998, AT 2:30 O'CLOCK P.M.
[Secretary of State Seal]
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
2929129 8100 AUTHENTICATION: 9233792
DATE: 08-04-98
981304087
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CERTIFICATE OF FORMATION
OF
CHANCELLOR MEDIA RADIO LICENSES, 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:
CHANCELLOR MEDIA RADIO LICENSES, 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 August 4, 1998
/s/ Jane C. Serena
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Jane C. Serena
Authorized Person
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LIMITED LIABILITY COMPANY AGREEMENT
OF
CHANCELLOR MEDIA RADIO LICENSES, LLC
A Delaware Limited Liability Company
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LIMITED LIABILITY COMPANY AGREEMENT
OF
CHANCELLOR MEDIA RADIO LICENSES, LLC
This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of
CHANCELLOR MEDIA RADIO LICENSES, LLC (the "Company") is effective as of August
4, 1998.
1. Formation of Limited Liability Company. Chancellor Media
Corporation of Illinois (the "Member") hereby forms the Company as a limited
liability company pursuant to the provisions of the Delaware Limited Liability
Company Act, 6 Del. C Section 18-101, et seq., as it may be amended from
time to time, and any successor to such statute (the "Act"). The rights and
obligations of the Member and the administration and termination of the Company
shall be governed by the Agreement and the Act. The Agreement shall be
considered the "Limited Liability Company Agreement" of the Company within the
meaning of Section 18-101(7) of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.
2. Members. Chancellor Media Corporation of Illinois is the sole
member of the Company.
3. Purpose. The purpose of the Company is to engage in any and
all other lawful businesses or activities in which a limited liability company
may be engaged under applicable law (including, without limitation, the Act).
4. Name. The name of the Company shall be "CHANCELLOR MEDIA RADIO
LICENSES, LLC".
5. Registered Agent and Principal Office. The registered office
and registered agent of the Company in the State of Delaware shall be as the
Member may designate from time to time. The Company may have such other offices
as the Member may designate from time to time. The mailing address of the
Company shall be c/o Chancellor Media Corporation, 300 Crescent Court, Suite
600, Dallas, Texas 75201.
6. Term of Company. The Company shall commence on the date a
Certificate of Formation (the "Certificate") first is properly filed with the
Secretary of State of the State of Delaware and shall continue in existence in
perpetuity unless its business and affairs are earlier wound up following
dissolution at such time as this Agreement may specify.
7. Management of Company. All decisions relating to the business,
affairs and properties of the Company shall be made by the Member. The Member
may appoint a Chairman, a President and one or more Executive Vice Presidents
and such other officers of the Company as the Member may deem necessary or
advisable to manage the day-to-day business affairs of the Company (the
"Officers"). To the extent delegated by the Member, the Officers shall have the
authority to act on behalf of, bind and execute and deliver documents in the
name
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and on behalf of the Company. No such delegation shall cause the Member to
cease to be a Member. The initial Officers of the Company are set forth on
Schedule A hereto.
8. Distributions. Each distribution of cash or other property by
the Company shall be made 100% to the Member. Each item of income, gain, loss,
deduction and credit of the Company shall be allocated 100% to the Member.
9. Capital Accounts. A capital account shall be maintained for
each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
10. Dissolution and Winding Up. The Company shall dissolve and its
business and affairs shall be wound up upon the written consent of the Member.
11. Amendments. This Agreement may be amended or modified from
time to time only by a written instrument executed by the Member.
12. Governing Law. The validity and enforceability of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to otherwise governing principles of conflicts
of law.
Chancellor Media Corporation of Illinois
By: /s/ Andrea Hulcy
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Name: Andrea Hulcy
Title: Vice President
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SCHEDULE A
OFFICERS
NAME TITLE
Jeffrey A. Marcus President and Chief Executive Officer
Matthew E. Devine Vice President, Chief Financial Officer
and Treasurer
James E. de Castro Vice President
Omar Choucair Vice President and Assistant Secretary
Andrea Hulcy Vice President and Assistant Secretary
Kenneth J. O'Keefe Vice President
Eric C. Neuman Vice President