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EXHIBIT 3.122
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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
MERGER, WHICH MERGES:
"WASH LICENSE LIMITED PARTNERSHIP", A DELAWARE LIMITED PARTNERSHIP,
WITH AND INTO "WTOP LICENSE LIMITED PARTNERSHIP" UNDER THE NAME OF
"WTOP LICENSE LIMITED PARTNERSHIP", A LIMITED PARTNERSHIP ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1997, AT 4:30 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8845180
DATE: 01-02-98
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CERTIFICATE OF MERGER
OF
WASH LICENSE LIMITED PARTNERSHIP
INTO
WTOP LICENSE LIMITED PARTNERSHIP
The undersigned limited partnership, organized and existing
under and by virtue of the Revised Uniform Limited Partnership Act of the State
of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent limited partnerships of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
WTOP License Limited Partnership Delaware
WASH License Limited Partnership Delaware
SECOND: That a Plan and Agreement of Merger among the parties
to the merger has been approved, adopted, certified, executed and acknowledged
by each of the constituent limited partnerships in accordance with the
requirements of Section 17-211 of the State of Delaware Revised Uniform Limited
Partnership Act.
THIRD: That the name of the surviving limited partnership is
WTOP License Limited Partnership.
FOURTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving limited partnership.
The address of the principal place of business of the surviving limited
partnership is 433 E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
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FIFTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving limited partnership on request and without cost
to any partner of any constituent limited partnership.
Dated: December 31, 1997
WTOP LICENSE LIMITED
PARTNERSHIP
By: /s/ Omar Choucair
-----------------------------------
Omar Choucair,
Vice President of its general
partner, Chancellor Media
Corporation of Washington, D.C.
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CERTIFICATE OF MERGER
OF
WASH LICENSE LIMITED PARTNERSHIP
INTO
WTOP LICENSE LIMITED PARTNERSHIP
The undersigned limited partnership, organized and existing under and
by virtue of the Revised Uniform Limited Partnership Act of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent limited partnerships of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
WTOP License Limited Partnership Delaware
WASH License Limited Partnership Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent limited partnerships in accordance with the requirements of
Section 17-211 of the State of Delaware Revised Uniform Limited Partnership Act.
THIRD: That the name of the surviving limited partnership is WTOP
License Limited Partnership.
FOURTH: That the executed Plan and Agreement of Merger is on file at
the principal place of business of the surviving limited partnership. The
address of the principal place of business of the surviving limited partnership
is 433 E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
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FIFTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving limited partnership on request and without cost to
any partner of any constituent limited partnership.
Dated: December 31, 1997
WTOP LICENSE LIMITED
PARTNERSHIP
By: /s/ Omar Choucair
-------------------------------
Omar Choucair,
Vice President of its general
partner, Chancellor Media
Corporation of Washington, D.C.
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State of Delaware
PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED AS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
LIMITED PARTNERSHIP OF "WTOP LICENSE LIMITED PARTNERSHIP" FILED IN THIS OFFICE
ON THE THIRTEENTH DAY OF JULY, A.D. 1993, AT 1 O'CLOCK P.M.
/s/ William T. Quillen
[SEAL] -----------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3979071
DATE: 07/16/1993
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CERTIFICATE OF LIMITED PARTNERSHIP
OF
WTOP LICENSE LIMITED PARTNERSHIP
The undersigned, desiring to form a limited partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17,
does hereby certify as follows:
I. The name of the limited partnership is WTOP License Limited
Partnership.
II. The address of the Partnership's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle. The name of the Partnership's registered agent for service of
process in the State of Delaware at such address is The Corporation Trust
Company.
III. The name and mailing address of the sole general partner is as
follows:
NAME MAILING ADDRESS
---- ---------------
Evergreen Media Corporation 433 E. Las Colinas Blvd.
of Washington, D.C. Suite 1130
Irving, TX 75039
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership of WTOP License Limited Partnership as of this 30th day of
June, 1993.
EVERGREEN MEDIA CORPORATION
OF WASHINGTON, D.C., a Delaware
corporation, Sole General Partner
By: /s/ Scott K. Ginsburg
-----------------------------------
Scott K. Ginsburg, President
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CONSENT
WTOP License Corp., a Delaware corporation, hereby consents to the use of
the name, "WTOP LICENSE LIMITED PARTNERSHIP", in Delaware by its affiliate,
WTOP License Limited Partnership.
Date: June 30, 1993
WTOP LICENSE CORP.,
a Delaware corporation
By: /s/ Matthew E. Devine
-----------------------------
Matthew E. Devine
Assistant Secretary
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CONSENT
WTOP License Corp., a Delaware corporation, hereby consents to the use of
the name, "WTOP LICENSE LIMITED PARTNERSHIP", in Delaware by its affiliate,
WTOP License Limited Partnership.
Date: June 30, 1993
WTOP LICENSE CORP.,
a Delaware corporation
By: /s/ Matthew E. Devine
---------------------------------
Matthew E. Devine
Assistant Secretary
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=======================================
WTOP LICENSE LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
AGREEMENT OF LIMITED PARTNERSHIP
=======================================
THE PARTNERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.
SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT
ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION
THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON
TRANSFERABILITY SET FORTH HEREIN.
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AGREEMENT OF LIMITED PARTNERSHIP
This Agreement of Limited Partnership (the "Agreement") has been made
as of this 13th day of July, 1993 by and between Evergreen Media Corporation of
Washington, D.C., a Delaware corporation (the "General Partner") and Evergreen
Media Corporation of St. Louis, a Delaware Corporation (the "Limited Partner").
WHEREAS, the General Partner holds all of the assets used or useful in
the operation of radio station WTOP(AM) in Washington, D.C.; and
WHEREAS, the Partners now desire to form a Partnership to hold the
authorizations issued by the Federal Communications Commission ("FCC")
necessary to operate that radio broadcast station.
ARTICLE ONE
THE PARTNERSHIP
1.01. Name. The name of the partnership shall be WTOP LICENSE LIMITED
PARTNERSHIP, and such name shall be used at all times in connection with
Partnership business and affairs.
1.02. Purpose. The purpose and business of the Partnership shall be to
acquire and own authorizations issued by the FCC necessary to operate
commercial radio stations in Washington, D.C., and in such other places as the
Partnership may determine (the "Stations"). Without limiting the generality of
the foregoing, the Partnership, through its General Partner, is specifically
authorized to acquire the FCC authorizations needed in the operation of
WTOP(AM), Washington, D.C.
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1.03. Office and Agent for Service of Process. The principal office
and place of business of the Partnership shall be 3400 Idaho Ave.. N.W.,
Washington, D.C. The agent for service of process shall be The Corporation
Trust Company with an address at 7209 Orange Street, Wilmington, Delaware
19801.
1.04. Certificate. Promptly after the execution of this Agreement, the
General Partner shall execute, acknowledge, and file or cause to be filed with
the Secretary of State of the State of Delaware a Certificate of Limited
Partnership.
1.05. Term. The Partnership shall continue until the occurrence of an
act or event specified in this Agreement or by law as one effecting
dissolution.
ARTICLE TWO
FINANCE
2.01. Partnership Shares. For purposes of this Agreement, the
Partners' respective Partnership Shares shall be as follows:
(a) General Partner:
Evergreen Media Corporation
of Washington, D.C. 99%
(b) Limited Partner:
Evergreen Media Corporation
of St. Louis 1%
The Partnership Shares shall remain at the percentages specified above unless
changed by reappointment or assignment as provided in this Agreement or by
Agreement.
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The Partners shall acquire their shares in the partnership identified
in this Section 2.01 by making capital contributions as follows:
Evergreen Media Corporation $1,000
of St. Louis
Evergreen Media Corporation Certain FCC
of Washington, D.C. Authorizations
2.02. Calls for Additional Capital. The General Partner may at any
time issue a call for additional capital contributions from the Partners. Such
contributions shall be made pro rata based upon the then-current Partnership
Shares. All capital contributions required to be made pursuant to this
subsection shall be remitted to the Partnership within fifteen (15) days
following notice from the General Partner of the capital call. The General
Partner may make capital calls for the purpose of repaying any indebtedness of
the partnership incurred in a "Station Transaction." A "Station Transaction"
means the purchase or sale by, and assignment to or from, the Partnership of
substantially all of the assets of a broadcast station licensed by the Federal
Communications Commission, or the transfer to or from the partnership of a
controlling interest in a person that is the licensee of a Station.
2.03. Capital Accounts. A capital account shall be established for
each Partner which shall reflect (a) all capital contributions made by such
Partner to the Partnership; (b) all items of Partnership income and gain
allocated to such Partner; (c) all distributions made to or on behalf of such
Partner; and (d) all items of Partnership cost, expense, loss, and deduction
allocated to such Partner. Each capital account shall be maintained in a manner
corresponding to the capital of the Partners as reported on the federal income
tax returns of the Partnership. The respective capital accounts of the Partners
shall
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not bear interest. Each Partner hereby waives any right to demand the return of
a capital contribution.
2.04. Allocation of Profits and Losses. All net profits, net losses,
deductions and credits shall be allocated to the Partners in accordance with
their respective Partnership Shares. The General Partner may make such
additional allocations as may be necessary to meet the requirements of Section
704 of the Internal Revenue Code of 1986 and the regulations promulgated
thereunder (the "Code").
2.05. Cash Distributions. Cash distributions during the term of the
Partnership shall be made at such times and in such amounts as the General
Partner shall determine in its discretion. Such distributions shall be made to
the Partners in accordance with their respective Partnership Shares.
2.06. Partnership Funds. All funds of the Partnership shall be
deposited in it name in such bank account or accounts, or invested in such
interest-bearing investments, as shall be determined by the General Partner in
its discretion. All withdrawals of funds shall be made by check or order signed
by an officer of the General Partner or by an agent or agents designated by the
General Partner from time to time. Partnership funds shall not be commingled
with those of any other person or entity.
2.07. Fiscal Year. The fiscal year of the Partnership shall be the
calendar year.
2.08. Income Tax Elections. All elections required or permitted to be
made by the Partnership under the Code shall be made by the General Partner in
such a manner that such elections, in its judgment, will be most advantageous
to the Partners. Each Partner will upon request supply the information
necessary to give effect to any such election.
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ARTICLE THREE
BOOKS AND RECORDS
3.01. Accounting. The General Partner shall keep proper and complete
books of account in which shall be entered fully and accurately all
transactions and other matters relative to the Partnership's business and as
are usually entered into books of account maintained by persons engaged in the
radio broadcasting business. The Partnership's books of account shall be kept
using a method of accounting selected by the General Partner and maintained as
required for federal income tax purposes.
3.02. Partnership Records. The Partnership's books and records shall
be kept at the Partnership's office where they shall be available for
reasonable inspection or examination by the Partners or their duly authorized
representatives during normal business hours.
ARTICLE FOUR
MANAGEMENT AND OPERATIONS
4.01. Management Generally. The General Partner shall have full and
exclusive power and authority to manage, control, administer and operate the
business and affairs of the Partnership, and to do or cause to be done any and
all acts deemed by the General Partner to be necessary or appropriate thereto,
and the scope of such power and authority shall encompass all matters in any
way connected with such business. Except as specifically provided in this
Agreement, the General Partner shall manage the Partnership. Notwithstanding
the foregoing, every contract, deed, mortgage, lease and other instrument
executed by the General Partner shall be conclusive evidence in favor of every
person or entity relying thereon or claiming thereunder that, at the time of
the delivery thereof, (a) the Partnership was in existence, and (b) the
execution and delivery thereof was duly authorized.
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Without limiting the generality of the foregoing, the General Partner (acting
through its duly authorized officers) is specifically to cause the Partnership
to enter into any agreement required under Senior Secured Credit Facilities
dated November 6, 1992 for Evergreen Media Corporation of Los Angeles from
Various Lending Institutions (the "Banks") Some of Which are also Acting as
Co-Agents (the "Co-Agents"), with Toronto Dominion (Texas), Inc. as Agent for
the Co-Agents and the Banks.
4.02. Expenses of General Partner. The General Partner shall be
entitled to charge the Partnership, and to be reimbursed by it, for any and all
reasonable costs and expenses incurred by the General Partner in connection
with the operation of the Partnership's business.
4.03. Limitations on Limited Partners. A Limited Partner shall not
participate in the management or control of the Partnership, engage in any
activity which creates the potential for control of the Partnership, transact
any business on behalf of the Partnership, or have any power to act for or bind
the Partnership.
4.04. Dealings Outside the Partnership. No Partner shall engage in any
conduct which would impair the Partnership's qualifications to be an FCC
licensee.
ARTICLE FIVE
LIABILITY OF PARTNERS
5.01. Liability of General Partner. The General Partner shall not be
liable in damages or otherwise to the Partnership or any Partner for any action
taken or failure to act on behalf of the Partnership within the scope of the
authority conferred on the General Partner by this Agreement unless such act or
omission was performed or omitted fraudulently. In no event shall the General
Partner be liable for any loss or damage to Partnership
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property caused by acts of a public enemy, natural disasters, or other causes
beyond the General Partner's control.
5.02. Liability of Limited Partners. No Limited Partner shall have any
personal liability, whether to the Partnership, to any of the Partners, or to
the creditors of the Partnership for the debts of the Partnership beyond the
amounts required to be contributed by it to the capital of the Partnership
pursuant to this Agreement.
ARTICLE SIX
ADDITION AND WITHDRAWAL OF PARTNERS
6.01. Addition of Partners. No additional partners may be admitted to
the Partnership without the consent of all the Partners. The addition of a
general partner shall be subject to any necessary prior consent of the FCC.
6.02. Withdrawal of Partners. The General Partner may not withdraw
from the Partnership or transfer its interest in the Partnership without the
prior consent of the Partners.
6.03 Transfer of Partnership Interests. No Partnership Interest may be
transferred without the unanimous consent of all the Partners.
ARTICLE SEVEN
DISSOLUTION AND WINDING-UP
7.01. Events of Dissolution. The Partnership shall be dissolved:
(a) If the General Partner withdraws from the Partnership or there
otherwise ceases to be a General Partner;
(b) Upon the death, insanity, bankruptcy retirement, resignation, or
withdrawal of the General Partner; Provided, however, that all remaining
Partners may agree to continue the Partnership upon a unanimous vote;
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(c) Upon the mutual consent of all of the Partners;
(d) Upon the entry of a decree of judicial dissolution; or
(e) In any event, at 11:59 p.m. on December 31, 2020.
The Partnership shall continue to exist following December 31, 2020, or
following the earlier happening of any of the foregoing events, solely for the
purpose of winding up its affairs.
7.02. Final Accounting. Following the dissolution of the Partnership,
a proper accounting shall be made of the accounts of the Partnership, of each
Partner and of the Partnership's assets, liabilities and operations from the
date of the last previous accounting to the date of such dissolution.
7.03. Liquidating Trustee. Upon dissolution of the Partnership, the
General Partner (or, in the event of dissolution under Section 7.01(a), an
agent appointed by the remaining Partners) shall file a certificate of
dissolution and shall proceed diligently to wind up the affairs of the
Partnership and distribute its assets as liquidating trustee. During the
interim, the liquidating trustee shall continue to exploit the rights and
properties of the Partnership consistent with the liquidation thereof and each
Partner shall continue to share profits and losses as provided in this
Agreement. In connection with winding up the affairs of the Partnership, the
liquidating trustee may sell all properties owned by the Partnership at public
or private sale upon such terms and conditions as the liquidating trustee deems
advisable.
7.04. Liquidation and Distribution. The net proceeds received by the
liquidating trustee upon the sale of the properties of the Partnership, if any,
and any remaining assets of the Partnership shall be applied and distributed in
cash or in kind in the following order of priority:
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(a) To the payment of all debts, obligations, and liabilities of the
Partnership and the expenses of liquidation;
(b) To the establishment of any reserves which the liquidating trustee
may deem necessary for any contingent or unforeseen obligations or liabilities
of the Partnership, including, without limitation, payment of such reserves
over to a person, as escrow agent, to be held by such person for the purpose of
disbursing such reserves, and, upon the expiration of such period as determined
by the liquidating trustee to distribute the balance as provided in this
subsection;
(c) To the Partners in an amount sufficient to pay the remaining
credit balances, if any, of their respective capital accounts; provided,
however, that any Partner having a negative balance in his or its capital
account shall, prior to receiving any assets of the Partnership pursuant to
this subsection elect (i) to forego distributions of assets having a fair
market value equal to the negative balance; or (ii) to contribute cash in an
amount equal to such negative balance; or (iii) some combination of (i) and
(ii).
(d) To the Partners in accordance with their respective Partnership
Shares.
7.05. Termination. Upon completion of the liquidation of the
Partnership and the distribution of all funds of the Partnership, the
liquidating trustee shall execute and record a certificate of cancellation and
the Partnership shall terminate.
ARTICLE EIGHT
MISCELLANEOUS
8.01. Notices. Any and all notices permitted or required to be given
under this Agreement shall be in writing, signed by the Partner giving such
notice, and shall be delivered personally, or sent by registered or certified
mail, to the other Partners, at their address set forth in the preamble, or at
such other address as may be supplied in writing.
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The date of personal delivery or the date of mailing, as the case may be, shall
be the date of such notice.
8.02. Successors and Assigns. This Agreement, and each and every
provision hereof, shall be binding upon and shall inure to the benefit of the
Partners, their respective successors and assigns, and each Partner agrees, on
behalf of itself, its successors and assigns, to execute any instruments which
may be necessary and appropriate to carry out and execute the purpose and
intentions of this Agreement, and hereby authorizes and directs its successors
and assigns to execute any and all such instruments. Each and every
successor-in-interest to any Partner, whether such successor acquired such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this
Agreement.
8.03. Amendment. No change, modification or amendment of this
Agreement shall be valid or binding upon the Partners unless all Partners
affirmatively vote in favor of such change, modification or amendment.
8.04. No Waiver. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligation hereunder shall not be
a waiver of such Partner's right to demand strict compliance therewith in the
future.
8.05. Integration. This Agreement constitutes the full and complete
agreement of the Partners.
8.06. Captions. Titles or captions of articles and sections contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof.
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8.07. Number and Gender. Whenever required by the context, the
singular number shall include the plural and the masculine or neuter gender
shall include all genders.
8.08. Counterparts. This Agreement may be executed in multiple copies,
each of which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
8.09. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
GENERAL PARTNER:
EVERGREEN MEDIA CORPORATION
OF WASHINGTON, D.C.
By:/s/ Matthew E. Devine
--------------------------------------
Matthew E. Devine, Assistant Secretary
LIMITED PARTNER:
EVERGREEN MEDIA CORPORATION
OF ST. LOUIS
By:/s/ Matthew E. Devine
--------------------------------------
Matthew E. Devine, Assistant Secretary
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