1
EXHIBIT 3.5
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA/KYSR INC.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT
11:04 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9229242
DATE: 07-31-98
2
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA/KYSR INC.
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media/KYSR, Inc. Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Lone Star State shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
3
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
4
Dated: July 31, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
BY: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
5
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 MERGER, WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF TIBURON", A DELAWARE
CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR
STATE" UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE
LONE STAR STATE", A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT 11:03 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
[SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9229222
DATE: 07-31-98
6
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF TIBURON
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of Tiburon Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the parties to
the merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor
Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Lone Star State shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
7
FIFTH: That the executed Plan and Agreement of Merger is on file at
the principal place of business of the surviving corporation. The address of
the principal place of business of the surviving corporation is 433 E. Las
Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
8
Dated: July 31, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
---------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
9
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA/WLIT INC.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT
11:02 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9229184
DATE: 07-31-98
10
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA/WLIT INC.
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporation of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media/WLIT Inc. Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Lone Star State shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
11
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
12
Date: July 31, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
13
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF THE LIBERTY CITY", A DELAWARE
CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT
11:01 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9229173
DATE: 07-31-98
14
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE LIBERTY CITY
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of the Liberty City Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Lone Star State shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of
15
business of the surviving corporation is 433 E. Las Colinas Blvd., Suite 1130,
Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
16
Dated: July 31, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
---------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
17
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF THE GREAT LAKES", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT
12:03 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9226241
DATE: 07-30-98
18
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE GREAT LAKES
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of the Great Lakes Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation
of the Lone Star State shall be the Certificate of Incorporation of the
surviving corporation, to remain unchanged until amended in accordance with the
provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished
by the surviving corporation on request and without cost to any stockholder of
any constituent corporation.
19
Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
----------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
20
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 MERGER,
WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF THE MOTOR CITY", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT
12:04 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9226256
DATE: 07-30-98
21
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE MOTOR CITY
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of the Motor City Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Lone Star State shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
22
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
23
Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
24
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF MICHIGAN", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT
12:02 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9226215
DATE: 07-30-98
25
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF MICHIGAN
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of Michigan Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor
Media Corporation of the Lone Star State shall be the Certificate of
Incorporation of the surviving corporation, to remain unchanged until amended
in accordance with the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is
on file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger
will be furnished by the surviving corporation on request and without cost to
any stockholder of any constituent corporation.
26
Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
BY: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
27
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
MERGER, WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF SAN FRANCISCO", A DELAWARE
CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
UNDER THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT
12:01 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9226201
DATE: 07-30-98
28
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF SAN FRANCISCO
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
- ---- ----------------------
Chancellor Media Corporation of San Francisco Delaware
Chancellor Media Corporation of the Lone Star State Delaware
SECOND: That a Plan and Agreement of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation of
the Lone Star State shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the provisions
thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of any
constituent corporation.
29
Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
30
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 MERGER,
WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF CHICAGOLAND", A DELAWARE CORPORATION,
"CHANCELLOR MEDIA CORPORATION OF DALLAS", A DELAWARE CORPORATION,
"CHANCELLOR MEDIA CORPORATION OF DETROIT", A DELAWARE CORPORATION,
"CHANCELLOR MEDIA CORPORATION OF NEW YORK", A DELAWARE CORPORATION,
"CHANCELLOR MEDIA PARTNERS CORPORATION", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT 12 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
---------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9226161
DATE: 07-30-98
31
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA PARTNERS CORPORATION,
CHANCELLOR MEDIA CORPORATION OF CHICAGOLAND,
CHANCELLOR MEDIA CORPORATION OF DALLAS,
CHANCELLOR MEDIA CORPORATION OF DETROIT
AND
CHANCELLOR MEDIA CORPORATION OF NEW YORK
INTO
CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
- ---- ----------------------
Chancellor Media Partners of Corporation Delaware
Chancellor Media Corporation of Chicagoland Delaware
Chancellor Media Corporation of Dallas Delaware
Chancellor Media Corporation of Detroit Delaware
Chancellor Media Corporation of New York Delaware
Chancellor Media Corporation of the Lone Star State 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 corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of the Lone Star State.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation of
the Lone Star State shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the provisions
thereof and of applicable law.
32
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of any
constituent corporation.
2
33
Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE
By: /s/ Andrea Hulcy
---------------------------
Andrea Hulcy
Vice President and
Assistant Secretary
3
34
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 AMENDMENT
OF "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF CHICAGO FM" TO "CHANCELLOR MEDIA CORPORATION OF
THE LONE STAR STATE", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D.
1997, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL]
/s/ Edward J. Freel
--------------------------
Edward J. Freel,
Secretary of State
AUTHENTICATION: 8712350
DATE: 10-21-97
35
EXHIBIT D-1
List of EQK Exceptions
As of August 7, 1998
[Exceptions to Representations and Warranties of EQK contained in
Article III]
As toss.3.07(c): The following tenant allowances in excess of $25,000 have been
committed to and/or paid since March 31, 1998: Cafe Matangos
($85,000 commitment, of which $28,333 has been paid); The Gap
($375,000 commitment, lease net yet executed); Radio Shack
($35,000 commitment, which has not been paid); Joy Buster Brown
($100,000 commitment, lease not yet executed); Strictly Nails
($30,000 commitment, lease not yet executed); Lady Footlocker
($35,000 commitment, lease not yet executed); and Kay Bee Toys
($40,000 commitment, lease not het executed).
As to ss.3.07(m) The following capital
expenditures in excess of $25,000 have been
made or committed to subsequent to March 31,
1998: parking lot overlay ($70,408 paid);
and roof repairs ($148,109 commited, of
which $147,505 has been paid.
36
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
Pursuant to Section 242 of the General Incorporation Law of
the State of Delaware, Evergreen Media Corporation of Chicago FM (the
"Corporation"), a Delaware corporation, hereby certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the present Article FIRST and inserting in lieu thereof a
new Article FIRST, as follows:
FIRST: The name of the Corporation (hereinafter sometimes referred to
as the "Corporation") is:
"CHANCELLOR MEDIA CORPORATION OF THE LONE STAR STATE"
2. The Sole Director and Sole Shareholder of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment
to be signed and executed in its corporate name by Omar Choucair, its Vice
President, on this 17 day of October, 1997.
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM,
a Delaware Corporation
By: /s/ Omar Chourcair
--------------------------
Name: Omar Choucair
Title: Vice President
37
EXHIBIT D-2
List of ART Exceptions
None.
38
PAGE 1
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
INCORPORATION OF "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", FILED IN THIS
OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8705615
DATE: 10-16-97
39
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one
thousand (1,000) shares of common stock, with a par value of $1.00 per share.
All voting rights and powers shall be vested exclusively in the holders of
common stock on the basis of one vote per share, on all matters required or
permitted to be approved by vote of the corporation's stockholders.
FIFTH. The Name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
40
SIXTH. The name of the person who is to serve as the initial
director of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by the law of the State of Delaware.
All rights conferred upon stockholders herein are granted subject to this
reservation.
41
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 20th day of
June, 1988.
/s/ Eve M. Ellison
-----------------------------------
Eve M. Ellison
Incorporator
42
PAGE 1
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
AGREEMENT OF MERGER, WHICH MERGES:
"H&G COMMUNICATIONS OF CHICAGO FM, INC.", A HAWAII CORPORATION,
WITH AND INTO "EVERGREEN MEDIA CORPORATION OF CHICAGO FM" UNDER THE
NAME OF "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", A CORPORATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN
THIS OFFICE THE THIRTIETH DAY OF JUNE, A.D. 1988, AT 9:15 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8705616
DATE: 10-16-97
43
PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made this 27th day of June, 1988, between H&G
Communications of Chicago FM, Inc., a Hawaii corporation, hereinafter called H&G
of Chicago FM, and Evergreen Media Corporation of Chicago FM, a Delaware
corporation, hereinafter called the Company.
WHEREAS, H&G of Chicago FM has an authorized capital stock consisting of
1,000 shares of common stock, par value $1.00 per share, of which 1,000
shares have been duly issued and are now outstanding, and
WHEREAS, the Company has an authorized capital stock consisting of 1,000
shares of common stock, par value $1.00 per share, of which 1,000 shares have
been duly issued and are now outstanding, and
WHEREAS, the Board of Directors of H&G of Chicago FM and the Company,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their mutual sole shareholder H&G Communications,
Inc., that H&G of Chicago FM merge with the Company under and pursuant to the
provisions of the Business Corporation Act of the State of Hawaii and of the
General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. Merger. H&G of Chicago FM shall be and, subject to compliance with the
laws of the States of Hawaii and Delaware as set forth below, it hereby is
merged into the Company.
2. Effective Date. This Agreement of Merger shall become effective
immediately upon compliance with all requirements to effectiveness under the
laws of the States of Hawaii and Delaware, the time of such effectiveness being
hereinafter called the Effective Date.
3. Surviving Corporation. The Company shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of H&G of Chicago FM shall cease
forthwith upon the Effective Date.
4. Authorized Capital. The authorized capital stock of the Company
following the Effective Date shall be 1,000 shares of Common Stock, par value
$1.00 share,
44
unless and until the same shall be changed in accordance with the laws of the
State of Delaware.
5. Certificate of Incorporation. The Certificate of Incorporation of the
Company as of the date hereof, which is set forth as Appendix A hereto, shall be
the Certificate of Incorporation of the Company following the Effective Date
until such time, if ever, when the same shall be amended in accordance with its
terms and with the laws of the State of Delaware.
6. Bylaws. The Bylaws of the Company as they exist on the Effective Date
shall be the Bylaws of the Company following the Effective Date unless and until
the same shall be amended or repealed in accordance with the provisions thereof.
7. Board of Directors and Officers. The members of the Board of Directors
and the officers of the Company immediately after the effective time of the
merger shall be those persons who were the members of the Board of Directors and
the officers, respectively, of the Company immediately prior to the effective
time of the merger, and such persons shall serve in such offices, respectively,
for the terms provided by law or in the Bylaws, or until their respective
successors are elected and qualified.
8. Further Assurance of Title. If at any time the Company shall consider or
be advised that any acknowledgements or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and to
the Company any right, title or interest of H&G of Chicago FM held immediately
prior to the Effective Date, H&G of Chicago FM and its proper officers and
directors shall and will execute and deliver all such acknowledgments or
assurances in law and do all things necessary or proper to acknowledge or
confirm such right, title or interest in the Company as shall be necessary to
carry out the purposes of this Agreement of Merger, and the Company and the
proper officers and directors thereof are fully authorized to take any and all
such action in the name of H&G of Chicago FM or otherwise.
9. Retirement of Organization Stock. Forthwith upon the Effective Date,
each of the 1,000 shares of the Common Stock of the Company presently issued and
outstanding shall be retired, and no shares of the Common Stock or other
securities of the Company shall be issued in respect thereof.
10. Conversion of Outstanding Stock. Forthwith upon the Effective Date,
each of the issued and outstanding shares of Common Stock of H&G of Chicago FM
and all rights in respect thereof shall be converted into one fully paid and
nonassessable share of Common Stock of the Company, and each
2
45
certificate nominally representing shares of Common Stock of H&G of Chicago FM
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Company.
11. Rights and Liabilities of the Company. At and after the effective time
of the merger, the Company shall succeed to and possess, without further act or
deed, all of the estate, rights, privileges, powers and franchises, both public
and private, and all of the property, real, personal and mixed, of each of the
parties hereto; all debts due to H&G of Chicago FM or whatever account shall be
vested in the Company; all claims, demands, property, rights, privileges,
powers and franchises and every other interest of either of the parties hereto
shall be as effectively the property of the Company as they were of the
respective parties hereto; the title to any real estate vested by deed or
otherwise in H&G of Chicago FM shall not revert or be in any way impaired by
reason of the merger, but shall be vested in the Company; all rights of
creditors and all liens upon any property of either of the parties hereto shall
be preserved unimpaired, limited in lien to the property affected by such lien
at the effective time of the merger; all debts, liabilities and duties of the
respective parties hereto shall thenceforth attach to the Company and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
12. Book Entries. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon
the books of the Company in accordance with the following:
(a) The assets and liabilities of H&G of Chicago FM shall be recorded
at the amounts at which they are carried on the books of H&G of Chicago FM
immediately prior to the Effective Date with appropriate adjustment to
reflect the retirement of the 1,000 shares of Common Stock of the Company
presently issued and outstanding.
(b) There shall be credited to the Retained Earnings Account an amount
equal to that carried on the Retained Earnings Account of H&G of Chicago FM
immediately prior to the Effective Date.
13. Service of Process on the Company. The Company agrees that it may be
served with process in the State of Hawaii in any proceeding for enforcement of
any obligation of H&G of Chicago FM as well as for the enforcement of any
obligation of the Company arising from the merger.
3
46
14. Plan of Reorganization. This Agreement of Merger constitutes a Plan of
Reorganization to be carried out in the manner, on the terms and subject to the
conditions herein set forth.
15. Counterparts. This Agreement of Merger may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC.
- ------------------------- BY:
Secretary ----------------------------
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
/s/ John D. Watson, Jr.
- ------------------------- BY: /s/ Scott K. Ginsburg
Assistant Secretary ----------------------------
Scott K. Ginsburg,
President
Corporate Seal
4
47
14. Plan of Reorganization. This Agreement of Merger constitutes a Plan of
Reorganization to be carried out in the manner, on the terms and subject to the
conditions herein set forth.
15. Counterparts. This Agreement of Merger may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC.
- ------------------------- BY: /s/ Earl McDaniel
Secretary ---------------------------
Earl McDaniel,
Chairman of the Board
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
- ------------------------- BY:
Assistant Secretary ----------------------------
Scott K. Ginsburg,
President
Corporate Seal
4
48
CERTIFICATE OF THE ASSISTANT SECRETARY
OF
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
(a Delaware Corporation)
I, John D. Watson, Jr., the Assistant Secretary of Evergreen Media
Corporation of Chicago FM, hereby certify that the Plan and Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President and Assistant Secretary under the
corporate seal of said corporation, was duly approved and adopted by the written
consent of the holder of all of the outstanding stock entitled to vote thereon.
WITNESS my hand and seal of said Evergreen Media Corporation of Chicago FM
this 27th day of June, 1988.
/s/ John D. Watson, Jr.
(SEAL) ---------------------------
Assistant Secretary
49
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
50
SIXTH. The name of the person who is to serve as the initial director of
the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for 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 involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
51
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 20th day of June, 1988.
/s/ Eve M. Ellison
--------------------------
Eve M. Ellison
Incorporator
52
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "EVERGREEN MEDIA CORPORATION OF CHICAGO FM" IS DULY INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTH
DAY OF OCTOBER, A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO
DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
[SEAL] /s/ Edward J. Freel
------------------------------------
Edward, J. Freel, Secretary of State
AUTHENTICATION: 8687312
DATE: 10-06-97
53
2. Evergreen Media Corporation of Chicago FM:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
(MERGER W/ H&G COMMUNICATIONS OF CHICAGO FM, INC.)
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
54
State of Delaware
OFFICE OF THE SECRETARY OF STATE
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "EVERGREEN MEDIA CORPORATION OF CHICAGO FM" FILED IN THIS
OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ Michael Ratchford
-------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3646584
DATE: 11/03/1992
55
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
56
SIXTH. The name of the person who is to serve as the initial director of
the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. 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 by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for 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 involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
57
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 20th day of June, 1988.
/s/ Eve M. Ellison
-----------------------------------
Eve M. Ellison
Incorporator
58
PAGE 1
State of Delaware
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF EVERGREEN MEDIA CORPORATION OF CHICAGO FM FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
/s/ Michael Harkins
[SEAL] -----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1216897
DATE: 05/04/1989
59
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
60
SIXTH. The name of the person who is to serve as the initial director of
the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for 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 involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
61
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 20th day of June, 1988.
/s/ Eve M. Ellison
--------------------------
Eve M. Ellison
Incorporator
62
State of Delaware
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF EVERGREEN MEDIA CORPORATION OF CHICAGO FM FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1758942
DATE: 06/23/1988
63
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
64
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
65
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 20th day of June, 1988.
/s/ Eve M. Ellison
-----------------------
Eve M. Ellison
Incorporator
66
State of Delaware
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF EVERGREEN MEDIA CORPORATION OF CHICAGO FM FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1758942
DATE: 06/23/1988
67
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
68
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
69
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 20th day of June, 1988.
/s/ EVE M. ELLISON
---------------------
Eve M. Ellison
Incorporator
70
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER OF "H&G COMMUNICATIONS OF CHICAGO FM, INC." A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF HAWAII, MERGING WITH AND
INTO "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE UNDER THE NAME OF "EVERGREEN
MEDIA CORPORATION OF CHICAGO FM" AS RECEIVED AND FILED IN THIS OFFICE THE
THIRTIETH DAY OF JUNE, A.D. 1988, AT 9:15 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL
BE GOVERNED BY LAWS OF THE STATE OF DELAWARE.
| | | | | | | | | |
[SEAL] /s/ MICHAEL HARKINS
738182028 ----------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1770743
DATE: 06/30/1988
71
PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made this 27th day of June, 1988, between H&G
Communications of Chicago FM, Inc., a Hawaii corporation, hereinafter called
H&G of Chicago FM, and Evergreen Media Corporation of Chicago FM, a Delaware
corporation, hereinafter called the Company.
WHEREAS, H&G of Chicago FM has an authorized capital stock consisting of
1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares
have been duly issued and are now outstanding, and
WHEREAS, the Company has an authorized capital stock consisting of 1,000
shares of common stock, par value $1.00 per share, of which 1,000 shares have
been duly issued and are now outstanding, and
WHEREAS, the Board of Directors of H&G of Chicago FM and the Company,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their mutual sole shareholder, H&G
Communications, Inc., that H&G of Chicago FM merge with the Company under and
pursuant to the provisions of the Business Corporation Act of the State of
Hawaii and of the General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. Merger. H&G of Chicago FM shall be and, subject to compliance with the
laws of the States of Hawaii and Delaware as set forth below, it hereby is
merged into the Company.
2. Effective Date. This Agreement of Merger shall become effective
immediately upon compliance with all requirements to effectiveness under the
laws of the States of Hawaii and Delaware, the time of such effectiveness being
hereinafter called the Effective Date.
3. Surviving Corporation. The Company shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of H&G of Chicago FM shall cease
forthwith upon the Effective Date.
4. Authorized Capital. The authorized capital stock of the Company
following the Effective Date shall be 1,000 shares of Common Stock, par value
$1.00 per share,
72
unless and until the same shall be changed in accordance with the laws of the
State of Delaware.
5. Certificate of Incorporation. The Certificate of Incorporation of the
Company as of the date hereof, which is set forth as Appendix A hereto, shall
be the Certificate of Incorporation of the Company following the Effective
Date until such time, if ever, when the same shall be amended in accordance
with its terms and with the laws of the State of Delaware.
6. Bylaws. The Bylaws of the Company as they exist on the Effective Date
shall be the Bylaws of the Company following the Effective Date unless and
until the same shall be amended or repealed in accordance with the provisions
thereof.
7. Board of Directors and Officers. The members of the Board of Directors
and the officers of the Company immediately after the effective time of the
merger shall be those persons who were the members of the Board of Directors
and the officers, respectively, of the Company immediately prior to the
effective time of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the Bylaws, or until their
respective successors are elected and qualified.
8. Further Assurance of Title. If at any time the Company shall consider
or be advised that any acknowledgments or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and to
the Company any right, title or interest of H&G of Chicago FM held immediately
prior to the Effective Date, H&G of Chicago FM and its proper officers and
directors shall and will execute and deliver all such acknowledgments or
assurances in law and do all things necessary or proper to acknowledge or
confirm such right, title or interest in the Company as shall be necessary to
carry out the purposes of this Agreement of Merger, and the Company and the
proper officers and directors thereof are fully authorized to take any and all
such action in the name of H&G of Chicago FM or otherwise.
9. Retirement of Organization Stock. Forthwith upon the Effective Date,
each of the 1,000 shares of the Common Stock of the Company presently issued
and outstanding shall be retired, and no shares of the Common Stock or other
securities of the Company shall be issued in respect thereof.
10. Conversion of Outstanding Stock. Forthwith upon the Effective Date,
each of the issued and outstanding shares of Common Stock of H&G of Chicago FM
and all rights in respect thereof shall be converted into one fully paid and
nonassessable share of Common Stock of the Company, and each
2
73
certificate nominally representing shares of Common Stock of H&G of Chicago FM
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Company.
11. Rights and Liabilities of the Company. At and after the
effective time of the merger, the Company shall succeed to and possess, without
further act or deed, all of the estate, rights, privileges, powers and
franchises, both public and private, and all of the property, real, personal
and mixed, of each of the parties hereto; all debts due to H&G of Chicago FM or
whatever account shall be vested in the Company; all claims, demands, property,
rights, privileges, powers and franchises and every other interest of either of
the parties hereto shall be as effectively the property of the Company as they
were of the respective parties hereto; the title to any real estate vested by
deed or otherwise in H&G of Chicago FM shall not revert or be in any way
impaired by reason of the merger, but shall be vested in the Company; all
rights of creditors and all liens upon any property of either of the parties
hereto shall be preserved unimpaired, limited in lien to the property affected
by such lien at the effective time of the merger; all debts, liabilities and
duties of the respective parties hereto shall thenceforth attach to the Company
and may be enforced against it to the same extent as if such debts, liabilities
and duties had been incurred or contracted by it.
12. Book Entries. The merger contemplated hereby shall be treated
as a pooling of interests and as of the Effective Date entries shall be made
upon the books of the Company in accordance with the following:
(a) The assets and liabilities of H&G of Chicago FM shall
be recorded at the amounts at which they are carried on the books of
H&G of Chicago FM immediately prior to the Effective Date with
appropriate adjustment to reflect the retirement of the 1,000 shares
of Common Stock of the Company presently issued and outstanding.
(b) There shall be credited to the Retained Earnings
Account an amount equal to that carried on the Retained Earnings
Account of H&G of Chicago FM immediately prior to the Effective Date.
13. Service of Process on the Company. The Company agrees that it
may be served with process in the State of Hawaii in any proceeding for
enforcement of any obligation of H&G of Chicago FM as well as for the
enforcement of any obligation of the Company arising from the merger.
3
74
14. Plan of Reorganization. This Agreement of Merger constitutes a
Plan of Reorganization to be carried out in the manner, on the terms and
subject to the conditions herein set forth.
15. Counterparts. This Agreement of Merger may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC
/s/ BY: /s/ Earl McDaniel
- ---------------------------- ------------------------------
Secretary Earl McDaniel,
Chairman of the Board
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
/s/ John D. Watson, Jr. BY: /s/ Scott K. Ginsburg
- --------------------------- ------------------------------
Assistant Secretary Scott K. Ginsburg,
President
Corporate Seal
4
75
CERTIFICATE OF THE ASSISTANT SECRETARY
OF
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
(a Delaware Corporation)
I, John D. Watson, Jr., the Assistant Secretary of Evergreen Media
Corporation of Chicago FM, hereby certify that the Plan and Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President and Assistant Secretary under the
corporate seal of said corporation, was duly approved and adopted by the
written consent of the holder of all of the outstanding stock entitled to vote
thereon.
WITNESS my hand and seal of said Evergreen Media Corporation of Chicago FM
this 27th day of June, 1988.
(SEAL) /s/ John D. Watson, Jr.
-----------------------------
Assistant Secretary
76
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
77
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
78
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 20th day of June, 1988.
/s/ EVE M. ELLISON
-----------------------
Eve M. Ellison
Incorporator
79
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
----------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER OF "H&G COMMUNICATIONS OF CHICAGO FM, INC." A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF HAWAII, MERGING WITH AND
INTO "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE UNDER THE NAME OF "EVERGREEN
MEDIA CORPORATION OF CHICAGO FM" AS RECEIVED AND FILED IN THIS OFFICE THE
THIRTIETH DATE OF JUNE, A.D. 1988, AT 9:15 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL
BE GOVERNED BY LAWS OF THE STATE OF DELAWARE.
/s/ MICHAEL HARKINS
------------------------------------
[SEAL] Michael Harkins, Secretary of State
738182028
AUTHENTICATION: 1770746
DATE: 06/30/1988
80
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
--------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER OF "H&G COMMUNICATIONS OF CHICAGO FM, INC." A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF HAWAII, MERGING WITH AND
INTO "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE UNDER THE NAME OF "EVERGREEN
MEDIA CORPORATION OF CHICAGO FM" AS RECEIVED AND FILED IN THIS OFFICE THE
THIRTIETH DAY OF JUNE, A.D. 1988, AT 9:15 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL
BE GOVERNED BY LAWS OF THE STATE OF DELAWARE.
[SEAL] /s/ MICHAEL HARKINS
----------------------------------------
Michael Harkins, Secretary of State
738182028 AUTHENTICATION: 1770742
DATE: 06/30/1988
81
PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made this 27th day of June, 1988, between H&G
Communications of Chicago FM, Inc., a Hawaii corporation, hereinafter called
H&G of Chicago FM, and Evergreen Media Corporation of Chicago FM, a Delaware
corporation, hereinafter called the Company.
WHEREAS, H&G of Chicago FM has an authorized capital stock consisting of
1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares
have been duly issued and are now outstanding, and
WHEREAS, the Company has an authorized capital stock consisting of 1,000
shares of common stock, par value $1.00 per share, of which 1,000 shares have
been duly issued and are now outstanding, and
WHEREAS, the Board of Directors of H&G of Chicago FM and the Company,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their mutual sole shareholder, H&G
Communications, Inc., that H&G of Chicago FM merge with the Company under and
pursuant to the provisions of the Business Corporation Act of the State of
Hawaii and of the General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. MERGER. H&G of Chicago FM shall be and, subject to compliance with the
laws of the States of Hawaii and Delaware as set forth below, it hereby is
merged into the Company.
2. EFFECTIVE DATE. This Agreement of Merger shall become effective
immediately upon compliance with all requirements to effectiveness under the
laws of the States of Hawaii and Delaware, the time of such effectiveness being
hereinafter called the Effective Date.
3. SURVIVING CORPORATION. The Company shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of H&G of Chicago FM shall cease
forthwith upon the Effective Date.
4. AUTHORIZED CAPITAL. The authorized capital stock of the Company
following the Effective Date shall be 1,000 shares of Common Stock, par value
$1.00 per share, unless and until the same shall be changed in accordance with
the laws of the State of Delaware.
82
5. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of the
Company as of the date hereof, which is set forth as Appendix A hereto, shall
be the Certificate of Incorporation of the Company following the Effective
Date until such time, if ever, when the same shall be amended in accordance
with its terms and with the laws of the State of Delaware.
6. BYLAWS. The Bylaws of the Company as they exist on the Effective Date
shall be the Bylaws of the Company following the Effective Date unless and
until the same shall be amended or repealed in accordance with the provisions
thereof.
7. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and the officers of the Company immediately after the effective time of the
merger shall be those persons who were the members of the Board of Directors
and the officers, respectively, of the Company immediately prior to the
effective time of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the Bylaws, or until their
respective successors are elected and qualified.
8. FURTHER ASSURANCE OF TITLE. If at any time the Company shall consider
or be advised that any acknowledgments or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and to
the Company any right, title or interest of H&G of Chicago FM held immediately
prior to the Effective Date, H&G of Chicago FM and its proper officers and
directors shall and will execute and deliver all such acknowledgments or
assurances in law and do all things necessary or proper to acknowledge or
confirm such right, title or interest in the Company as shall be necessary to
carry out the purposes of this Agreement of Merger, and the Company and the
proper officers and directors thereof are fully authorized to take any and all
such action in the name of H&G of Chicago FM or otherwise.
9. RETIREMENT OF ORGANIZATION STOCK. Forthwith upon the Effective Date,
each of the 1,000 shares of the Common Stock of the Company presently issued
and outstanding shall be retired, and no shares of the Common Stock or other
securities of the Company shall be issued in respect thereof.
10. CONVERSION OF OUTSTANDING STOCK. Forthwith upon the Effective Date,
each of the issued and outstanding shares of Common Stock of H&G of Chicago FM
and all rights in respect thereof shall be converted into one fully paid and
nonassessable share of Common Stock of the Company, and each
2
83
certificate nominally representing shares of Common Stock of H&G of Chicago FM
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Company.
11. RIGHTS AND LIABILITIES OF THE COMPANY. At and after the effective
time of the merger, the Company shall succeed to and possess, without further
act or deed, all of the estate, rights, privileges, powers and franchises, both
public and private, and all of the property, real, personal and mixed, of each
of the parties hereto; all debts due to H&G of Chicago FM or whatever account
shall be vested in the Company; all claims, demands, property, rights,
privileges, powers and franchises and every other interest of either of the
parties hereto shall be as effectively the property of the Company as they were
of the respective parties hereto; the title to any real estate vested by deed
or otherwise in H&G of Chicago FM shall not revert or be in any way impaired by
reason of the merger, but shall be vested in the Company; all rights of
creditors and all liens upon any property of either of the parties hereto shall
be preserved unimpaired, limited in lien to the property affected by such lien
at the effective time of the merger; all debts, liabilities and duties of the
respective parties hereto shall thenceforth attach to the Company and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
12. BOOK ENTRIES. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon
the books of the Company in accordance with the following:
(a) The assets and liabilities of H&G of Chicago FM shall be recorded
at the amounts at which they are carried on the books of H&G of Chicago FM
immediately prior to the Effective Date with appropriate adjustment to
reflect the retirement of the 1,000 shares of Common Stock of the Company
presently issued and outstanding.
(b) There shall be credited to the Retained Earnings Account an
amount equal to that carried on the Retained Earnings Account of H&G of
Chicago FM immediately prior to the Effective Date.
13. SERVICE OF PROCESS ON THE COMPANY. The Company agrees that it may be
served with process in the State of Hawaii in any proceeding for enforcement of
any obligation of H&G of Chicago FM as well as for the enforcement of any
obligation of the Company arising from the merger.
3
84
14. PLAN OF REORGANIZATION. This Agreement of Merger constitutes a Plan
of Reorganization to be carried out in the manner, on the terms and subject to
the conditions herein set forth.
15. COUNTERPARTS. This Agreement of Merger may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC.
/s/
- -------------------------------- BY: /s/ Earl McDaniel
Secretary -------------------------------
Earl McDaniel
Chairman of the Board
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
/s/ John D. Watson, Jr.
- -------------------------------- BY: /s/ Scott K. Ginsburg
Assistant Secretary -------------------------------
Scott K. Ginsburg,
President
Corporate Seal
4
85
CERTIFICATE OF THE ASSISTANT SECRETARY
OF
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
(a Delaware Corporation)
I, John D. Watson, Jr., the Assistant Secretary of Evergreen Media
Corporation of Chicago FM, hereby certify that the Plan and Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President and Assistant Secretary under the
corporate seal of said corporation, was duly approved and adopted by the
written consent of the holder of all of the outstanding stock entitled to vote
thereon.
WITNESS my hand and seal of said Evergreen Media Corporation of Chicago FM
this 27th day of June, 1988.
(SEAL) /s/ John D. Watson, Jr.
-----------------------------
Assistant Secretary
86
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
87
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or re-
peal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
88
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 20th day of June, 1988.
/s/ Eve M. Ellison
-----------------------
Eve M. Ellison
Incorporator
89
State of Delaware
(Picture)
Office of Security of State
[ILLEGIBLE COPY]
[SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
Authentication: 1770746
Date: 06/30/1988
90
PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made this 27th day of June, 1988, between H&G
Communications of Chicago FM, Inc., a Hawaii corporation, hereinafter called
H&G of Chicago FM, and Evergreen Media Corporation of Chicago FM, a Delaware
corporation, hereinafter called the Company.
WHEREAS, H&G of Chicago FM has an authorized capital stock consisting
of 1,000 shares of common stock, par value $1.00 per share, of which 1,000
shares have been duly issued and are now outstanding, and
WHEREAS, the Company has an authorized capital stock consisting of
1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares
have been duly issued and are now outstanding, and
WHEREAS, the Board of Directors of H&G of Chicago FM and the Company,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their mutual sole shareholder, H&G
Communications, Inc., that H&G of Chicago FM merge with the Company under and
pursuant to the provisions of the Business Corporation Act of the State of
Hawaii and of the General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. Merger. H&G of Chicago FM shall be and, subject to compliance
with the laws of the States of Hawaii and Delaware as set forth below, it
hereby is merged into the Company.
2. Effective Date. This Agreement of Merger shall become
effective immediately upon compliance with all requirements to effectiveness
under the laws of the States of Hawaii and Delaware, the time of such
effectiveness being hereinafter called the Effective Date.
3. Surviving Corporation. The Company shall survive the merger
herein contemplated and shall continue to be governed by the laws of the State
of Delaware, but the separate corporate existence of H&G of Chicago FM shall
cease forthwith upon the Effective Date.
4. Authorized Capital. The authorized capital stock of the
Company following the Effective Date shall be 1,000 shares of Common Stock, par
value $1.00 per share,
91
unless and until the same shall be changed in accordance with the laws of the
State of Delaware.
5. Certificate of Incorporation. The Certificate of Incorporation
of the Company as of the date hereof, which is set forth as Appendix A hereto,
shall be the Certificate of Incorporation of the Company following the
Effective Date until such time, if ever, when the same shall be amended in
accordance with its terms and with the laws of the State of Delaware.
6. Bylaws. The Bylaws of the Company as they exist on the
Effective Date shall be the Bylaws of the Company following the Effective Date
unless and until the same shall be amended or repealed in accordance with the
provisions thereof.
7. Board of Directors and Officers. The members of the Board of
Directors and the officers of the Company immediately after the effective time
of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, of the Company immediately prior to
the effective time of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the Bylaws, or until their
respective successors are elected and qualified.
8. Further Assurance of Title. If at any time the Company shall
consider or be advised that any acknowledgments or assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm
in and to the Company any right, title or interest of H&G of Chicago FM held
immediately prior to the Effective Date, H&G of Chicago FM and its proper
officers and directors shall and will execute and deliver all such
acknowledgments or assurances in law and do all things necessary or proper to
acknowledge or confirm such right, title or interest in the Company as shall be
necessary to carry out the purposes of this Agreement of Merger, and the
Company and the proper officers and directors thereof are fully authorized
to take any and all such action in the name of H&G of Chicago FM or otherwise.
9. Retirement of Organization Stock. Forthwith upon the Effective
Date, each of the 1,000 shares of the Common Stock of the Company presently
issued and outstanding shall be retired, and no shares of the Common Stock or
other securities of the Company shall be issued in respect thereof.
10. Conversion of Outstanding Stock. Forthwith upon the Effective
Date, each of the issued and outstanding shares of Common Stock of H&G of
Chicago FM and all rights in respect thereof shall be converted into one fully
paid and nonassessable share of Common Stock of the Company, and each
2
92
certificate nominally representing shares of Common Stock of H&G of Chicago FM
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Company.
11. Rights and Liabilities of the Company. At and after the
effective time of the merger, the Company shall succeed to and possess, without
further act or deed, all of the estate, rights, privileges, powers and
franchises, both public and private, and all of the property, real, personal and
mixed, of each of the parties hereto; all debts due to H&G of Chicago FM or
whatever account shall be vested in the Company; all claims, demands, property,
rights, privileges, powers and franchises and every other interest of either of
the parties hereto shall be as effectively the property of the Company as they
were of the respective parties hereto; the title to any real estate vested by
deed or otherwise in H&G of Chicago FM shall not revert or be in any way
impaired by reason of the merger, but shall be vested in the Company; all
rights of creditors and all liens upon any property of either of the parties
hereto shall be preserved unimpaired, limited in lien to the property affected
by such lien at the effective time of the merger; all debts, liabilities and
duties of the respective parties hereto shall thenceforth attach to the Company
and may be enforced against it to the same extent as if such debts, liabilities
and duties had been incurred or contracted by it.
12. Book Entries. The merger contemplated hereby shall be treated
as a pooling of interests and as of the Effective Date entries shall be made
upon the books of the Company in accordance with the following:
(a) The assets and liabilities of H&G of Chicago FM shall be
recorded at the amounts at which they are carried on the books of H&G of
Chicago FM immediately prior to the Effective Date with appropriate adjustment
to reflect the retirement of the 1,000 shares of Common Stock of the Company
presently issued and outstanding.
(b) There shall be credited to the Retained Earnings Account
an amount equal to that carried on the Retained Earnings Account of H&G of
Chicago FM immediately prior to the Effective Date.
13. Service of Process on the Company. The Company agrees that it
may be served with process in the State of Hawaii in any proceeding for
enforcement of any obligation of H&G of Chicago FM as well as for the
enforcement of any obligation of the Company arising from the merger.
3
93
14. Plan Of Reorganization. This Agreement of Merger constitutes a
Plan of Reorganization to be carried out in the manner, on the terms and subject
to the conditions herein set forth.
15. Counterparts. This Agreement of Merger may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC.
/s/ BY: /s/ Earl McDaniel
- ----------------------- -------------------------
Secretary Earl McDaniel,
Chairman of the Board
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
/s/ John D. Watson, Jr. BY: /s/ Scott K. Ginsburg
- ----------------------- -------------------------
Assistant Secretary Scott K. Ginsburg,
President
Corporate Seal
4
94
CERTIFICATE OF THE ASSISTANT SECRETARY
OF
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
(a Delaware Corporation)
I, John D. Watson, Jr., the Assistant Secretary of Evergreen Media
Corporation of Chicago FM, hereby certify that the Plan and Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President and Assistant Secretary under the
corporate seal of said corporation, was duly approved and adopted by the
written consent of the holder of all of the outstanding stock entitled to vote
thereon.
WITNESS my hand and seal of said Evergreen Media Corporation of Chicago FM
this 27th day of June, 1988.
(SEAL) /s/ John D. Watson, Jr.
-----------------------------
Assistant Secretary
95
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000)shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
96
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or re-
peal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
97
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 20th day of June, 1988.
/s/ Eve M. Ellison
-----------------------
Eve M. Ellison
Incorporator
98
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
--------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER OF "H&G COMMUNICATIONS OF CHICAGO FM, INC." A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF HAWAII, MERGING WITH AND
INTO "EVERGREEN MEDIA CORPORATION OF CHICAGO FM", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE UNDER THE NAME OF "EVERGREEN
MEDIA CORPORATION OF CHICAGO FM" AS RECEIVED AND FILED IN THIS OFFICE THE
THIRTIETH DAY OF JUNE, A.D. 1988, AT 9:15 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL
BE GOVERNED BY LAWS OF THE STATE OF DELAWARE.
[SEAL] /s/ MICHAEL HARKINS
----------------------------------------
Michael Harkins, Secretary of State
888182025 AUTHENTICATION: 1770354
DATE: 06/30/1988
99
PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made this 27th day of June, 1988, between H&G
Communications of Chicago FM, Inc., a Hawaii corporation, hereinafter called
H&G of Chicago FM, and Evergreen Media Corporation of Chicago FM, a Delaware
corporation, hereinafter called the Company.
WHEREAS, H&G of Chicago FM has an authorized capital stock consisting of
1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares
have been duly issued and are now outstanding, and
WHEREAS, the Company has an authorized capital stock consisting of 1,000
shares of common stock, par value $1.00 per share, of which 1,000 shares have
been duly issued and are now outstanding, and
WHEREAS, the Board of Directors of H&G of Chicago FM and the Company,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their mutual sole shareholder, H&G
Communications, Inc., that H&G of Chicago FM merge with the Company under and
pursuant to the provisions of the Business Corporation Act of the State of
Hawaii and of the General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. Merger. H&G of Chicago FM shall be and, subject to compliance with the
laws of the States of Hawaii and Delaware as set forth below, it hereby is
merged into the Company.
2. Effective Date. This Agreement of Merger shall become effective
immediately upon compliance with all requirements to effectiveness under the
laws of the States of Hawaii and Delaware, the time of such effectiveness being
hereinafter called the Effective Date.
3. Surviving Corporation. The Company shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of H&G of Chicago FM shall cease
forthwith upon the Effective Date.
4. Authorized Capital. The authorized capital stock of the Company
following the Effective Date shall be 1,000 shares of Common Stock, par value
$1.00 per share,
100
unless and until the same shall be changed in accordance with the laws of the
State of Delaware.
5. Certificate of Incorporation. The Certificate of Incorporation of the
Company as of the date hereof, which is set forth as Appendix A hereto, shall
be the Certificate of Incorporation of the Company following the Effective
Date until such time, if ever, when the same shall be amended in accordance
with its terms and with the laws of the State of Delaware.
6. Bylaws. The Bylaws of the Company as they exist on the Effective Date
shall be the Bylaws of the Company following the Effective Date unless and
until the same shall be amended or repealed in accordance with the provisions
thereof.
7. Board of Directors and Officers. The members of the Board of Directors
and the officers of the Company immediately after the effective time of the
merger shall be those persons who were the members of the Board of Directors
and the officers, respectively, of the Company immediately prior to the
effective time of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the Bylaws, or until their
respective successors are elected and qualified.
8. Further Assurance of Title. If at any time the Company shall consider
or be advised that any acknowledgments or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and to
the Company any right, title or interest of H&G of Chicago FM held immediately
prior to the Effective Date, H&G of Chicago FM and its proper officers and
directors shall and will execute and deliver all such acknowledgments or
assurances in law and do all things necessary or proper to acknowledge or
confirm such right, title or interest in the Company as shall be necessary to
carry out the purposes of this Agreement of Merger, and the Company and the
proper officers and directors thereof are fully authorized to take any and all
such action in the name of H&G of Chicago FM or otherwise.
9. Retirement of Organization Stock. Forthwith upon the Effective Date,
each of the 1,000 shares of the Common Stock of the Company presently issued
and outstanding shall be retired, and no shares of the Common Stock or other
securities of the Company shall be issued in respect thereof.
10. Conversion of Outstanding Stock. Forthwith upon the Effective Date,
each of the issued and outstanding shares of Common Stock of H&G of Chicago FM
and all rights in respect thereof shall be converted into one fully paid and
nonassessable share of Common Stock of the Company, and each
2
101
certificate nominally representing shares of Common Stock of H&G of Chicago FM
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Company.
11. Rights and Liabilities of the Company. At and after the effective
time of the merger, the Company shall succeed to and possess, without further
act or deed, all of the estate, rights, privileges, powers and franchises, both
public and private, and all of the property, real, personal and mixed, of each
of the parties hereto; all debts due to H&G of Chicago FM or whatever account
shall be vested in the Company; all claims, demands, property, rights,
privileges, powers and franchises and every other interest of either of the
parties hereto shall be as effectively the property of the Company as they were
of the respective parties hereto; the title to any real estate vested by deed
or otherwise in H&G of Chicago FM shall not revert or be in any way impaired by
reason of the merger, but shall be vested in the Company; all rights of
creditors and all liens upon any property of either of the parties hereto shall
be preserved unimpaired, limited in lien to the property affected by such lien
at the effective time of the merger; all debts, liabilities and duties of the
respective parties hereto shall thenceforth attach to the Company and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
12. Book Entries. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon
the books of the Company in accordance with the following:
(a) The assets and liabilities of H&G of Chicago FM shall be recorded
at the amounts at which they are carried on the books of H&G of Chicago FM
immediately prior to the Effective Date with appropriate adjustment to
reflect the retirement of the 1,000 shares of Common Stock of the Company
presently issued and outstanding.
(b) There shall be credited to the Retained Earnings Account an
amount equal to that carried on the Retained Earnings Account of H&G of
Chicago FM immediately prior to the Effective Date.
13. Service of Process on the Company. The Company agrees that it may be
served with process in the State of Hawaii in any proceeding for enforcement of
any obligation of H&G of Chicago FM as well as for the enforcement of any
obligation of the Company arising from the merger.
3
102
14. Plan of Reorganization. This Agreement of Merger constitutes a Plan
of Reorganization to be carried out in the manner, on the terms and subject to
the conditions herein set forth.
15. Counterparts. This Agreement of Merger may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by an officer thereunto duly authorized and attested by
the Secretary or Assistant Secretary and its corporate seal to be hereunto
affixed.
ATTEST: H&G COMMUNICATIONS OF
CHICAGO FM, INC.
/s/
- -------------------------------- BY: /s/ Earl McDaniel
Secretary -------------------------------
Earl McDaniel,
Chairman of the Board
Corporate Seal
ATTEST: EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
/s/ John D. Watson, Jr.
- -------------------------------- BY: /s/ Scott K. Ginsburg
Assistant Secretary -------------------------------
Scott K. Ginsburg,
President
Corporate Seal
4
103
CERTIFICATE OF THE ASSISTANT SECRETARY
OF
EVERGREEN MEDIA CORPORATION
OF CHICAGO FM
(a Delaware Corporation)
I, John D. Watson, Jr., the Assistant Secretary of Evergreen Media
Corporation of Chicago FM, hereby certify that the Plan and Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President and Assistant Secretary under the
corporate seal of said corporation, was duly approved and adopted by the
written consent of the holder of all of the outstanding stock entitled to vote
thereon.
WITNESS my hand and seal of said Evergreen Media Corporation of Chicago FM
this 27th day of June, 1988.
(SEAL) /s/ John D. Watson, Jr.
-----------------------------
Assistant Secretary
104
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000)shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
105
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or re-
peal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
106
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 20th day of June, 1988.
/s/ EVE M. ELLISON
-----------------------
Eve M. Ellison
Incorporator
107
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders for common stock on
the basis on one vote per share, on all matters required or permitted to be
approved by vote of the corporations's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
108
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or re-
peal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
109
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 20th day of June, 1998.
/s/Eve M. Ellison
-----------------
Eve M. Ellison
Incorporator
110
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF EVERGREEN MEDIA CORPORATION OF CHICAGO FM FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1758947
DATE: 06/23/1988
111
STATE OF DELAWARE
[PICTURE]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF EVERGREEN MEDIA CORPORATION OF CHICAGO FM FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1758946
DATE: 06/23/1988
112
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
FIRST. The name of this corporation is:
EVERGREEN MEDIA CORPORATION OF CHICAGO FM
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of 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.
FOURTH. The corporation shall have authority to issue one thousand
(1,000) shares of common stock, with a par value of $1.00 per share. All voting
rights and powers shall be vested exclusively in the holders of common stock on
the basis of one vote per share, on all matters required or permitted to be
approved by vote of the corporation's stockholders.
FIFTH. The name and mailing address of the incorporator is:
Eve M. Ellison
LATHAM & WATKINS
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
113
SIXTH. The name of the person who is to serve as the initial director
of the corporation until his successor is elected and qualified, is:
Scott K. Ginsburg
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or re-
peal the by-laws of the corporation.
EIGHTH. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
NINTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
114
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 20th day of June, 1988.
/s/ EVE M. ELLISON
-----------------------
Eve M. Ellison
Incorporator