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EXHIBIT 3.29
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
AMENDMENT OF "EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP", CHANGING ITS
NAME FROM "EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP" TO "CHANCELLOR
MEDIA OF HOUSTON LIMITED PARTNERSHIP", FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF OCTOBER, A.D. 1997, AT 4:30 O'CLOCK P.M.
/s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 8713010
DATE: 10-21-97
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP
It is hereby certified that:
FIRST: The name of the limited partnership (hereinafter called the
"partnership") is:
Evergreen Media of Houston Limited Partnership
SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware
Code, the Certificate of Limited Partnership is amended as follows:
The new name of the partnership is:
CHANCELLOR MEDIA OF HOUSTON LIMITED PARTNERSHIP
The undersigned, a general partner of the partnership, executed this
Certificate of Amendment on 17 of October, 1997.
By: EVERGREEN MEDIA CORPORATION OF
HOUSTON, General Partner
By: /s/ OMAR CHOUCAIR
-----------------------------------
Name: Omar Choucair
Title: Vice President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/20/1997
971354394 - 2338643
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PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
LIMITED PARTNERSHIP OF "EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP", FILED
IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D. 1993, AT 4:30 O'CLOCK P.M.
* * * * * * * * * * * * * * * * *
[SEAL]
/s/ WILLIAM T. QUILLEN
----------------------------------------
William T. Quillen, Secretary of State
[SEAL]
AUTHENTICATION: *3931147
DATE: 06/10/1993
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CERTIFICATE OF LIMITED PARTNERSHIP
OF
EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP
The undersigned, desiring to form a limited partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17,
does hereby certify as follows:
I. The name of the limited partnership is Evergreen Media of
Houston Limited Partnership.
II. The address of the Partnership's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County
of New Castle. The name of the Partnership's registered agent for service of
process in the State of Delaware at such address is The Corporation Trust
Company.
III. The name and mailing address of the sole general partner is as
follows:
NAME MAILING ADDRESS
---- ---------------
Evergreen Media Corporation 433 E. Las Colinas Blvd.
of Houston Suite 1130
Irving, TX 75039
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership of Evergreen Media of Houston Limited Partnership as of
this 24 day of May, 1993.
EVERGREEN MEDIA CORPORATION
OF HOUSTON, a Delaware
corporation, Sole General Partner
By: /s/ SCOTT K. GINSBURG
-------------------------------
Scott K. Ginsburg, President
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CONSENT
Evergreen Media Corporation of Houston, a Delaware corporation, hereby
consents to the use of the name, "EVERGREEN MEDIA OF HOUSTON LIMITED
PARTNERSHIP" in Delaware by its affiliate, Evergreen Media of Houston Limited
Partnership.
Date: May 28, 1993
EVERGREEN MEDIA CORPORATION OF HOUSTON,
a Delaware corporation
By: /s/ SCOTT K. GINSBURG
----------------------------
Scott K. Ginsburg
President
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PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
LIMITED PARTNERSHIP OF "EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP" FILED
IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D. 1993, AT 4:30 O'CLOCK P.M.
* * * * * * * * * *
[SEAL] /s/ WILLIAM T. QUILLEN
--------------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3920407
DATE: 06/02/1993
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CERTIFICATE OF LIMITED PARTNERSHIP
OF
EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP
The undersigned, desiring to form a limited partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17,
does hereby certify as follows:
I. The name of the limited partnership is Evergreen Media of Houston
Limited Partnership.
II. The address of the Partnership's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle. The name of the Partnership's registered agent for service of
process in the State of Delaware at such address is The Corporation Trust
Company.
III. The name and mailing address of the sole general partner is as
follows:
NAME MAILING ADDRESS
---- ---------------
Evergreen Media Corporation 433 E. Las Colinas Blvd.
of Houston Suite 1130
Irving, TX 75039
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/28/1993
931525417 - 2338643
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership of Evergreen Media of Houston Limited Partnership as of
this 24 day of May, 1993.
EVERGREEN MEDIA CORPORATION
OF HOUSTON, a Delaware
corporation, Sole General Partner
By: /s/ SCOTT K. GINSBURG
---------------------------------
Scott K. Ginsburg, President
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------------------------------------------------------------
CHANCELLOR MEDIA OF HOUSTON LIMITED PARTNERSHIP
(Formerly: EVERGREEN MEDIA OF HOUSTON LIMITED PARTNERSHIP)
(A Delaware Limited Partnership)
AGREEMENT OF LIMITED PARTNERSHIP
------------------------------------------------------------
THE PARTNERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.
SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT
ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION
THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON
TRANSFERABILITY SET FORTH HEREIN.
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AGREEMENT OF LIMITED PARTNERSHIP
This Agreement of Limited Partnership (the "Agreement") has been made as
of this 24th day of May, 1993 at the offices of Latham & Watkins, Washington,
D.C., by and between Evergreen Media Corporation of Houston, a Delaware
corporation, whose address is 510 Lovett Boulevard, Houston, Texas 77006 (the
"General Partner") and Evergreen Media Corporation of San Francisco, a Delaware
corporation, whose address is 55 Francisco Street, San Francisco, California
94133 (the "Limited Partner").
ARTICLE ONE
THE PARTNERSHIP
1.01. Name. The name of the partnership shall be EVERGREEN MEDIA OF
HOUSTON LIMITED PARTNERSHIP, and such name shall be used at all times in
connection with Partnership business and affairs.
1.02. Purpose. The purpose and business of the Partnership shall be to
acquire, own and operate commercial radio stations in Houston, Texas, and in
such other places as the Partnership may determine (the "Stations"). Without
limiting the generality of the foregoing, the Partnership, through its General
Partner, is specifically authorized to acquire the assets used or useful in the
operation of Radio Stations KLOL(FM) and KTRH(AM), Houston, Texas.
1.03. Office and Agent for Service of Process. The principal office and
place of business of the Partnership shall be at 510 Lovett Boulevard, Houston,
Texas 77006. The agent for service of process shall be The Corporation Trust
Company with an address at 7209 Orange Street, Wilmington, Delaware 19801.
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1.04. Certificate. Promptly after the execution of this Agreement, the
General Partner shall execute, acknowledge, and file or cause to be filed with
the Secretary of State of the State of Delaware a Certificate of Limited
Partnership.
1.05. Term. The Partnership shall continue until the occurrence of an act
or event specified in this Agreement or by law as one effecting dissolution.
ARTICLE TWO
FINANCE
2.01. Partnership Shares. For purposes of this Agreement, the Partners'
respective Partnership Shares shall be as follows:
(a) General Partner:
Evergreen Media Corporation
of Houston 1%
(b) Limited Partner:
Evergreen Media Corporation
of San Francisco 99%
The Partnership Shares shall remain at the percentages specified above unless
changed by reappointment or assignment as provided in this Agreement or by
amendment to this Agreement.
The Partners shall acquire their shares in the partnership identified in
this Section 2.01 by making capital contributions as follows:
Evergreen Media Corporation
of Houston $ 1
Evergreen Media Corporation
of San Francisco $99
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2.02. Calls for Additional Capital. The General Partner may at any time
issue a call for additional capital contributions from the Partners. Such
contributions shall be made pro rata based upon the then-current Partnership
Shares. All capital contributions required to be made pursuant to this
subsection shall be remitted to the Partnership within fifteen (15) days
following notice from the General Partner of the capital call. The General
Partner may make capital calls for the purpose of repaying any indebtedness of
the Partnership incurred in any "Station Transaction." A "Station Transaction"
means the purchase or sale by, and assignment to or from, the Partnership of
substantially all of the assets of a broadcast station licensed by the Federal
Communications Commission, or the transfer to or from the Partnership of a
controlling interest in a person that is the licensee of a Station.
2.03. Capital Accounts. A capital account shall be established for each
Partner which shall reflect (a) all capital contributions made by such Partner
to the Partnership; (b) all items of Partnership income and gain allocated to
such Partner; (c) all distributions made to or on behalf of such Partner; and
(d) all items of Partnership cost, expense, loss, and deduction allocated to
such Partner. Each capital account shall be maintained in a manner
corresponding to the capital of the Partners as reported on the federal income
tax returns of the Partnership. The respective capital accounts of the Partners
shall not bear interest. Each Partner hereby waives any right to demand the
return of a capital contribution.
2.04. Allocation of Profits and Losses. All net profits, net losses,
deductions, and credits shall be allocated to the Partners in accordance with
their respective Partnership Shares. The General Partner may make such
additional allocations as may be necessary to meet the requirements of Section
704 of the Internal Revenue Code of 1986 and the regulations promulgated
thereunder (the "Code").
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2.05. Cash Distributions. Cash distributions during the term of the
Partnership shall be made at such times and in such amounts as the General
Partner shall determine in its discretion. Such distributions shall be made to
the Partners in accordance with their respective Partnership Shares.
2.06. Partnership Funds. All funds of the Partnership shall be deposited
in its name in such bank account or accounts, or invested in such
interest-bearing investments, as shall be determined by the General Partner in
its discretion. All withdrawals of funds shall be made by check or order signed
by an officer of the General Partner or by an agent or agents designated by the
General Partner from time to time. Partnership funds shall not be commingled
with those of any other person or entity.
2.07. Fiscal Year. The fiscal year of the Partnership shall be the
calendar year.
2.08. Income Tax Elections. All elections required or permitted to be made
by the Partnership under the Code shall be made by the General Partner in such
a manner that such elections, in its judgment, will be most advantageous to the
Partners. Each Partner will upon request supply the information necessary to
give effect to any such election.
ARTICLE THREE
BOOKS AND RECORDS
3.01. Accounting. The General Partner shall keep proper and complete books
of account in which shall be entered fully and accurately all transactions and
other matters relative to the Partnership's business and as are usually entered
into books of account maintained by persons engaged in the radio broadcasting
business. The Partnership's books of account shall be kept using a method of
accounting selected by the General Partner and maintained as required for
federal income tax purposes.
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3.02. Partnership Records. The Partnership's books and records shall be
kept at the Partnership's office where they shall be available for reasonable
inspection or examination by the Partners or their duly authorized
representatives during normal business hours.
ARTICLE FOUR
MANAGEMENT AND OPERATIONS
4.01. Management Generally. The General Partner shall have full and
exclusive power and authority to manage, control, administer and operate the
business and affairs of the Partnership, and to do or cause to be done any and
all acts deemed by the General Partner to be necessary or appropriate thereto,
and the scope of such power and authority shall encompass all matters in any
way connected with such business. Except as specifically provided in this
Agreement, the General Partner shall manage the Partnership. Notwithstanding
the foregoing, every contract, deed, mortgage, lease and other instrument
executed by the General Partner shall be conclusive evidence in favor of every
person or entity relying thereon or claiming thereunder that, at the time of
the delivery thereof, (a) the Partnership was in existence, and (b) the
execution and delivery thereof was duly authorized. Without limiting the
generality of the forgoing, the General Partner (acting through its duly
authorized officers) is specifically to cause the Partnership to enter into any
agreement required under Senior Secured Credit Facilities dated November 6,
1992 for Evergreen Media Corporation of Los Angeles from Various Lending
Institutions (the "Banks") Some of Which are also Acting as Co-Agents (the
"Co-Agents"), with Toronto Dominion (Texas), Inc. as Agent for the Co-Agents
and the Banks.
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4.02. Expenses of General Partner. The General Partner shall be
entitled to charge the Partnership, and to be reimbursed by it, for any and all
reasonable costs and expenses incurred by the General Partner in connection with
the operation of the Partnership's business.
4.03. Limitations on Limited Partners. A Limited Partner shall not
participate in the management or control of the Partnership, engage in any
activity which creates the potential for control of the Partnership, transact
any business on behalf of the Partnership, or have any power to act for or bind
the Partnership.
4.04. Dealings Outside the Partnership. No Partner shall engage in any
conduct which would impair the Partnership's qualifications to be an FCC
licensee.
ARTICLE FIVE
LIABILITY OF PARTNERS
5.01. Liability of General Partner. The General Partner shall not be
liable in damages or otherwise to the Partnership or any Partner for any action
taken or failure to act on behalf of the Partnership within the scope of the
authority conferred on the General Partner by this Agreement unless such act or
omission was performed or omitted fraudulently. In no event shall the General
Partner be liable for any loss or damage to Partnership property caused by acts
of a public enemy, natural disasters, or other causes beyond the General
Partner's control.
5.02. Liability of Limited Partners. No Limited Partner shall have any
personal liability, whether to the Partnership, to any of the Partners, or to
the creditors of the Partnership for the debts of the Partnership beyond the
amounts required to be contributed by it to the capital of the Partnership
pursuant to this Agreement.
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ARTICLE SIX
ADDITION AND WITHDRAWAL OF PARTNERS
6.01. Addition of Partners. No additional partners may be admitted to
the Partnership without the consent of all the Partners. The addition of a
general partner shall be subject to any necessary prior consent of the FCC.
6.02. Withdrawal of Partners. The General Partner may not withdraw
from the Partnership or transfer its interest in the Partnership without the
prior consent of the Partners.
6.03. Transfer of Partnership Interests. No Partnership Interest may
be transferred without the unanimous consent of all the Partners.
ARTICLE SEVEN
DISSOLUTION AND WINDING-UP
7.01. Events of Dissolution. The Partnership shall be dissolved:
(a) If the General Partner withdraws from the Partnership or there
otherwise ceases to be a General Partner;
(b) Upon the death, insanity, bankruptcy, retirement, resignation, or
withdrawal of the General Partner; provide, however, that all remaining Partners
may agree to continue the Partnership upon a unanimous vote;
(c) Upon the mutual consent of all of the Partners;
(d) Upon the entry of a decree of judicial dissolution; or
(e) In any event, at 11:59 p.m. on December 31, 2020.
The Partnership shall continue to exist following December 31, 2020, or
following the earlier happening of any of the foregoing events, solely for the
purpose of winding up its affairs.
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7.02. Final Accounting. Following the dissolution of the Partnership,
a proper accounting shall be made of the accounts of the Partnership, of each
Partner and of the Partnership's assets, liabilities and operations from the
date of the last previous accounting to the date of such dissolution.
7.03. Liquidating Trustee. Upon dissolution of the Partnership, the
General Partner (or, in the event of dissolution under Section 7.01(a), an agent
appointed by the remaining Partners) shall file a certificate of dissolution and
shall proceed diligently to wind up the affairs of the Partnership and
distribute its assets as liquidating trustee. During the interim, the
liquidating trustee shall continue to exploit the rights and properties of the
Partnership consistent with the liquidation thereof and each Partner shall
continue to share profits and losses as provided in this Agreement. In
connection with winding up the affairs of the Partnership, the liquidating
trustee may sell all properties owned by the Partnership at public or private
sale upon such terms and conditions as the liquidating trustee deems advisable.
7.04. Liquidation and Distribution. The net proceeds received by the
liquidating trustee upon the sale of the properties of the Partnership, if any,
and any remaining assets of the Partnership shall be applied and distributed in
cash or in kind in the following order of priority:
(a) To the payment of all debts, obligations, and liabilities of the
Partnership and the expenses of liquidation;
(b) To the establishment of any reserves which the liquidating trustee
may deem necessary for any contingent or unforeseen obligations or liabilities
of the Partnership, including, without limitation, payment of such reserves over
to a person, as escrow agent, to be held by such person for the purpose of
disbursing such reserves, and, upon the expiration
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of such period determined by the liquidating trustee to distribute the balance
as provided in this subsection:
(c) To the Partners in an amount sufficient to pay the remaining credit
balances, if any, of their respective capital accounts; provided, however, that
any Partner having a negative balance in his or its capital account shall,
prior to receiving any assets of the Partnership pursuant to this subsection
elect (i) to forego distributions of assets having a fair market value equal to
the negative balance; or (ii) to contribute cash in an amount equal to such
negative balance; or (iii) some combination of (i) and (ii).
(d) To the Partners in accordance with their respective Partnership Shares.
7.05. Termination. Upon completion of the liquidation of the Partnership
and the distribution of all funds of the Partnership, the liquidating trustee
shall execute and record a certificate of cancellation and the Partnership
shall terminate.
ARTICLE EIGHT
MISCELLANEOUS
8.01. Notices. Any and all notices permitted or required to be given under
this Agreement shall be in writing, signed by the Partner giving such notice,
and shall be delivered personally, or sent by registered or certified mail, to
the other Partners, at their address set forth in the preamble, or at such
other address as may be supplied in writing. The date of personal delivery or
the date of mailing, as the case may be, shall be the date of such notice.
8.02. Successors and Assigns. This Agreement, and each and every provision
hereof, shall be binding upon and shall inure to the benefit of the Partners,
their respective successors and assigns, and each Partner agrees, on behalf of
itself, its successors and assigns, to execute any instruments which may be
necessary and appropriate to carry out and
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execute the purpose and intentions of this Agreement, and hereby authorizes and
directs its successors and assigns to execute any and all such instruments.
Each and every successor-in-interest to any Partner, whether such successor
acquired such interest by way of gift, purchase, foreclosure, or by any other
method, shall hold such interest subject to all of the terms and provisions of
this Agreement.
8.03. Amendment. No change, modification or amendment of this Agreement
shall be valid or binding upon the Partners unless all Partners affirmatively
vote in favor of such change, modification or amendment.
8.04. No Waiver. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligation hereunder shall not be
a waiver of such Partner's right to demand strict compliance therewith in the
future.
8.05. Integration. This Agreement constitutes the full and complete
agreement of the Partners.
8.06. Captions. Titles or captions of articles and sections contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof.
8.07. Number and Gender. Whenever required by the context, the singular
number shall include the plural and the masculine or neuter gender shall
include all genders.
8.08. Counterparts. This Agreement may be executed in multiple copies,
each of which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
8.09. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
GENERAL PARTNER:
EVERGREEN MEDIA CORPORATION OF HOUSTON
By: /s/ SCOTT K. GINSBURG
-------------------------------------
Scott K. Ginsburg, President
LIMITED PARTNER:
EVERGREEN MEDIA CORPORATION OF
SAN FRANCISCO
By: /s/ SCOTT K. GINSBURG
-------------------------------------
Scott K. Ginsburg, President
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