Microfilm Number Filed with the Department of State on
------------ -----------
Entity Number
--------------- ------------------------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirement of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: SJS ENTERTAINMENT CORPORATION
2. The (a) address of this corporation's current registered office in
this Commonwealth or (b) name or its commercial registered office
provider and the county of venue is (the Department is hereby
authorized to correct the following information to conform to the
records of the Department):
(a) 319 Market Street, Harrisburg PA 17101 Dauphin
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the country in which the
corporation is located for venue and official publication purposes.
3. The statute by or under which it was incorporated is
4. The date of its incorporation is: 11/30/95
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles
of Amendment in the Department of State.
The amendment shall be effective on:
6. (Check one of the following):
The amendment was adopted by the shareholders (or members )
pursuant to 16 Pa.C.S. ss. 1914(a) and (b).
X The amendment was adopted by the board of directors pursuant
to Pa.C.S. ss. 1914(C)
7. (Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full,
is as follows:
X The amendment adopted by the corporation is set forth in full
in Exhibit A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
The restated Articles of Incorporated supersede the original
Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
29th day of October 1998.
SJS ENTERTAINMENT CORPORATION
By:/s/ [illegible]
-------------------------------------
Title: Vice President
- 2 -
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
SJS ENTERTAINMENT CORPORATION
(the "Company")
WHEREAS, the Company, a corporation duly organized and
validly existing under the laws of the State of Pennsylvania, desires to change
the name of the company by amending its certificate in incorporation; and
WHEREAS, the undersigned, being all of the Directors of the
Company, in compliance with section 15 Pa.C.S. ss. 1914(c), do hereby adopt the
following resolutions by unanimous written consent; now therefore be it
RESOLVED, that the certificate of incorporation of the
Company is hereby amended by striking out Article FIRST thereof, and be it
FURTHER RESOLVED, that Article FIRST will be replaced with
the following "FIRST: The name of the corporation (hereinafter called the
"corporation") is SFX RADIO NETWORK, INC."
The Unanimous Written Consent may be executed in one or more
counterparts which, taken together, shall constitute the original action of the
Board of Directors of the Company and shall be filed with the proceedings of
the Board of Directors of the Company.
IN WITNESS WHEREOF; the undersigned Board of Directors of the
Company has executed this Written Consent as of the 29th day of October, 1998.
/s/ Robert F.X. Sillerman
-------------------------
Robert F.X. Sillerman
/s/ Howard J. Tytel
-------------------------
Howard J. Tytel
/s/ Michael G. Ferrel
-------------------------
Michael G. Ferrel
(CHANGES) BUREAU USE ONLY:
DOCKETING STATEMENT DSCS 15-1348
(Rev 95) ___REVENUE ___LABOR & INDUSTRY
___OTHER
FILING FEE: NONE FILE CODE
FILED DATE
This form (title in triplicate) and all accompanying documents shall be mailed
to:
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Part I. COMPLETE FOR EACH FILING:
Current name of entity or registrant affected by the submittal to which this
statement relates: (survivor or ____ entity if merger or consolidation)
SJS ENTERTAINMENT CORPORATION
Entity number, if known: NOTE: ENTITY NUMBER is the computer index number
assigned to an entity upon initial filing in the Department of State.
Incorporation/qualification date in Pa.: 11/30/95 State of Incorporation: Pa.
Federal identification Number: 23-2828323
Specified effective date, if any: n/a
Part II. COMPLETE FOR EACH FILING This statement is being submitted with (check
proper box):
X Amendment: complete Section A only
X Section A. CHANGES TO BE MADE TO THE ENTITY NAMED IN Part I: (Check
box/boxes which pertain)
X Name: to be changed to SFX RADIO NETWORK, INC.
- 2 -