COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Room 308, NORTH OFFICE BUILDING HARRISBURG, PENNSYLVANIA 17120 APRIL 04, 1990 DICESARE-ENGLER, INC. THE CORPORATION BUREAU IS HAPPY TO SEND YOU YOUR FILED DOCUMENT. PLEASE NOTE THE FILE DATE AND SIGNATURE OF THE SECRETARY OF THE COMMONWEALTH. THE CORPORATION BUREAU IS HERE TO SERVE YOU AND WANTS TO THANK YOU FOR DOING BUSINESS IN PENNSYLVANIA. ENTITY NUMBER: 0801966 MICROFILM NUMBER: 09015 1390-1391 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU 1. Name of Corporation: Cross Country Entertainment, Inc. 2. Location in Commonwealth: 4423 Bigelow Boulevard, Pittsburgh, PA 15213 3. Statute under which incorporated: The business Corporation Law of the Commonwealth of Pennsylvania, as approved May 5, 1933, P.L. 364, as amended. 4. Date of incorporation: July 2, 1984 5. Omitted 6. a. Outstanding shares: 1,000 shares b. Shares entitled to vote: 1,000 shares 7. a. Shares voted in favor of amendment: 1,000 shares 8. Amendment adopted: RESOLVED, that Paragraph 1 of the Articles of incorporation of Cross Country Entertainment, Inc., is hereby amended to read as follows: "The name of the corporation is DiCesare-Engler, Inc." Cross Country Entertainment, Inc. - ---------------- --------------------------------- (name of corporation) Attest: By: /s/ Patrick J. DiCesare - ------- --------------------------------- Patrick J. DiCesare /s/ Richard A. Engler President - --------------------------------- Richard A. Engler Secretary 2 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CERTIFICATE OF INCORPORATION Office of the Secretary of the Commonwealth To all to Whom These Presents Shall Come, Greeting: WHEREAS, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a "Certificate of Incorporation" evidencing the incorporation of an entity; WHEREAS, The Stipulations and conditions of the Law have been fully complied with; CROSS COUNTRY ENTERTAINMENT, INC. THEREFORE, KNOW YE, That subject to the constitution of this Commonwealth, and under the authority of the laws thereof, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified. Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth. Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this ____ and day of _______ in the year of our Lord one thousand nine hundred and eighty-four and of the Commonwealth the two hundred eighth. /s/ William R. Davis ----------------------------- Secretary of the Commonwealth 3 1. Cross Country Entertainment, Inc. 2. Address: 4423 Bigelow Boulevard Pittsburgh, PA 15213 3. Purpose of corporation: To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended, under which Act this corporation is incorporated, and for these other purposes to have, possess and enjoy all the rights, benefits and privileges of said Act (???) Assembly. 4. Term: Perpetual 5. Shares: 100,000 Shares Common Stock Par Value: $1.00 share 6. Name and address of incorporator: Gregory T. Nichols 1 Share Common 35 West Pittsburgh St. Greensburg, PA 15601 ......Signed June 28, 1984 /s/ Gregory T. Nichols -------------------------- Gregory T. Nichols 4