UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
IHEARTCOMMUNICATIONS, INC.
(Name of Applicant)*
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of principal executive offices)
Securities to be Issued under the Indenture to be Qualified
Title of Class |
Amount | |
Senior Secured Notes | Undetermined amount |
Approximate date of proposed public offering: On, or as soon as practicable after the Effective Date under the Plan of Reorganization (as defined herein).
Name and registered address of agent for service:
Lauren E. Dean
Senior Vice President, Associate General Counsel and Assistant Secretary
iHeartCommunications, Inc.
20880 Stone Oak Parkway
San Antonio, Texas 78258
With a copy to:
James S. Rowe
Ana Sempertegui
Kirkland & Ellis LLP
Chicago, Illinois 60654
(312) 862-2000
The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the Trust Indenture Act), may determine upon the written request of the Applicants.
* | The Guarantors listed on the following page are also included in this Application as Applicants. |
EXPLANATORY NOTE
Reference is made to the Disclosure Statement (as may be amended or supplemented, the Disclosure Statement) for the Fourth Amended Joint Plan of Reorganization of iHeartMedia, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the Plan of Reorganization), copies of which will be included herein as Exhibits T3E.1 and T3E.2, respectively. Pursuant to the Plan of Reorganization, iHeartCommunications, Inc. and its subsidiary debtors will distribute an aggregate of $5,750.0 million in principal amount of new debt comprised of new term loans, new senior secured notes (the New Secured Notes) and/or new senior unsecured notes to certain of their creditors. The principal amount of each tranche of new debt, including the New Secured Notes, has not yet been determined.
GENERAL
7. | General Information. |
iHeartCommunications, Inc. (the Company or the Issuer) is a Texas corporation established in 1974. The guarantors identified below (the Guarantors and, together with the Company, the Applicants) have the following forms of organization and jurisdictions of formation or incorporation.
Guarantor |
Form |
Jurisdiction | ||
AMFM Broadcasting Licenses, LLC |
Limited liability company | Delaware | ||
AMFM Broadcasting, Inc. |
Corporation | Delaware | ||
AMFM Operating Inc. |
Corporation | Delaware | ||
AMFM Radio Licenses, LLC |
Limited liability company | Delaware | ||
AMFM Texas Broadcasting, LP |
Limited partnership | Delaware | ||
AMFM Texas Licenses, LLC |
Limited liability company | Texas | ||
AMFM Texas, LLC |
Limited liability company | Delaware | ||
Broader Media, LLC |
Limited liability company | Delaware | ||
Capstar Radio Operating Company |
Corporation | Delaware | ||
Capstar TX, LLC |
Limited liability company | Texas | ||
CC Broadcast Holdings, Inc. |
Corporation | Nevada | ||
CC Finco, LLC |
Limited liability company | Delaware | ||
CC Finco Holdings, LLC |
Limited liability company | Delaware | ||
CC Licenses, LLC |
Limited liability company | Delaware | ||
CCOI Holdco Parent II, LLC |
Limited liability company | Delaware | ||
Christal Radio Sales, Inc. |
Corporation | Delaware | ||
Cine Guarantors II, Inc. |
Corporation | California | ||
Citicasters Co. |
Corporation | Ohio | ||
Citicasters Licenses, Inc. |
Corporation | Texas | ||
Clear Channel Broadcasting Licenses, Inc. |
Corporation | Nevada | ||
Clear Channel Investments, Inc. |
Corporation | Nevada | ||
Clear Channel Metro, LLC |
Limited liability company | Delaware | ||
Clear Channel Mexico Holdings, Inc. |
Corporation | Nevada | ||
Clear Channel Real Estate, LLC |
Limited liability company | Delaware | ||
Critical Mass Media, Inc. |
Corporation | Ohio | ||
iHeartMedia Capital I, LLC |
Limited liability company | Delaware | ||
iHeartMedia + Entertainment, Inc. |
Corporation | Nevada | ||
iHeartMedia Management Services, Inc. |
Corporation | Texas | ||
iHeartMedia Tower Co. Holdings, LLC |
Limited liability company | Delaware | ||
iHM Identity, Inc. |
Corporation | Texas | ||
Katz Communications, Inc. |
Corporation | Delaware | ||
Katz Media Group, Inc. |
Corporation | Delaware | ||
Katz Millennium Sales & Marketing Inc. |
Corporation | Delaware | ||
Katz Net Radio Sales, Inc. |
Corporation | Delaware | ||
M Street Corporation |
Corporation | Washington | ||
Premiere Networks, Inc. |
Corporation | Delaware |
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Guarantor |
Form |
Jurisdiction | ||
Terrestrial RF Licensing, Inc. |
Corporation | Nevada | ||
TTWN Networks, LLC |
Limited liability company | Delaware | ||
TTWN Media Networks, LLC |
Limited liability company | Maryland |
8. | Securities Act Exemption Applicable. |
Pursuant to the terms of the Plan of Reorganization, the Applicants intend to offer, subject to the conditions set forth in the Disclosure Statement and the Plan of Reorganization, under an indenture to be qualified hereby (the Indenture), the New Secured Notes to holders of Allowed Claims (as defined in the Plan of Reorganization) of Classes 4, 5A, 5B, 6 and 7E (each, as defined in the Plan of Reorganization) (collectively, the Allowed Claimholders), which New Secured Notes will be guaranteed by the Guarantors.
The Plan of Reorganization will become effective on the date on which all conditions to the effectiveness of the Plan of Reorganization have been satisfied or waived (the Effective Date).
The issuance of the New Secured Notes is exempt from registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to the exemption provided by Section 1145(a)(1) of the United States Bankruptcy Code (the Bankruptcy Code). Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipients claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Company believes that the issuance of the New Secured Notes to the Allowed Claimholders will satisfy the aforementioned requirements.
AFFILIATIONS
9. | Affiliates. |
The diagrams filed herewith under Exhibit T3H indicate the relationship of the Applicants to each of their affiliates as of the date of this Application and after the Effective Date, as applicable. All of the entities appearing therein are expected to exist as of the consummation of the Plan of Reorganization in the ownership structure shown therein.
Certain directors and officers of the Applicants may be deemed to be affiliates of the Applicants by virtue of their positions with the Applicants. See Item 4, Directors and Executive Officers.
Certain persons may be deemed to be affiliates of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, Principal Owners of Voting Securities.
MANAGEMENT AND CONTROL
10. | Directors and Executive Officers. |
The following tables list the names and offices held by all directors and executive officers of each Applicant as of the date of this Application. Unless otherwise stated in any of the tables set forth below, the mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.
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The Company
The directors and executive officers of the Company are the following individuals.
Name |
Office | |
David C. Abrams |
Director | |
John N. Belitsos |
Director | |
Frederic F. Brace |
Director | |
Richard J. Bressler |
Director, President, Chief Operating Officer and Chief Financial Officer | |
James C. Carlisle |
Director | |
John P. Connaughton |
Director | |
Charles H. Cremens |
Director | |
Matthew J. Freeman |
Director | |
Laura Grattan |
Director | |
Blair E. Hendrix |
Director | |
Jonathon S. Jacobson |
Director | |
Robert W. Pittman |
Director | |
Scott M. Sperling |
Director | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President and Treasurer | |
Lauren E. Dean |
Senior Vice President, Associate General Counsel and Assistant Secretary | |
C. William Eccleshare |
Chairman and Chief Executive Officer - Clear Channel Outdoor International | |
Wendy Goldberg |
Executive Vice President - Communications | |
Scott D. Hamilton |
Senior Vice President, Chief Accounting Officer and Assistant Secretary | |
Juliana F. Hill |
Senior Vice President-Liquidity and Asset Management | |
Steven J. Macri |
Senior Vice President - Corporate Finance | |
Jessica Marventano |
Senior Vice President - Government Affairs | |
Paul McNicol |
Executive Vice President and Deputy General Counsel | |
Steve Mills |
Senior Vice President - Chief Information Officer | |
Robert W. Pittman |
Chairman and Chief Executive Officer | |
Duaine Smith |
Senior Vice President and General Auditor | |
Gayle Troberman |
Executive Vice President and Chief Marketing Officer | |
Robert H. Walls, Jr. |
Executive Vice President, General Counsel and Secretary | |
Scott R. Wells |
Chief Executive Officer - Clear Channel Outdoor Americas |
The Guarantors
The directors and executive officers of AMFM Broadcasting, Inc., AMFM Operating Inc., Capstar Radio Operating Company, CC Broadcast Holdings, Inc., Christal Radio Sales, Inc., Cine Guarantors II, Inc., Citicasters Co., Citicasters Licenses, Inc. Clear Channel Broadcasting Licenses, Inc., Critical Mass Media, Inc., iHeartMedia+Entertainment, Inc., Katz Communications, Inc., Katz Media Group, Inc., Katz Millennium Sales &
3
Marketing, Inc., Katz Net Radio Sales, Inc., M Street Corporation, Premiere Networks, Inc. and Terrestrial RF Licensing, Inc. are the following individuals.
Name |
Office | |
Richard J. Bressler |
Director, President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Jeff Littlejohn |
Executive Vice President - Engineering and Systems Integration - IHM | |
Steven J. Macri |
Executive Vice President and Chief Financial Officer - IHM | |
Robert H. Walls, Jr. |
Director, Executive Vice President, General Counsel and Secretary |
The managers and executive officers of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC and CC Licenses, LLC are the following individuals.
Name |
Office | |
Richard J. Bressler |
Manager, President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Jeff Littlejohn |
Executive Vice President - Engineering and Systems Integration - IHM | |
Steven J. Macri |
Executive Vice President and Chief Financial Officer - IHM | |
Robert H. Walls, Jr. |
Manager, Executive Vice President, General Counsel and Secretary |
The executive officers of AMFM Radio Licenses, LLC, AMFM Texas, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC are the following individuals. These entities are managed by their sole members.
Name |
Office | |
Richard J. Bressler |
President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Jeff Littlejohn |
Executive Vice President - Engineering and Systems Integration - IHM | |
Steven J. Macri |
Executive Vice President and Chief Financial Officer - IHM | |
Robert H. Walls, Jr. |
Executive Vice President, General Counsel and Secretary |
The general partner and limited partner of AMFM Texas Broadcasting, LP are as follows.
Name |
Office | |
AMFM Broadcasting, Inc. |
General Partner | |
AMFM Texas, LLC |
Limited Partner |
The managers and executive officers of Clear Channel Real Estate, LLC are the following individuals.
4
Name |
Office | |
Richard J. Bressler |
Manager, President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Robert H. Walls, Jr. |
Manager, Executive Vice President, General Counsel and Secretary |
The executive officers of Broader Media, LLC, CC Finco, LLC and CC Finco Holdings, LLC are the following individuals. These entities are managed by their sole members.
Name |
Office | |
Richard J. Bressler |
President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Robert H. Walls, Jr. |
Executive Vice President, General Counsel and Secretary |
The directors and executive officers of Clear Channel Investments, Inc., Clear Channel Mexico Holdings, Inc., iHeartMedia Management Services, Inc. and iHM Identity, Inc. are the following individuals.
Name |
Office | |
Richard J. Bressler |
Director, President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Robert H. Walls, Jr. |
Director, Executive Vice President, General Counsel and Secretary |
The executive officers of CCOI Holdco Parent II LLC are the following individuals. This entity is managed by its sole member.
Name |
Office | |
Richard J. Bressler |
President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President-Tax | |
David Burkett |
Assistant Secretary | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Katrin DeMarneffe |
Assistant Secretary | |
Lynn A. Feldman |
Executive Vice President, General Counsel and Assistant Secretary | |
Ade Galloway |
Assistant Secretary | |
Kim Heintz |
Executive Vice President-Human Resources | |
Gene Leehan |
Executive Vice President and Senior Regional President | |
Dan Levi |
Executive Vice President and Chief Marketing Officer | |
Salvador Llach |
Assistant Secretary | |
Bob McCuin |
Executive Vice President and President of Sales | |
David Sailer |
Executive Vice President and Chief Financial Officer | |
Debra Sirower |
Assistant Secretary | |
Robert H. Walls, Jr. |
Executive Vice President, General Counsel and Secretary | |
Scott R. Wells |
Chief Executive Officer and President |
5
The managers and executive officers of iHeartMedia Capital I, LLC are the following individuals.
Name |
Office | |
David C. Abrams |
Manager | |
John N. Belitsos |
Manager | |
Frederic F. Brace |
Manager | |
Richard J. Bressler |
Manager, President, Chief Operating Officer and Chief Financial Officer | |
James C. Carlisle |
Manager | |
John P. Connaughton |
Manager | |
Charles H. Cremens |
Manager | |
Matthew J. Freeman |
Manager | |
Laura Grattan |
Manager | |
Blair E. Hendrix |
Manager | |
Jonathon S. Jacobson |
Manager | |
Robert W. Pittman |
Manager | |
Scott M. Sperling |
Manager | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman, |
Senior Vice President and Treasurer | |
Lauren E. Dean |
Senior Vice President, Associate General Counsel and Assistant Secretary | |
C. William Eccleshare |
Chairman and Chief Executive Officer - Clear Channel Outdoor International | |
Wendy Goldberg |
Executive Vice President - Communications | |
Scott D. Hamilton |
Senior Vice President, Chief Accounting Officer and Assistant Secretary | |
Juliana F. Hill |
Senior Vice President-Liquidity and Asset Management | |
Steven J. Macri |
Senior Vice President - Corporate Finance | |
Jessica Marventano |
Senior Vice President-Government Affairs | |
Paul McNicol |
Executive Vice President and Deputy General Counsel | |
Steve Mills |
Senior Vice President - Chief Information Officer | |
Robert W. Pittman |
Chairman and Chief Executive Officer | |
Duaine Smith |
Senior Vice President and General Auditor | |
Gayle Troberman |
Executive Vice President and Chief Marketing Officer | |
Robert H. Walls, Jr. |
Executive Vice President, General Counsel and Secretary | |
Scott R. Wells |
Chief Executive Officer - Clear Channel Outdoor Americas |
The managers and executive officers of iHeartMedia Tower Co. Holdings, LLC are the following individuals.
Name |
Office | |
Richard J. Bressler |
Manager, President and Chief Financial Officer | |
Scott T. Bick |
Senior Vice President - Tax | |
Brian D. Coleman |
Senior Vice President, Treasurer and Assistant Secretary | |
Stephen G. Davis |
Senior Vice President - Real Estate, Facilities and Capital Management | |
Lauren E. Dean |
Vice President, Associate General Counsel and Assistant Secretary | |
Scott D. Hamilton |
Senior Vice President, Chief Accounting Officer and Assistant Secretary | |
Juliana F. Hill |
Senior Vice President - Liquidity and Asset Management | |
Jeff Littlejohn |
Executive Vice President - Engineering and Systems Integration - IHM | |
Steven J. Macri |
Executive Vice President and Chief Financial Officer - IHM | |
Robert H. Walls, Jr. |
Manager, Executive Vice President, General Counsel and Secretary |
6
11. | Principal Owners of Voting Securities. |
The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Applicants as of the date of this Application. The mailing address of each holder listed in each of the tables set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.
The Company
Name and Complete Mailing Address of Equityholder |
Title of Class Owned |
Amount Owned | Percentage of Voting Securities Owned |
|||||||||
iHeartMedia Capital I, LLC |
Common Stock | 500,000,000 | 100 | % |
It is anticipated that upon consummation of the Plan of Reorganization, iHeartMedia Capital I, LLC will continue to own all of the voting securities of the Company.
The Guarantors
Guarantor Name |
Name and Complete Mailing Address |
Title of Class |
Amount Owned |
Percentage of Voting Securities Owned |
||||||||
AMFM Broadcasting Licenses, LLC |
AMFM Broadcasting, Inc. |
Membership Interest |
N/A | 100 | % | |||||||
AMFM Broadcasting, Inc. |
AMFM Operating Inc. |
Common Stock, $0.10 per share |
1,000 | 100 | ||||||||
AMFM Operating Inc. |
Clear Channel Holdings, Inc. |
Common Stock, par value $0.01 per share |
1,040 | 100 | ||||||||
AMFM Radio Licenses, LLC |
Capstar Radio Operating Company |
Membership Interest |
N/A | 100 | ||||||||
AMFM Texas Broadcasting, LP |
AMFM Texas, LLC |
Partnership shares |
N/A | 99 | ||||||||
AMFM Texas Licenses, LLC |
Capstar Radio Operating Company |
Membership Interest |
N/A | 100 | ||||||||
AMFM Texas, LLC |
AMFM Broadcasting, Inc. |
Membership Interest |
N/A | 100 | ||||||||
Broader Media, LLC |
CC Finco Holdings, LLC |
Membership Interest |
N/A | 100 | ||||||||
Capstar Radio Operating Company |
AMFM Texas Broadcasting, LP |
Common Stock, par value $0.10 per share |
100 | 100 | ||||||||
Capstar TX, LLC |
Capstar Radio Operating Company |
Membership Interest |
N/A | 100 | ||||||||
CC Broadcast Holdings, Inc. |
CC Broadcasting Licenses, Inc. |
Common Stock, without par value |
1,000 | 100 | ||||||||
CC Finco, LLC |
CC Finco Holdings, LLC |
Membership Interest |
N/A | 100 | ||||||||
CC Finco Holdings, LLC |
iHeartCommunications, Inc. |
Membership Interest |
N/A | 100 | ||||||||
CC Licenses, LLC |
iHeartMedia + Entertainment, Inc. |
Membership Interest |
N/A | 100 |
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Guarantor Name |
Name and Complete Mailing Address |
Title of Class |
Amount Owned |
Percentage of Voting Securities Owned |
||||||||
CCOI Holdco Parent II, LLC |
Clear Channel Outdoor, Inc. |
Membership Interest |
N/A | 100 | ||||||||
Christal Radio Sales, Inc. |
Katz Communications, Inc. |
Common Stock, par value $1.00 per share |
1,000 | 100 | ||||||||
Cine Guarantors II, Inc. |
Citicasters Co. |
Common Stock, par value $1.00 per share |
100 | 100 | ||||||||
Citicasters Co. |
Clear Channel Holdings, Inc. |
Class A Common Stock, no par value |
100 | 100 | ||||||||
Citicasters Licenses, Inc. |
Citicasters Co. |
Common Stock, par value $1.00 per share |
1,000 | 100 | ||||||||
Clear Channel Broadcasting Licenses, Inc. |
Clear Channel Holdings, Inc. |
Common Stock, par value $0.10 per share |
100 | 100 | ||||||||
Clear Channel Investments, Inc. |
iHeartCommunications, Inc. |
Common Stock, par value $0.10 per share |
1,000 | 100 | ||||||||
Clear Channel Metro, LLC |
iHeartCommunications, Inc. |
Membership Interest |
N/A | 100 | ||||||||
Clear Channel Mexico Holdings, Inc. |
Clear Channel Holdings, Inc. |
Common Stock, without par value |
N/A | 100 | ||||||||
Clear Channel Real Estate, LLC |
Clear Channel Holdings, Inc. |
Membership Interest |
N/A | 100 | ||||||||
Critical Mass Media, Inc. |
Clear Channel Holdings, Inc. |
Common Stock, no par value |
100 | 100 | ||||||||
iHeartMedia Capital I, LLC |
iHeartMedia Capital II, LLC |
Membership Interest |
N/A | 100 | ||||||||
iHeartMedia + Entertainment, Inc. |
CC Broadcast Holdings, Inc. |
Common Stock, $0.10 per share |
100 | 100 | ||||||||
iHeartMedia Management Services, Inc. |
iHeartCommunications, Inc. |
Common Stock, par value $0.01 per share |
100 | 100 | ||||||||
iHeartMedia Tower Co. Holdings, LLC |
iHeartCommunications, Inc. |
Membership Interest |
N/A | 100 | ||||||||
iHM Identity, Inc. |
iHeartCommunications, Inc. |
Common Stock, par value $0.01 per share |
100 | 100 |
8
Guarantor Name |
Name and Complete Mailing Address |
Title of Class |
Amount Owned |
Percentage of Voting Securities Owned |
||||||||
Katz Communications, Inc. |
Katz Media Group, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 100 | ||||||||
Katz Media Group, Inc. |
AMFM Operating, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 100 | ||||||||
Katz Millennium Sales & Marketing Inc. |
Katz Communications, Inc. |
Common Stock, par value $0.10 per share |
10,000 | 100 | ||||||||
Katz Net Radio Sales, Inc. |
Katz Communications, Inc. |
Common Stock. par value $1.00 per share |
100 | 100 | ||||||||
M Street Corporation |
Critical Mass Media, Inc. |
Common Stock, without par value |
1,000 | 100 | ||||||||
Premiere Networks, Inc. |
Clear Channel Holdings, Inc. |
Common Stock, par value $0.01 per share |
2,909.601 | 100 | ||||||||
Terrestrial RF Licensing, Inc. |
iHeartMedia + Entertainment, Inc. |
Common Stock |
1,000 | 100 | ||||||||
TTWN Networks, LLC |
TTWN Networks, LLC |
Membership Interest |
N/A | 100 | ||||||||
TTWN Media Networks, LLC |
Clear Channel Metro, LLC |
Membership Interest |
N/A | 100 |
It is anticipated that upon consummation of the Plan of Reorganization, the equityholders listed above will continue to own all of the voting securities of the Guarantors.
UNDERWRITERS
12. | Underwriters. |
(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Applicants within three years prior to the date of the filing of this Application.
Name |
Mailing Address |
Offering | ||
Moelis & Company, LLC | 399 Park Avenue New York, New York 10022 |
February 2017 Exchange Offer of 10.0% Senior Notes due 2018 for 11.25% Priority Guarantee Notes due 2021 |
(b) There is no proposed principal underwriter for the New Secured Notes that are to be issued under the Indenture that is to be qualified under this Application.
9
CAPITAL SECURITIES
13. | Capitalization. |
(a) The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of the date of this Application.
The Company
Title of Class |
Amount Authorized | Amount Outstanding | ||||||
Common Stock, par value $0.10 per share |
500,000,000 | 500,000,000 | ||||||
9.0% Priority Guarantee Notes Due 2019 (1) |
N/A | 1,999,815,000 | ||||||
9.0% Priority Guarantee Notes Due 2021 (1) |
N/A | 1,750,000,000 | ||||||
11.25% Priority Guarantee Notes Due 2021 (1)(2) |
N/A | 870,546,000 | ||||||
9.0% Priority Guarantee Notes Due 2022 (1) |
N/A | 1,000,000,000 | ||||||
10.625% Priority Guarantee Notes Due 2023 (1) |
N/A | 950,000,000 | ||||||
14.0% Senior Notes due 2021 (1)(3) |
N/A | 2,235,471,975 | ||||||
Legacy Notes: (4) |
||||||||
5.50% Senior Notes due 2016 (5) |
N/A | 57,100,000 | ||||||
6.875% Senior Notes Due 2018 |
N/A | 175,000,000 | ||||||
7.25% Senior Notes Due 2027 |
N/A | 300,000,000 |
(1) | These securities are guaranteed on a senior basis by each of the Guarantors. |
(2) | Includes $180.8 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 held by the Companys subsidiaries. |
(3) | Includes $453.9 million aggregate principal amount of 14% Senior Notes due 2021 held by the Companys subsidiaries. |
(4) | These securities are not guaranteed by the Guarantors. |
(5) | Held by the Companys wholly-owned subsidiary, Clear Channel Holdings, Inc. |
The Guarantors
Company Name |
Title of Class |
Amount Authorized | Amount Outstanding | |||||||
AMFM Broadcasting Licenses, LLC |
Membership Interest |
N/A | N/A | |||||||
AMFM Broadcasting, Inc. |
Common Stock, $0.10 per share |
1,000 | 1,000 | |||||||
AMFM Operating Inc. |
Common Stock, par value $0.01 per share |
1,040 | 1,040 | |||||||
AMFM Radio Licenses, LLC |
Membership Interest |
N/A | N/A | |||||||
AMFM Texas Broadcasting, LP |
Partnership shares |
N/A | N/A | |||||||
AMFM Texas Licenses, LLC |
Membership Interest |
N/A | N/A | |||||||
AMFM Texas, LLC |
Membership Interest |
N/A | N/A | |||||||
Broader Media, LLC |
Membership Interest |
N/A | N/A | |||||||
Capstar Radio Operating Company |
Common Stock, par value $0.10 per share |
1,000 | 100 | |||||||
Capstar TX, LLC |
Membership Interest |
N/A | N/A | |||||||
CC Broadcast Holdings, Inc. |
Common Stock, without par value |
1,000 | 1,000 | |||||||
CC Finco, LLC |
Membership Interest |
N/A | N/A | |||||||
CC Finco Holdings, LLC |
Membership Interest |
N/A | N/A | |||||||
CC Licenses, LLC |
Membership Interest |
N/A | N/A | |||||||
CCOI Holdco Parent II, LLC |
Membership Interest |
N/A | N/A |
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Company Name |
Title of Class |
Amount Authorized | Amount Outstanding | |||||||
Christal Radio Sales, Inc. |
Common Stock, par value $1.00 per share |
1,000 | 1,000 | |||||||
Cine Guarantors II, Inc. |
Common Stock, par value $1.00 per share |
25,000 | 100 | |||||||
Citicasters Co. |
Class A Common Stock, no par value |
1,000 | 100 | |||||||
Class B Common Stock, no par value |
1,000 | 100 | ||||||||
Citicasters Licenses, Inc. |
Common Stock, par value $1.00 per share |
1,000 | 1,000 | |||||||
Clear Channel Broadcasting Licenses, Inc. |
Common Stock, par value $0.10 per share |
1,000 | 100 | |||||||
Clear Channel Investments, Inc. |
Common Stock, par value $0.10 per share |
1,000 | 1,000 | |||||||
Clear Channel Metro, LLC |
Membership Interest |
N/A | N/A | |||||||
Clear Channel Mexico Holdings, Inc. |
Common Stock, without par value |
1,000 | 2 | |||||||
Clear Channel Real Estate, LLC |
Membership Interest |
N/A | N/A | |||||||
Critical Mass Media, Inc. |
Common Stock, no par value |
750 | 100 | |||||||
iHeartMedia Capital I, LLC |
Membership Interest |
N/A | N/A | |||||||
iHeartMedia + Entertainment, Inc. |
Common Stock, $0.10 per share |
1,000 | 100 | |||||||
iHeartMedia Management Services, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 100 | |||||||
iHeartMedia Tower Co. Holdings, LLC |
Membership Interest |
N/A | N/A | |||||||
iHM Identity, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 100 | |||||||
Katz Communications, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 1,000 | |||||||
Katz Media Group, Inc. |
Common Stock, par value $0.01 per share |
1,000 | 1,000 | |||||||
Katz Millennium Sales & Marketing Inc. |
Common Stock, par value $0.10 per share |
10,000 | 10,000 | |||||||
Katz Net Radio Sales, Inc. |
Common Stock. par value $1.00 per share |
10,000 | 100 | |||||||
M Street Corporation |
Common Stock, without par value |
100,000 | 1,000 | |||||||
Premiere Networks, Inc. |
Common Stock, par value $0.01 per share |
14,000 | 2,909.601 | |||||||
Class A common stock, par value $0.010 per share |
20,000 | 0 | ||||||||
Preferred Stock, $0.01 per share |
5,000 | 0 | ||||||||
Terrestrial RF Licensing, Inc. |
Common Stock, par value $0.010 per share |
1,000 | 1,000 | |||||||
TTWN Networks, LLC |
Membership Interest |
N/A | N/A | |||||||
TTWN Media Networks, LLC |
Membership Interest |
N/A | N/A |
(b) Each holder of common stock of the Company and the Guarantors that are corporations has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. The Guarantors that are limited liability companies have a sole member and are either controlled by such sole member (in the case of AMFM Radio Licenses, LLC, AMFM Texas, LLC, Broader Media, LLC, CC Finco, LLC CC Finco Holdings, LLC, Clear
11
Channel Metro, LLC, CCOI Holdco Parent II, LLC, iHeartMedia Tower Co. Holdings, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC) or a board of managers (in the case of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC, CC Licenses, LLC, Clear Channel Real Estate, LLC and iHeartMedia Capital I, LLC). The Guarantors that are partnerships are controlled by their general partner.
Holders of the series of notes of the Company listed above have the voting rights with respect to the respective series of notes set forth under the respective indenture.
INDENTURE SECURITIES
14. | Analysis of Indenture Provisions. |
The New Secured Notes will be subject to the new Indenture to be entered into among the Company, the Guarantors, the trustee named therein (the Trustee) and the collateral agent named therein. The following is a general description of certain provisions expected to be included in the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed as Exhibit T3C herewith. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.
(a) | Events of Default; Withholding of Notice. |
The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the New Secured Notes; (2) default for 30 days or more in the payment when due of interest on or with respect to the New Secured Notes; (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25.0% in principal amount of the then outstanding New Secured Notes (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1), (2) or (8) below; (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the New Secured Notes, if both: (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, an aggregate amount to be determined at any one time outstanding; (5) failure by the Issuer or any other Significant Party to pay final non-appealable judgments aggregating in excess of an amount to be determined, which final judgments remain unpaid, undischarged and unstayed for a period of more than 90 days after such judgments become final, and in the event such judgments are covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgments or decrees which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to the Issuer or any other Significant Party (to the extent permitted by law); (7) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture; (8) the security interest in the Collateral created under any Security Document shall, at any time, cease to be in full force and effect and constitute a valid and perfected Lien with the priority required by the Indenture for any reason other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture or in accordance with the terms of the Intercreditor Agreements or the Security Documents or any security interest created under any Security Document shall be invalid or unenforceable, in each case, on any material portion of the Collateral purported to be covered thereby, or the Issuer or any Guarantor required to grant a security interest in Collateral shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is
12
invalid or unenforceable and in each case such failure or such assertion shall have continued uncured or unrescinded for a period of 30 days; or (9) failure of any Person required by the terms of the Indenture to be a Guarantor as of the Issue Date to execute a supplemental indenture to the Indenture within five Business Days following the Issue Date.
If any Event of Default (other than an Event of Default specified in clause (6) above occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then total outstanding New Secured Notes (with a copy to the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the New Secured Notes if, in the best judgment of the Trustee, acceleration is not in the best interest of the Holders of the New Secured Notes.
Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) above with respect to the Issuer, all outstanding New Secured Notes shall be due and payable without further action or notice.
If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall send to Holders of Notes a notice of the Default within 90 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.
(b) | Authentication and Delivery of New Secured Notes; Application of Proceeds. |
At least one Officer shall execute the New Secured Notes on behalf of the Issuer by manual or facsimile signature.
If an Officer whose signature is on a New Secured Note no longer holds that office at the time such New Secured Note is authenticated, such New Secured Note shall nevertheless be valid.
A New Secured Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of the Authentication Agent. The signature shall be conclusive evidence that the New Secured Note has been duly authenticated and delivered under the Indenture.
On the Issue Date, the Authentication Agent shall, upon receipt of an Issuer Order (an Authentication Order), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Authentication Agent shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued under the Indenture.
The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate New Secured Notes. An authenticating agent may authenticate New Secured Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.
The New Secured Notes shall be issuable in minimum denominations of $1.0 and integral multiples of $1.0 thereafter.
The Company will not receive any proceeds from the issuance of the New Secured Notes pursuant to the Plan of Reorganization.
(c) | Release of Collateral. |
Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreements or as provided in the Indenture, including upon sales or other dispositions of assets in compliance with the covenant entitled Asset Sales, the designation of a Restricted Guarantor as an Unrestricted Subsidiary with
13
respect to the property and assets of such entity, upon release of any Guarantor from its guarantee (with respect to the Guarantors assets securing such guarantee), pursuant to an amendment or waiver in accordance with the Indenture and as provided in the Intercreditor Agreements.
(d) | Satisfaction and Discharge. |
The Indenture shall be discharged and shall cease to be of further effect as to all the New Secured Notes and the Security Documents and pledges thereunder will be released, when either:
(2) all New Secured Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Authentication Agent for cancellation; or
(3)
(a) all New Secured Notes not theretofore delivered to the Authentication Agent for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee, the Registrar and the Paying Agent for the giving of notice of redemption by the Trustee, the Registrar or the Paying Agent in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the Holders of the New Secured Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the New Secured Notes not theretofore delivered to the Authentication Agent for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption thereof, as the case may be;
(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the New Secured Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under any Senior Credit Facilities or any other material agreement or instrument governing Indebtedness (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);
(c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and
(d) the Issuer has delivered irrevocable instructions to the Trustee, the Registrar and the Paying Agent to apply the deposited money toward the payment of the New Secured Notes at maturity or the redemption date, as the case may be.
In addition, the Issuer must deliver an Officers Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
(e) | Evidence of Compliance with Conditions and Covenants. |
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and
14
fulfilled each and every condition and covenant contained in the Indenture during such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of the Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).
When any Default has occurred and is continuing under the Indenture of which the Issuer is aware, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary of the Issuer gives any notice or takes any other action with respect to a claimed Default of which the Issuer is aware, the Issuer shall promptly (which shall be no more than five Business Days) deliver to the Trustee an Officers Certificate specifying such event and what action the Issuer proposes to take with respect thereto.
15. | Other Obligors. |
Other than the Applicants, no other person is an obligor with respect to the New Secured Notes.
CONTENTS OF APPLICATION FOR QUALIFICATION
This Application for Qualification comprises:
(a) | Pages numbered 1 to 20, consecutively. |
(b) | The Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.* |
(c) | The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee: |
Exhibit T3A.1 | Restated Articles of Incorporation, as amended, of iHeartCommunications, Inc. (Incorporated by reference to Exhibit 3.1 to the iHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-200971) filed on December 15, 2014). | |
Exhibit T3A.2 | Certificate of Formation of iHeartMedia Capital I, LLC, as amended (Incorporated by reference to Exhibit 3.3 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014). | |
Exhibit T3A.3 | Certificate of Incorporation of AMFM Broadcasting, Inc. (Incorporated by reference to Exhibit 3.1.5 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.4 | Amended and Restated Certificate of Incorporation of AMFM Operating Inc. (Incorporated by reference to Exhibit 3.1.9 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.5 | Certificate of Formation of Citicasters Licenses, Inc. (Incorporated by reference to Exhibit 3.1.29 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.6 | Certificate of Incorporation of Capstar Radio Operating Company (Incorporated by reference to Exhibit 3.1.19 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.7 | Articles of Incorporation of CC Broadcast Holdings, Inc. (Incorporated by reference to Exhibit 3.1.21 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.8 | Certificate of Incorporation of Christal Radio Sales, Inc. (Incorporated by reference to Exhibit 3.1.26 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.9 | Articles of Incorporation of Cine Guarantors II, Inc. (Incorporated by reference to Exhibit 3.1.27 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). |
15
Exhibit T3A.10 | Certificate of Amended Articles of Incorporation of Citicasters Co. (Incorporated by reference to Exhibit 3.1.28 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.11 | Articles of Incorporation of Clear Channel Broadcasting Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.1.31 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.12 | Articles of Incorporation of iHeartMedia+Entertainment, Inc., as amended (Incorporated by reference to Exhibit 3.23 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014). | |
Exhibit T3A.13 | Certificate of Formation of iHM Identity, Inc., as amended (Incorporated by reference to Exhibit 3.25 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014). | |
Exhibit T3A.14 | Articles of Incorporation of Clear Channel Investments, Inc. (Incorporated by reference to Exhibit 3.1.38 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.15 | Certificate of Formation of iHeartMedia Management Services, Inc., as amended. (Incorporated by reference to Exhibit 3.31 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014). | |
Exhibit T3A.16 | Articles of Incorporation of Clear Channel Mexico Holdings, Inc. (Incorporated by reference to Exhibit 3.1.40 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.17 | Articles of Incorporation of Critical Mass Media, Inc., as amended (Incorporated by reference to Exhibit 3.1.45 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.18 | Restated Certificate of Incorporation of Katz Communications, Inc. (Incorporated by reference to Exhibit 3.1.50 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.19 | Certificate of Incorporation of Katz Media Group, Inc., as amended (Incorporated by reference to Exhibit 3.1.51 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.20 | Certificate of Incorporation of Katz Millennium Sales & Marketing Inc., as amended (Incorporated by reference to Exhibit 3.1.52 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009. | |
Exhibit T3A.21 | Certificate of Incorporation of Katz Net Radio Sales, Inc., as amended (Incorporated by reference to Exhibit 3.1.53 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.22 | Articles of Incorporation of M Street Corporation (Incorporated by reference to Exhibit 3.1.55 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.23 | Certificate of Incorporation of Premiere Networks, Inc., as amended (Incorporated by reference to Exhibit 3.49 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014). | |
Exhibit T3A.24 | Articles of Incorporation of Terrestrial RF Licensing, Inc. (Incorporated by reference to Exhibit 3.1.58 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.25 | Certificate of Formation of CC Licenses, LLC (Incorporated by reference to Exhibit 3.1.23 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). |
16
Exhibit T3A.26 | Certificate of Formation of Clear Channel Real Estate, LLC, as amended (Incorporated by reference to Exhibit 3.1.41 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.27 | Certificate of Formation of AMFM Broadcasting Licenses, LLC (Incorporated by reference to Exhibit 3.1.4 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.28 | Certificate of Formation of AMFM Radio Licenses, LLC, as amended (Incorporated by reference to Exhibit 3.1.11 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.29 | Certificate of Formation of AMFM Texas, LLC (Incorporated by reference to Exhibit 3.1.15 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.30 | Certificate of Limited Partnership of AMFM Texas Broadcasting, LP, as amended (Incorporated by reference to Exhibit 3.1.13 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.31 | Certificate of Formation of AMFM Texas Licenses, LLC (Incorporated by reference to Exhibit 3.65 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011). | |
Exhibit T3A.32 | Certificate of Formation of Capstar TX, LLC (Incorporated by reference to Exhibit 3.67 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011). | |
Exhibit T3A.33 | Certificate of Formation of CC Finco Holdings, LLC (Incorporated by reference to Exhibit 3.1.22 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3A.34 | Certificate of Formation of Broader Media, LLC. | |
Exhibit T3A.35 | Certificate of Formation of CC Finco, LLC. | |
Exhibit T3A.36 | Certificate of Formation of CCOI Holdco Parent II, LLC. | |
Exhibit T3A.37 | Certificate of Incorporation of Clear Channel Metro, LLC. | |
Exhibit T3A.38 | Certificate of Formation of iHeartMedia Tower Co. Holdings, LLC. | |
Exhibit T3A.39 | Articles of Organization of TTWN Media Networks, LLC. | |
Exhibit T3A.40 | Certificate of Formation of TTWN Networks, LLC. | |
Exhibit T3B.1 | Seventh Amended and Restated Bylaws, as amended, of iHeartCommunications, Inc. (Incorporated by reference to Exhibit 3.2 to the iHeartCommunications, Inc. Annual Report on Form 10-K for the year ending December 31, 2007). | |
Exhibit T3B.2 | Limited Liability Company Agreement of iHeartMedia Capital I, LLC (Incorporated by reference to Exhibit 3.2.33 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.3 | Amended and Restated Bylaws of AMFM Broadcasting, Inc. (Incorporated by reference to Exhibit 3.2.5 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.4 | Bylaws of AMFM Operating Inc. (Incorporated by reference to Exhibit 3.2.9 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.5 | Bylaws of Citicasters Licenses, Inc. (Incorporated by reference to Exhibit 3.2.29 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). |
17
Exhibit T3B.6 | Bylaws of Capstar Radio Operating Company (Incorporated by reference to Exhibit 3.2.19 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.7 | Bylaws of CC Broadcast Holdings, Inc. (Incorporated by reference to Exhibit 3.2.21 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.8 | Amended and Restated Bylaws of Christal Radio Sales, Inc. (Incorporated by reference to Exhibit 3.2.26 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.9 | Amended and Restated Bylaws of Cine Guarantors II, Inc. (Incorporated by reference to Exhibit 3.2.27 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.10 | Amended and Restated Regulations of Citicasters Co. (Incorporated by reference to Exhibit 3.2.28 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.11 | Amended and Restated Bylaws of Clear Channel Broadcasting Licenses, Inc. (Incorporated by reference to Exhibit 3.2.31 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.12 | Amended and Restated Bylaws of iHeartMedia+Entertainment, Inc. (Incorporated by reference to Exhibit 3.2.32 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.13 | Bylaws of iHM Identity, Inc. (Incorporated by reference to Exhibit 3.2.37 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.14 | Bylaws of Clear Channel Investments, Inc. (Incorporated by reference to Exhibit 3.2.38 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.15 | Bylaws of iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit 3.2.39 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.16 | Bylaws of Clear Channel Mexico Holdings, Inc. (Incorporated by reference to Exhibit 3.2.40 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.17 | Amended and Restated Regulations of Critical Mass Media, Inc. (Incorporated by reference to Exhibit 3.2.45 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.18 | Bylaws of Katz Communications, Inc. (Incorporated by reference to Exhibit 3.2.50 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.19 | Bylaws of Katz Media Group, Inc. (Incorporated by reference to Exhibit 3.2.51 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.20 | Amended and Restated Bylaws of Katz Millennium Sales & Marketing Inc. (Incorporated by reference to Exhibit 3.2.52 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.21 | Amended and Restated Bylaws of Katz Net Radio Sales, Inc. (Incorporated by reference to Exhibit 3.2.53 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.22 | Amended and Restated Bylaws of M Street Corporation (Incorporated by reference to Exhibit 3.2.55 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). |
18
Exhibit T3B.23 | Amended and Restated Bylaws of Premiere Networks, Inc. (Incorporated by reference to Exhibit 3.2.56 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.24 | Amended and Restated Bylaws of Terrestrial RF Licensing, Inc. (Incorporated by reference to Exhibit 3.2.58 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.25 | Limited Liability Company Agreement of CC Licenses, LLC (Incorporated by reference to Exhibit 3.2.23 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.26 | Limited Liability Company Agreement of Clear Channel Real Estate, LLC (Incorporated by reference to Exhibit 3.2.41 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.27 | Amended and Restated Limited Liability Company Agreement of AMFM Broadcasting Licenses, LLC (Incorporated by reference to Exhibit 3.2.4 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30. | |
Exhibit T3B.28 | Limited Liability Company Agreement of AMFM Radio Licenses, LLC, as amended (Incorporated by reference to Exhibit 3.2.11 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.29 | Amended and Restated Limited Liability Company Agreement of AMFM Texas, LLC (Incorporated by reference to Exhibit 3.2.15 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.30 | Agreement of Limited Partnership of AMFM Texas Broadcasting, LP (Incorporated by reference to Exhibit 3.2.13 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.31 | Company Agreement of AMFM Texas Licenses, LLC (Incorporated by reference to Exhibit 3.66 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011). | |
Exhibit T3B.32 | Company Agreement of Capstar TX, LLC (Incorporated by reference to Exhibit 3.68 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011). | |
Exhibit T3B.33 | Limited Liability Company Agreement of CC Finco Holdings, LLC (Incorporated by reference to Exhibit 3.2.22 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009). | |
Exhibit T3B.34 | Limited Liability Company Agreement of Broader Media, LLC. | |
Exhibit T3B.35 | Limited Liability Company Agreement of CC Finco, LLC. | |
Exhibit T3B.36 | Limited Liability Company Agreement of CCOI Holdco Parent II, LLC. | |
Exhibit T3B.37 | Limited Liability Company Agreement of Clear Channel Metro, LLC. | |
Exhibit T3B.38 | Limited Liability Company Agreement of iHeartMedia Tower Co. Holdings, LLC. | |
Exhibit T3B.39 | Limited Liability Company Agreement of TTWN Media Networks, LLC. | |
Exhibit T3B.40 | Limited Liability Company Agreement Of TTWN Networks, LLC. | |
Exhibit T3C* | Form of new Indenture Governing the New Secured Notes. | |
Exhibit T3D | Not applicable. |
19
Exhibit T3E.1* | Disclosure Statement relating to the Amended Joint Plan of Reorganization of iHeartMedia, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code. | |
Exhibit T3E.2* | Amended Joint Plan of Reorganization of iHeartMedia, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code. | |
Exhibit T3F* | Cross-reference sheet (included in Exhibit T3C). | |
Exhibit T3G* | Form T-1 qualifying the Trustee under the new Indenture to be qualified pursuant to this Form T-3. | |
Exhibit T3H | Structure Chart. |
* | To be filed by amendment. |
20
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, iHeartCommunications, Inc., a corporation incorporated under the laws of Texas, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on September 26, 2018.
(SEAL) | IHEARTCOMMUNICATIONS, INC. | |||||||||||
Attest: | /s/ Shannon Stolle |
By: | /s/ Brian Coleman | |||||||||
Name: | Shannon Stolle | Name: | Brian Coleman | |||||||||
Title: | Senior Vice President and Treasurer |
Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on September 26, 2018.
(SEAL) |
AMFM BROADCASTING LICENSES, LLC | |||||||
AMFM BROADCASTING, INC. | ||||||||
Attest: |
/s/ Shannon Stolle |
AMFM OPERATING INC. | ||||||
Name: |
Shannon Stolle |
AMFM RADIO LICENSES, LLC | ||||||
AMFM TEXAS BROADCASTING, LP | ||||||||
AMFM TEXAS LICENSES, LLC | ||||||||
AMFM TEXAS, LLC | ||||||||
BROADER MEDIA, LLC | ||||||||
CAPSTAR RADIO OPERATING COMPANY | ||||||||
CAPSTAR TX, LLC | ||||||||
CC BROADCAST HOLDINGS, INC. | ||||||||
CC LICENSES, LLC | ||||||||
CC FINCO, LLC | ||||||||
CC FINCO HOLDINGS, LLC | ||||||||
CCOI HOLDCO PARENT II, LLC | ||||||||
CHRISTAL RADIO SALES, INC. | ||||||||
CINE GUARANTORS II, INC. | ||||||||
CITICASTERS CO. | ||||||||
CITICASTERS LICENSES, INC. | ||||||||
CLEAR CHANNEL BROADCASTING LICENSES, INC. | ||||||||
CLEAR CHANNEL INVESTMENTS, INC. | ||||||||
CLEAR CHANNEL METRO, LLC | ||||||||
CLEAR CHANNEL MEXICO HOLDINGS, INC. | ||||||||
CLEAR CHANNEL REAL ESTATE, LLC | ||||||||
CRITICAL MASS MEDIA, INC. | ||||||||
IHEARTMEDIA + ENTERTAINMENT, INC. | ||||||||
IHEARTMEDIA MANAGEMENT SERVICES, INC. | ||||||||
IHEARTMEDIA TOWER CO. HOLDINGS, LLC | ||||||||
IHM IDENTITY, INC. | ||||||||
KATZ COMMUNICATIONS, INC. | ||||||||
KATZ MEDIA GROUP, INC. | ||||||||
KATZ MILLENNIUM SALES & MARKETING INC. | ||||||||
KATZ NET RADIO SALES, INC. | ||||||||
M STREET CORPORATION | ||||||||
PREMIERE NETWORKS, INC. | ||||||||
TERRESTRIAL RF LICENSING, INC. | ||||||||
TTWN NETWORKS, LLC | ||||||||
TTWN MEDIA NETWORKS, LLC | ||||||||
By: |
/s/ Brian Coleman | |||||||
Name: | Brian Coleman | |||||||
Title: | Senior Vice President, Assistant Secretary and Treasurer |
Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantor has duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on September 26, 2018.
(SEAL) | IHEARTMEDIA CAPITAL I, LLC | |||||||||
Attest: | /s/ Shannon Stolle |
By: | /s/ Brian Coleman | |||||||
Name: | Shannon Stolle | Name: | Brian Coleman | |||||||
Title: | Senior Vice President and Treasurer |
Exhibit T3A.34
STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
OF
CC FINCO II, LLC
Pursuant to Title 6, Chapter 18, Sections 201 and 204
of the Delaware Code
This Certificate of CC Finco II, LLC is being duly executed and filed by Hamlet T. Newsom, Jr., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time.
(1) The name of the limited liability company formed hereby is CC Finco II, LLC.
(2) The address of the registered office of the limited liability company in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
(3) The name and address of the registered agent of the limited liability company for service of process on the limited liability company in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 11th day of June, 2009.
/s/ Hamlet T. Newsom, Jr. |
Hamlet T. Newsom, Jr. Authorized Person |
Exhibit T3A.35
Delaware |
PAGE 1 | |||
The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF CC FINCO, LLC, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2008, AT 5:24 OCLOCK P.M.
4625491 8100 081134491
|
Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6981147 DATE: 11-21-08 |
You may verify this certificate online
at corp.delaware.gov/authver.shtml
State of Delaware Secretary of State Division of Corporations Delivered 05:56 PM 11/20/08 FILED 05:24 PM 11/20/08 SRV 081134491 - 4625491 FILE |
STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
OF
CC FINCO, LLC
Pursuant to Title 6, Chapter 18, Sections 201 and 204
of the Delaware Code
This Certificate of CC Finco, LLC is being executed and filed by Hamlet T. Newsom, Jr., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time.
(1) The name of the limited liability company formed hereby is CC Finco, LLC.
(2) The address of the registered office of the limited liability in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
(3) The name and address of the registered agent of the limited liability company for service of process on the limited liability company in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 20th day of November, 2008.
/s/ Hamlet T. Newsom, Jr. |
Hamlet T. Newsom, Jr. |
Authorized Person |
Exhibit T3A.36
Delaware |
Page 1 | |||
The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF CCOI HOLDCO PARENT II, LLC, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2015, AT 11:50 OCLOCK A.M.
|
||||
5922308 8100 SR# 20151581440 |
Authentication: 10704470 Date: 12-30-15 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF FORMATION
OF
CCOI HOLDCO PARENT II, LLC
This Certificate of Formation is being executed as of December 30, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.
The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:
1. Name. The name of the limited liability company is CCOI Holdco Parent II, LLC (the Company).
2. Registered Office and Registered Agent. The Companys registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.
By: /s/ Joan D. Donovan |
Joan D. Donovan, an Authorized Person |
State of Delaware Secretary of State Division of Corporations Delivered 11:50 AM 12/30/2015 FILED 11:50 AM 12/30/2015 SR 20151581440 - »Number 5922308 |
Exhibit T3A.37
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF CLEAR CHANNEL METRO, LLC AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF JUNE, A.D. 2011, AT 6:17 OCLOCK P.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2011, AT 1:50 OCLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, CLEAR CHANNEL METRO, LLC.
CERTIFICATE OF FORMATION
OF
CLEAR CHANNEL METRO, LLC
* * * *
Adopted in accordance with the provisions of §18-101
of the Limited Liability Company Act
of the State of Delaware
* * * *
The undersigned, being duly authorized to execute and file this Certificate of Formation for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., does hereby certify as follows:
FIRST
The name of the limited liability company is Clear Channel Metro, LLC (the Company).
SECOND
The address of the Companys registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the 27th day of June, 2011.
/s/ Joan D. Donovan |
Name: Joan D. Donovan |
Title: Authorized Person |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. | The name of the limited liability company is CLEAR CHANNEL METRO, LLC |
2. | The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY. |
By: | /s/ Jennifer Kurz | |
Name: | Jennifer Kurz |
Exhibit T3A.38
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF IHEARTMEDIA TOWER CO. HOLDINGS, LLC, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF NOVEMBER, A.D. 2014, AT 11:34 OCLOCK A.M.
CERTIFICATE OF FORMATION
OF
IHEARTMEDIA TOWER CO. HOLDINGS, LLC
This Certificate of Formation is being executed as of November 18, 2014 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.
The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:
1. | Name. The name of the limited liability company is iHeartMedia Tower Co. Holdings, LLC (the Company). |
2. | Registered Office and Registered Agent. The Companys registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company. |
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.
By: | /s/ Joan D. Donovan | |
Joan D. Donovan, an Authorized Person |
Exhibit T3A.39
ARTICLES OF ORGANIZATION
OF
TTWN MEDIA NETWORKS, LLC
1. | Name. The name of the limited liability company formed hereby is TTWN Media Networks, LLC (the Company). |
2. | Purpose. The purpose for which the Company is filed is to engage in any lawful act or activity which may be carried on by a limited liability company under the laws of the State of Maryland. |
3. | Registered Office. The address of the registered office of the Company in the State of Maryland is c/o The Corporation Trust Company, 300 East Lombard Street, Baltimore, Maryland 21202. |
4. | Resident Agent. The name and address of the resident agent for service of process on the Company in the State of Maryland is The Corporation Trust Company, 300 East Lombard Street, Baltimore, Maryland 21202. |
IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on July 2, 2015.
/s/ Scott T. Bick |
NAME: | Scott T. Bick | |
Organizer |
I hereby consent to my designation in this document as resident agent for this limited liability company.
The Corporation Trust Company | ||
By: | /s/ Howard L. Volz | |
Name: | Howard L. Volz | |
Title: | Asst. Vice President |
CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** | ** KEEP WITH DOCUMENT ** | |
DOCUMENT CODE BUSINESS CODE |
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Close Stock Nonstock |
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P.A. Religious |
Merging (Transferor) |
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Surviving (Transferee) |
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FEES REMITTED | ||||||
Base Fee: |
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Org. & Cap. Fee: |
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Expedite Fee: |
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Change of Resident Agent | ||||
Penalty: |
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State Recordation Tax: |
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State Transfer Tax: |
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Designation of Resident Agent | ||||
and Resident Agents Address | ||||||
Certified Copies | Change of Business Code | |||||
Copy Fee: |
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Certificate of Status Fee: |
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Other: | Other Change(s) | |||||
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TOTAL FEES: |
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Credit Card Check Cash | Code | |||||
Documents on Checks | Attention: | |||||
Approved By: | Mail: Names and Address | |||||
Keyed By: | ||||||
COMMENT(S): |
2
STATE OF MARYLAND
ARTICLES OF CONVERSION
FROM
METRO NETWORKS COMMUNICATIONS, INC.
TO
TTWN MEDIA NETWORKS, LLC
Pursuant to Subtitle 11 of Title 4A of the Corporations and Associations article of the Code of Maryland (the Code), Metro Networks Communications, Inc., a Maryland corporation, (the Converting Entity), does hereby certify that:
1. | The Converting Entity was originally formed on August 7, 1978 under the name Metro Traffic Control, Inc. as a corporation in the State of Maryland. |
2. | The Converting Entity will be converted (the Conversion) to TTWN Media Networks, LLC, a limited liability company organized under the state of Maryland (the Converted Entity). |
3. | The Conversion has been approved in accordance with the provisions of Subtitle 11 of Title 4 A of the Corporations and Associations article of the Code of Maryland. |
4. | Upon the effectiveness of the Conversion, all of the outstanding shares of stock of the Converting Entity held by the sole stockholder will be converted into a one hundred percent (100%) membership interest in the Converted Entity. |
5. | These Articles of Conversion shall become effective as of the date of filing. |
METRO NETWORKS COMMUNICATIONS, INC. | ||
By: | /s/ Scott Bick | |
Scott Bick, Senior Vice President-Tax |
3
CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** | ** KEEP WITH DOCUMENT ** | |
DOCUMENT CODE BUSINESS CODE |
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# |
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Close Stock Nonstock |
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P.A. Religious |
Merging (Transferor) |
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Surviving (Transferee) |
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New Name |
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FEES REMITTED | ||||||
Base Fee: |
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Change of Name | ||||
Org. & Cap. Fee: |
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Change of Principal Office | ||||
Expedite Fee: |
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Change of Resident Agent | ||||
Penalty: |
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Change of Resident Agent Address | ||||
State Recordation Tax: |
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Resignation of Resident Agent | ||||
State Transfer Tax: |
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Designation of Resident Agent | ||||
and Resident Agents Address | ||||||
Certified Copies | Change of Business Code | |||||
Copy Fee: |
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Certificates | Adoption of Assumed Name | |||||
Certificate of Status Fee: |
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Personal Property Filings: |
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Mail Processing Fee: |
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Other: | Other Change(s) | |||||
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TOTAL FEES: |
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Approved By: | Mail: Names and Address | |||||
Keyed By: | ||||||
COMMENT(S): |
4
RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT
The directors/stockholders/general partner/authorized person of
(Name of Entity)
organized under the laws of passed the following resolution:
(State)
(Check applicable boxes)
☒ The principal office is changed from: (old address)
to: (new address)
☒ The name and address of the resident agent is changed from:
to:
I certify under penalties of perjury the foregoing is true.
Signed |
| |
Secretary or Assistant Secretary | ||
General Partner | ||
Authorized Person |
I hereby consent to my designation in this document as resident agent for this entity.
Signed |
| |
Resident Agent |
5
CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** | ** KEEP WITH DOCUMENT ** | |
DOCUMENT CODE BUSINESS CODE |
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Close Stock Nonstock |
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P.A. Religious |
Merging (Transferor) |
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Surviving (Transferee) |
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New Name |
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FEES REMITTED | ||||||
Base Fee: |
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Change of Name | ||||
Org. & Cap. Fee: |
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Change of Principal Office | ||||
Expedite Fee: |
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Change of Resident Agent | ||||
Penalty: |
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Change of Resident Agent Address | ||||
State Recordation Tax: |
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Resignation of Resident Agent | ||||
State Transfer Tax: |
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Designation of Resident Agent | ||||
and Resident Agents Address | ||||||
Certified Copies | Change of Business Code | |||||
Copy Fee: |
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Certificates | Adoption of Assumed Name | |||||
Certificate of Status Fee: |
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Personal Property Filings: |
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Mail Processing Fee: |
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Other: | Other Change(s) | |||||
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TOTAL FEES: |
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Credit Card Check Cash | Code | |||||
Documents on Checks | Attention: | |||||
Approved By: | Mail: Names and Address | |||||
Keyed By: | ||||||
COMMENT(S): |
6
Exhibit T3A.40
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF TTWN NETWORKS, LLC AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE THIRTY-FIRST DAY OF MAY, A.D. 1996, AT 3 OCLOCK P.M.
RESTATED CERTIFICATE, FILED THE FIFTEENTH DAY OF OCTOBER, A.D. 1996, AT 12:30 OCLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF SEPTEMBER, A.D. 1999, AT 3:01 OCLOCK P.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINETEENTH DAY OF MAY, A.D. 2003, AT 3:36 OCLOCK P.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2011, AT 1:53 OCLOCK P.M.
CERTIFICATE OF CONVERSION, FILED THE SECOND DAY OF JULY, A.D. 2015, AT 12:17 OCLOCK P.M.
Delaware
The First State
CERTIFICATE OF FORMATION, FILED THE SECOND DAY OF JULY, A.D. 2015, AT 12:17 OCLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, TTWN NETWORKS, LLC.
CERTIFICATE OF INCORPORATION
OF
METRO NETWORKS, INC.
I.
The name of the Corporation is Metro Networks, Inc
II
The address of the registered office of the Corporation in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.
III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
IV
The Corporation is authorized to issue two hundred (200) shares of Common Stock, $0.01 par value per share.
V
The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
VI
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.
VII.
Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.
VIII
No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this Article VIII shall not eliminate or limit the liability of a director (i) for any breach of such directors 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 the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which such director derives an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
IX
The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
X
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 statute, and all rights conferred on stockholders herein are granted subject to this reservation.
XI
The name and mailing address of the incorporator of the Corporation are:
Name |
Mailing Address | |
Mary Lee Liggett | c/o Paul, Hastings, Janofsky & Walker 399 Park Avenue 30th Floor New York, New York 10022 |
IN WITNESS WHEREOF, this Certificate has been signed on the 31st day of May, 1996.
/s/ Mary Lee Liggett |
Mary Lee Liggett, Incorporator |
4
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
METRO NETWORKS, INC.
*****
METRO NETWORKS, INC., a Corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That Metro Networks, Inc. (the Corporation) was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 31, 1996.
SECOND: That this Amended and Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of the Corporation and has been duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.
THIRD: That the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
1. | NAME. |
The name of the corporation is Metro Networks, Inc.
2. | REGISTERED OFFICE AND REGISTERED AGENT. |
The address of its registered office in the State of Delaware is Corporation Trust Center, 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.
3. | PURPOSE. |
The nature of the 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.
4. | EXISTENCE. |
The Corporation is to have perpetual existence.
5. | CAPITALIZATION. |
A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Thirty-five Million (35,000,000) shares consisting of Ten Million (10,000,000) shares of Preferred Stock, par value $.001 per share (hereinafter, the Preferred Stock), and Twenty-five Million (25,000,000) shares of Common Stock, par- value $.001 per
share (hereinafter, the Common Stock). The rights, preferences and privileges of holders of shares of Common Stock are subject to the rights of the holders of shares of the Series A Convertible Preferred Stock or any series of Preferred Stock which the corporation may designate and issue in the future. The Common Stock and the Series A Convertible Preferred Stock (as hereinafter defined) shall be nonassessable.
B. Other than the shares of the Series A Convertible Preferred Stock, the designations, powers, preferences and rights of which, and the qualifications, limitations and restrictions of which, are set forth below, the shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation is hereby authorized, by adopting appropriate resolutions and causing one or more certificates of designation to be executed, acknowledged, filed, recorded and to become effective in accordance with the General Corporation Law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights, dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of shares of Preferred Stock, or any of Metro Network» Inc. them/ and to increase or decrease the number of shares of any series subsequent to the issue of the shares of that series, but not above the total number of authorized shares of Preferred Stock and not below the number of shares of such series then outstanding. In case the number of any shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Except as may otherwise be required by law or this Amended and Restated Certificate of Incorporation, the terms of any series of Preferred Stock may be amended without the consent of the holders of any other series of Preferred Stock or of Common Stock.
C. Section 1. Designation and Amount. Seven million five hundred thousand (7,500,000) shares of Preferred Stock shall be designated as the Series A Convertible Preferred Stock, par value $.001 per share, without the prior approval of the holders of a majority of the then outstanding shares of the Series A Convertible Preferred Stock, no additional shares of or change of any characteristic or provision of the Series A Convertible Preferred Stock shall be authorized by the Board of Directors or issued by the Corporation. Shares of the Series A Convertible Preferred Stock retired, redeemed, purchased or otherwise acquired (other than in connection with a pledge arrangement) by the Corporation in any manner whatsoever shall be cancelled and shall not be reissued, sold or transferred.
Section 2. General Definitions. For purposes of this Article 5.C., the following definitions shall apply:
(a) Junior Securities means any equity security of any kind which the Corporation or any Subsidiary at any time issues or is authorized to issue, other than the shares of Series A Convertible Preferred Stock or as holders of a majority of the shares of then outstanding Series A Convertible Preferred Stock otherwise expressly designate.
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(b) Subsidiary means any corporation of which at least a majority of the shares of stock possessing voting power in electing the board of directors is, at the time as of which any determination is being made, owned by the Corporation, either directly or indirectly.
Section 3. Voting Rights, Holders of Series A Convertible Preferred Stock shall be entitled to one vote, voting with the holders of Common Stock as a class, for each share held on all matters submitted to a vote of stockholders and shall have no cumulative voting rights.
Section 4. Conversion of Series A Convertible Preferred stock. Each share of the Series A Convertible Preferred Stock, at the option of the holder, shall be convertible into one (1) share of Common Stock (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and similar events) upon the return of the Loaned Securities (as defined in that certain Stock Loan and Pledge Agreement between the Corporation and David I. Saperstein, dated October , 1996 (the Stock Loan and Pledge Agreement)) pursuant to the Stock Loan and Pledge Agreement, Such conversion shall be deemed to have been made immediately prior to the close of business on the date a holder of Series A Convertible Preferred Stock requests such conversion be made, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of the Series A Convertible Preferred Stock pursuant to this Section 3, (i) the shares of Preferred Stock designated as Series A Convertible Preferred Stock shall cease to be so designated, (ii) such shares shall remain authorized shares of Preferred Stock and (iii) such shares of Preferred Stock may be redesignated and included in another series of Preferred Stock pursuant to Article 5.B.
Section 5. Liquidation Rights.
(a) For purposes hereof, the term Liquidating Event shall mean (i) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, (ii) any consolidation or merger of the Corporation into another corporation or corporations (except in the case of a merger or consolidation in which the Corporation is the continuing corporation), or (iii) the sale or transfer by the Corporation of all or substantially all of its assets. Upon the occurrence of any Liquidating Event, the holders of shares of Series A Convertible Preferred Stock shall be entitled to receive ratably, before any distribution or payment is made upon any Common Stock or any other Junior Security, to be paid out of the assets of the Corporation available for distribution to its stockholders an amount per share of Series A Convertible Preferred Stock in cash equal to ten percent (10%) of the offering price of the Common Stock in the Corporations initial offer and sale of Common Stock for the account of the Corporation to the public. If upon any such Liquidating Event, the assets of the Corporation to be distributed among the holders of shares of Series A Convertible Preferred Stock shall be insufficient to permit payment to such holders of the aggregate amount which such holders are then entitled to be paid, then the entire assets of the Corporation to be distributed shall be distributed ratably among such holders so that an equal amount is received with respect to each share of Series A Convertible Preferred Stock. After the payment or the setting apart for payment to the holders of Series A Convertible Preferred Stock of the preferential amounts so payable to them upon a Liquidating Event, the holders of Common Stock and any other Junior Security shall be entitled to receive, ratably share for share without distinction as to class, the remaining
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assets of the Corporation, if any, based upon the number of shares of fully vested Common Stock or other Junior Security held by each such holder.
(b) The Corporation will mail written notice of any Liquidating Event, not less than 30 days prior to the date of such Liquidating Event, to each holder of shares of Series A Convertible Preferred Stock.
Section 6. Dividends. Holders of shares of Series A Convertible Preferred Stock shall not be entitled to dividends.
D. Section 1. Voting Rights. Holders of Common Stock shall be entitled to one vote for each share held on all matters submitted to a vote of stockholders and shall have no cumulative voting rights.
Section 2. Liquidation Rights. Upon the occurrence of any Liquidating Event, the holders of shares of Common Stock shall be entitled to receive ratably the net assets of the Corporation that may be available after the payment of all debts and other liabilities and subject to the prior rights of Preferred Stock that may be issued and outstanding at such time.
Section 3. Dividends. Holders of Common Stock shall be entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of Preferred Stock that may be issued at such time.
Section 4. Other Rights. Holders of Common Stock shall have no preemptive, subscription, redemption or conversion rights.
6. | LIMITATION OF LIABILITY OF DIRECTOR. |
No Director shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as a Director, except that this Article shall not eliminate or limit the liability of each Director: (i) for any breach of such Directors 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 such Director derived an improper personal benefit.
7. | MEETINGS OF STOCKHOLDERS. |
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
8. | INDEMNIFICATION OF DIRECTORS. |
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The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
9. | VACANCIES. |
Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority vote of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director, and each Director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which he or she has been elected expires and until such Directors successor shall have been duly elected and qualified. No decrease in the authorized number of Directors shall shorten the term of any incumbent Director.
10. | REMOVAL. |
A Director may be removed only for cause. A Director may be removed only by the holders of a majority of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in the election of Directors, considered for this purpose as one class.
11. | BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS. |
Pursuant to Section 203(b)(3) thereof, Section 203 of the General Corporation Law of the State of Delaware shall not apply to this Corporation. This paragraph shall not be effective until 12 months after the date hereof.
12. | AMENDMENTS TO BYLAWS. |
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 Bylaws of the Corporation.
13. | AMENDMENTS TO CERTIFICATE OF INCORPORATION. |
The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Certificate of Incorporation on behalf of the Corporation and hereby affirm that the statements made herein are true under the penalties of perjury, this 15th day of October, 1996.
METRO NETWORKS INC. | ||
By: | /s/ David I. Saperstein | |
David I. Saperstein, President | ||
ATTEST | ||
By: | /s/ Gary L. Worobow | |
Gary L. Worobow, Secretary |
CERTIFICATE OF MERGER
OF
COPTER ACQUISITION CORP
WITH AND INTO
METRO NETWORKS, INC.
In accordance with Section 251(c) of the General Corporation Law of the State of Delaware, the undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the DGCL),
DOES HEREBY CERTIFY THAT;
FIRST: The name and state of incorporation of each of the constituent corporations (the Constituent Corporations) of the merger (the Merger) is as follows:
Name |
State of Incorporation | |
Copter Acquisition Corp. (Copter) |
Delaware | |
Metro Networks, Inc, (Metro) |
Delaware |
SECOND: In accordance with the requirements of Section 251 of the DGCL, the Agreement and Plan of Merger, dated as of June 1, 1999, and amended as of August 20, 1999, by and among Westwood One, Inc., a Delaware corporation (Westwood), Copter, a direct, wholly-owned subsidiary of Westwood, and Metro (as amended, the Merger Agreement), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.
THIRD; Metro will be the surviving corporation (the Surviving Corporation) in the Merger, The name of the Surviving Corporation is Metro Networks, Inc.
FOURTH: The Restated Certificate of Incorporation of Metro shall be amended so as to read in its entirety as Exhibit A and shall constitute the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with applicable law and the terms thereof.
FIFTH: The executed Merger Agreement is on file at an office of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is 9540 Washington Boulevard, Culver City, California 90232,
SIXTH: On request, the Surviving Corporation will furnish without cost a copy of the Merger Agreement to any stockholder of the Constituent Corporations.
SEVENTH; The Merger shall be effective under the DGCL upon the filing of this Certificate of Merger.
IN WITNESS WHEREOF, the undersigned has signed his name, this 22nd day of September, 1999, and by such act affirms, under penalties of perjury, that this instrument constitutes the act and deed of Metro and that the facts stated herein are true.
METRO NETWORKS, INC. | ||
By: | /s/ Shane Coppola | |
Shane Coppola Executive Vice President |
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
METRO NETWORKS, INC.
FIRST: The name of the Corporation is Metro Networks, Inc.
SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.
FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.
FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Restated Certificate of Incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any by-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.
SIXTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the directors duty of loyalty to the Corporation or its stockholders» or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Restated Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director* officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification,
(c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith.
(d) Expenses incurred by an officer, director, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article, and the Corporation may adopt By-laws or enter into agreements with such persons for the purpose of providing for such advances.
(e) The indemnification permitted by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
(f) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of die Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise.
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
OF
METRO NETWORKS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the corporation) is:
METRO NETWORKS, INC.
2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.
3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
Signed on May 16, 2003 | ||
/s/ Tina Haut | ||
Name: | Tina Haut | |
Title: | Ex. Vice President |
STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE
The Board of Directors of METRO NETWORKS, INC., a Delaware Corporation, on this 26th day of August, A.D. 2011, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington County of New Castle Zip Code 19801.
The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY
The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 26th day of August A.D., 2011
By: /s/ Jennifer Kurz |
Name: Jennifer Kurz |
Title: Secretary |
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM
METRO NETWORKS, INC
(a Delaware corporation)
TO
TTWN NETWORKS, LLC
(a Delaware limited liability company)
Pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the Act), Metro Networks, Inc. (the Converting Entity), does hereby certify that:
1. | The Converting Entity was originally formed on May 31, 1996 in the State of Delaware. |
2. | The Converting Entity was organized immediately prior to the filing of this Certificate of Conversion in the State of Delaware. |
3. | The name of the Converting Entity immediately prior to the filing of this Certificate of Conversion was Metro Networks, Inc. and it was a corporation. |
4. | The name of the domestic limited liability company as set forth in its Certificate of Formation filed in accordance with Section 18-214(b)(2) of the Act is TTWN Networks, LLC. |
5. | This Certificate of Conversion shall become effective as of the date of filing. |
METRO NETWORKS, INC. |
/s/ Scott T. Bick |
Scott T. Bick, Senior Vice President-Tax |
CERTIFICATE OF FORMATION
OF
TTWN NETWORKS, LLC
1. | Name. The name of the limited liability company formed hereby is TTWN Networks, LLC (the Company). |
2. | Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street Wilmington, New Castle County, DE 19801. |
3. | Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street Wilmington, New Castle County, DE 19801. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on July 1, 2015.
/s/ Scott T. Bick |
NAME: Scott T. Bick Organizer |
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM
METRO NETWORKS, INC
(a Delaware corporation)
TO
TTWN NETWORKS, LLC
(a Delaware limited liability company)
Pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the Act), Metro Networks, Inc. (the Converting Entity), does hereby certify that:
1. | The Converting Entity was originally formed on May 31, 1996 in the State of Delaware. |
2. | The Converting Entity was organized immediately prior to the filing of this Certificate of Conversion in the State of Delaware. |
3. | The name of the Converting Entity immediately prior to the filing of this Certificate of Conversion was Metro Networks, Inc. and it was a corporation. |
4. | The name of the domestic limited liability company as set forth in its Certificate of Formation filed in accordance with Section 18-214(b)(2) of the Act is TTWN Networks, LLC. |
5. | This Certificate of Conversion shall become effective as of the date of filing. |
METRO NETWORKS, INC. |
/s/ Scott T. Bick |
Scott T. Bick, Senior Vice President-Tax |
CERTIFICATE OF FORMATION
OF
TTWN NETWORKS, LLC
1. | Name. The name of the limited liability company formed hereby is TTWN Networks, LLC (the Company). |
2. | Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street Wilmington, New Castle County, DE 19801. |
3. | Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street Wilmington, New Castle County, DE 19801. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on July 1, 2015.
/s/ Scott T. Bick |
NAME: Scott T. Bick Organizer |
Exhibit T3B.34
CC FINCO II. LLC
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) dated and effective as of June 11,2009 by CC Finco Holdings, LLC (the Member).
W I T N E S S E T H:
WHEREAS, the signatory hereto desires to become the sole member of a limited liability company known as CC Finco II, LLC (the Company) formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof; and WHEREAS, the signatory hereto desires to set forth certain of its rights and obligations with respect to the Company pursuant to the Delaware Act;
NOW, THEREFORE, the signatory hereto agrees as follows:
1. Formation. Hamlet T. Newsom, Jr. has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is CC Finco II, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office; Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
5. Nature of Business Permitted: Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the
Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. CC Finco Holdings, LLC shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Member, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company, or to sell or lease all or any substantial portion of the assets of the Company. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
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11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability. (a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification. (a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including
3
reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and (ii) no such person
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shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member: | ||
CC FINCO HOLDINGS, LLC | ||
By: | /s/ Hamlet T. Newsom, Jr. | |
Name: Hamlet T. Newsom, Jr. | ||
Title: Assistant Secretary |
Exhibit T3B.35
CC FINCO, LLC
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) dated and effective as of .November 20, 2008 by CC Finco Holdings, LLC (the Member).
WITNESSETH:
WHEREAS, the signatory hereto desires to become the sole member of a limited liability company known as CC Finco, LLC (the Company) formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof; and WHEREAS, the signatory hereto desires to set forth certain of its rights and obligations with respect to the Company pursuant to the Delaware Act;
NOW, THEREFORE, the signatory hereto agrees as follows:
1. Formation. Hamlet T. Newsom, Jr. has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is CC Finco, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office; Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the
Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. CC Finco Holdings, LLC shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Member, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company, or to sell or lease all or any substantial portion of the assets of the Company. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
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11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability. (a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification. (a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including
3
reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and (ii) no such person
4
shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member | ||
CC Finco Holdings, LLC | ||
By: | /s/ Hamlet T. Newsom, Jr. | |
Name: | Hamlet T. Newsom, Jr. | |
Title | Assistant Secretary |
[LLC Agreement of CC Finco, LLC]
Exhibit T3B.36
CCOI HOLDCO PARENT II, LLC
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) dated and effective as of December 30, 2015 by Clear Channel Outdoor, Inc. (the Member).
WITNESSETH:
WHEREAS, the signatory hereto desires to become the sole member of a limited liability company known as CCOI Holdco Parent II, LLC (the Company) formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof; and
WHEREAS, the signatory hereto desires to set forth certain of its rights and obligations with respect to the Company pursuant to the Delaware Act.
NOW, THEREFORE, the signatory hereto agrees as follows:
1. Formation. Joan Donovan has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is CCOI Holdco Parent II, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office; Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the
Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. Clear Channel Outdoor, Inc. shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Any officers so appointed will have such authority and perform such duties as the Member may, from time to time, delegate to them. Any number of offices may be held by a single person. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent. The initial officers are set forth on the attached Schedule 1.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
2
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability.
(a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification.
(a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the
3
part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
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18. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
[The remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member: | ||||
CLEAR CHANNEL OUTDOOR, INC. | ||||
By: | /s/ Scott T. Bick | |||
Name: | Scott T. Bick | |||
Title: | Senior Vice President - Tax |
[LLC Agreement of CCOI Holdco Parent II, LLC]
Schedule 1
Officers
Title |
Name | |
President, Chief Financial Officer |
Richard J. Bressler | |
Chief Executive Officer, Americas |
Scott Wells | |
Executive Vice President, General Counsel & Secretary |
Robert H. Walls, Jr. | |
Executive Vice President, General Counsel and Assistant Secretary |
Craig Gangi | |
Executive Vice President & Chief Financial Officer |
David Sailer | |
Senior Vice President - Tax |
Scott T. Bick | |
Senior Vice President, Treasurer & Assistant Secretary |
Brian D. Coleman | |
Vice President, Assistant General Counsel and Assistant Secretary |
Lauren E. Dean |
Exhibit T3B.37
CLEAR CHANNEL METRO, LLC
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) dated and effective as of June 27, 2011 by Clear Channel Communications, Inc. (the Member).
WITNESSETH:
WHEREAS, the signatory hereto desires to become the sole member of a limited liability company known as Clear Channel Metro, LLC (the Company) formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof; and
WHEREAS, the signatory hereto desires to set forth certain of its rights and obligations with respect to the Company pursuant to the Delaware Act.
NOW, THEREFORE, the signatory hereto agrees as follows:
1. Formation. Joan Donovan has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is Clear Channel Metro, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office: Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the
Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. Clear Channel Communications, Inc. shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Member, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company, or to sell or lease all or any substantial portion of the assets of the Company. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
2
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability.
(a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters
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contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification.
(a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
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(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member: | ||||
CLEAR CHANNEL COMMUNICATIONS, INC. | ||||
By: | /s/ Hamlet T. Newsom, Jr. | |||
Name: | Hamlet T. Newsom, Jr. | |||
Title: | Assistant Secretary |
[LLC Agreement of Clear Channel Metro, LLC]
Exhibit T3B.38
IHEARTMEDIA TOWER CO. HOLDINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) dated and effective as of November 18, 2014 by iHeartCommunications, Inc. (the Member).
W I T N E S S E T H:
WHEREAS, the signatory hereto desires to become the sole member of a limited liability company known as iHeartMedia Tower Co. Holdings, LLC (the Company) formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof; and
WHEREAS, the signatory hereto desires to set forth certain of its rights and obligations with respect to the Company pursuant to the Delaware Act.
NOW, THEREFORE, the signatory hereto agrees as follows:
1. Formation. Joan Donovan has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of. the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is iHeartMedia Tower Co. Holdings, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business. Registered Office: Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
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5. Nature of Business Permitted: Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such; powers and privileges are necessary or convenient, to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. iHeartCommunications, Inc. shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Any officers so appointed will have such authority and perform such duties as the Member may, from time to time, delegate to them. Any number of offices may be held by a single person. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent. The initial Officers are set forth on the attached Schedule 1.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any
2
remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or: at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability.
(a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contact, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification.
(a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs,
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damages, liabilities (joint or several), expenses of any nature )(including reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any. claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
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17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Persön from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member: | ||||
IHEARTCOMMUNICATIONS, INC. | ||||
By: | /s/ Hamlet T. Newsom, Jr. | |||
Name: Hamlet T. Newsom, Jr. | ||||
Title: Assistant Secretary |
[LLC Agreement of iHeartMedia Tower Co. Holdings, LLC]
Schedule 1
Officers
Title |
Name | |
President & Chief Financial Officer | Richard J. Bressler | |
Senior Vice President, Chief Accounting Officer & .Assistant Secretary | Scott D. Hamilton | |
Executive Vice President, General Counsel & Secretary | Robert H. Walls, Jr. | |
Senior Vice President - Tax | Scott T. Bick | |
Senior Vice President & Treasurer | Brian D. Coleman | |
Senior Vice President - Liquidity & Asset | Juliana F. Hill | |
Vice President, Associate General Counsel & Assistant Secretary | Hamlet T. Newsom, Jr. | |
Senior Vice President - Finance | Steven Macri |
Exhibit T3B.39
TTWN MEDIA NETWORKS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is dated and effective as of July 1, 2015 by TTWN Networks, LLC (the Member).
W I T N E S E T H:
WHEREAS, TTWN Media Networks, LLC, a Maryland limited liability company (the Company), was formed by the filing of its Articles of Organization (the Articles) pursuant to the Maryland Limited Liability Company Act (the Maryland Act) on the date hereof in connection with the conversion (the Conversion) of Metro Networks Communications, Inc., a Maryland corporation (the Converted Entity) into a limited liability company under the name TTWN Media Networks, LLC;
WHEREAS, pursuant to the Conversion, all of the outstanding shares of capital stock of the Converted Entity were converted into a one hundred percent (100%) membership interest in the Company; and
WHEREAS, the Member was previously a Delaware corporation known as Metro Networks, Inc. and immediately following the Conversion of the Converted Entity, it converted into a Delaware limited liability company under such name and desires to set forth certain of its rights and obligations with respect to the Company;
NOW, THEREFORE, the Member agrees as follows:
1. Formation. Scott Bick has acted as the organizer to form the Company as a Maryland limited liability company by preparing, executing and having filed with the Maryland Secretary of State the Articles pursuant to the Maryland Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is TTWN Networks, LLC.
3. Term. The term of the Company commenced upon the filing of the Articles with the Secretary of State of the State of Maryland, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office; Resident Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Maryland is as set forth in the Articles.
(c) The name and address of the resident agent for service of process on the Company in the State of Maryland is as set forth in the Articles.
5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Maryland Act and (ii) possess and may exercise all the powers and privileges granted by the Maryland Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. TTWN Networks, Inc. shall be the sole member (as such term is defined in the Maryland Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees (Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Member, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Maryland corporation would have to act for a Maryland corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company, or to sell or lease all or any substantial portion of the assets of the Company. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
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10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 4A-903 of the Maryland Act.
11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) (b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) (c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Maryland Secretary of State pursuant to the Maryland Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability.
(a) Except as otherwise provided in the Maryland Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the
3
amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 4A-906 of the Maryland Act.
15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification.
(a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities joint or several, expenses of any nature (including reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Maryland Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the
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Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Federal Tax Status. The Member intends that the Company shall be disregarded as an entity separate from its owner for federal income tax purposes.
19. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Maryland, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member:
TTWN NETWORKS, LLC | ||
By: | /s/ Scott T. Bick | |
Name: Scott T. Bick Title: Senior Vice President, Tax |
Exhibit T3B.40
TTWN NETWORKS, LLC
LIMITE» LIABILITY COMPANY AGREEMENT
This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is dated and effective as of June 30, 2015 by Clear Channel Metro, LLC (the Member).
W I T N E S S E T H:
WHEREAS, TTWN Networks, LLC, a Delaware limited liability company (the Company) was formed by the filing of a Certificate of Formation (the Certificate of Formation) pursuant to the Delaware Limited Liability Company Act (the Delaware Act) on the date hereof in connection with the conversion (the Conversion) of Metro Networks, Inc., a Delaware corporation (the Converted Entity) into a limited liability company under the name TTWN Networks, LLC;
WHEREAS, pursuant to the Conversion, all of the outstanding shares of capital stock of the Converted Entity were converted into a one hundred percent (100%) membership interest in the Company; and WHEREAS, the Member desires to set forth certain of its rights and obligations with respect to the Company;
NOW, THEREFORE, the Member agrees as follows:
1. Formation. Scott Bick has acted as the organizer to form the Company as a Delaware limited liability company by preparing, executing and having filed with the Delaware Secretary of State the Certificate of Formation pursuant to the Delaware Act. The Member hereby confirms and ratifies such formation of the Company and forever discharges such organizer, and such organizer shall be indemnified by the Company, from and against any expense or liability actually incurred by such organizer by reason of having been the organizer of the Company.
2. Name. The name of the Company is TTWN Networks, LLC.
3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 10 hereof.
4. Principal Place of Business, Registered Office; Registered Agent.
(a) The principal place of business of the Company shall be located at such place as the Member shall determine and the Company may change such principal place of business or establish other places of business as the Member may from time to time deem advisable.
(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.
(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.
5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.
6. Sole Member. Clear Channel Metro, LLC shall be the sole member (as such term is defined in the Delaware Act) of the Company.
7. Management. The management of the Company shall be vested in the Member which may from time to time engage or employ such other agents and employees Representatives) as it may deem advisable, each of whom shall perform such duties as the Member may from time to time determine. The Member may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, person shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
8. Officers. The Member shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Member deems appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Member, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that unless such power is specifically delegated to the officer in question either for a specific transaction or generally, no such officer shall have the power to acquire or lease real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Company, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any person, to give guarantees or indemnities, to merge, liquidate or dissolve the Company, or to sell or lease all or any substantial portion of the assets of the Company. The Member may, at any time, remove, with or without cause, any person serving as an officer or an agent.
9. Capital Contribution. The Member has made a capital contribution to the Company in the amount of $100. Except as the Member may otherwise agree in writing, the Member shall not be under any obligation to make any further capital contributions to the Company.
10. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
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(a) the written consent of the Member;
(b) the dissolution or withdrawal of the Member; or
(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.
11. Winding Up. Upon the dissolution of the Company, the Member may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Companys business, dispose of and covey the Companys property, discharge the Companys liabilities and distribute to the Member any remaining assets of the Company, all without affecting the liability of the Member. Upon winding up of the Company, the assets shall be distributed as follows:
(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;
(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Member); and
(c) third, to the Member.
12. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.
13. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.
14. Liability.
(a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any partner, manager or other affiliate, agent or representative of the Member, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the Indemnified Persons), shall be obligated personally for any such debt, obligation or liability.
(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Member in writing, the Member, in its capacity as the sole member of the Company, shall have no liability in excess of (i) the amount of its capital contribution to the Company, (ii) the amount standing in its capital account with the Company and (iii) the amount of any distributions made by the Company to the Member in violation of Section 18-607 of the Delaware Act.
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15. Exculpation. Neither the Member nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Member or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such persons willful misfeasance, bad faith or gross negligence.
16. Indemnification.
(a) The Company shall indemnify and hold harmless the Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities joint or several), expenses of any nature (including reasonable attorneys fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) the Members status as a member or manager of the Company or any Representatives status as a representative of the Company or (v) any action taken by the Member or any Representative under this Agreement or otherwise on behalf of the Company (collectively, Liabilities), regardless of whether the Member continues to be a member of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 14 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Persons conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Persons conduct constituted willful misfeasance, bad faith or gross negligence.
(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 16(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 16(a).
(c) The indemnification provided by this Section 16 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.
(d) The Company may purchase and maintain insurance, at the Companys expense, on behalf of one or more of the Indemnified Persons and such other persons as the Member shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons acts or omissions in respect of the Company regardless of whether the Company would
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have the power to indemnify such person against such liability or expense under the provisions of this Agreement.
(e) Any indemnification under this Section 16 shall be satisfied solely out of the assets of the Company. The Member shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
17. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude the Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.
18. Federal Tax Status. The Member intends that the Company shall be disregarded as an entity separate from its owner for federal income tax purposes.
19. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.
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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.
Member: | ||||
CLEAR CHANNEL METRO, LLC | ||||
By: | /s/ Scott T. Bick | |||
Name: | Scott T. Bick | |||
Title: | Senior Vice President-Tax |
Exhibit T3H
The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the date of this Application. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.
The following diagram indicates the expected relationship of the Applicants to each of their respective affiliates as of the Effective Date. It is anticipated that on the Effective Date the business of Clear Channel Outdoor Holdings, Inc. will be separated from iHeartMedia, Inc. All of the entities appearing below are expected to exist as of the Effective Date. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.
(1) | The amount of voting securities of iHeartMedia, Inc. held by particular parties cannot be determined until the solicitation of approval of the Plan of Reorganization. |
(2) | Subject to customary exceptions, it is expected that all wholly-owned domestic subsidiaries of the Company will guarantee the New Secured Notes. |
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