1
EXHIBIT 3.126A
================================================================================
CLEVELAND RADIO LICENSES, LLC
(A Delaware Limited Liability Company)
LIMITED LIABILITY COMPANY AGREEMENT
------------------------
Dated as of February 1, 1999
------------------------
================================================================================
2
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEVELAND RADIO LICENSES, LLC
This Limited Liability Company Agreement (this "Agreement") is made and
entered into as of February 1, 1999, by Zebra Broadcasting Corporation, an Ohio
corporation (the "Member"), for the purpose of forming a limited liability
company under the Delaware Limited Liability Company Act, 6 Del. C. Section
18-101, et seq. (the "Act").
ARTICLE I
ORGANIZATION
1.1 FORMATION AND NAME OF THE COMPANY. The name of the limited
liability company (the "Company") shall be Cleveland Radio Licenses, LLC. The
Member shall cause to be executed and filed, if necessary, any certificates and
documents as may be necessary or appropriate from time to time to comply with
all requirements for the continued existence and operation of a limited
liability company in the State of Delaware and all other jurisdictions where the
Company may desire to conduct its business. The rights and obligations of the
Member and the administration and termination of the Company shall be governed
by the Agreement and the Act. The Agreement shall be considered the "Limited
Liability Company Agreement" of the Company within the meaning of Section
18-101(7) of the Act. To the extent this Agreement is inconsistent with the Act,
this Agreement shall control.
1.2 MEMBERS. Zebra Broadcasting Corporation, an Ohio corporation, is
the sole member of the Company.
1.3 PURPOSES. The purposes of the Company shall comprise: (i) any
lawful act or activity, including, without limitation, commercial acts or
activities, for which limited liability companies may be formed under the Act
and (ii) all activities related or incidental to the foregoing, but not in
contravention of any of the provisions of this Agreement.
1.4 PRINCIPAL PLACE OF BUSINESS OF THE COMPANY. The principal place of
business of the Company shall be c/o Chancellor Media Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be
designated from time to time by the Member. The Company may maintain such other
places of business as the Member may deem advisable from time to time.
1.5 TERM. The Company shall commence upon the filing of a Certificate
of Formation in the Office of the Secretary of State of Delaware, and shall
continue in existence in perpetuity unless its business and affairs are earlier
wound up following dissolution at such time as this Agreement may specify.
1.6 REGISTERED AGENT. The name and address of the registered agent of
the Company service of process on the Company in the State of Delaware is c/o
Corporation Trust Center,
3
1209 Orage Street, in the City of Wilmington, County of New Castle. The name of
the Company's registered agent at such address is The Corporation Trust Company.
1.7 TITLE TO COMPANY PROPERTY. Title to all assets owned by the
Company, whether tangible or intangible, shall be held by the Company as an
entity and no Member, individually, shall have any ownership of any such asset.
The Company may hold any of its assets in its own name or in the name of a
nominee, which nominee may be one or more individuals, corporations,
memberships, trusts, or other entities.
1.8 TAX MATTERS. No Member shall permit the Company to elect, and the
Company shall not elect, to be treated as an association taxable as a
corporation for United States federal, state, or local income tax purposes under
Section 301.7701-3(a) of the Treasury Regulations, or under any corresponding
provision of state or local law.
ARTICLE II
CAPITAL CONTRIBUTION
2.1 INITIAL CAPITAL CONTRIBUTION. The Member shall contribute assets
to the Company pursuant to and in the manner set forth in the Contribution and
Assumption Agreement, of even date, among the Company and the Member.
2.2 ADDITIONAL CONTRIBUTIONS. The Member shall have the right, but not
the obligation, to make additional capital contributions to the Company in the
form of cash, services, or otherwise.
ARTICLE III
DISTRIBUTIONS
3.1 DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Notwithstanding any
other provision of this Agreement to the contrary, the Company, and the Member
on behalf of the Company, shall not make a distribution to the Member on account
of the interest of the Member in the Company if such distribution would violate
Section 18-607 of the Act or any other applicable law.
ARTICLE IV
MANAGEMENT
4.1 MANAGEMENT. The business and affairs of the Company shall be
managed and controlled solely and exclusively by the Member, who shall have all
of the rights that may be possessed by a member pursuant to the Act and such
rights and powers as are otherwise conferred by law or are necessary, advisable,
or convenient for the management of the business and affairs of the Company,
including, without limitation, the opening of bank accounts for the Company.
4
4.2 OFFICERS. The Member may appoint a Chairman, a President and one or
more Executive Vice Presidents and such other officers of the Company as the
Member may deem necessary and advisable to manage the day-to-day business
affairs of the Company (the "Officers"). To the extent delegated by the Member,
the Officers shall have the authority to act on behalf of, bind and execute and
deliver documents in the name and on behalf of the Company. No such delegation
shall cause the Member to cease to be a Member. The initial Officers of the
Company are set forth on Schedule A hereto.
4.3 EXPENSES OF THE MEMBERS. The Member shall charge the Company and be
reimbursed for all expenses (including, without limitation, legal and accounting
fees and travel expenses) incurred by the Member in connection with the
Company's business, and may allocate to the Company on any basis selected by the
Member in good faith which is consistent with good accounting practices, a
portion of any and all expenses incurred for the mutual benefit of the Company
and the other operations, businesses, or affairs of the Member or its
affiliates.
4.4 LIABILITY OF THE MEMBER.
(a) The Member will not be bound by, or be personally liable
for, the expenses, liabilities or obligations of the Company, it being
the intention of the Member that 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
the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a
member of the Company.
(b) The Member and its Officers shall be indemnified and held
harmless by the Company from and against any and all claims, demands,
liabilities, costs, damages and causes of action of any nature
whatsoever (including without limitation reasonable attorneys' fees or
other expenses incurred in connection with settlement or any legal
proceeding, but excluding income taxes payable by the Member as a
result of the Member's ownership of an interest in the Company) arising
out of actions taken by the Member or its Officers in the management of
Company affairs, except where the Member or its Officers have committed
fraud, gross negligence or willful misconduct. The indemnification
rights contained in this Section shall be cumulative of, and in
addition to, any and all rights, remedies and recourse to which the
Member may be entitled, whether pursuant to the provisions of this
Agreement, at law or in equity. Indemnifications hereunder shall be
made from assets of the Company and the Member shall not be personally
liable to any indemnitee.
ARTICLE V
DISSOLUTION AND TERMINATION
5.1 EVENTS OF DISSOLUTION. The Company shall be dissolved upon the
first to occur of the following:
(a) the written consent of the Member;
5
(b) the occurrence of any other event specified under the laws
of the State of Delaware as one effecting dissolution.
Dissolution of the Company shall be effective on the day on which the
event occurs giving rise to the dissolution, but the Company shall not terminate
until the assets of the Company shall have been liquidated and distributed as
provided herein. Notwithstanding the dissolution of the Company, prior to the
termination of the Company the business of the Company and the rights and
obligations of the Member, as such, shall continue to be governed by this
Agreement.
5.2 WINDING UP OF AFFAIRS. Upon the dissolution of the Company, the
Member shall proceed diligently to wind up the affairs of the Company and to
either distribute in kind or liquidate the assets of the Company. If any assets
of the Company are to be distributed in kind, such assets shall be distributed
on the basis of their fair market value as of the date of distribution. After
setting aside such reserves as the Member deems reasonably necessary to meet any
contingent or unforeseen liabilities or obligations of the Company, the Member
shall distribute the assets of the Company in the following order of priority:
(a) First, to the payment of the debts and liabilities of the
Company, including, without limitation, the payment of expenses of
liquidation; and
(b) Second, the remainder to the Member.
ARTICLE V
MISCELLANEOUS
6.1 SUCCESSORS AND ASSIGNS. This Agreement, and each and every
provision hereof, shall be binding upon and shall inure to the benefit of the
Member, its respective successors and assigns. Each and every
successor-in-interest to the Member, whether such successor acquires such
interest by way of purchase, foreclosure or by any other method, shall hold such
interest subject to all of the terms and provisions of this Agreement.
6.2 AMENDMENT. No change, modification, or amendment of this Agreement
shall be valid or binding unless such change, modification, or amendment shall
be in writing and duly executed by the Member.
6.3 SEVERABILITY. Each provision of this Agreement is intended to be
severable and the invalidity or illegality of any portion of this Agreement
shall not affect the validity or legality of the remainder hereof.
6.4 No THIRD-PARTY BENEFICIARIES. Nothing in this Agreement shall
confer any rights upon any person or entity other than the Member hereto and its
successors and permitted assigns.
6
6.5 APPLICABLE LAW. This Agreement and the rights and obligations of
the Member hereunder shall be governed by and interpreted, construed, and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the
day and year set forth above.
ZEBRA BROADCASTING CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
7
SCHEDULE A
OFFICERS OF CLEVELAND RADIO LICENSES, LLC
Name Title
---- -----
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President and Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President and Chief Financial Officer
▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Chief Strategic Officer
▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇ Vice President, General Counsel and Secretary
▇▇▇▇▇ ▇▇▇▇▇▇ Chief Programming Officer
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ Vice President - Operations
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President - Entertainment Marketing and News
Media
▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇ ▇▇▇▇▇ Vice President and Assistant Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
▇▇▇ ▇▇▇▇▇ Vanter Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President
▇▇▇▇ Coultern Vice President
▇▇▇▇▇ ▇▇▇▇▇ Vice President - Research and Development
▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President - Adult Contemporary Programs
▇▇▇▇ ▇▇▇▇▇▇▇ Regional Vice President - Operations (Apollo)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Regional Vice President - Operations (Saturn)
▇▇▇▇ ▇▇▇▇▇▇ Regional Vice President - Operations (Mercury)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Regional Vice President - Operations (Mars Pathfinder)
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Secretary