LIMITED LIABILITY COMPANY AGREEMENT OF RADIO ONE DISTRIBUTION HOLDINGS, LLC
Exhibit 3.28
This Limited Liability Company Agreement (the “Agreement”) of Radio One Distribution Holdings,
LLC, a Delaware limited liability company (the “Company”),
is made as of April ___, 2006, by Radio
One, Inc., a Delaware corporation (the “Member”).
In consideration of the agreements and obligations set forth herein and intending to be legally
bound, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Member hereby agrees as follows:
1. Formation: Admission of Member. The Company was formed on April ___, 2006 by filing
a Certificate of Formation with the Delaware Secretary of State pursuant to the Delaware Limited
Liability Company Act (the “Delaware Act”) and on behalf of the Member. Simultaneously with the
execution and delivery of this Agreement and the aforementioned filing of the Certificate of
Formation, the Member is admitted as the sole member of the Company.
2. Name. The name of the Company is “Radio One Distribution Holdings, LLC” and all
Company business shall be conducted under such name.
3. Purpose.
The Company is formed for the purpose of engaging in any lawful act or
activity for which limited liability companies may be formed under Delaware law and engaging in any
and all activities necessary, convenient, desirable or incidental to
the foregoing, provided that
such acts and activities are in no way inconsistent with the agreements in effect from time to time
between the Member and its lenders.
4. Principal Place of Business. The principal place of business of the Company shall
be at c/o Radio One, Inc., 0000 Xxxxxxxx Xxxxxx Xxxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000.
5. Member. The name and mailing address of the Member is as follows:
| Name | Address | |
Radio One, Inc.
|
0000 Xxxxxxxx Xxxxxx Xxxxxxx,
0xx Xxxxx Xxxxxx, XX 00000 Attn: General Counsel |
6. Registered Agent and Office. The street address of the initial registered office of the
Company shall be: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000. The name of the Company’s
registered agent at such address is: Corporation Service Company. At any time, the Member may
designate a different registered agent and/or registered office.
7. Powers. The Company shall have the power and authority to take any and all actions
necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of
the purposes described herein, including all powers, statutory or otherwise, possessed by the
members of limited liability companies under Delaware law.
8. Management of the Company. The business affairs of the Company shall be managed by the
Member in accordance with Section 18-402 of the Delaware Act. Management of the Company shall be
vested solely in the Member. The Member shall have sole and complete discretion in determining
whether to issue Units, the number of Units to be issued at any particular time, the purchase price
for any Units issued, and all other terms and conditions governing any Units or the issuance
thereof. The Member may appoint a President, one or more Vice Presidents, a Treasurer, a Secretary
and/or one or more other officers as it deems necessary, desirable or appropriate, with such
authority and upon such terms and conditions as the Member deems appropriate or, in the absence of
such determination by the Member, as are appropriate to an officer with a similar title of a
Delaware corporation. Any such officer shall serve at the pleasure of the Member and may be
removed, with or without cause, by the Member.
9. Relationship Between the Member and the Company.
(a) The Member, its Affiliates (hereinafter defined), and the directors, officers and employees of
the Member and its Affiliates may enter into agreements with the Company providing for the
performance of services for the Company, and the receipt of such compensation as the Company may
agree to pay.
(b) None of the Member, Manager (as defined in the Delaware Act) or officers of the Company shall
be liable or accountable in damages or otherwise to the Company or the Member for any act or
omission done or omitted by him, her or it in good faith, unless such act or omission constitutes
gross negligence or willful misconduct on the part of the Member, Manager or officer of the
Company. The Company is expressly permitted in the normal course of its business to enter into
transactions with the Member and any or all Managers or officers or with any Affiliates of the
Member or of any such Manager or officer.
(c) All expenses incurred with respect to the organization, operation and management of the Company
shall be borne by the Company. The Member shall be entitled to reimbursement from the Company for
direct expenses allocable to the organization, operation and management of the Company.
(d) “Affiliate” shall mean any Person (hereinafter defined) directly or indirectly controlling,
controlled by or under common control with the Person in question; and, if the Person in question
is not an individual, any executive officer or director of the Person in question or of any Person
directly or indirectly controlling the Person in question. As used in this definition of
“Affiliate,” the term “control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
“Person” shall mean any individual, corporation, association, partnership, limited liability
company, joint venture, trust, estate or other entity or organization.
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10. Indemnity. In accordance with Section 18-108 of the Delaware Act, the Company shall
indemnify and hold harmless the Member and any Manager, officer of the Company and Affiliate
thereof (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law
against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or
asserted against the Indemnitee (including, without limitation, reasonable attorney’s fees and
disbursements incurred in the defense thereof) arising out any act or omission of the Indemnitee in
connection with the Company. Unless otherwise provided in this Section 10, in the event of any
action by the Member against any Indemnitee, including a derivative suit, the Company shall
indemnify, hold harmless and pay all expenses of such Indemnitee, including reasonable attorney’s
fees and disbursements incurred in the defense thereof. Notwithstanding the provisions of this
Section 10, this Section 10 shall be enforced only to the maximum extent permitted by law, and no
Indemnitee shall be indemnified from any liability for the fraud, intentional misconduct, gross
negligence or a knowing violation of the law which was material to the cause of action.
11. Capital Contributions. The Member has made an initial capital contribution to the
Company of $1,000.00, and the Company has issued to the Member the entire membership interest in
the Company. The Member is not required to make any additional contributions to the Company.
12. Allocation of Profits and Losses. The Company’s profits and losses, and all items
allocable for tax purposes, shall be allocated to the Member.
13. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts as determined by the Member.
14. Assignments. The Member may assign in whole or in part its limited liability interest
in the Company in accordance with the Delaware Act.
15. Admission of Additional Members. One or more additional members may be admitted to the
Company with the consent of the Member upon such terms and conditions as the Member, in its
discretion, shall approve. In the event of the admission of any new member or members, the Member
and such additional member or members shall execute an appropriate amendment to this Agreement
reflecting such terms and conditions and such other matters which the Member deems appropriate or
upon which the Member and such additional member or members shall agree.
16. Resignation of Member. The Member may resign from the Company in accordance with the
Delaware Act.
17. Liability of Member. Except as otherwise required 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, the Member shall not be obligated
for any such debt, obligation or liability of the Company solely by reason of being a member or
participating in the management of the Company. The failure of the
Company to observe any formalities or requirements relating to the exercise of its powers or
management of
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its business or affairs under the Delaware Act or this Agreement shall not be grounds for imposing
liability on the Member for liabilities of the Company.
18. Dissolution. Dissolution of the Company will occur upon the consent of the Member to
dissolution of the Company. The exclusive means by which the Company may be dissolved are set forth
in this Section 18. The Company will not be dissolved upon the death, retirement, resignation,
expulsion, bankruptcy, or dissolution of the Member or upon the occurrence of any other event which
terminates the continued membership of the Member in the Company. Upon the occurrence of an event
set forth in this Section 18, the Member shall be entitled to receive, after paying or making
reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of
the Delaware Act, the remaining funds of the Company.
19. Amendments. This Agreement may be amended only in writing. Any such amendment must be
approved and executed by the Member.
20. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit
of the Member and, to the extent permitted by this Agreement, its successors, legal representatives
and assigns. No Person other than the Member shall be entitled to any benefits under the Agreement,
except as otherwise expressly provided. Reference to any Person in this Agreement includes such
Person’s successors and permitted assigns.
21. Captions. Captions contained in this Agreement are inserted as a matter of convenience
and in no way define, limit, extend or describe the scope of this Agreement or the intent of any
provision hereof.
22. Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision were omitted. The preceding sentence
shall be of no force or effect if the consequence of enforcing the remainder of this Agreement
without such invalid or unenforceable provision would be to cause any party to lose the benefit of
its economic bargain.
23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS, RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
24. Consent to Jurisdiction Provision. The Member hereby (i) irrevocably submits to the
nonexclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington,
Delaware, in any action arising out of this Agreement, and (ii) consents to the service of process
by mail. Nothing herein shall affect the right of any party to serve legal process in any manner
permitted by law or affect its right to bring any action in any other court.
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date and year first above
written.
| RADIO ONE, INC. |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Vice President and General Counsel | |||
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