This LLC Operating Agreement involves
Title: LIMITED LIABILITY COMPANY AGREEMENT
RADIO ONE OF INDIANA, LLC
LIMITED LIABILITY COMPANY AGREEMENT
RADIO ONE OF INDIANA, LLC
This Limited Liability Company Agreement (the "Agreement") of Radio One of
Indiana, LLC, a Delaware limited liability company (the "Company), is made as of
December 31,2001, by Radio One of Indiana, L.P., a Delaware limited partnership
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. The Company was formed on November 20, 2001 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
2. Name. The name of the Company is "Radio One of Indiana, 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.
4. Principal Place of Business. The principal place of business of the
Company shall be at c/o 5900 Princess Garden Parkway, 8th Floor, Lanham, MD
5. Member. The name and mailing address of the Member is as follows:
Radio One of Indiana, L.P. 21 East St. Joseph Street
Indianapolis, IN 46204
Attn: General Manager
6. Registered Agent and Office. The street address of the initial
registered office of the Company shall be: 2711 Centerville Road, Suite 400,
Wilmington, DE 19808. 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 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
(b) The Member, Manager (as defined in the Delaware Act) or officers
of the Company shall not 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 any or all Managers, Members or officers or with any
Affiliates of any such Manager, Member 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 managem