RESTATED CERTIFICATE OF INCORPORATION
WESTWOOD ONE, INC.
FIRST: Name .
The name of the corporation is Westwood One, Inc. formerly known as Westwood One
Delaware, Inc. with the certificate of incorporation originally filed on June 21, 1985. (the
This Restated Certificate of Incorporation restates and integrates the Certificate of
Incorporation in accordance with Section 103 of the General Corporation Law of the State of
Delaware and does not further amend the Certificate of Incorporation as heretofore amended or
supplemented. There is no discrepancy between such provisions and the provisions of this
Restated Certificate of Incorporation. This Restated Certificate of Incorporation was duly adopted
by the Corporation’s Board of Directors in accordance with Section 242 and 245 of the General
Corporation Law of the State of Delaware.
SECOND: Registered Office and Agent .
The address of the registered office of the Corporation in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name and
address of the Corporation’s registered agent in the State of Delaware is Corporation Service
Company, the business office of which is identical with the registered office of the Corporation.
THIRD: Purpose and Business .
The purpose of the Corporation is to engage in any lawful act or activity for which corporations
may now or hereafter be organized under the General Corporation Law of the State of Delaware.
FOURTH: Capital Stock .
1. Classes and Number of Shares . The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Three Hundred Thirteen Million (313,000,000),
consisting of Three Hundred Million (300,000,000) shares of Common Stock, par value one cent
($0.01) per share (the “Common Stock”), Three Million (3,000,000) shares of Class B Stock, par
value one cent ($0.01) per share (the “Class B Stock”), and T