<PAGE>   1
                                                                   EXHIBIT 3.110
                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE    PAGE 1

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
INCORPORATION OF "R K O RADIO REPRESENTATIVES, INC.", FILED IN THIS OFFICE ON 
THE SIXTEENTH DAY OF SEPTEMBER, A.D. 1968, AT 9 O'CLOCK A.M.





                                             /s/ EDWARD J. FREEL
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9386122

                                                       DATE: 11-04-98
<PAGE>   2
                          CERTIFICATE OF INCORPORATION

                                       OF

                       R K O RADIO REPRESENTATIVES, INC.

                                  ------------

          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is

                       R K O RADIO REPRESENTATIVES, INC.

          SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation, which shall be in addition to the authority of
the corporation to conduct any lawful business, to promote any lawful purpose,
and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, is as
follows:

          To purchase, acquire, sell, negotiate, promote, book,
     arrange for, as principal, agent, representative, broker or
     otherwise, television and radio air time, whether for artistic or
     commercial purposes.

          To obtain, engage, employ, supervise, advertise, publish,
     furnish, provide, book, license the use of, negotiate, enter
     into, execute and acquire, hold, assign and transfer contracts,
     options
<PAGE>   3
and rights for and in respect of, and otherwise generally promote, direct 
and deal in and with, as principal and agent, the services, talents, 
performances, renditions, works, compositions, recordings, transcriptions, 
broadcasts, telecasts and other professional output of any and all kinds of 
singers, musicians, orchestras, actors, actresses, dancers, performers, 
entertainers, composers, lyricists, arrangers, dramatists, playwrights, 
artists, scenarist, authors, coaches, commentators, directors, producers, 
managers, technicians and other personnel necessary or useful in all branches 
of opera, music, drama, ballet, the theatre, motion pictures, radio, television 
and other fields of entertainment.

     To manage or administer as agent and/or expediter the whole or any part
of the business or property of any corporation, firm or person carrying on any 
authorized business, and to sell or dispose of, receive and make disbursements 
for, or arrange for the management or administration of, by any agent, the 
whole or any part of the corporation's business or property.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise, 
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal 
in and with real or personal property, or any interest therein, wherever 
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose 
of, or mortgage or pledge, all or any of its property and assets, or any 
interest therein, wherever situated.

     To engage generally in the real estate business as principal, agent, 
broker, and in any lawful capacity, and generally to take, lease, purchase, or 
otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, 
mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, 
operate, deal in and dispose of real estate, real property, lands, 
multiple-dwelling structures, houses, buildings and other works and any 
interest or right therein; to take, lease, purchase or otherwise acquire,



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<PAGE>   4
and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage,
and otherwise handle, and deal in and dispose of, as principal, agent, broker,
and in any lawful capacity, such personal property, chattels, chattels real,
rights, easements, privileges, choses in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held, or disposed of; and to acquire,
purchase, sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any other
lawful capacity.

        To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal, and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof.

        To apply for, register, obtain, purchase, lease, take licenses in 
respect of or otherwise acquire, and to hold, own, use, operate, develop, 
enjoy, turn to account, grant licenses and immunities in respect of, manufacture
under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, 
and, in any manner deal with and contract with reference to:


                                      -3-
<PAGE>   5
               (a) inventions, devices, formulae, processes and any improvements
          and modifications thereof;

               (b) letters patent, patent rights, patented processes,
          copyrights, designs, and similar rights, trade-marks, trade names,
          trade symbols and other indications of origin and ownership granted by
          or recognized under the laws of the United States of America, the
          District of Columbia, any state or subdivision thereof, and any
          commonwealth, territory, possession, dependency, colony, possession,
          agency or instrumentality of the United States of America and of any
          foreign country, and all rights connected therewith or appertaining
          thereunto;

               (c) franchises, licenses, grants and concessions.

          To guarantee, purchase, take, receive, subscribe for, and otherwise
acquire, own, hold, use, and otherwise employ, sell, lease, exchange, transfer,
and otherwise dispose of, mortgage, lend, pledge, and otherwise deal in and
with, securities (which term, for the purpose of this Article THIRD, includes,
without limitation of the generality thereof, any shares of stock, bonds,
debentures, notes, mortgages, other obligations, and any certificates, receipts
or other instruments representing rights to receive, purchase or subscribe for
the same, or representing any other rights or interests therein or in any
property or assets) of any persons, domestic and foreign firms, associations,
and corporations, and by any government or agency or instrumentality thereof; to
make payment therefor in any lawful manner; and, while owner of any such
securities, to exercise any and all rights, powers and privileges in respect
thereof, including the right to vote.

          To make, enter into, perform and carry out contracts of every kind
and description with any person, firm, association, corporation or government or
agency or instrumentality thereof.

                                      -4-
<PAGE>   6
     To acquire by purchase, exchange or otherwise, all, or any part of, or any
interest in, the properties, assets, business and good will of any one or more
persons, firms, associations or corporations heretofore or hereafter engaged in
any business for which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash, property or its own
or other securities; to hold, operate, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; and in connection therewith, to
assume or guarantee performance of any liabilities, obligations or contracts of
such persons, firms, associations or corporations, and to conduct the whole or
any part of any business thus acquired.

     To lend money in furtherance of its corporate purposes and to invest and
reinvest its funds from time to time to such extent, to such persons, firms,
associations, corporations, governments or agencies or instrumentalities
thereof, and on such terms and on such security, if any, as the Board of
Directors of the corporation may determine.

     To make contracts of guaranty and suretyship of all kinds and endorse or
guarantee the payment of principal, interest or dividends upon, and to guarantee
the performance of sinking fund or other obligations of, any securities, and
to guarantee in any way permitted by law the performance of any of the
contracts or other undertakings in which the corporation may otherwise be or
become interested, of any persons, firm, association, corporation, government
or agency or instrumentality thereof, or of any other combination, organization
or entity whatsoever.

     To borrow money without limit as to amount and at such rates of interest as
it may determine; from time to time to issue and sell its own securities,
including its shares of stock, notes, bonds, debentures, and other obligations,
in such amounts, on such terms and conditions, for such purposes and for such
prices, now or hereafter permitted by the laws of the State of Delaware and by
this certificate


                                      -5-
<PAGE>   7


of incorporation, as the Board of Directors of the corporation may determine; 
and to secure any of its obligations by mortgage, pledge or other encumbrance 
of all or any of its property, franchises and income.

     To be a promoter or manager of other corporations of any type or kind; and
to participate with others in any corporation, partnership, limited partnership,
joint venture, or other association of any kind, or in any transaction,
undertaking or arrangement which the corporation would have power to conduct by
itself, whether or not such participation involves sharing or delegation of
control with or to others.

     To draw, make, accept, endorse, discount, execute, and issue promissory
notes, drafts, bills of exchange, warrants, bonds, debentures, and other
negotiable or transferable instruments and evidences of indebtedness whether
secured by mortgage or otherwise, as well as to secure the same by mortgage or
otherwise, so far as may be permitted by the laws of the State of Delaware.

     To purchase, receive, take, reacquire or otherwise acquire, own and hold,
sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use,
cancel, and otherwise deal in and with its own shares and its other securities
from time to time to such an extent and in such manner and upon such terms as 
the Board of Directors of the corporation shall determine; provided that the
corporation shall not use its funds or property for the purchase of its own
shares of capital stock when its capital is impaired or when such use would
cause any impairment of its capital, except to the extent permitted by law.

     To organize, as an incorporator, or cause to be organized under the laws of
the State of Delaware, or of any other State of the United States of America, or
of the District of Columbia, or of any commonwealth, territory, dependency,
colony, possession, agency, or instrumentality of the United States of America,
or of any foreign country, a corporation or corporations for the purpose


                                      -6-
<PAGE>   8
of conducting and promoting any business or purpose for which corporations may
be organized, and to dissolve, wind up, liquidate, merge or consolidate any such
corporation or corporations or to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.

         To conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all States of the United States of
America, in the District of Columbia, and in any or all commonwealths,
territories, dependencies, colonies, possessions, agencies, or instrumentalities
of the United States of America and of foreign governments.

         To promote and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in all or
any of its branches as principal, agent, broker, factor, contractor, and in any
other lawful capacity either alone or through or in conjunction with any
corporations, associations, partnerships, firms, trustees, syndicates,
individuals, organizations, and other entities in any part of the world, and, in
conducting its business and promoting any of its purposes, to maintain offices,
branches and agencies in any part of the world, to make and perform any
contracts and to do any acts and things, and to carry on any business, and to
exercise any powers and privileges suitable, convenient, or proper for the
conduct, promotion, and attainment of any of the business and purposes herein
specified or which at any time may be incidental thereto or may appear conducive
to or expedient for the accomplishment of any of such business and purposes and
which might be engaged in or carried on by a corporation incorporated or
organized under the General Corporation Law of the State of Delaware, and to
have and exercise all of the powers conferred by the laws of the State of
Delaware upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.

         The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent


                                      -7-
<PAGE>   9
purpose and power.  The forgoing enumeration of specific purposes and powers 
shall not be held to limit or restrict in any manner the purposes and powers of 
the corporation, and the purposes and powers herein specified shall, except 
when otherwise provided in this Article THIRD, be in no wise limited or 
restricted by reference to, or inference from, the terms of any provision of 
this or any other Article of this certificate of incorporation; provided, that 
the corporation shall not conduct any business, promote any purpose, or 
exercise any power or privilege within or without the State of Delaware which, 
under the laws thereof, the corporation may not lawfully conduct, promote, or 
exercise.

     FOURTH:  The total number of shares of stock which the corporation shall 
have authority to issue is One Hundred Thousand (100,000).  The par value of 
each of such shares is One Dollar ($1.00).  All such shares are of one class 
and are shares of Common Stock.

     No holder of any of the shares of the stock of the corporation, whether
now or hereafter authorized and issued, shall be entitled as of right to
purchase or subscribe for (1) any unissued stock of any class, or (2) any
additional shares of any class to be issued by reason of any increase of the
authorized capital stock of the corporation of any class, or (3) bonds,
certificates of indebtedness, debentures or other securities convertible into
stock of the corporation, or carrying any right to purchase stock of any class,
but any such unissued stock or such additional authorized issue of any stock or
of other securities convertible into stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations and upon such
terms as may be deemed advisable by the Board of Directors in the exercise of
its discretion.

     FIFTH:  The name and the mailing address of the incorporator are as 
follows:

<TABLE>
<CAPTION>
        NAME                           MAILING ADDRESS
        ----                           ---------------         
<S>                                  <C>
R.G. Dickerson                       229 South State Street
                                     Dover, Delaware
</TABLE>

     SIXTH:  The corporation is to have perpetual existence.

     SEVENTH:  Whenever a compromise or arrangement is proposed between this 
corporation and its creditors or any class of them and/or between this 
corporation and its stock-



                                      -8-
<PAGE>   10
holders or any class of them, any court of equitable jurisdiction within the 
State of Delaware may, on the application in a summary way of this corporation 
or of any creditor or stockholder thereof or on the application of any receiver 
or receivers appointed for this corporation under the provisions of section 291 
of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this corporation under the 
provisions of section 279 of Title 8 of the Delaware Code order a meeting of 
the creditors or class of creditors, and/or of the stockholders or class of 
stockholders of this corporation, as the case may be, to be summoned in such 
manner as the said court directs. If a majority in number representing 
three-fourths in value of the creditors or class of creditors, and/or of the 
stockholders or class of stockholders of this corporation, as the case may be, 
agree to any compromise or arrangement and to any reorganization of this 
corporation as consequence of such compromise or arrangement, the said 
compromise or arrangement and the said reorganization shall, if sanctioned by 
the court to which the said application has been made, be binding on all the 
creditors or class of creditors, and/or on all the stockholders or class of 
stockholders, of this corporation, as the case may be, and also on this 
corporation.

          EIGHTH: For the management of the business and for the conduct of the 
affairs of the corporation, and in further definition, limitation and 
regulation of the powers of the corporation and of its directors and of its 
stockholders or any class thereof, as the case may be, it is further provided:

          1.   The management of the business and the conduct of the affairs of
     the corporation, including the election of the Chairman of the Board of
     Directors, if any, the President, the Treasurer, the Secretary, and other
     principal officers of the corporation, shall be vested in its Board of
     Directors. The number of directors which shall constitute the whole Board
     of Directors shall be fixed by, or in the manner provided in, the By-Laws.
     The phrase "whole Board" and the phrase "total number of directors" shall
     be deemed to have the same meaning, to wit, the total number of directors
     which the corporation would have if there were no vacancies. No election of
     directors need be by written ballot.

          2.   The original By-Laws of the corporation shall be adopted by the
     incorporator unless the certificate of incorporation shall name the initial

                                      -9-

<PAGE>   11
Board of Directors therein. Thereafter, the power to make, alter, or repeal the 
By-Laws, and to adopt any new By-Law, except a By-Law classifying directors for 
election for staggered terms, shall be vested in the Board of Directors.

     3.   Whenever the corporation shall be authorized to issue only one class 
of stock, each outstanding share shall entitle the holder thereof to notice of, 
and the right to vote at, any meeting of stockholders. Whenever the corporation 
shall be authorized to issue more than one class of stock, no outstanding share 
of any class of stock which is denied voting power under the provisions of the 
certificate of incorporation shall entitle the holder thereof to notice of, and 
the right to vote, at any meeting of stockholders except as the provisions of 
paragraph (d)(2) of section 242 of the General Corporation Law and of sections 
251, 252, and 253 of the General Corporation Law shall otherwise require; 
provided, that no share of any such class which is otherwise denied voting 
power shall entitle the holder thereof to vote upon the increase or decrease 
in the number of authorized shares of said class.

     4.   In lieu of taking any permissive or requisite action by vote at a 
meeting of stockholders, any such vote and any such meeting may be dispensed 
with if either all of the stockholders entitled to vote upon the action at any 
such meeting shall consent in writing to any such corporate action being taken 
or if less than all of the stockholders entitled to vote upon the action at 
any such meeting shall consent in writing to any such corporate action being 
taken; provided, that any such action taken upon less than the unanimous 
written consent of all stockholders entitled to vote upon any such action shall 
be by the written consent of the stockholders holding at least the minimum 
percentage of the votes required to be cast to authorize any such action under 
the provisions of the General Corporation Law or under the provisions of the 
certificate of incorporation or the By-Laws as permitted by the provisions of 
the General Corporation 


                                      -10-
<PAGE>   12
     Law; and, provided, that prompt notice be given to all
     stockholders entitled to vote on any such action of the taking
     of such action without a meeting and by less than unanimous
     written consent.

          NINTH: No contract or transaction between the corporation and one or 
more of its directors or officers, or between the corporation and any other 
corporation, partnership, association, or other organization in which one or 
more of its directors or officers are directors or officers, who have a 
financial interest, shall be void or voidable solely for this reason, or solely 
because the director or officer is present at or participates in the meeting of 
the Board of Directors or a committee thereof which authorizes the contract or 
transaction, or solely because his or their votes are counted for such purpose, 
if:

          (1) The material facts as to his interest and as to the contract or
     transaction are disclosed or are known to the Board of Directors or the
     committee, and the Board or Committee in good faith authorizes the
     contract or transaction by a vote sufficient for such purpose without
     counting the vote of the interested director or directors; or

          (2) The material facts as to his interest and as to the contract or 
     transaction are disclosed or are known to the stockholders entitled to 
     vote thereon, and the contract or transaction is specifically approved in 
     good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of 
     the time it is authorized, approved or ratified, by the Board of 
     Directors, a committee thereof, or the stockholders.

          (4) Common or interested directors may be counted in determining the 
     presence of a quorum at a meeting of the Board of Directors or of a 
     committee which authorizes the contract or transaction.

          TENTH: (a) The corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a


                                      -11-
<PAGE>   13
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, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  The corporation shall have power to indemnify any person who was or 
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he 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, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of the 
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred


                                      -12-
<PAGE>   14
to in paragraphs (a) and (b), or in defense of any claim, issue or matter 
therein, he shall be indemnified against expenses (including attorneys' fees) 
actually and reasonably incurred by him in connection therewith.

     (d)  Any indemnification under paragraphs (a) and (b) (unless ordered by a 
court) shall be made by the corporation only as authorized in the specific case 
upon a determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances because he has met the applicable standard 
of conduct set forth in paragraphs (a) and (b). Such determination shall be 
made (1) by the Board of Directors by a majority vote of a quorum consisting of 
directors who were not parties to such action, suit or proceeding, or (2) if 
such a quorum is not obtainable, or, even if obtainable a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, or (3) by the stockholders.

     (e)  Expenses incurred in defending a civil or criminal action, suit or 
proceeding may be paid by the corporation in advance of the final disposition 
of such action, suit or proceeding as authorized by the Board of Directors in 
the specific case upon receipt of an undertaking by or on behalf of the 
director, officer, employee or agent to repay such amount unless it shall 
ultimately be determined that he is entitled to be indemnified by the 
corporation as authorized in this Article.

     (f)  The indemnification provided by this Article shall not be deemed 
exclusive of any other rights to which those seeking indemnification may be 
entitled under any by-law, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his official capacity and as to 
action in another capacity while holding such 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 a 
person.

     (g)  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 the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation  


                                      -13-
<PAGE>   15
would have the power to indemnify him against such liability under the 
provisions of this Article.

     ELEVENTH: From time to time any of the provisions of this certificate of 
incorporation may be amended, altered or repealed, and other provisions 
authorized by the laws of the State of Delaware at the time in force may be 
added or inserted in the manner and at the time prescribed by said laws, and 
all rights at any time conferred upon the stockholders of the corporation by 
this certificate of incorporation are granted subject to the provisions of this 
Article ELEVENTH.

Executed at Dover, Delaware, on September 16, 1968.



                                             /s/        R. G. DICKERSON
                                             ----------------------------------
                                                        R. G. Dickerson
                                                          Incorporator



STATE OF DELAWARE      )
                       )  SS.:
COUNTY OF KENT         )

     BE IT REMEMBERED that, on September 16, 1968, before me, a Notary Public 
duly authorized by law to take acknowledgment of deeds, personally came R. G. 
Dickerson, the incorporator who duly executed the foregoing certificate of 
incorporation before me and acknowledged the same to be his act and deed, and 
that the facts therein stated are true.

     GIVEN under my hand on September 16, 1968.



                                             /s/        NANCY S. TRUAX
                                             ----------------------------------
                                                        Nancy S. Truax
                                                         Notary Public



                                      -14-
<PAGE>   16
                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE    PAGE 1

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF "R K O RADIO REPRESENTATIVES, INC.", CHANGING ITS NAME FROM "R K O RADIO 
REPRESENTATIVES, INC." TO "RKO RADIO SALES, INC.", FILED IN THIS OFFICE ON THE
FIFTEENTH DAY OF SEPTEMBER, A.D. 1977, AT 9 O'CLOCK A.M.





                                             /s/ EDWARD J. FREEL
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9386123

                                                       DATE: 11-04-98
<PAGE>   17


                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

                                       OF

                       R K O RADIO REPRESENTATIVES, INC.

          It is hereby certified that:

               1.   The name of the corporation is RKO Radio Representatives, 
Inc.

               2.   The Certificate of Incorporation of the corporation is
hereby amended by striking out Article First thereof and by substituting in lieu
thereof the following Article:

               "FIRST: The name of the corporation (hereinafter called the 
          "corporation") is

                             RKO RADIO SALES, INC."

               3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.

               4.   The effective date of the amendment herein certified shall
be October 1, 1977.

          Signed and attested to on September 12, 1977.



                                       [ILLEGIBLE]
                                   -------------------       
                                      VICE PRESIDENT    


ATTEST:

[ILLEGIBLE]
--------------------
ASSISTANT SECRETARY
<PAGE>   18
STATE OF NEW YORK    )
                     ) SS.:
COUNTY OF NEW YORK   )


     BE IT REMEMBERED THAT on September 12, 1977, before me, a Notary Public 
duly authorized by law to take acknowledgement of deeds, personally came THOMAS 
T. BURCHILL, the Vice President of RKO RADIO REPRESENTATIVES, INC., who duly 
signed the foregoing instrument before me and acknowledged that such signing is 
his act and deed, that such instrument as executed is the act of said 
corporation, and the facts stated therein are true to the best of his 
knowledge and belief.

     GIVEN under my hand on September 12, 1977.

                                                            /s/ OLIVER J. JANNEY
                                                            --------------------
                                                                NOTARY PUBLIC

<PAGE>   19
                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE    PAGE 1

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF "RKO RADIO SALES, INC.", CHANGING ITS NAME FROM "RKO RADIO SALES, INC." TO 
"REPUBLIC RADIO SALES, INC.", FILED IN THIS OFFICE ON THE THIRD DAY OF APRIL, 
A.D. 1984, AT 9 O'CLOCK A.M.





                                             /s/ EDWARD J. FREEL
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9386124

                                                       DATE: 11-04-98
<PAGE>   20
                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             RKO RADIO SALES, INC.
                          ----------------------------
                             Adopted in Accordance
                                    with the
                           Provisions of Section 242
                                     of the
                            General Corporation Law
                                     of the
                               State of Delaware
                          ----------------------------

     RKO RADIO SALES, INC., a corporation organized and existing under and by 
virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"), does hereby certify that an amendment to the Certificate of 
Incorporation of the Corporation changing Articles FIRST AND FOURTH thereof to 
read, respectively, as follows has been duly adopted in accordance with the 
provisions of Sections 242 and 228 of the General Corporation Law of the State 
of Delaware:

               "FIRST: The name of the corporation (hereinafter sometimes
          referred to as the "Corporation") is REPUBLIC RADIO SALES, INC."

               "FOURTH: The total number of shares of stock which the
          Corporation shall have authority to issue is One Thousand (1,000)
          shares, par value $1.00 per share. All such shares are of one class
          and are shares of Common Stock."



          
<PAGE>   21

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be 
signed on its behalf by Kenneth J. Swetz, its President, and attested by 
Richard D. Mendelson, its Secretary, this 2nd day of April, 1984.

                                        RKO RADIO SALES, INC.



                                        By: /s/ KENNETH J. SWETZ
                                            -----------------------------------
                                             Kenneth J. Swetz
                                             President

Attest:


By: /s/ RICHARD D. MENDELSON
    -----------------------------------
     Richard D. Mendelson
     Secretary











                                      -2-
<PAGE>   22
                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE    PAGE 1

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF 
REGISTERED AGENT OF "REPUBLIC RADIO SALES, INC.", FILED IN THIS OFFICE ON THE 
TWENTY-SIXTH DAY OF APRIL, A.D. 1984, AT 9 O'CLOCK A.M.





                                             /s/ EDWARD J. FREEL
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9386125

                                                       DATE: 11-04-98
<PAGE>   23
                                        
                      CERTIFICATE OF CHANGE OF LOCATION OF
                         REGISTERED OFFICE AND OF AGENT
                                       OF
                           REPUBLIC RADIO SALES, INC.

               -------------------------------------------
               Adopted in accordance with the Provisions
               of Section 133 of the General Corporation
               Law of the State of Delaware.
               -------------------------------------------

     It is hereby certified that:

               I.   The name of the corporation is

               REPUBLIC RADIO SALES, INC.

               II.  The registered office of the corporation within the state of
Delaware is hereby changed to 300 South State Street, in the City of Dover,
County of Kent, 19901. 

               III. The Registered Agent of the corporation within the state of 
Delaware is hereby changed to United States Corporation Company, the business 
office of which is identical with the registered office as hereby changed.

               IV.  The corporation has authorized the changes hereinabove set 
forth by resolution of its Board of Directors.

               IN WITNESS WHEREOF, we have signed this certificate this 13th 
day of April, 1984.

                                        /s/ [ILLEGIBLE]
                                        ----------------------------------
                                                      President

ATTEST:

/s/ [ILLEGIBLE]
------------------------------------
       (Assistant) Secretary
<PAGE>   24
                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE    PAGE 1

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, 
WHICH MERGES:

     "CHRISTAL RADIO SALES, INC.", A DELAWARE CORPORATION, WITH AND INTO 
"REPUBLIC RADIO SALES, INC." UNDER THE NAME OF "CHRISTAL RADIO SALES, INC.", A 
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS 
RECEIVED AND FILED IN THIS OFFICE THE SIXTH DAY OF SEPTEMBER, A.D. 1990, AT 
11:30 O'CLOCK A.M.





                                             /s/ EDWARD J. FREEL
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9386126

                                                       DATE: 11-04-98
<PAGE>   25
                             CERTIFICATE OF MERGER

                                       of

                           CHRISTAL RADIO SALES, INC.

                                 with and into

                           REPUBLIC RADIO SALES, INC.

                                  pursuant to

                     Section 251 of the General Corporation

                          Law of the State of Delaware


     The undersigned hereby certify that:

     FIRST:  The name and state of incorporation of each of the constituent 
corporations of the merger are as follows:


<TABLE>
<CAPTION>
         Name                                       State of Incorporation
         ----                                       ----------------------
<S>                                                 <C>
Christal Radio Sales, Inc.                                 Delaware
Republic Radio Sales, Inc.                                 Delaware

</TABLE>

     SECOND:  An Agreement and Plan of Merger between the parties to the merger 
has been approved, adopted, certified, executed and acknowledged by each of the 
constituent corporations in accordance with the requirements of Section 251 of 
the General Corporation Law of the State of Delaware. The executed Agreement 
and Plan of Merger is on file at the office of Republic Radio Sales, Inc. 
located at One Dag Hammarskjold Plaza, New York, New York; executed and 
acknowledged by each of the constituent corporations, a copy of which will be 
furnished to any stockholder of any constituent corporation without cost and 
upon request.

     THIRD:  Republic Radio Sales, Inc. shall be the corporation surviving the 
merger and shall change its name to "Christal Radio Sales, Inc.".

<PAGE>   26

     FOURTH: The certificate of incorporation of Republic Radio Sales, Inc. in 
effect immediately prior to the merger shall continue in effect for the 
surviving corporation.



Date: September 5, 1990


ATTEST                                       REPUBLIC RADIO SALES, INC.


By: /s/ [ILLEGIBLE]                          By: /s/ [ILLEGIBLE]
   ---------------------------------            -------------------------------
   Name: [ILLEGIBLE]                            Name: [ILLEGIBLE]
                                                Title: Vice President



ATTEST                                       CHRISTAL RADIO SALES, INC.


By: /s/ [ILLEGIBLE]                          By: /s/ [ILLEGIBLE]
   ---------------------------------            -------------------------------
   Name: [ILLEGIBLE]                            Name: [ILLEGIBLE]
                                                Title: Vice President