AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIP
Exhibit 3.52
AMENDED
AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
KPLX LIMITED PARTNERSHIP
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIP is
entered into as of the 22nd day of March 2007 (this “Agreement”) by and between KPLX RADIO, INC., a
Texas corporation, as General Partner and RADIO METROPLEX, INC. (f/k/a RDI, INC.) as Limited
Partner.
WITNESSETH:
WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. (f/k/a RDI, Inc.) previously executed an
Agreement of Limited Partnership, dated December 26, 1997 (the “Prior LP Agreement”);
WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. wish to amed and restate the Prior LP
Agreement and to enter into this Agreement to govern the business of KPLX Limited Partnership;
and
WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. desire KPLX Limited Partnership to be
governed by, and operated pursuant to, the terms and provisions hereinafter set forth and the Texas
Revised Limited Partnership Act;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Radio, Inc. and
Radio Metroplex, Inc. hereby agree as follows:
SECTION 1
Formation of Limited Partnership
The Partnership was formed as a limited partnership under the laws of the State of Texas by
the execution of a certificate of formation (the “Certificate of Formation”) and its filing with
the Office of the Secretary of State of Texas.
SECTION 2
Name, Character, Place of Business and
Term of Partnership, Partners,
1. The business of the partnership shall be conducted under the firm name of “KPLX Limited
Partnership.”
2. The Partnership has been organized for the purpose of carrying out any lawful act
or activity for which a limited partnership may be organized under the Texas Revised Limited
Partnership Act and the performance of all things necessary or incidental to or connected with
or growing out of such activities in accordance with the terms and conditions of this Agreement.
3. The principal place of business of the partnership shall be at 000 Xxxx Xxxxxx Xxxxxx,
Xxxx, Xxxxxxxxxxxx.
4. The
partnership commenced on the 27th day of December, 1996, and shall continue for 50
years until December 26, 2047.
5. The
name and business address of each Partner is set forth on Exhibit A attached hereto.
SECTION 3
Capital Contributions
1. The General Partner and the Limited Partner have made the initial capital contribution as
shown opposite their names on Exhibit A.
2. Each Partner, general or limited, may make additional contributions to the capital of the
partnership in such amount as may from time to time be agreed upon by the general partners.
3. Each Partner, general or limited, may make such withdrawals from his capital account as may
from time to time be agreed upon by the general partner.
4. An individual capital account, shall be maintained for each Partner, to which shall be
credited or debited his contributions or withdrawals, as the case may be.
SECTION 4
Duties Powers and Salaries of Partners
1. The general partner shall manage and conduct the partnership business.
The general partner shall devote its best efforts to the conduct of the partnership business.
The general partner shall devote its best efforts to the conduct of the partnership business.
Checks shall be drawn on the partnership bank account or bank accounts and shall be signed by
the general partner.
2. The limited partner shall not take part in the management of the business or transact any
business for the partnership, and they shall have no power to sign for or to bind the partnership.
No salary shall be paid to any limited partner.
- 2 -
3. Proper and complete books of account of the business of the partnership shall be kept by or
under the supervision of the general partner at the principal-place of business of the partnership
and shall be open to inspection by any of the partners, general or limited, or by their accredited
representatives, at any reasonable time during business hours.
SECTION 5
Profits and Losses
1. The fiscal year of the partnership shall be the calendar year. The net profit or net loss
of the partnership shall be determined in accordance with approved and accepted accounting practice
as soon as possible after the close of each fiscal year.
2. The profits, losses and distribution shall be allocated to the General Partner and Limited
Partner in the proportions as the partner’s ownership interest which is as follows:
KPLX Radio, Inc. |
1 | % | ||
RDI, Inc. |
99 | % |
3. The net loss incurred by the partnership during any fiscal year shall be debited as of the
close thereof to the capital accounts of the partners in the same proportions to which the partners
are respectively entitled to share profits pursuant to Paragraph 2 of this Section.
4. No limited partner shall be personally liable for any of the debts of the partnership or
any of its losses beyond the amount originally contributed by it to the capital of the partnership,
anything to the contrary herein notwithstanding.
SECTION 6
Termination of Partnership; Changes in Membership
1. The general partner may withdraw from the partnership by giving at least ninety (90) days
notice in writing to all of the partners.
- 3 -
2. Withdrawal of a general partner shall work an immediate dissolution of the partnership.
3. In the event of the dissolution of the partnership by withdrawal of a general partner, a
proper accounting shall be made of the capital and withdrawal accounts of each partner and of the
net profit or net loss of the partnership from the date of the last previous accounting to the date
of dissolution.
4. Upon the dissolution of the partnership business, by agreement of the partners or for any
other reason, its liabilities and obligations to creditors shall be paid, and its assets, or the
proceeds of their sale, shall then be distributed in the following order:
| (a) | To the limited partner in proportion to its share of the profits; | ||
| (b) | To the limited partner in proportion to its capital contributions; | ||
| (c) | To the general partner in proportion to its share of the profits; | ||
| (d) | To the general partner in proportion to its capital contributions. |
5. In the event of the withdrawal the general partner, the remaining partners shall have the
right to continue the business of the partnership under its present name by themselves, or in
conjunction with any other person or persons they may select, but they shall pay to the withdrawing
partner, the value of his interest in the partnership, as provided in Paragraph 6 of this Section.
If the remaining partners exercise the right given them in this paragraph, the provisions of
Paragraph 4 of Section 6 shall not be applicable.
6. The value of the interest of a withdrawing partner, as of the date of the exercise of the
option given in Paragraph 4 of Section VI, shall be the sum of:
| (a) | Its capital account; | ||
| (b) | Its withdrawal account; and |
- 4 -
| (c) | Its proportionate share of accrued net profits. |
If a net loss has been incurred to the date of dissolution, the share of such loss shall be
deducted.
The assets of the partnership shall be valued at book value for purposes of this Paragraph 6.
In computing the value of the interest of a withdrawing partner under this Paragraph 6, no value
shall be attributed to goodwill.
7. A Limited Partner may substitute an Assignee as contributor in his place upon the unanimous
consent of all other partners and upon the execution of this Assignment of Limited Partnership.
8. Additional Limited Partners may be admitted to the Partnership upon the unanimous consent
of all Partners of the Partnership.
SECTION 7
The General Partners
1. The general partner may not, without the consent of the other partners:
(a) Assign, transfer, or pledge any of the claims of or debts due to the Partnership except
upon payment in full, or arbitrate or consent to the arbitration of any disputes or controversies
of the Partnership.
(b) Make, execute, or deliver any assignment for the benefit of creditors or any bond,
confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract
to sell or contract of sale of all or substantially all of the property of the Partnership.
(c) Lease or mortgage any Partnership real estate or any interest therein or enter into any
contract for any such purpose.
(d) Pledge or hypothecate or in any manner transfer his transfer his interest in the
Partnership, except to parties to this agreement.
- 5 -
SECTION 8
Interpretation
Any matter not specifically covered by a provision of this Agreement shall be governed by the
applicable provisions of the Texas Revised Limited Partnership Act.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first
above written.
| KPLX RADIO, INC., the General Partner | ||||||
| By: | /s/ Xxxxx X. Xxxxxx, Xx. | |||||
| Xxxxx X. Xxxxxx,
Xx. Chairman, President and Chief Executive Officer |
||||||
| RADIO METROPLEX, INC. (f/k/a RDI, Inc., the Limited Partner | ||||||
| By: | /s/ Xxxxx X. Xxxxxx, Xx. | |||||
| Xxxxx X. Xxxxxx,
Xx. Chairman, President and Chief Executive Officer |
||||||
- 6 -
EXHIBIT “A”
| Capital Contribution | ||||
General Partner |
||||
KPLX Radio, Inc. 000 Xxxx Xxxxxx Xxxxxx Xxxx, XX 00000 |
$ | 146,405 | ||
Limited Partner |
||||
Radio
Metroplex, Inc. (f/k/a RDI, Inc.) 000 Xxxx Xxxxxx Xxxxxx Xxxx, XX 00000 |
$ | 14,494,160 | ||
- 7 -
