AMENDMENT AND RESTATEMENT OF AGREEMENT
This document entered into this 2nd day of January 2001 constitutes an
amendment of the Agreement dated August 12, 1952 between Salt Lake Tribune
Publishing Company, a West Virginia corporation, and Deseret News Publishing
Company, a Utah corporation, as amended by a certain Amendment Agreement dated
June 1, 1982 entered into between XXXXXX-TRIBUNE CORPORATION, a Utah corporation
(successor to Salt Lake Tribune Publishing Company) and DESERET NEWS PUBLISHING
COMPANY, a Utah corporation, and made effective January 1, 1983. The 1952
Agreement, as revised by the 1982 Amendment Agreement, is referred to herein as
the "1982 JOA." This document also constitutes a restatement of the 1982 JOA, as
amended, and is intended by the parties to define their current agreement, into
which all prior agreements, amendments, understandings and interpretations
related hereto are hereby merged and herein subsumed.
PARTIES
The parties to this Amendment and Restatement of Agreement (herein
"Agreement") ARE: X. XXXXXX-TRIBUNE, LLC., a Delaware limited liability company
(herein "K-T, LLC"), the successor by mergers and otherwise to Xxxxxx-Tribune
Corporation, thereby succeeding to ownership of THE SALT LAKE TRIBUNE, a daily
newspaper. All of the member interests in K-T, LLC are owned by MediaNews Group,
Inc., a Delaware corporation (herein "MNG'); and
B. DESERET NEWS PUBLISHING COMPANY, a Utah corporation (herein "DNPC"),
which owns and publishes the DESERET NEWS, a daily newspaper.
RECITALS
The parties hereto and their predecessors have, since 1952, been engaged
in a joint newspaper operating arrangement for the purpose of providing, for the
benefit of both parties and of the public they serve, an economical, efficient
and practical method of printing and distributing daily newspapers, primarily in
the State of Utah, through a common agency known as the Newspaper Agency
Corporation ("NAC") created for that purpose.
Each of the parties owns FIFTY (50) shares of the capital stock of the
NAC, comprising all of the outstanding shares.
Since the parties entered into the 1952 Agreement, the Congress of the
United States declared in the Newspaper Preservation Act of 1970, Publ. L.
910353, 84 Stat. 467, Title 15, Chapter 43, U.S.C.A. (the "Newspaper
Preservation Act") that it is in the public interest to maintain newspapers
editorially and reportorially independent and competitive and to preserve the
publication of newspapers where a joint newspaper operating arrangement has been
entered into under circumstances of economic distress as experienced by the
parties at the time the 1952 Agreement was entered into.
The parties believe that (a) the policy of the United States has confirmed
the wisdom of the parties in entering into the 1952 Agreement, under which the
advantages of such joint newspaper operating arrangement and common agency have
been enjoyed by the public and the parties hereto, (b) the newspapers published
by the respective parties have continued to maintain their separate identities
and the parties hereto have continued to retain direct and immediate control of
their respective editorial and news departments, (c) there has not been any
merger, combination or amalgamation of editorial or reportorial staffs, and (d)
editorial policies have been independently determined and expressed.
Certain clarifications concerning interpretation of the 1982 JOA, and
certain amendments thereto, are mutually desired by the parties, and a full
restatement of the agreements into one document will facilitate their
understanding and administration.
The parties, believing it is desirable both from their standpoint and in
the interest of the public that such amendments, clarifications and restatement
be made and the benefits thereof be provided and continued, therefore desire to
amend, renew and restate their agreements as set forth herein.
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) in hand
paid by each of the parties to the other, and the promises, covenants and
agreements hereinafter set forth, the parties, based upon mutual trust and
confidence in each other, agree to and hereby amend, renew and restate the 1982
JOA and further agree as follows:
PREAMBLE
The parties hereto declare and reaffirm as the principal objective of this
Agreement their joint and several commitment to the survival and success of both
the DESERET NEWS and THE SALT LAKE TRIBUNE as independent editorial voices, with
the ultimate goal for each newspaper of achieving optimal household penetration
and maximizing the circulation of each newspaper, while allowing both newspapers
to reap the financial benefits and economies from the able management of a joint
operating system.
To achieve these objectives, and for the purpose of serving the
operational needs and objectives of both newspapers, the parties have created
the Newspaper Agency Corporation as their joint agent.
All provisions of this Agreement, separately and cumulatively, and
notwithstanding any other inference that may be drawn from its wording, shall be
interpreted and applied in a manner consistent with the objectives and purposes
set forth in this Preamble.
EFFECTIVE DATE - This Joint Operating Agreement was entered
into initially on August 12,1952 and has been amended by an Amendment Agreement
dated June 1, 1982, which had an effective date of January 1, 1983. All
modifications thereof as set forth in this Agreement shall become effective as
of January 2, 2001.
THE NAC - DNPC and the predecessor of K-T, LLC have heretofore
caused the NAC to be created pursuant to the laws of the State of Utah for the
purposes set forth in its Articles of Incorporation. The NAC shall continue in
existence and shall continue to perform all of the functions it has heretofore
provided to both newspapers under the 1982 JOA.
2.01 OWNERSHIP OF THE NAC - The capital stock of the NAC is owned
50% by DNPC and 50% by K-T, LLC. The parties hereto shall continue the
operations of the NAC and shall not assign, sell, transfer, mortgage,
pledge or otherwise dispose of said stock in the NAC, nor voluntarily
permit alienation of any interest therein by any means, including a sale
or merger involving the owning entity, during the term of this Agreement
or any renewal or extension thereof, without written approval of the other
party; provided however, that such restriction shall not limit the right
of the owning entity of either party to pledge, and/or otherwise grant
security interests in stock or equity interests of such owning entity to
secure any indebtedness now or hereafter incurred by either party nor
shall such restrictions in any manner affect the enforcement of such
security interests. Such restriction shall be printed on the face of all
stock certificates of the NAC heretofore or hereafter issued or reissued,
and shall be strictly enforced.
2.02 THE BOARD OF DIRECTORS OF THE NAC - The Board of Directors of
the NAC shall govern the NAC and shall exercise all of the usual and
customary duties of such a governing board. The Board of Directors of the
NAC shall consist of four (4) members who shall be elected at each annual
meeting of the stockholders (the first of which shall be held
simultaneously with the execution of this Agreement, and, subsequent
thereto, shall be held on the second Monday of each December commencing in
2001, at the offices of the NAC, unless the Board shall determine
otherwise) to serve until the next annual meeting of stockholders and
until their successors are elected in their stead. Two (2) members of the
four-member Board of Directors shall be the Chairman and the President of
DNPC (unless one person shall simultaneously hold both offices of DNPC, in
which case the two DNPC Board members shall be the Chairman of DNPC and
such other senior officer of DNPC as the Chairman of DNPC shall designate)
and the other two (2) members shall be the Chairman and the President of
K-T, LLC (unless one person shall simultaneously hold both offices of K-T,
LLC, in which case the two K-T, LLC Board members shall be the Chairman of
K-T, LLC and such other senior officer of K-T, LLC as the Chairman of K-T,
LLC shall designate). The parties agree to vote their stock to elect the
directors so specified. The parties further agree that at the first annual
meeting of stockholders following the effective date of this Amendment and
Restatement and at each annual stockholder meeting thereafter held to
elect directors, this same procedure for electing directors shall be
followed.
If the four-member Board of Directors shall become deadlocked with
respect to any matter to be acted upon by it, and if after negotiating
reasonably and in good faith for a period of not more than five (5)
business days (or such longer period as the parties may mutually agree
upon) the parties are unable to resolve such deadlock, the President of
the NAC shall be empowered to break such deadlock, provided such deadlock
does not relate to a Reserved Matter (as hereinafter defined). If the
President is called upon to break such a deadlock, he or she shall be
bound to apply all the provisions of this Agreement and shall specifically
be bound by its Preamble. If such deadlock relates to a Reserved Matter,
such deadlock shall be resolved in the manner specified in Section 26
hereof.
For the purposes of this Agreement, Reserved Matters shall include
the exercise of any material right of either or both of the parties,
including but not limited to: (a) declaring or otherwise causing a
distribution to either party of any of the earnings or other assets of the
NAC, except as otherwise expressly provided in this Agreement; (b)
approving or amending the NAC's Annual Plan (as hereinafter defined); (c)
changing the financial accounting or tax principles utilized by the NAC,
except as otherwise required by law or governmental authority; (d)
committing or causing the NAC to make aggregate capital expenditures in
any fiscal year exceeding by $250,000 such amounts as are specified
therefor in the capital budget section of the then applicable NAC Annual
Plan; (e) except in the ordinary course of the NAC's business, committing
or causing NAC to enter into any contract or transaction requiring annual
expenditures by the NAC exceeding by $250,000 or more such amounts as are
specified therefor in the operations budget section of the then applicable
NAC Annual Plan; (f) employing the services of, or entering into any
transaction with, either party, or any affiliate thereof, directly or
indirectly, except upon standard commercial terms; (g) lending or
contributing to the capital of any other person any funds of the NAC,
except for trade accounts receivable and/or customary employee advances;
(h) unless specified or authorized in the then applicable NAC Annual Plan,
encumbering any assets of the NAC, borrowing any funds, or entering into
any equipment leases or purchase money financings in excess of an
aggregate amount of $250,000 per fiscal year; (i) instituting any
bankruptcy or insolvency proceeding or assigning any assets of the NAC for
the benefit of its creditors; (j) instituting, settling, or compromising
any lawsuit or claim on behalf of the NAC where the amount in controversy
exceeds $250,000; and (k) any matter requiring interpretation or
construction of any provision of this Agreement or the intended meaning or
application thereof, or any matter having substantial financial impact
upon one or both parties hereto or upon their rights to participate in
matters relating to the governance of the NAC.
The NAC Annual Plan shall consist of an (a) operating budget section
and (b) a capital budget section. The NAC's Annual Plan shall be approved
annually by the Board of Directors concurrently with each annual
shareholders meeting, inclusive of the annual meeting to be held
concurrently with the execution of this Agreement, or as soon thereafter
as may be practical. Once approved, it shall be subject to revision from
time to time as the Board of Directors may determine.
If a vacancy occurs in the Board of Directors, the nomination for
replacement shall be made by the party hereto which nominated the director
whose position is to be filled. In the event that the Board of Directors
shall be entitled to act under the Articles of Incorporation and By-Laws
of the NAC or under the laws of the State of Utah to fill any vacancy
occurring in the Board of Directors, the parties hereto agree that they
will ask the remaining directors so entitled to act, to nominate and elect
such person as is named by the party hereto which nominated the director
whose position is to be filled. In the event the Board of Directors should
fail to comply with such request, the parties agree that they will
immediately call a special meeting of the stockholders for the purpose of
electing, in accordance with the procedure herein set forth for the
election of directors at meetings of the shareholders, a director to fill
such vacancy or to remove or re-elect any or all members of the Board of
Directors, as they may mutually choose
2.03 CHAIRMAN AND VICE-CHAIRMAN OF NAC BOARD - The NAC Board of
Directors shall have a Chairman and a Vice-chairman. The Chairman shall
preside over and conduct meetings of the Board. If the Chairman is not
present at a meeting of the Board, or is present and so directs, the
Vice-chairman shall preside over and conduct meetings of the Board. The
Vice-chairman shall automatically succeed to all duties of the Chairman in
the event of the Chairman's unavailability or disability, until another
Chairman is duly appointed.
K-T, LLC shall have the right to appoint the Chairman during the
first four (4) years commencing with the effective date of this Agreement.
Thereafter, DNPC shall have the right to appoint the Chairman for the
ensuing four (4) years, whereupon the right to appoint the Chairman shall
revert to K-T, LLC and shall alternate with DNPC for ensuing four year
terms; provided, however, that if Xxxxxxx Xxxx Xxxxxxxxx is initially
appointed by K-T, LLC as the Chairman, he personally shall be permitted to
serve in such capacity beyond expiration of the four year term so long as
he desires and is ready, willing and able so to serve. If the service of
Xxxxxxx Xxxx Xxxxxxxxx as Chairman extends beyond the initial four year
term, then the alternating right to appoint the Chairman shall shift to
DNPC and commence to be calculated as of the time Xxxxxxx Xxxx Xxxxxxxxx
ceases to act in his capacity as Chairman. During the time a Chairman
serves, the right to appoint the Vice-chairman shall be exercised by the
party hereto that did not appoint the Chairman.
2.04 NAC OFFICERS - The officers of the NAC shall consist of a
President, a Vice-president, a Secretary and a Treasurer. Upon the
execution of this Agreement and in connection with each subsequent annual
meeting of the stockholders of the NAC, the President of the NAC shall be
selected as follows: K-T, LLC shall recommend to the Board, for its
approval or rejection, in its absolute discretion, K-T, LLC's preferred
candidate for President of the NAC. If such candidate is rejected by the
Board, K-T, LLC shall then recommend a second preferred candidate for
President, which the Board may again approve or reject in its absolute
discretion. If either of the foregoing candidates proposed by K-T, LLC is
approved by the Board, such candidate shall serve as President until the
next annual meeting of stockholders, unless sooner removed as hereinafter
provided. If both such candidates are rejected by the Board, K-T, LLC
shall thereupon be solely empowered to designate the person who shall then
serve as President (which person shall be someone who the Board has not
previously declined to approve as President), which person shall then
serve as President until the next annual meeting of stockholders, or until
sooner removed as hereinafter provided.
Any person selected to serve as President of the NAC in accordance
with the foregoing procedures shall at any time during his or her term as
President be subject to removal, with or without cause, upon the
affirmative vote of two or more members of the Board of Directors. Upon
the removal of any person as President, K-T, LLC and the Board shall
promptly commence to select a successor President, in accordance with the
same selection procedures hereinbefore set forth.
The President shall report directly to the Board, and upon being
selected as President shall recommend to the Board the persons to serve as
Vice-President, Secretary and Treasurer, whose appointments and the terms
and conditions thereof shall be determined by the Board. No person
appointed as an Officer of the NAC shall have separate connections with or
loyalties to the DESERET NEWS or THE SALT LAKE TRIBUNE unless otherwise
mutually approved by DNPC and K-T, LLC, which approval may be withdrawn at
anytime. The President shall operate the NAC fairly with equal treatment
for both newspapers. Except to the extent otherwise herein provided, the
powers and duties of the President, Vice-president, Secretary and
Treasurer shall be as provided in the Utah Business Corporation Act, and
as from time to time may be provided in the NAC By-Laws. As approved by
the NAC Board of Directors, other persons may be given the working title
of Vice President without such persons becoming officers of the NAC.
2.05 DUTIES OF PRESIDENT AND OTHER OFFICERS - The President shall
conduct the normal business of the NAC pursuant to the terms of this
Agreement as a stand-alone venture of the owners. Subject to legal and
contractual obligations, the President shall select qualified managers,
executives and personnel, and shall supervise the facilities and equipment
used by the NAC, its operating systems and procedures, with respect to
advertising, circulation, production, finance and personnel, and shall
fulfill these duties in accordance with the NAC's applicable Annual Plan.
The President and the other officers of the NAC shall at all times act
independently and disinterestedly as between DNPC and K-T, LLC and in the
best interest of the NAC, consistent with the Preamble to this Agreement.
All compensation to the President shall be determined by the Board and
paid exclusively by the NAC. The President shall report directly to the
Board of Directors of the NAC and shall manage the business and affairs of
the NAC under the direction and authority of its Board of Directors.
2.06 NAC EXECUTIVE COMMITTEE - The Executive Committee of the NAC
shall be comprised of the President of the NAC, one member of the Board
designated by K-T, LLC and one member of the Board designated by DNPC. The
Executive Committee shall have the right, under chairmanship of the
President, to oversee the operations and performance of the NAC in
accordance with guidelines established by the Board of Directors, to take
emergency action as required, and to propose to the Board policies and
other matters on which Board action is appropriately required. The
Executive Committee shall meet weekly or as often as necessary, in person
or by telephone, unless otherwise directed by the NAC Board of Directors.
If one or more members of the Executive Committee shall be unable to
attend an Executive Committee meeting, he or she may designate someone,
upon notice to the other members, to attend in his or her stead.
3. PUBLISHING SCHEDULES - The DESERET NEWS currently publishes weekday
evening editions Monday through Friday between 7 a.m. and 7 p.m. and Saturday
and Sunday morning editions between 7 p.m. and 7 a.m. Currently, the Saturday
publication carries the present tabloid LDS Church News Section, which the
DESERET NEWS may elect to publish weekly on any day it may select. THE SALT LAKE
TRIBUNE publishes morning editions Monday through Sunday between 7 p.m. and 7
a.m.
The DESERET NEWS has the right to publish in the morning field of
publication Monday through Sunday in accordance with the following provisions:
DNPC shall determine, in its sole discretion, the cycles of delivery
of the DESERET NEWS (e.g., a.m., p.m., or both).
If both the DESERET NEWS and the TRIBUNE are printed in the same
time frame, news deadlines and printing times shall be determined in a
manner fair to both newspapers, and distribution and delivery of both
papers shall be accomplished by the NAC through joint use of trucks and
carriers wherever practical. All reasonable operational efforts shall be
made to facilitate and smooth the entry by DESERET NEWS into the morning
field of publication and to utilize potential economies.
DNPC shall pay to the NAC the actual net amount of any identifiable
increased out-of-pocket costs actually incurred by changes in the times of
delivery of the DESERET NEWS (hereinafter, "Incremental Costs"). Such
costs shall be calculated in the most conservative manner which shall
reasonably be determined to be appropriate by the NAC's independent
auditors and shall not include losses attributable to any diminished
circulation, decreased advertising revenues, or intangible costs, except
as may otherwise expressly be provided in this Agreement. If an additional
press and/or other directly related capital items (excluding real
property, buildings and related improvements) as are initially required to
accommodate entry of the DESERET NEWS in the morning field, they shall be
purchased and owned by DNPC, but the cost of their operation and
maintenance (other than Incremental Costs which shall be paid solely by
DNPC, as hereinbefore provided) shall be home by the NAC as with all other
normal operating expenses.
4. DIVISION OF EARNINGS AND LOSSES - NAC shall apportion to DNPC and K-T,
LLC, in percentages hereinafter set forth, the net income or the net loss of its
agency operations hereunder. Each month all receipts and income collected from
its agency newspaper operations as herein provided (except for One-sided
Advertising as hereafter set forth), after the payment of operating expenses and
other proper expenditures, and retaining such part of said net income as may
reasonably be required as working capital for its near-term future operations as
recommended by the President and approved by the Board, shall be distributed to
the parties hereto in percentages as follows: fifty-eight percent (58%) to K-T,
LLC and forty-two percent (42%) to DNPC. Where one of the newspapers determines
as a matter of editorial policy not to carry certain classifications of
advertising or certain particular advertisements, all receipts and income
collected from such advertising (hereinafter "One-sided Advertising") shall be
distributed to the party in whose newspaper the advertisements are run, after
payment of related operating expenses as measured by the NAC's production costs;
provided, however that if advertising is in fact carried in a newspaper, the
newspaper carrying such advertising shall be entitled to participate in the
revenues derived therefrom regardless of whether it has a general policy of
refusing the advertising in question.
Charges to either party for Extra Editorial Pages (as defined in Section
6.05 hereof), for One-sided Advertising and/or for promotional advertising space
which promotes only the DESERET NEWS or only the TRIBUNE, or which seeks to
build community goodwill or to promote charities, community groups or activities
solely supported by only one of the parties, shall be based upon the NAC's
actual incremental costs of material and labor therefor, as reflected in the
operating budget sections of the applicable NAC Annual Plan. Such costs shall be
subject to a quarterly adjustment to reflect fluctuations in actual newsprint or
other costs from the estimated newsprint costs and other estimated costs
reflected in the applicable NAC Annual Plan.
Notwithstanding the foregoing, the Board of Directors of the NAC from time
to time shall establish a schedule for production of each of the daily
newspapers which imposes reasonable duties on each of the parties to cooperate
in meeting page flow, press starts and other production deadlines. If for any
reason DNPC or K-T, LLC fails to adhere to said schedule within designated
tolerances, such failing party may be assessed a late charge according to a
schedule of production costs computed using the NAC's accounting methods. Such
charge shall be subject to approval by the NAC Board of Directors.
5. LIMITATIONS ON ACTIVITIES - Neither party shall engage in any activity
which, in the opinion of counsel satisfactory to both of them, would jeopardize
the exemption of this Agreement and the parties' joint operating arrangement
under the Newspaper Preservation Act.
Neither party shall have the right to utilize the services or facilities
of the NAC for any other newspaper publication published by either party without
the prior written consent of the other party, and without the entire cost of
such services and/or facilities being allocated to the party utilizing them.
Except as provided in this Agreement, neither party hereto shall publish
any newspaper in the State of Utah so long as this Agreement shall remain in
force, except as a given area shall be designated in writing by one party to
this Agreement as being outside the then existing primary and secondary market
areas of either newspaper (i.e., the Newspaper Designated Market and Retail
Trading Zone, as defined by the Audit Bureau of Circulation) and the other party
does not object in writing within sixty (60) days from the receipt of such
designation. No such objection shall be made unreasonably, and such objections
must be based on the following criteria: the NAC's market penetration in the
designated area, such area's importance to the NAC's advertisers, and all other
criteria then relevant to a proper determination that such an objection
constitutes a necessary and ancillary restraint to this Agreement under the
antitrust laws. The restrictions hereinbefore set forth shall not, however,
apply (a) to the PARK RECORD or any other newspaper now published in Summit
County, Utah by the PARK RECORD, its owner, Diversified Suburban Newspapers,
Inc., a Delaware corporation, or its successors in interest ("DSNI"), or (b) any
newspaper or other publication now or hereafter published by any entity,
including, but not limited to DSNI, of which less than fifty percent (50%) of
the stock or other equity is owned by Xxxxxxx Xxxx Xxxxxxxxx, his family and/or
trusts for their benefit.
DNPC may, on its own, use the NAC services and facilities to publish for
distribution outside the State of Utah (or elsewhere outside the primary market
area when designated without objection pursuant to this paragraph) a national or
international edition or section of the DESERET NEWS. This edition or section
may contain advertising at rates and with guidelines and advertising and
editorial ratios as may be determined by DNPC's management. DNPC shall pay to
the NAC the actual amount of increased out-of-pocket costs actually incurred for
this special edition and shall receive the revenues for advertising published in
said national or international edition for distribution outside the state of
Utah.
6. GENERAL RELATIONS AND DUTIES OF THE NAC - The sole purpose and function
of the NAC shall be to act as agent of the parties hereto in the printing,
advertising, solicitation and distribution functions of their respective
newspapers, and doing such other things as are herein specified, the cost of
which shall be paid out of the moneys collected by the NAC as herein provided.
The NAC shall have no earnings and declare no dividends, except that the NAC
shall continue to retain 3.5% of its net profits before taxes as a commission,
in keeping with requirements of the Internal Revenue Service, which amounts
shall be distributed to the parties from time to time based upon their
respective percentage of earnings allocation when the commission was charged.
6.01 MANAGEMENT - Management and control of the business of the NAC
shall be and remain in its Board of Directors. Except as specifically
provided in this Agreement, neither the officers, directors or employees
of either of the parties hereto shall undertake or assume the direction or
control of any of the executive officers or employees of the NAC in the
performance of their duties and obligations hereunder.
6.02 NAC AS AGENT - All contracts made by the NAC shall be made in
the capacity of agent of the parties hereto and its activities and powers
shall be confined entirely to such agency. No provision contained herein
or in the articles of incorporation or by-laws of the NAC shall be
construed as permitting it to act other than as agent of the parties
hereto, as herein provided, during the term of this Agreement and any
renewal or extension thereof.
6.03 NAC DUTIES - The parties hereto shall make available for the
use of the NAC, as their agent, all records, office equipment and other
facilities necessary to enable the NAC to carry into effect the purposes,
objects, terms and conditions of this agreement. The NAC shall, as agent,
(a) continue to perform all of the functions and provide all of the
services it has heretofore performed and provided under the 1982 JOA;
(b) implement the NAC's Annual Plan, (c) solicit, distribute and promote
the business of the papers, and do all billing for advertising,
circulation and other charges on behalf of the parties hereto; (d) receive
and collect all receipts and income from the publication of the newspapers
of the parties hereto; (e) pay all operating expenses incident to the
printing, of the sale of advertising and subscriptions for, of the
promotion and distribution of said newspapers, excepting the news and
editorial departments thereof and other functions performed separately by
the parties (E.G., internal accounting, etc.), and excluding salaries of
the executives of the parties hereto; (f) prepare balance sheets and
statements of income, cash flow and owners' equity on a monthly basis.
Such statements shall be prepared on a consistent basis and in accordance
with generally accepted accounting principles; (g) keep complete books of
account and records of operations and costs, all of which books and
records shall be accessible at all times to the parties hereto; (h)
prepare and deliver all necessary reports to governmental agencies; (i)
promote the advertising in and circulation of both newspapers consistent
with provisions of the Preamble to this Agreement; and (j) integrate the
operations as much as is prudent and businesslike in order to effect all
practical economies.
6.04 SUBSCRIPTION RATES/ADVERTISING - The NAC shall have the right
to set and establish the respective advertising and subscription rates for
the DESERET NEWS and the TRIBUNE from time to time; provided, however,
that circulation rates shall be established in such a manner so as not to
constitute a detriment to either of the newspapers with respect to the
other or to provide a benefit for either of the newspapers with respect to
the other. Notwithstanding the foregoing, if the entry of the DESERET NEWS
into the morning field causes a significant decline in the circulation of
the DESERET NEWS or the TRIBUNE, then special, promotional circulation
rates may be established for the DESERET NEWS or the TRIBUNE for so long
as may be appropriate to offset such decline, if requested by DNPC or K-T,
LLC, as appropriate. Whenever the advertising linage of the DESERET NEWS
acceptable to it is 85% or less than that of the TRIBUNE, the NAC shall
restructure the rate card within any legal and economic restraints to
again make buying the DESERET NEWS space along with that of the TRIBUNE as
attractive as possible. The classified advertising section shall be
identical in each newspaper, except where one of the newspapers refuses to
accept certain classifications of advertising or certain particular
advertisements, as provided herein (i.e., One-sided Advertising), or
except when the advertisers elect to advertise in only one newspaper.
Unless the parties agree otherwise, each newspaper's classified
advertising section shall carry the separate folio of the newspaper in
which it appears.
6.05 NEWSHOLE ALLOCATIONS - Newshole Allocations - During the term
of this agreement, the NAC shall establish the size of each day's edition
of the newspapers, and allot to the DESERET NEWS the same percentage ratio
newshole as the Tribune, based on the amount of run of press ("ROP") paid
advertising space appearing in each newspaper. The average weekly ratio of
newshole to advertising space shall be determined annually in the NAC's
Annual Plan, provided that in no case shall the amount of space allotted
for editorial matter in any single edition be less than ninety-three (93)
columns (fifteen and one-half pages), unless otherwise approved by the
Board of Directors. If either newspaper requires more editorial space than
the amount allotted by NAC in any given week ("Extra Editorial Pages"),
the cost of such extra pages beyond the newshole established by the NAC
shall be charged to the party requiring the extra pages in the manner
described in Section 4 hereof.
6.06 WORKING CAPITAL - The parties hereto shall from time to time,
upon request of the President and upon the approval of the Board of
Directors, provide additional working capital to the NAC in the ratio of
their respective percentages of earnings and losses (i.e., 58% - 42%) as
set forth in Section 4 hereof, as such amounts may be required to enable
the NAC to carry on and perform its duties hereunder. If either party
shall fail to provide its required share of additional working capital
when due, the other party may elect to provide such share, as an advance
on the defaulting party's behalf, which advance shall bear interest at the
prime lending rate charged by the Bank of New York until repaid, and which
advance shall be repaid in full before the party failing to provide its
required share of working capital shall be entitled to receive further
distributions of profits of the NAC pursuant to Section 4 hereof.
6.07 EMPLOYEES - The NAC shall contract with, employ and pay all
employees necessary to its operation as provided herein, and shall make
contracts in connection with such employment of labor and with independent
contractors for the furnishing of labor as may be required; provided,
however, that the NAC shall have no role or involvement whatsoever with
employment in connection with the operations of the editorial and news
departments of the parties hereto.
6.08 AUDITS - An annual audit of the business of the NAC shall be
made by an independent certified public accountant or firm of certified
public accountants selected by the Board of Directors, and copies of the
reports issued with respect to such audits shall be furnished to each of
the parties hereto.
6.09 AGENCY STATUS - The NAC shall be only an agent and shall act
only in an agency capacity for the parties hereto in its operations
hereunder, and there is not and shall not be any partnership or joint
adventure between the parties hereto or between either of the parties
hereto and the NAC.
6.10 ACCOUNTS TO BE PAID - Except as herein otherwise provided, the
NAC shall pay only such accounts as shall have been incurred by it as such
agent. Accounts and operating expenses to be paid by the NAC shall include
taxes lawfully levied against it and employee expenses, including social
security, worker compensation, health and welfare benefit costs and any
other taxes levied with respect to its employees, and reasonable
compensation for legal and auditing expenses.
6.11 LIBEL ACTIONS - Any expense arising out of claims for libel or
alleged libel, and any judgment (including attorney fees) in connection
therewith, shall be borne and paid by the party hereto in whose newspaper
the libel or alleged libel is published.
6.12 NEWSPRINT - The parties hereto will use their buying power
relationships to enable the NAC to purchase newsprint at the lowest
possible price, without markup. In the event a newsprint shortage
necessitates reduction in number of pages of the TRIBUNE and the DESERET
NEWS, they shall be reduced equally in number.
6.13 TRADEMARKS, ETC. - Neither party hereto shall in any manner
represent or claim that it has any ownership interest in any trademarks,
trade names, service marks and copyrights held by the other party and each
party acknowledges that any use by it or by the NAC hereunder of any
trademarks, trade names, service marks and copyrights held by the other
party shall not create in its or in the NAC's favor any right, title or
interest in or to the same.
6.14 WEB WIDTH - The parties agree that as soon after the effective
date of this Agreement as the Board of Directors of the NAC shall deem it
practical, the web width of both newspapers shall, at the expense of the
NAC, be converted to fifty inches (50").
7. EQUIPMENT FURNISHED TO THE NAC - The parties hereto shall furnish and
place at the disposal of the NAC, for its exclusive use, such real property and
such machinery, equipment, tools and supplies as shall be required by it, all of
the same to be used, kept in repair and, as approved by the NAC's Board of
Directors, added to, maintained and replaced by the NAC when necessary. All such
real property and equipment made available to the NAC for its operations
hereunder which is currently owned by the parties as tenants in common, and all
additions to and replacements of such equipment, shall continue to be owned by
the parties hereto as tenants in common, in accordance with their respective
interests as provided herein, and appropriate book records thereof shall be kept
by the NAC. Except as may otherwise be expressly provided herein, any additional
equipment or real property owned exclusively by one of the parties, but made
available to the NAC for the use and/or benefit of both parties, at their joint
request, shall be leased to the NAC at a fair market rental rate to be approved
by the Board of Directors of the NAC. All equipment made available to the NAC by
the parties, including additions thereto, may be sold or exchanged by the NAC;
provided, however, that no part of said physical equipment shall be sold or
exchanged except with approval of the NAC's Board of Directors and after full
compliance with the terms and provisions of any and all contracts and
obligations of the parties hereto applicable to such equipment. In the event of
sale of equipment furnished to the NAC by the parties hereto or acquired by the
NAC as provided herein, the NAC shall pay the proceeds of any such sale to the
parties hereto in accordance with their respective ownership interests at the
time the equipment was acquired or procured.
Title to all real property, machinery, equipment and other property used
by the NAC hereunder shall, except as otherwise expressly herein provided, be in
the parties hereto as tenants in common, in accordance with their respective
interests, as provided herein, and shall at no time be in the NAC. But the NAC
shall, out of the funds received by it as such agent, pay for all necessary
repairs thereof, all taxes levied and assessed thereon, fire and other customary
insurance on equipment and buildings and in connection with the use thereof, and
shall pay a reasonable rental on building quarters occupied by it.
8. INDEPENDENT EDITORIAL AND NEWS DEPARTMENTS AND ADVERTISING POLICIES -
Each of the parties hereto retains unto itself complete and exclusive control of
its news and editorial departments and policies, together with its editorial
contracts, conduct and contents, and the selection of its editors and news and
editorial department employees. There shall be no merger, combination or
amalgamation of editorial or reportorial staffs, and editorial policies shall be
independently determined. All expenses of the news and editorial department of
each of the parties hereto, including wire and photo services, salaries,
compensation, rentals to or for correspondents and bureaus, features and feature
services, graphics, internet content, office equipment and supplies, and all
other expenses directly attributable to their respective news and editorial
departments shall be paid by the respective parties hereto and not by the NAC.
Both parties shall have unlimited discretion to contract with a third
party to exercise the newspaper's independent editorial and newsroom rights of
expression, and without limiting the foregoing, both parties expressly
acknowledge the validity of the delegation made to Salt Lake Tribune Publishing
Company pursuant to its July 31, 1997 Management Agreement with K-T, LLC, for
the remainder of the current term of that agreement (subject to Salt Lake
Tribune Publishing Company's faithful performance throughout such period of the
responsibilities delegated to it), of K-T, LLC's independent rights and
responsibilities relative to the Tribune's reporting and editorial functions,
but all other rights under this Agreement shall be personal and non-delegable,
except as otherwise expressly provided in Section 21 hereof.
Each party hereto retains unto itself complete and exclusive control of
its advertising acceptance policies and the content of the advertising to appear
in the respective newspaper edited by it. The NAC shall use its best efforts to
transfer unacceptable advertising from a feature section to a main section of
the newspaper that edits the section and elects to publish such advertising, so
long as the advertiser agrees and it is mechanically feasible.
Any claims of third parties, cost or expense arising from excluding
advertising from one of the two newspapers, shall be borne by the party whose
policies exclude the same. Any such claims, cost or expense arising from the
inclusion of the advertising in one newspaper, when such advertising has been
excluded from the other newspaper due to its advertising policies, shall be
borne by the publishing newspaper.
9. CIRCULATION PROMOTIONS - To implement provisions of the Preamble to
this Agreement, the NAC will devote sufficient funds and efforts to expand
marketing, promotion and advertising for the purpose of increasing circulation
of both newspapers. Expenditures for these efforts, including geographic
expansion, shall be weighted in favor of the newspaper with less overall
circulation and will include the cost of special temporary promotions,
subscription rates, and single copy prices necessary to avoid any diminution in
the circulation of either or both newspapers as a consequence of the DESERET
NEWS entering the morning field of publication.
The NAC will support expanded geographic distribution for the DESERET NEWS
(and, if desired by K-T, LLC, for the TRIBUNE) into other key markets outside
the primary and secondary market areas (as hereinbefore defined) currently
served by either newspaper, whenever practical; provided, however, that if such
expansion is undertaken for only one of the newspapers at its request and such
expansion occasions any incremental cost to the NAC, the party requesting such
expansion shall be charged for such cost and provided further such party shall
be entitled to receive all of the circulation revenue received by the NAC from
such expanded circulation.
All advertising and promotion of both newspapers shall be done by the NAC,
except that DNPC shall be free to spend whatever it wishes in additional sales
promotion of the DESERET NEWS through the NAC or independently, provided such
expenditures by DNPC shall be coordinated with the NAC's efforts.
10. OWNERSHIP OF K-T, LLC - The parties confirm that this Agreement
creates a special relationship between them that must be honored and preserved.
It is therefore agreed that the present ownership of K-T, LLC (i.e., one hundred
percent owned by MediaNews Group, Inc.) shall not be changed without written
consent of DNPC, which shall not be unreasonably withheld; provided, however,
that DNPC shall have the unrestricted discretionary right to withhold its
consent if any sale, transfer or conveyance in one or more transactions would
result in more than 49% of the ownership of K-T, LLC being held by any entity or
entities other than MNG or if any such owner or owners of minority interest in
K-T, LLC, individually or collectively, would have the right to manage or
participate in management of K-T, LLC or compel it to take or forbear any action
with respect to this Agreement or management of the NAC.
11. TERM AND RENEWALS - This Agreement shall continue until and through
the thirty-first day of December, 2020 unless sooner terminated as provided in
Section 12 hereof. This Agreement shall automatically renew for succeeding
renewal periods of five (5) years each, unless either party shall notify the
other in writing at least two (2) years prior to the end of the then current
term that it elects to terminate the Agreement at the end of the then current
term; provided further, anything to the contrary in this paragraph
notwithstanding, DNPC shall have the option to extend the initial term of this
Agreement for successive additional terms of ten (10) years by notifying K-T,
LLC of its election to do so at least two (2) years prior to the end of the
current term or of any extended term.
12. OPTIONAL TERMINATION - Either party hereto shall have the option to
terminate this Agreement at any time upon the happening of any one or more of
the following events:
12.01 Performance of this Agreement by either or both parties
involves a violation of law or of governmental order or decree; or
12.02 Change or modification is made in the scope or applicability
of the exemption available under the Newspaper Preservation Act which
prevents the performance of this Agreement according to its terms; or
12.03 As a result of any changes in the Constitution of any state or
the Constitution of the United States of America or of legislative or
administrative action (whether state or federal) or by final decree,
judgment or order of any court or administrative body (whether state or
federal) entered after the contest thereof by either or both parties in
good faith, this Agreement shall have become void or unenforceable or
impossible of performance in accordance with the intent and purposes of
the parties as expressed in this Agreement; or
12.04 Because of the bankruptcy or insolvency of a party, there has
been or is likely to be an involuntary alienation of any of the capital
stock of the NAC owned by such party.
To exercise such option, the party seeking to terminate this Agreement
shall give written notice to the other party within fifteen (15) days following
the occurrence of the event upon which termination is to be made describing such
event, except that no such termination shall be effective until the expiration
of twelve (12) months after giving such written notice wherever it is legally
possible, unless such delay in termination would substantially prejudice either
or both parties.
13. RIGHTS OF PARTIES ON TERMINATION - On termination of this Agreement by
expiration or otherwise, the parties hereto shall meet and endeavor to work out
a just and equitable plan for discontinuing the operation of their newspapers by
the NAC, and each shall assume the full operation of its respective newspaper
from the NAC at the earliest legally mandated practicable date, subject to the
provisions of the preceding sentence of this Agreement. It is understood that
until the physical properties, real and personal, owned by the parties hereto
and made available to NAC for the printing and distribution of their newspapers,
are properly segregated or divided so that each of the parties hereto can print
and circulate its paper with its own equipment (and in no event for a period of
availability, if desired by either party, less than three years from the date of
termination), such equipment and real property so owned by them in common and
which may be necessary for the continued printing and circulation of their two
newspapers shall continue to be available to both parties, in an equitable
manner, to the extent legally permissible, to the end that there be no break in
the continued publication and circulation of their respective newspapers. Either
party may, by mutual agreement, acquire the plant and equipment interests of the
other party, but neither party shall be compelled to purchase or sell such asset
interests to the other except as provided in a mutually agreed plan of
distribution. Upon termination of this Agreement, both parties shall be given
full access to all circulation, subscriber and single copy distribution lists,
advertising account records, and market research data relating to both
newspapers.
The NAC shall be dissolved as soon as practicable, and the cost and
expense thereof paid from such funds as the NAC may have on hand, and, if
insufficient, the deficiency shall be funded by the parties hereto in the same
proportion to which they are entitled to participate in the earnings of the NAC
at the time of dissolution. Accounts or obligations incurred by the NAC prior to
or in connection with such dissolution and any of its then outstanding
commitments shall be paid or provided for out of funds it may have on hand and,
if such funds are insufficient, shall be paid or provided for by the parties in
the same proportion to which they are entitled to participate in the earnings of
the NAC at the time of dissolution. Property other than cash and accounts
receivable which may be in the custody of the NAC, shall be delivered to the
parties herein in accordance with their respective interests therein. Any
remaining cash on hand with the NAC that is not needed for the payment of
accounts or obligations, as aforesaid, or required to be set aside for
liquidation or commitments, together with notes and accounts receivable, shall
be delivered to the parties hereto in such proportion as they may be entitled to
participate in the earnings of the NAC at the time of dissolution.
If, upon termination of this Agreement, the parties are unable to agree
upon a distribution plan and its implementation, either party may petition for a
court-appointed receiver to effect a dissolution of the NAC and distribution of
its assets pursuant to Rule 66(h) of the Utah Rules of Civil Procedure. If a
receiver is appointed, the parties hereto will stipulate that the provisions of
this Agreement will be implemented by the receiver to the full extent permitted
by law.
14. NOTICES - All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally, by
telecopier or sent by certified mail, return receipt requested, postage prepaid,
or by a recognized air courier service as follows:
If to DNPC to:
Deseret News Publishing Company
00 Xxxx Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: L. Xxxx Xxxxx, Chairman
with a copy to
Xxxxxx & XxXxxxxx, P.C.
Eagle Gate Tower
60 East South Temple Street, Suite 1800
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: B. Xxxxx Xxxxxxx
If to K-T, LLC to:
Xxxxx-Tribune, LLC
c/o MediaNews Group, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, XX, President
with a copy to
Verner, Liipfert, Bernhard,
XxXxxxxxx and Hand, Chartered
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx., Esq.
or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.
15. CONFIDENTIALITY - Except as required by law, legal process, government
regulators, or as reasonably necessary for performance of their obligations or
enforcement of their rights under this Agreement, without the prior written
consent of the other, the parties hereto will treat and hold as confidential all
confidential information disclosed to or received by them relating to the
business of the NAC, including all intellectual property rights, in each case
excluding information that (a) at the time of disclosure or receipt is in the
public domain or thereafter enters the public domain without any act or omission
of receiving party, (b) was in possession of the receiving party before its
disclosure hereunder, or (c) is obtained by the receiving party from a third
party who does not thereby breach an obligation of confidence to either party to
this Agreement and who discloses it in good faith.
16. DEFINITION OF PARTIES - Any reference herein to Xxxxx-Tribune, LLC
(K-T, LLC), to MediaNews Group, Inc. (MNG), or to either or both of them as a
"party" or as "parties" to this Agreement, as such references relate to any
covenants, performances and prohibitions set forth in this Agreement, shall
include all entities and enterprises in which Xxxxxxx Xxxx Xxxxxxxxx, members of
his family and/or trusts for their benefit collectively own fifty percent (50%)
or more, directly or indirectly of the ownership, and all such other entities
and enterprises over which he otherwise is capable of exercising management
control. Any reference herein to Deseret News Publishing Company as a party to
this Agreement, as such references relate to any covenants, performances and
prohibitions set forth in this Agreement, shall include all entities and
enterprises in which Deseret Management Corporation or any other entity
affiliated with The Church of Xxxxx Xxxxxx of Latter-day Saints owns fifty
percent (50%) or more, directly or indirectly of the ownership and all such
other entities and enterprises over which Deseret Management Corporation or any
other entity affiliated with The Church of Xxxxx Xxxxxx of Latter-day Saints
otherwise is capable of exercising management control.
17. COUNTERPARTS - This Agreement may be executed in two or more
counterparts by the parties hereto, each of which when so executed will be an
original, but all of which together will constitute one and the same instrument.
18. GOVERNING LAW - This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah as applied to transactions taking
place wholly within Utah between Utah residents.
19. NO THIRD PARTY BENEFICIARY - This Agreement is made solely for the
benefit of the parties hereto and their lawful successors and assigns. No other
person shall have any rights, interest, or claims hereunder or otherwise be
entitled to any benefits under or on account of this Agreement as a third party
beneficiary or otherwise.
20. TAKE CORPORATE ACTION - Each of the parties hereto agrees to take all
corporate action necessary to carry out and effectuate the intent, purposes and
provisions of this Agreement and to cooperate with the other party in every
reasonable way that will promote successful and lawful operation of this
Agreement for both parties.
21. SUCCESSORS AND ASSIGNS - Because of the special and fiduciary
relationship created hereby, neither this Agreement nor any of the rights or
obligations of either party thereto shall be assignable or delegable by either
party without the written consent of the other, except for such lawful
delegations as may previously have been made under the 1982 JOA pursuant to the
July 31, 1997 Management Agreement entered into by K-T, LLC and Salt Lake
Tribune Publishing Company, to the extent currently and hereafter enforceable by
Salt Lake Tribune Publishing Company, but only for the current term thereof
expiring July 31, 2002 (unless sooner terminated), and not for any extension
thereof. Any authorized assignment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
22. EQUITABLE REMEDIES - Because of the special relationship perpetuated
by this Agreement and because the parties hereto stipulate that an award of
damages for breach of this Agreement will not provide an adequate remedy for
such breach, the parties shall be entitled to specific performance of the terms
of this Agreement and other appropriate equitable remedies.
23. SEVERABILITY - If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be illegal, invalid, non-binding, inoperative or
unenforceable, the same shall not affect any other provision or provisions
herein contained or render the same illegal, invalid, non-binding, inoperative,
or unenforceable to any extent whatever.
24. NAC BINDING APPROVAL - The parties shall cause the NAC to approve and
accept in writing all of the terms hereof applying to it, with duplicate
original executed copies thereof delivered to each of the parties hereto.
25. DEPARTMENT OF JUSTICE FILING - A copy of this Agreement, together with
a copy of the 1952 Agreement and 1982 Amendment, shall be filed with the United
States Department of Justice immediately following its execution by the parties
hereto.
26. ARBITRATION - If the parties are deadlocked with respect to a Reserved
Matter and if the parties' dispute with respect to such Reserved Matter is not
resolved by negotiation within ten (10) business days following written notice
of the dispute delivered by either party to the other, either party shall have
the right to refer the dispute to arbitration by giving notice to the other,
which notice shall identify the dispute. During the first seven (7) days after
such notice demanding arbitration the parties shall seek to nominate a mutually
agreed upon arbitrator. If such an arbitrator is selected and engaged, he or she
shall serve in accordance with these provisions. If within the said seven day
period no mutually agreed arbitrator is selected and engaged, then the party
requesting arbitration shall provide a copy of the notice and request for
arbitration to the person serving at such time as President of the Newspaper
Association of America ("NAA") or, if such person is interested in the dispute
or is not independent of each of the parties, the most recent past president of
the NAA who is not interested in the dispute and who is independent of each of
the parties. The NAA President or past president receiving such notice
("Facilitator") shall, within fifteen (15) days after receipt of the notice,
appoint either himself or herself, or such other person qualified as stipulated
herein, to serve as arbitrator of the dispute ("Arbitrator"). The arbitration
shall be conducted in accordance with the Rules of the American Arbitration
Association or such other rules as the Arbitrator in his or her sole discretion
shall select (in either case, the "Rules"). The procedural laws of the Federal
Arbitration Act shall apply to the arbitration to the extent not inconsistent
with the Rules. The arbitrator appointed hereunder shall not be interested in
the dispute, shall be independent of each of the parties, and shall be a
professional with at least ten (10) years experience in the newspaper publishing
industry at an executive level or otherwise a person of recognized competence or
expertise in the field of newspaper publishing.
The venue of the arbitration shall be in Salt Lake City, Utah. In arriving
at a decision, the Arbitrator shall consider the pertinent fact and
circumstances. Parties shall have the right to present documentary evidence and
witnesses and to cross-examine witnesses. The Arbitrator shall issue his or her
findings and conclusions in writing. The decision of the Arbitrator shall be
final and binding upon the parties, and no party shall seek recourse to a law
court or other authorities to appeal for revisions of such decision. Each party
shall be responsible for payment of its own expenses and the parties shall
equally share the fees and expenses of the Arbitrator. On request of any party,
a transcript of the hearing shall be prepared and made available to the parties.
Judgment on the decision of the Arbitrator may be entered in any court having
jurisdiction thereof. Nothing in the Agreement shall preclude a party hereto
from seeking equitable or other relief from a court of competent jurisdiction
when such relief is unavailable pursuant to the Rules. The parties agree that
any arbitration relating to a dispute hereunder shall be conducted and concluded
as privately and expeditiously as possible, and the parties shall use their best
efforts to that end.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed at Salt Lake City, Utah, the day and year FIRST above written.
DESERET NEWS
ATTEST: PUBLISHING COMPANY
/S/ XXXXXXX X. XXXXXXXX By:/S/ L. XXXXX XXXXX
---------------------------------- ----------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary L. Xxxx Xxxxx, Chairman
XXXXXX-TRIBUNE, LLC
ATTEST:
By:/S/ XXXXXXXX XXXXXXXX By:/S/ XXXXXX X. XXXXXXX, XX
------------------------------- -------------------------------
Xxxxxxxx Xxxxxxxx, Secretary Xxxxxx X. Xxxxxxx, XX, President
Newspaper Agency Corporation hereby approves and accepts the foregoing
Agreement and agrees to BE bound by terms and provisions thereof applicable to
it.
NEWSPAPER AGENCY CORPORATION
ATTEST:
By:/S/ XXXXXXXX XXXXXXXX By:/S/ XXXXXXX XXXX XXXXXXXXX
------------------------------- -------------------------------
Xxxxxxxx Xxxxxxxx, Secretary Xxxxxxx Xxxx Xxxxxxxxx, Chairman
