AGREEMENT OF LIMITED PARTNERSHIP FOR SOUTHWESTERN NEWSPAPERS COMPANY, LP.
Exhibit T3B.15
AGREEMENT OF LIMITED PARTNERSHIP
FOR
SOUTHWESTERN NEWSPAPERS COMPANY, LP.
FOR
SOUTHWESTERN NEWSPAPERS COMPANY, LP.
This Agreement of Limited Partnership (the “Agreement”) is made as of the 18th of
December, 1997, between ▇▇▇▇▇▇ COMMUNICATIONS CORPORATION, a Georgia corporation (hereinafter
referred to as the “General Partner”) and YANKTON PRINTING COMPANY, a South Dakota corporation
(hereinafter referred to as the “Limited Partner”).
WITNESSETH
WHEREAS, the General Partner and the Limited Partner (hereinafter the General Partner and the
Limited Partner are sometimes referred to collectively as the “Partners” and referred to
individually as a “Partner”) desire to form a Limited Partnership named “Southwestern Newspapers
Company, L.P.”, pursuant to the provisions of the Texas Revised Limited Partnership Act;
NOW, THEREFORE, in consideration of the premises and the mutual benefits, covenants and
conditions set forth herein, the undersigned, after being duly sworn, do hereby agree and certify
as follows.
1. Name. The name of the limited partnership shall be Southwestern Newspapers Company, L.P.
(the “Partnership”).
2. Character of Business. The character of the business of the Partnership shall be to
acquire, hold, own, and operate newspapers and other instrumentalities of communication, print or
otherwise, located in the state of Texas or elsewhere, and to engage in all general activities
related or incidental thereto.
3. Principal Place of Business. The principal place of business of the Partnership shall be
located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as the General Partner shall
from time to time designate in writing to the Limited Partner.
4. Partners.
4.1. General Partner. The name and place of business of the General Partner is as follows:
▇▇▇▇▇▇ Communications Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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4.2. Limited Partner. The name and place of business of the Limited Partner is as follows:
Yankton Printing Company ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Term. The term for which the Partnership is to exist shall commence upon the filing of the
Certificate of Limited Partnership of the Partnership in the office of the Secretary of State of
Texas, and shall continue until December 31, 2050, unless sooner terminated by law or under the
provisions of this Agreement.
6. Capital Contributions. The General Partner shall be treated for all purposes as if it had
made capital contributions to the Partnership equal to five (5%) percent of the Partnership’s
property and the Limited Partner shall be treated as if it had made capital contributions equal to
ninety-five (95%) percent of such property (respectively, the Partners’ “Percentage Interests”).
7. Additional Contributions. No Partner shall be required to make any additional
contributions to the capital of the Partnership; provided however, that if all the
Partners agree to make additional contributions, such additional contributions shall be
made in accordance with their respective Percentage Interests.
8. Return of Contributions. The capital contribution of each Partner shall be returned from
time to time throughout the term of the Partnership as distributions are made to the Partners under
the provisions of Section 10.
9. Allocations of Income or Loss.
9.1. Percentage Interests. The Percentage Interest of the General Partner is five (5%)
percent. The Percentage Interest of the Limited Partner is ninety-five (95%) percent.
9.2. General. The net income or loss of the Partnership, as determined for federal income tax
purposes for any taxable year of the Partnership, and all other items of income, gain, loss,
deduction or credit realized, incurred or earned by the Partnership, shall be allocated among the
Partners in accordance with their respective Percentage Interests.
9.3. Transfer of Interest. With respect to any interest in the Partnership which is
transferred in accordance with Section 11 during any taxable year, the net income or loss allocated
to such interest shall be allocated between the transferor and transferee in proportion to the
number of days in the calendar year that each was the holder of record of the interest, without
regard to the operation of the Partnership before and after the transfer of record (unless the
transferor and transferee agree to an allocation based on results during such period and agree to
reimburse the Partnership for its costs in computing and reporting such allocation).
10. Distributions. All distributions to Partners shall be distributed among the Partners in
accordance with their respective Percentage Interests.
11. Transfer of Partnership Interests.
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11.1. Prohibition Against Transfer. A Partner may not sell or otherwise dispose of, pledge,
or otherwise transfer his interest in the Partnership and in conjunction therewith give its
assignee the right to become a general or limited partner without the prior written consent of the
General Partner and the Limited Partner, the granting or denial of which shall be within their sole
and absolute discretion.
11.2. Rights of Assignee; Substitution Following Transfer. An assignee who acquires a Limited
Partnership Interest in compliance with the provisions of this Agreement shall have the right to
receive all allocations and distributions to which its assignor would otherwise have been entitled,
and to receive copies of all notices and reports required to be given to Limited Partners under the
terms of this Agreement. No such assignee shall have the right, however, to become a substituted.
Limited Partner unless the General Partner shall consent thereto in writing, the granting or denial
of which shall be within the sole and absolute discretion of the General Partner, and unless all
expenses incurred by the Partnership in connection with the admission of the substituted Limited
Partner are paid or reimbursed to the Partnership by the substituted Limited Partner.
12. Additional Partners. No additional Limited Partner may be admitted to the Partnership
without the prior written consent of the General Partner, and no additional General Partner may be
admitted to the Partnership without the prior written consent of a majority in interest of the
Limited Partners. The Partners hereby acknowledge and agree that, notwithstanding any general
fiduciary duty that a Partner may have as a Partner, consent may be withheld in the sole and
unreviewable discretion of a partner, with or without cause, and without any liability or
accountability to any other person.
13. Priority. No Partner shall have priority over any other Partner as to contributions or as
to compensation by way of income.
14. Distributions of Property. No Partner shall have the right to demand property other than
cash in return for its contribution to the Partnership.
15. Management and Operation of Partnership.
15.1. Management. The General Partner shall be solely responsible for the management of the
business and of airs of the Partnership, and any action to be taken by or on behalf of the
Partnership shall be taken by the General Partner. Any note, contract, deed, ▇▇▇▇ of sale,
mortgage, lease or other document purporting to bind the Partnership or which would affect the
property of the Partnership must be signed on behalf of the Partnership by the General Partner or
by such person designated as the representative of the Partnership in a writing signed by the
General Partner.
15.2. Powers of the General Partner. The General Partner shall have the power on behalf of
the Partnership to carry on and conduct any and all business of the Partnership in the manner it
deems appropriate, to acquire, contract to acquire or enter into an option to acquire, sell,
exchange, or convey title to, and to contract to sell or grant an option for the sale of all or any
portion of the real or personal property of the Partnership, including, without limitation, the
Partnership’s interest in its real property, and to execute, acknowledge and
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deliver such documents and instruments, including promissory notes and deeds to secure debt,
as may be necessary or desirable in conjunction with such transactions; to borrow money and as
security therefor to pledge all or any part of the Partnership’s assets; to obtain replacements of
any such indebtedness, and to prepay, in whole or in part, refinance, recast, increase, modify,
consolidate, correlate, or extend any indebtedness affecting the property of the Partnership; all
of the foregoing at such price or amount, for cash, securities, or other property and upon such
terms as it deems proper to employ from time to time persons, firms, or corporations for the
purpose of operating, managing, selling or otherwise dealing in or with the business and property
of the Partnership, on such terms and for such compensation as it shall determine; to execute
.any guaranty or accommodation endorsement reasonably incident to the conduct of the
business of the Partnership; and to execute, acknowledge, and deliver any and all instruments,
documents or agreements, including powers of attorney, to effectuate the foregoing. By way of
extension of the foregoing and not in limitation thereof, the General Partner shall possess all the
powers and rights of a Partner in a Partnership without Limited Partners under the partnership law
of the State of Texas.
15.3. Duties of the General Partner. The General Partner shall perform all ministerial duties
associated with the business of the Partnership, and shall preside at all meetings of the
Partnership. The General Partner shall represent the Partnership in all transactions with third
parties, unless it shall have designated in writing another person as the representative of the
Partnership. The General Partner shall establish and maintain such checking, savings, and other
accounts as it may from time to time deem appropriate. In addition to. other duties
which may be set out herein, the General Partner shall diligently and faithfully devote such of its
time to the Partnership business as may be necessary to carry on and conduct said business for the
greatest advantage of the Partnership; shall prepare and file or cause to be prepared and filed all
tax returns and other returns and reports to any governmental authority reasonably required for the
carrying on of the business of the Partnership; and shall do all other things and perform such
other duties as may be reasonably necessary to the successful operation of the Partnership.
15.4. Liability of General Partner to Partnership. The General Partner shall not incur any
liability to the Partnership or any other Partner for any mistakes or errors in judgment or for any
act or omission believed by the General Partner in good faith to be within the scope of authority
conferred upon it by this Agreement; provided, however, that the General Partner maybe liable for
any losses, costs or damages resulting from conduct with respect to the Partnership amounting to
fraud, dishonesty, willful neglect of duty, gross negligence, or a breach of its fiduciary duty to
the other Partners.
15.5. Indemnification. The Partnership shall, to the extent permitted by law, indemnify and
save harmless the General Partner against and from any personal loss, liability or damage incurred
by it, as the result of any act or omission with respect to which it is protected from liability
under Section 15.4.
15.6. Reimbursement of Expenses. The General Partner shall be reimbursed by the Partnership
for all costs and expenses ‘reasonably incurred on behalf of the Partnership, including without
limitation, legal and accounting fees, incurred in connection with the formation or
operation of the Partnership.
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16. Limited Partners.
16.1. Limitation of Power to Control Business. A Limited Partner shall have no right or power
to take part in any way in the control of the Partnership business (provided that if the
General Partner shall have purchased an interest in the Partnership, this Section 16. 1
shall in no way restrict the rights, obligations and duties of the General Partner while acting in
its capacity as such). In addition, a Limited Partner shall not transact any business on behalf of
the Partnership, nor shall a Limited Partner have the power to sign for or bind the Partnership in
any manner.
16.2. Limitation of Liabilities. Except as otherwise provided under Texas law, the liability
of a Limited Partner for its share of the Partnership’s liabilities shall be limited to the total,
amount of the capital contributions which it has agreed in this Agreement to make.
17. Loans and Advances by Partners. In the event that any Partner shall lend money to the
Partnership, the principal and. interest with respect to such loan shall be paid in full
prior to any distribution of funds to the Partners under the terms of this Agreement unless such
loan contains a specific provision to the contrary. Any Partner who shall lend money to the
Partnership under the terms of this Section 17 shall be considered an unrelated creditor with
respect to such loan, to the extent allowed by law.
18. Accounting, Records, Banking.
18.1. Fiscal Year. The fiscal year of the Partnership shall end on the last day of December
of each year, or on such other permissible date as may be selected hereafter from time to time by
the General Partner.
18.2. Method of Accounting. The Partnership books of account shall be maintained, and its
income, gains, losses and deductions shall be accounted for, in accordance with accrual basis
accounting, consistently applied, or on such other method of accounting as may be selected
hereafter by the General Partner.
18.3. Books and Records. The books and records of the Partnership required to be kept by law
and a Hilly executed copy of this Agreement shall be maintained at the principal place of business
of the Partnership and each Partner shall have access thereto at all reasonable times. The books
and records of the Partnership shall reflect all transactions of the Partnership, and shall be
appropriate and adequate for its business. Within a reasonable period after the close of each
year, a report shall be transmitted to each Partner indicating its proportionate share of the
income or .loss of the Partnership for such year for federal income tax purposes.
18.4. Banking. All funds of the Partnership shall be deposited in a separate bank account or
accounts in the name of the Partnership as may be determined from time to time by the General
Partner to be necessary or desirable for the operation of the business of the Partnership.
Withdrawals from such account or accounts shall be made upon checks or other withdrawal orders
executed by the General Partner, or by any other persons who may be authorized from time to time to
make such withdrawals by the General Partner.
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19. Dissolution of Partnership.
19.1. Events of Dissolution. The occurrence of any one of the following events shall cause
the dissolution of the Partnership:
(a) The expiration of the term of this Agreement; or
(b) The agreement of all General Partners and 2/3 in interest of the Limited Partners to
dissolve the Partnership; or
(c) Unless otherwise provided by law, the resignation, withdrawal, bankruptcy,’ or
adjudication of insolvency of the General Partner.
In no event shall the death of a Limited Partner result in the dissolution of the
Partnership. In the event of the death of a Limited Partner, the personal representative of the
deceased Limited Partner shall succeed to the interest of the deceased Limited Partner in the
Partnership, subject to the rights of any assignees of the deceased Limited Partner in and to such
interest, and subject to the limitations on transfer contained in Section 11.
In the event of dissolution of the Partnership, this Agreement shall be canceled and the
Partnership dissolved, and a certificate of cancellation to such effect shall be filed in the
office of the Secretary of State of Texas.
19.2. Winding-up of the Partnership.
(a) Subject to any applicable limitations of law, upon dissolution of the Partnership, the
assets of the Partnership shall be converted into cash and the cash shall then be applied and
distributed in accordance with Section 10 hereof.
(b) Upon dissolution, each Partner shall look solely to the assets of the Partnership for the
return of its capital contribution, and if the Partnership property remaining after
payment or discharge of the debts and liabilities of the Partnership, including any debts and
liabilities owed to one or more of the Partners, is insufficient to return the capital contribution
of such Partner, such Partner shall have no recourse against any other Partner with respect to the
return of its capital contribution.
(c) The winding-up of the affairs of the Partnership and the distribution of its assets shall
be conducted exclusively by the General Partner, who is hereby authorized to do any and all acts
and things reasonably deemed necessary or useful for these purposes, provided that the General
Partner may delegate its obligations under this Section 19.2 to a liquidating receiver or trustee,
who shall be a bank or trust company or other person or firm having experience in managing,
liquidating or otherwise handling assets of the type then owned by the Partnership.
20. Miscellaneous Provisions.
20.1. Amendments. No amendments, modification or alteration of this Agreement shall be
binding on the parties hereto unless the same shall be in writing; shall be
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dated subsequent to the date hereof and shall be duly approved and executed by all of the
General Partners and at least 2/3 in interest of the Limited Partners; provided that no amendment
shall be binding upon any Limited Partner without such Limited Partner’s consent, to the extent
such amendment would increase such Limited Partner’s liability for capital contributions or would
make such Limited Partner a General Partner.
20.2. Notices.
(a) Any notice or other communication required or permitted to be given by any provision of
this Agreement shall be in writing and shall be either (i) delivered personally to the
party. to whom the same is directed, or (ii) sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the party to whom directed at the
address set out in Section 4 hereof.
(b) Any Partner may change its address for purposes of notice by giving notice of such change
to all the other Partners in the manner herein specified.
20.3. Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or limit the scope,
extent or intent of this Agreement or any provision hereof.
20.4. Severability. Each provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity or enforceability of the remainder of this Agreement.
20.5. Sole Agreement. This Agreement constitutes the entire understanding of the parties
hereto with respect to the subject matter hereof.
20.6. Application of Texas Law. This Agreement and the application and interpretation hereof
shall be governed exclusively by the terms of the law of the State of Texas.
20.7. Execution in Counterparts. This Agreement and any amendments hereto may be executed in
any number of counterparts, either by the parties hereto and their successors, or their duly
authorized attorney-in-fact, with the same effect as if all parties had signed the same document.
All counterparts shall be construed as and shall, constitute one and the same instrument.
20.8. Waiver of Action for Partition. Each of the parties irrevocably waives during the term
of the Partnership any right that it may have to maintain any action for partition of any property
owned by the Partnership.
20.9. Binding Effect on Successors. Subject to the limits on transferability and assignment
contained herein, each and all of the covenants, terns, provisions and agreements herein
contained shall be binding upon and inure to the benefit of the successors, transferees, heirs
and assigns of the respective parties hereto.
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20.10. Independent Activities. Notwithstanding the existence of this Agreement, a Partner may
engage in whatever other activities it chooses, whether the same be competitive with the
Partnership or otherwise without having or incurring any obligation to disclose or to offer any
interest in such activities to any other party hereto.
20.11. Merger. The Partnership may be merged with one or more domestic or foreign limited
partnerships or corporations if the General Partner and 2/3 in interest of the Limited Partners’
consent to the merger,
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals, all as of the day
and year first above written.
| GENERAL PARTNER | |||||||
| ▇▇▇▇▇▇ COMMUNICATIONS CORPORATION a Georgia corporation |
|||||||
| By: | /s/ ▇. ▇. ▇▇▇▇▇▇ ▇▇ | ||||||
| ▇.▇. ▇▇▇▇▇▇ ▇▇ | |||||||
| As Its President | |||||||
| Attest: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||
| As Its Assistant Secretary | |||||||
| (Corporate Seal) | |||||||
| LIMITED PARTNER | |||||||
| YANKTON PRINTING COMPANY, a South Dakota corporation |
|||||||
| By: | /s/ ▇. ▇. ▇▇▇▇▇▇ ▇▇ | ||||||
| ▇.▇. ▇▇▇▇▇▇ ▇▇ | |||||||
| As Its President | |||||||
| Attest: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||
| As Its Assistant Secretary | |||||||
| (Corporate Seal) | |||||||
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FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT FOR
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT (the “Amendment”) is made this 9th
day of April, 2009, between ▇▇▇▇▇▇ PUBLISHING GROUP, LLC (the “General Partner”), a Georgia
limited liability company, and YANKTON PRINTING COMPANY (the “Limited Partner”), a South Dakota
corporation, the General Partner and the Limited Partner sometimes referred to collectively herein
as the “Parties”.
WHEREAS, the General Partner and the Limited Partner constitute all of the current partners of
Southwestern Newspapers Company, L.P. (the “Partnership”), a Texas limited partnership; and
WHEREAS, the General Partner and the Limited Partner desire to amend the Partnership’s
Agreement of Limited Partnership (the “Agreement”) as set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein, the Parties hereby agree as
follows:
1, Amendments to Agreement. The Agreement is hereby amended as follows:
(a) Paragraph (c) of Section 19.1 of the Agreement is deleted in its entirety.
(b) Subparagraphs (4) and (5) of Section 153.155(a) of the Texas Business Organizations
Code Annotated, as amended, shall not apply to the Partnership.
SIGNATURES ON FOLLOWING PAGES
IN WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be duly
executed and delivered by their respective officers thereunto duly as of the date set forth above.
| GENERAL PARTNER: | ||||||||||
| ▇▇▇▇▇▇ PUBLISHING GROUP, LLC | ||||||||||
Attest: |
||||||||||
| /s/ ▇▇▇▇▇ ▇. House, Jr. | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
By:
|
▇▇▇▇▇ ▇. House, Jr. | By: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||
| As Its: Assistant Secretary | As Its: Senior Vice President – Finance | |||||||||
| [SEAL] |
||||||||||
| LIMITED PARTNER: | ||||||||||
| YANKTON PRINTING COMPANY | ||||||||||
Attest: |
||||||||||
| /s/ ▇▇▇▇▇ ▇. House, Jr. | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
By:
|
▇▇▇▇▇ ▇. House, Jr. | By: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||
| As Its: Assistant Secretary | As Its: Senior Vice President – Finance | |||||||||
| [SEAL] |
||||||||||
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT FOR
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
THIS SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT (the “Amendment”) is made this 15 day
of October, 2009, between ▇▇▇▇▇▇ PUBLISHING GROUP, LLC (the “General Partner”), a Georgia limited
liability company, and YANKTON PRINTING COMPANY (the “Limited Partner”), a South Dakota
corporation, the General Partner and the Limited Partner sometimes referred to collectively herein
as the “Parties”.
WHEREAS, the General Partner and the Limited Partner constitute all of the current partners of
Southwestern Newspapers Company, L.P. (the “Partnership”), a Texas limited
partnership; and
WHEREAS, the General Partner and the Limited Partner desire to amend the Partnership’s
Agreement of Limited Partnership (the “Agreement”) as set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein, the Parties hereby agree as
follows:
1. Amendment to Agreement. The Agreement is hereby amended by inserting the following
as Section 15.7:
15.7 Board Observers. At any time during which there is an outstanding balance on the
Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated
Credit Agreement dated October ___, 2009 (the “Credit Agreement”), among ▇▇▇▇▇▇ Communications
Company, LLC, ▇▇▇▇▇▇ Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as
Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one
(1) nonvoting observer (the “Observer”) to the Board of Directors of the Partnership’s General
Partner and to all committees thereof. Such Observer shall be entitled to attend all General
Partner’s Board meetings (which meetings shall generally be held telephonically) but will not be
entitled to vote at any General Partner’s Board meeting. Such Observer shall be entitled to receive
all consents, proposed consents or General Partner’s Board actions, documents, materials,
information and notices (whether or not in writing) provided to the General Partner’s Board;
provided, however, that the General Partner’s Board reserves the right to exclude such Observer
from access to any material or meeting or portion thereof (only if the Observer is notified of such
withholding) if the General Partner’s Board votes in good faith after advice of counsel, that such
exclusion is necessary (taking into account any confidentiality agreements that such Observer has
executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent
a breach by the General Partner’s Board of its fiduciary duties; or (c) to avoid the impairment of
the General Partner’s Board’s ability to enforce its rights under this Agreement in any bona fide
dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC,
except that the Observer may be removed for cause by the General Partner’s Board in the event of
willful misconduct or material breach of any confidentiality agreement with the Partnership or its
affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC
has been notified of the General Partner’s Board’s intent to remove such person for cause and is
given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an
Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings,
LLC shall cease to possess the right to designate an Observer, and any Observer so designated will
automatically and without further action be removed from the General Partner’s Board. At any time
during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit
Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its
designee in connection with its rights in this Section 153 shall be reimbursed by the Partnership.
SIGNATURES ON FOLLOWING PAGES
THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT FOR
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
THIS THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT (the “Amendment”) is made effective
October 31, 2001, between ▇▇▇▇▇▇ PUBLISHING GROUP, LLC (the “General Partner”), a Georgia limited
liability company, and YANKTON PRINTING COMPANY (the “Limited Partner”), a South Dakota
corporation, the General Partner and the Limited Partner sometimes referred to collectively herein
as the “Parties”.
WHEREAS, the General Partner and the Limited Partner constitute all of the current partners of
Southwestern Newspapers Company, L.P. (the “Partnership”), a Texas limited partnership;
WHEREAS, a ▇▇▇▇ of Sale was executed on October 31, 2001, between ▇▇▇▇▇▇ Communications
Company, LLC, a Georgia limited liability company (designated in error as ▇▇▇▇▇▇ Communications
Corporation, a Georgia corporation, its prior name) and MCC Newspapers, LLC n/k/a ▇▇▇▇▇▇ Publishing
Group, LLC, a Georgia limited liability company (the “▇▇▇▇ of Sale”), whereby ▇▇▇▇▇▇ Communications
Corporation (“MCC”) transferred all of its right, title and interest in its ownership and equity
interests in the Partnership to MCC Newspapers, LLC, n/k/a ▇▇▇▇▇▇ Publishing Group, LLC, a Georgia
limited liability company (the “Transfer”);
WHEREAS, the General Partner, with the consent of the Limited Partner, desires to ratify,
confirm and reaffirm the Transfer as evidenced by the ▇▇▇▇ of Sale effective as of the date of the
▇▇▇▇ of Sale to reflect and document the Transfer; and
WHEREAS, the General Partner and the Limited Partner desire to amend the Partnership’s
Agreement of Limited Partnership (the “Agreement”) as set forth herein effective as of the date of
the ▇▇▇▇ of Sale.
NOW, THEREFORE, in consideration of the premises contained herein, the Parties hereby agree as
follows:
1. General Partner ratifies, confirms, and reaffirms the Transfer and agrees to serve as the
general partner and registered agent of the Partnership and agrees to be bound by the Agreement in
all respects.
2. The Limited Partner consents to the Transfer, the admission of ▇▇▇▇▇▇ Publishing Group,
LLC, a Georgia limited liability company, as general partner of the Partnership, and the Amendment
of the Agreement effective as of the date of the ▇▇▇▇ of Sale as outlined in Paragraph 3 below.
3. Amendment to Agreement. The Agreement is hereby amended as of the date of the ▇▇▇▇
of Sale by inserting the following as Section 4.1:
4.1 General Partner. The name and place of business of the General Partner is as follows:
▇▇▇▇▇▇ Publishing Group, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURES ON FOLLOWING PAGES
IN WITNESS WHEREOF, the Parties have caused this third Amendment to the Agreement to be duly
executed and delivered by their respective officers effective as of the date set forth above.
| GENERAL PARTNER: | ||||||||||
| ▇▇▇▇▇▇ PUBLISHING GROUP, LLC | ||||||||||
Attest: |
||||||||||
| /s/ ▇▇▇▇▇ ▇. House, Jr. | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
By:
|
▇▇▇▇▇ ▇. House, Jr. | By: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||
| As Its: Assistant Secretary | As Its: Senior Vice President – Finance | |||||||||
| [SEAL] |
||||||||||
| LIMITED PARTNER: | ||||||||||
| YANKTON PRINTING COMPANY | ||||||||||
Attest: |
||||||||||
| /s/ ▇▇▇▇▇ ▇. House, Jr. | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
By:
|
▇▇▇▇▇ ▇. House, Jr. | By: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||
| As Its: Assistant Secretary | As Its: Senior Vice President – Finance | |||||||||
| [SEAL] |
||||||||||
IN WITNESS WHEREOF, the Parties have caused this third Amendment to the Agreement to be duly
executed and delivered by their respective officers effective as of the date set forth above.
| ▇▇▇▇▇▇ COMMUNICATIONS COMPANY, LLC | ||||||||||
Attest: |
||||||||||
| /s/ ▇▇▇▇▇ ▇. House, Jr. | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
By:
|
▇▇▇▇▇ ▇. House, Jr. | By: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||
| As Its: Assistant Secretary | As Its: Senior Vice President – Finance | |||||||||
| [SEAL] |
||||||||||