EXHIBIT 3.56
LIMITED PARTNERSHIP AGREEMENT
of
PRIMEDIA WORKPLACE LEARNING LP
THE UNDERSIGNED is executing this Limited Partnership Agreement
("AGREEMENT") for the purpose of forming a limited partnership (the
"PARTNERSHIP") pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act, 6 Del. C. Sections 17-101 ET SEQ. (the "ACT"), and do
hereby certify and agree as follows:
1. NAME. The name of the Partnership shall be PRIMEDIA Workplace
Learning LP, or such other name as the General Partner may from time to time
hereafter designate.
2. DEFINITIONS. In addition to terms otherwise defined herein, the
following terms are used herein as defined below:
"CODE" means the Internal Revenue Code of 1986, as amended.
"EVENT OF WITHDRAWAL OF THE GENERAL PARTNER" means an event that
caused the General Partner to cease to be a general partner of the
Partnership as provided in Section 17-402 of the Act.
"GENERAL PARTNER" means Xxxx Publishing Companies Inc.
"LIMITED PARTNERS" means those persons shown as limited partners
on the signature pages hereof and as otherwise set forth in the books
and records of the Partnership, and all other persons or entities
admitted as additional or substitute Limited Partners pursuant to this
Agreement, so long as they remain Limited Partners.
"PARTNERS" means those persons or entities who from time to time
are the General Partner and the Limited Partners. Each Partner shall
own the aggregate rights and interest in the Partnership as set forth
on Exhibit A.
"REGULATIONS" mean the regulations promulgated under sections
704(b) and 704(c) of the Code.
3. PURPOSE. The principal purpose of the Partnership is to operate
the business of Partnership, and any other lawful purpose. The Partnership shall
have the power to engage in all activities and transactions which the General
Partner deems necessary or advisable in connection with the foregoing.
4. OFFICES.
(a) The principal place of business and office of the Partnership
shall be located at, and the Partnership's business shall be conducted from,
such place or places as the General Partner may designate to the Partners from
time to time.
(b) The registered office of the Partnership in the State of
Delaware shall be located at c/o National Registered Agents, Inc. 0 Xxxx
Xxxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000. The name and address of the registered
agent of the Partnership for service of process on the Partnership in the State
of Delaware shall be National Registered Agents, Inc. 0 Xxxx Xxxxxxxxxx Xxxxxx,
Xxxxx, Xxxxxxxx 00000.
5. PARTNERS. The name and business or residence address of each
Partner of the Partnership, the General Partner and the Limited Partners being
separately designated, are as set forth in the books and records of the
Partnership.
6. TERM. The term of the Partnership commenced on the date of filing
of the Certificate of Limited Partnership of the Partnership in accordance with
the Act and shall continue until termination of the Partnership in accordance
with Section 14 of this Agreement.
7. MANAGEMENT OF THE PARTNERSHIP.
(a) The General Partner shall have the exclusive right to manage the
business of the Partnership, and shall have all powers and rights necessary,
appropriate or advisable to effectuate and carry out the purposes and business
of the Partnership and, in general, all powers permitted to be exercised by a
general partner under the laws of the State of Delaware. The General Partner may
appoint, employ, or otherwise contract with any persons or entities for the
transaction of the business of the Partnership or the performance of services
for or on behalf of
the Partnership, and the General Partner may delegate to any such person or
entity such authority to act on behalf of the Partnership as the General Partner
may from time to time deem appropriate.
(b) No Limited Partner, in his status as such, shall have the
right to take part in the management or control of the business of the
Partnership or to act for or bind the Partnership or otherwise to transact any
business on behalf of the Partnership.
8. CAPITAL CONTRIBUTIONS.
Partners shall make capital contributions to the Partnership in
such amounts and at such times as the General Partner shall determine, subject
to any written agreements between the General Partner and a Limited Partner, and
such amount of capital contributions of each Partner shall be reflected in the
books and records of the Partnership.
9. ASSIGNMENTS OF PARTNERSHIP INTEREST.
(a) No Limited Partner may sell, assign, pledge or otherwise
transfer or encumber (collectively "TRANSFER") all or any part of his interest
in the Partnership, nor shall any Limited Partner have the power to substitute a
transferee in his place as a substitute Limited Partner, without, in either
event, having obtained the prior written consent of the General Partner, which
consent may be given or withheld in its sole discretion.
(b) The General Partner may transfer or assign its interest as a
general partner in the Partnership. A person who is admitted as an additional or
substitute General Partner shall thereby become a General Partner and shall have
the right to manage the affairs of the Partnership and to vote as a Partner to
the extent of the interest in the Partnership so acquired. The General Partner
shall not cease to be the general partner of the Partnership upon the collateral
assignment of or the pledging or granting of a security interest in its entire
interest in the Partnership.
10. WITHDRAWAL. No Limited Partner shall have the right to withdraw
from the Partnership except with the consent of the General Partner and upon
such terms and conditions as may be specifically agreed upon between the General
Partner and the withdrawing Limited Partner. The provisions hereof with respect
to distributions upon withdrawal are exclusive and no Partner shall be entitled
to claim any further or different distribution upon withdrawal under Section
17-604 of the Act or otherwise.
11. ADDITIONAL PARTNERS. The General Partner shall have the right to
admit additional Limited Partners upon such terms and conditions, at such time
or times, and for such capital contributions as shall be determined by the
General Partner.
12. ALLOCATIONS AND DISTRIBUTIONS. Subject to any written agreements
between a Limited Partner and the General Partner or an Affiliate thereof,
distributions of cash or other assets of the Partnership shall be made at such
times and in such amounts as the General Partner may determine. Distributions
shall be made to Partners PRO RATA in accordance with the amount of their
contributions to the Partnership. Profits and losses shall be allocated among
the Partners in a manner to produce capital accounts consistent with
distributions made by the Partnership; PROVIDED, that "nonrecourse deductions"
(as defined in the Regulations) shall be allocated among the Partners PRO RATA
in accordance with the amount of their contributions. The Partnership shall make
allocations that comply with the Regulations, including requiring a "qualified
income offset" (as described in the Regulations) and a "minimum gain chargeback"
(as described in the Regulations).
13. RETURN OF CAPITAL. No Partner has the right to receive, and the
General Partner has absolute discretion to make, any distributions to a Partner
which include a return of all or any part of such Partner's capital
contribution, provided that upon the dissolution of the Partnership, the assets
of the Partnership shall be distributed as provided in Section 17-804 of the
Act.
14. DISSOLUTION. The Partnership shall be dissolved and its affairs
wound up and terminated upon the first to occur of the following:
(a) December 31, 2099;
(b) The determination of the General Partner to dissolve the
Partnership; or
(c) The occurrence of an Event of Withdrawal of the General
Partner or any other event causing a dissolution of the Partnership under
Section 17-801 of the Act.
15. AMENDMENTS. This agreement may be amended by the General Partner
without the consent of the Limited Partners, except that any amendment that is
materially adverse to any Limited Partner shall require the written consent of
such Limited Partner for such amendment to be binding on such Limited Partner.
Copies of all amendments hereto will be sent to each Limited Partner within a
reasonable period of time after such amendment's effectiveness.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be an original or telecopy and all of which
taken together shall constitute one and the same instrument.
17. ARBITRATION. Any dispute, controversy or claim arising out of or
relating to this Agreement or to the Partnership's affairs or the rights or
interests of the Partners or Withdrawn Partners or any of them, or the estate or
legal representatives of any Withdrawn Partner, or the breach or alleged breach
of this Agreement, whether arising during the Partnership term or at or after
its dissolution and the winding up of its affairs, shall be settled by
arbitration in New York City, New York, (or, if applicable law requires some
other forum, then such other forum) in accordance with the rules then obtaining
of the U.S. American Arbitration Association. If the parties to any such
controversy are unable to agree upon an arbitrator or arbitrators, then an
arbitrator shall be appointed in accordance with such rules. The parties consent
to the non-exclusive jurisdiction of the Supreme Court of the State of New York,
United States and of the United States District Court for the Southern District
of New York, United States, for all purposes in connection with any such
arbitration. The parties agree that any process or notice of motion or other
application to either of such courts, and any paper in connection with any such
arbitration, may be served by certified mail, return receipt requested, or by
personal service or in such other manner as may be permissible under the rules
of the applicable court or arbitration tribunal, provided a reasonable time for
appearance is allowed.
18. ENTIRE AGREEMENT. The General Partner or an affiliate thereof
may, or may cause the Partnership to, enter or has previously entered, into
separate letter agreements with certain Partners, officers or employees on terms
and conditions not inconsistent with this Agreement; PROVIDED, that,
notwithstanding the foregoing, any terms of this Agreement may be made subject
to any such letter agreements to the extent provided elsewhere herein.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of May 18, 2003.
LIMITED PARTNER:
PRIMEDIA WORKPLACE LEARNING LLC
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman
GENERAL PARTNER:
XXXX PUBLISHING COMPANIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman
EXHIBIT A
PRIMEDIA Workplace Learning LLC 99%
Xxxx Publishing Companies, Inc. 1%
