EXHIBIT 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF NEW CENTURY SEATTLE PARTNERS, L.P.
This Second Amendment to the Amended and Restated Limited Partnership
Agreement of New Century Seattle Partners, L.P. (this "Second Amendment") dated
as of March 10, 1998 is made and entered into by and among Century Management,
Inc. ("Century"), KJR Radio, Inc. ("KJR/LP") and The Xxxxxxxx Group, Inc. f/k/a
Xxxxxxxx Communications, Inc. ("Xxxxxxxx").
RECITALS:
A. NCSI, CMI, ASDP/New Century, Inc. ("ASDP/LP"), UnionBanCal Venture
Corporation f/k/a Union Venture Corporation ("UVC/LP"), KJR and Xxxxxxxx are
parties to that certain Amended and Restated Limited Partnership Agreement of
New Century Seattle Partners, L.P., dated as of July 14, 1994.
B. The Amended and Restated Limited Partnership Agreement was amended pursuant
to an Amendment, Waiver and Consent to Amended and Restated Limited Partnership
Agreement of New Century Seattle Partners, L.P. dated as of April __, 1996 (as
amended, the "Limited Partnership Agreement").
C. Pursuant to a Purchase, Redemption and Termination Agreement, made as of
the 17th day of February, 1998, by and among Alta Subordinated Debt Partners
III, L.P. ("ASDP"), ASDP/LP, UVC/LP, the PARTNERSHIP, New Century Seattle
License Partnership (the "License Partnership"), New Century Seattle Partners
(the "Operating Partnership"), NCSI, Century, KJR/LP and Xxxxxxxx, the
PARTNERSHIP satisfied all outstanding obligations to ASDP/LP and UVC/LP, and
ASDP/LP and UVC/LP withdrew as partners of the PARTNERSHIP and relinquished
their entire ownership interests in the PARTNERSHIP, including all of their
rights and obligations under the Limited Partnership Agreement.
D. The parties wish to amend the Partnership Agreement to reflect the
withdrawal of ASDP/NC and UVC as partners of the PARTNERSHIP and to make certain
other changes to the Limited Partnership Agreement as set forth herein.
AGREEMENT:
In consideration of the above recitals and of the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Defined Terms. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Limited
Partnership Agreement.
2. Withdrawal of Partners. The Limited Partnership Agreement is amended
to reflect the withdrawal of ASDP/NC and UVC as partners of the PARTNERSHIP.
3. Distributions. Section 4.1(a) is amended to reflect that, as of
January 1, 1998, all CASH AVAILABLE for DISTRIBUTION shall be distributed to
KJR/LP.
4. Satisfaction of Obligations. All obligations of the Partnership under
the Securities Purchase Agreement, and the UVC/LP Securities Purchase Agreement
to ASDP, ASDP/LP and UVC/LP have been satisfied.
5. Ratification. Except as specifically amended hereinabove, the Limited
Partnership Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
6. Counterparts. This Second Amendment may be executed in two or more
counterparts, each of which shall be deemed and original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment to
Amended and Restated Limited Partnership Agreement of New Century Seattle
Partners, L.P. as of the day and year first above written.
CENTURY MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary/Treasurer
KJR RADIO, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
THE XXXXXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
