EXHIBIT 10.2
THIRD AMENDMENT TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF NEW CENTURY SEATTLE PARTNERS, L.P.
This Third Amendment to the Amended and Restated Limited Partnership
Agreement of New Century Seattle Partners, L.P. (this "Third Amendment") dated
as of April 30, 1998 is made and entered into by and among KJR Radio, Inc.
("KJR/LP") and The Xxxxxxxx Group, Inc. f/k/a Xxxxxxxx Communications, Inc.
("Xxxxxxxx") and AK Media Group, Inc. ("AKMG").
RECITALS:
A. Century Management, Inc. ("CMI"), ASDP/New Century, Inc. ("ASDP/LP"),
UnionBanCal Venture Corporation f/k/a Union Venture Corporation ("UVC/LP"), KJR
and Xxxxxxxx entered into a certain Amended and Restated Limited Partnership
Agreement of New Century Seattle Partners, L.P. (the "Partnership"), 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.
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 Partnership Agreement.
D. The Amended and Restated Limited Partnership Agreement was amend pursuant
to a Second Amendment to Amended and Restated Limited Partnership Agreement of
New Century Seattle Partners, L.P. dated as of March 10, 1998 (as amended, 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 Partnership
Agreement.
E. Pursuant to a Partnership Redemption Agreement dated as of February 11,
1998 by and between the Partnership, CMI and KJR/LP, the Partnership agreed that
it would redeem the interest of CMI in the Partnership in accordance with the
terms of said agreement.
F. Simultaneously with the execution of this Amendment, the parties are
closing transaction contemplated by the Partnership Redemption Agreement. This
Amendment confirms the withdrawal of CMI as the General Partner and the
relinquishment of CMI Partnership Interest, and authorizes the replacement of
KJR/LP as the General Partner and the admission of AKMG/LP as a limited partner,
all on the terms and conditions set forth below.
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 Partnership
Agreement.
2. Withdrawal of General Partner. The Partnership Agreement is amended
to reflect the withdrawal of CMI as the General Partner.
3. Relinquishment of Partnership Interest. The Partnership Agreement is
amended to reflect the relinquishment of CMI's Partnership Interest.
4. Replacement of General Partner. The Partnership Agreement is amended
to reflect the replacement of KJR/LP as the General Partner. KJR/LP's
Partnership Interest shall hereinafter be deemed a general partnership interest.
5. Admission of AKMG/LP. The Partnership Agreement is amended reflect the
admission of AKMG/LP as a Limited Partner with a 1% Partnership Interest.
6. Ratification. Except as specifically amended hereinabove, the Limited
Partnership Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
7. Counterparts. This Third 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 Third 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
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Name: Xxxxx X. Xxxxxxxx
Title: Secretary/Treasurer
KJR RADIO, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
THE XXXXXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
AK MEDIA GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
