EXHIBIT 10.1(A)
TO 10-Q
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THIRD AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF
ARGYLE TELEVISION INVESTORS, L.P.
Third Amendment, dated as of July 1, 1997, by ATI General Partner,
L.P., a Delaware limited partnership ("ATIGP"), as general partner (the
"Amendment") to the Amended and Restated Agreement of Limited Partnership of
Argyle Television Investors, L.P. (the "Partnership") dated as of May 10, 1995,
among ATIGP, as general partner, and those limited partners listed on Schedule A
thereto, as amended (the "Partnership Agreement"). Unless otherwise specified
herein, all capitalized terms herein shall have the meanings ascribed to them in
the Partnership Agreement.
WHEREAS, the Partnership is the holder of 6,600,000 shares of Series C
Common Stock of Argyle, par value $.01 per share ("ATI Series C Common Stock"),
which stock is non-voting stock of Argyle;
WHEREAS, the ATI Series C Common Stock is convertible into 6,600,000
shares of Series A Common Stock of Argyle, par value $.01 per share ("ATI Series
A Common Stock"), which stock is voting stock of Argyle;
WHEREAS, contemporaneously with Argyle's execution of the Merger
Agreement, the Partnership, ATIGP and Hearst entered into that certain Voting
Agreement dated as of March 26, 1997 (the "ATI Voting Agreement");
WHEREAS, the ATI Voting Agreement contemplates that the Partnership
will convert the ATI Series C Common Stock into ATI Series A Common Stock prior
to the record date for the shareholder vote approving the Merger Agreement (the
"Record Date");
WHEREAS, pursuant to Section 14.1 of the Partnership Agreement, the
Partnership is required to distribute to its current Foreign Limited Partners
certain shares of ATI Series C Common Stock prior to the conversion of the ATI
Series C Common Stock into ATI Series A Common Stock;
WHEREAS, the ATI Voting Agreement contemplates that the shares of ATI
Series C Common Stock distributed to the Foreign Limited Partners will be
contributed by such Foreign Limited Partners to Argyle Television Investors
(Foreign), L.P., a newly-formed Delaware limited partnership among ATIGP and the
Foreign Limited Partners (the "Foreign Partnership");
WHEREAS, the ATI Series C Common Stock contributed to the Foreign
Partnership will be converted into ATI Series A Common Stock prior to the Record
Date;
WHEREAS, the ATI Voting Agreement provides that the Foreign
Partnership, ATIGP and Hearst will enter into a Voting Agreement in the form
attached as Exhibit A to the ATI Voting Agreement;
WHEREAS, ATIGP and the Partnership have adopted a plan of liquidation
of the Partnership providing for the distribution of the ATI Series A Common
Stock to the Partners of the Partnership in accordance with the terms of the
Partnership Agreement, which plan of liquidation applies to both the Partnership
and the Foreign Partnership (the "Liquidation Plan");
In consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the adequacy, receipt and sufficiency of
which are hereby acknowledged, the Partners hereby agree as follows:
1. Amendment of Partnership Agreement. This amendment constitutes
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an amendment to the Partnership Agreement and the Partnership Agreement is
hereby amended as follows:
A. The Limited Partners listed on Appendix A hereby withdraw in
whole or in part from the Partnership and each such Limited Partner
shall receive upon such withdrawal the certificate and number of
shares set forth opposite such Partner's name in the column entitled
"Certificate Number" and "Number of Shares" on Appendix A.
B. Schedule A is amended to reflect the withdrawal of the Foreign
Limited Partners and the interests of certain other Partners from the
Partnership. Schedule A to the Partnership Agreement is hereby amended
to read in its entirety as set forth in Appendix B hereto.
2. Governing Law. This Amendment shall be governed by and
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interpreted in accordance with the Revised Uniform Act and such other
substantive laws of the State of Delaware as may be applicable to contracts made
and to be performed entirely in the State of Delaware, without regard to choice
of law.
3. Remaining Provisions. Except as amended hereby, the Partnership
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Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
GENERAL PARTNER:
ATI GENERAL PARTNER, L.P.,
a Delaware limited partnership
By: ARGYLE TELEVISION PARTNERS, L.P.,
the sole general partner
By: ARGYLE COMMUNICATIONS, INC.,
the sole general partner
By: /s/
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Name:
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Title:
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LIMITED PARTNERS:*
*By: ATI GENERAL PARTNER, L.P.,
a Delaware limited partnership,
as Attorney-in-Fact pursuant to
the Power-of-Attorney granted in
Section 13.3 of the Partnership
Agreement
By: ARGYLE TELEVISION PARTNERS, L.P.,
the sole general partner
By: ARGYLE COMMUNICATIONS, INC.,
the sole general partner
By: /s/
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Name:
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Title:
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