EXHIBIT 3.14
TAYLOR PUBLISHING MANUFACTURING, L.P.
LIMITED PARTNERSHIP AGREEMENT
THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is
entered into by and between Taylor Publishing Company, a Delaware corporation,
as one percent (1%) general partner and ninety-eight percent (98%) limited
partner (the "General Partner"), and TP Holding Corp., a Delaware corporation,
as one percent (1%) limited partner (the "Initial Limited Partner").
The General Partner and the Initial Limited Partner hereby
form a limited partnership (the "Partnership") pursuant to and in accordance
with the Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17,
of the Delaware Code), as amended from time to time (the "Act"), and hereby
agree as follows:
1. NAME. The name of the Partnership is Taylor
Publishing Manufacturing, L.P.
2. PURPOSE. The Partnership is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Partnership is, engaging in any lawful act or activity for which limited
partnerships may be formed under the Act and engaging in any and all activities
necessary or incidental to the foregoing.
3. TERM. The term of the Partnership shall begin upon
the effective date of the Certificate of Limited Partnership filed with the
Delaware Secretary of State and shall continue in existence until dissolved
pursuant to Section 8 of this Agreement.
4. REGISTERED OFFICE. The address of the registered
office of the Partnership in the State of Delaware is: 615 South DuPont Highway,
County of Kent, City of Dover, State of Delaware 19901.
5. REGISTERED AGENT. The name and address of the
registered agent of the Partnership for service of process on the Partnership in
the State of Delaware is: National Corporate Research, Ltd., 615 South DuPont
Highway, County of Kent, City of Dover, State of Delaware 19901.
6. PARTNERS. The names and the business, residence or
mailing addresses of the General Partner and the Initial Limited Partner are as
follows:
General Partner:
Taylor Publishing Company
1550 West Mockingbird Lane
Dallas, Texas 75235
Initial Limited Partner:
TP Holding Corp.
1550 West Mockingbird Lane
Dallas, Texas 75235
7. POWERS. The powers of the General Partner include all
powers, statutory and otherwise, possessed by general partners under the laws of
the State of Delaware.
8. DISSOLUTION. The Partnership shall dissolve and its
affairs shall be wound up upon the first to occur of the following: (a) the
expiration of the period fixed for its duration in Section 3 hereof; (b) all of
the partners of the partnership shall have approved such dissolution in writing;
(c) an event of withdrawal of the General Partner shall have occurred under the
Act; or (d) an entry of a decree of judicial dissolution shall have occurred
under Section 17-802 of the Act; provided, however, that the Partnership shall
not be dissolved or required to be wound up upon an event of withdrawal of the
General Partner if (i) at the time of such event of withdrawal, there is at
least one other general partner of the Partnership who carries on the business
of the Partnership (any remaining general partner being hereby authorized to
carry on the business of the Partnership), or (ii) within ninety (90) days after
the occurrence of such event of withdrawal, all remaining partners agree in
writing to continue the business of the Partnership and to the appointment,
effective as of the date of the event of withdrawal, of one or more additional
general partners of the Partnership.
9. CAPITAL CONTRIBUTIONS AND PARTNERSHIP INTERESTS. Each
of the General Partner (in its capacity as the General Partner and in its
capacity as a limited partner) and the Initial Limited Partner is, concurrently
with its execution of this Agreement, contributing to the capital of the
Partnership the amount set forth opposite such partner's name on Schedule A
attached hereto, and shall receive its respective partnership interest set forth
opposite such partner's name on Schedule A. Partnership interest herein shall be
uncertificated.
10. ADDITIONAL CONTRIBUTIONS. No partner of the
Partnership is required to make any additional capital contribution to the
Partnership.
11. ALLOCATION OF PROFITS AND LOSSES; TAX MATTERS. During
any taxable period in which the Partnership is treated as a partnership for
Federal, state or local income tax purposes, the Partnership's profits and
losses shall be allocated to the partners in proportion to their partnership
interests in the Partnership and shall include all items of income, gain, loss,
deduction, credit or other items affecting the capital accounts under the
Regulations promulgated under Section 704 of the Internal Revenue Code of 1986,
as amended, or the analogous provisions of state or local law, as the case may
be. For Federal income tax purposes, the Partnership shall not, without the
prior written consent of all of its members, file any election to be treated as
anything other than (i) a partnership, if the Partnership is treated as having
more than one member for Federal income tax purposes or (ii) disregarded as an
entity that is separate from its owner if it is treated as having one member for
Federal income tax purposes.
12. DISTRIBUTIONS. Distributions shall be made to the
partners of the Partnership at such times and in such amounts as determined by
the General Partner. Such
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distributions when made shall be allocated among the partners of the Partnership
in the same proportion as their then capital account balances.
13. ASSIGNMENTS OF PARTNERSHIP INTERESTS; WITHDRAWALS
FROM THE PARTNERSHIP. Any partner may assign all or any part of its partnership
interests in the Partnership and may withdraw from the Partnership at any time
without the consent of the General Partner or any other general or limited
partner of the Partnership.
14. ADMISSION OF ADDITIONAL OR SUBSTITUTE PARTNERS.
(a) One or more additional or substitute limited
partners of the Partnership may be admitted to the Partnership with only the
consent of the General Partner.
(b) One or more additional or substitute general
partners of the Partnership may be admitted to the Partnership with only the
consent of the General Partner.
15. LIABILITY OF INITIAL LIMITED PARTNER. The Initial
Limited Partner and its successors and assigns shall not have any liability for
the obligations or liabilities of the Partnership except to the extent provided
in the Act.
16. GOVERNING LAW. This Agreement shall be governed by,
and construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, have duly executed this Limited Partnership Agreement effective as
of the ____ day of December, 2002.
GENERAL PARTNER
TAYLOR PUBLISHING COMPANY
By: /s/ Sherice P. Bench
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INITIAL LIMITED PARTNER:
TP HOLDING CORP.
By: /s/ Sherice P. Bench
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SCHEDULE A
Capital Contribution By the Partners
Partners Capital Contribution Partnership Interests
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Taylor Publishing Company $99.00 1% General Partnership Interest
and
98% Limited Partnership Interest
TP Holding $ 1.00 1% Limited Partnership Interest
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