EX-3.(ii)(o)
LIMITED PARTNERSHIP AGREEMENT
This agreement ("Agreement") is entered into as of January 1, 1989, by and
between CENTRAL MICHIGAN DISTRIBUTION CO., INC., a Virginia corporation (the
"General Partner", or a "Partner"), and BRILL NEWSPAPERS, INC., a Virginia
corporation, c/o Charles W. Laughlin, Esquire, 100 Shockoe Slip, Richmond,
Virginia 23219, (the Limited Partner", or a "Partner", and collectively with the
General Partner, the "Partners").
1. Formation; Certificate. The parties hereto agree to form a partnership,
which shall be named "Central Michigan Distribution Co., L.P." (the "Limited
Partnership"), and the Partners are hereby admitted to the Limited Partnership.
A certificate of limited partnership (as in effect from time to time, the
"Certificate") initially Containing the form and substance of Exhibit A attached
hereto shall be filed with the State Corporation Commission of Virginia, and the
General Partner shall not be required to deliver or mail a copy of the
Certificate, or of any certificate of amendment or cancellation thereof, or of
any restated certificate of limited partnership, to any Limited Partner.
2. Specified Office. The Limited Partnership shall continuously maintain a
specified office (the "Specified Office"), which initially shall be at 215 North
Main Street, Mount Pleasant, Michigan 48858, the present address of the General
Partner. At all times the Limited Partnership shall keep at the Specified Office
those records required to be kept there by ss.50-73.8 of the Virginia Revised
Uniform Limited Partnership Act (the "Act"), and such records shall be subject
to inspection and copying at the reasonable request, and at the expense, of any
Partner during ordinary business hours.
3. Powers. The Limited Partnership shall do business only under the name
stated in the Certificate and will conduct only such business activities as the
General Partner shall determine. The Limited Partner shall have no vote on any
matter and shall not participate in or in the control of the business of the
Limited Partnership, which control shall be vested exclusively in the General
Partner. The General Partner shall have full and exclusive authority to act for
and bind the Limited Partnership in all partnership matters under applicable
laws.
4. Initial Contributions. A statement of the amount of cash and a
description and statement of the agreed value of any other property contributed
to the Limited Partnership by each Partner as its initial capital contribution,
receipt of which by the Limited Partnership is hereby acknowledged, is and shall
remain on file with the Limited Partnership at the Specified Office. No interest
shall accrue or be paid on the amount of such contributions.
5. Additional Contributions. As of the date hereof, no Partner has agreed
to make any additional contribution to the Limited Partnership. A Limited
Partner shall be obligated to contribute additional cash or property to or to
perform services for the Limited Partnership only as and to the extent expressly
set out in an enforceable agreement in writing, if any, hereafter entered into
and executed by that Limited Partner and the Limited Partnership, and no other
contribution to the Limited Partnership shall or may be required of any Limited
Partner.
6. Interim Distributions. No Partner shall have any right to receive and
the Limited Partnership shall not make any interim distributions to the Partners
except in distributive shares determined in accordance with the allocations set
forth in Paragraph 7 and the provisions of this Agreement, and any such
distribution shall be made only as and when determined by the General Partner.
In no event shall the Limited Partnership make or shall a Partner receive a
distribution from the Limited Partnership if, after giving effect to such
distribution, the then liabilities of the Limited Partnership, other than any
liabilities to the Partners on account of their interests in the Partnership,
exceed the then fair value of the Limited Partnership's assets.
7. Allocations; Capital Accounts. Subject to the remaining provisions of
this paragraph, the Limited Partnership's income, gains, losses, deductions, or
credits (and any items thereof) for the period shall be allocated among the
Partners annually as of the close of business on the last day of each fiscal
year of the Limited Partnership, as follows:
General Partner 3%
Limited Partner 97%
Total 100%
For each Partner the Limited Partnership shall establish, determine, and
maintain a separate account (the "Capital Account") consisting initially of such
Partner's capital contribution and reflecting all interests of the Partner in
the Limited Partnership, which Capital Account shall be determined and
maintained throughout the full term of the Limited Partnership as required by
and in accordance with ss.1.704-1(b)(2)(iv) of the Treasury Regulations (as in
effect from time to time, the "Regulations"). Any items of income, gain, loss,
deduction, or credit shall first be allocated so that each Partner is allocated
such items of the Limited Partnership only to the extent that such Partner
receives a corresponding economic benefit or bears a corresponding economic
burden. No loss shall be allocated to any Partner, however, if such allocation
would cause or increase a deficit balance in such Partner's Capital Account,
after making reductions in such
Partner's Capital Account as required by ss.1.704-1(b)(2)(ii)(d)(3) et seq. of
the Regulations. If such reductions unexpectedly cause or increase a deficit
balance in a Partner's Capital Account such Partner's Capital Account shall be
allocated items of income and gain in an amount and manner sufficient to
eliminate such deficit as quickly as possible. Any funds to be distributed to
the Partners upon a liquidation of the Limited Partnership or a Partner's
interest therein shall be distributed only in accordance with the positive
Capital Account balances of the Partners as then determined in accordance with
the Regulations after allocating all gains or losses from the sale, exchange, or
abandonment of the Limited Partnership's properties, and it is agreed that no
Partner shall be liable to the Limited Partnership to restore any deficit
balance that may exist in its Capital Account upon liquidation. If the Limited
Partnership at any time incurs nonrecourse debt, the provisions of
ss.1.704-1(b)(4)(iv) of the Regulations shall control in determining allocations
of loss, deduction, or other partnership items, and a minimum gain charge-back
shall be made in accordance with the Regulations.
8. Withdrawal. The General Partner agrees that it will not withdraw from
the Limited Partnership. It is agreed that the Limited Partner may withdraw from
the Limited Partnership at any time upon not less than five (5) days written
notice given to the General Partner. Upon its withdrawal the Limited Partner
shall be entitled to receive from the Limited Partner-ship the fair value of its
then interest in the Limited Partnership as of the date of its withdrawal based
upon its right to share in distributions from the Limited Partnership. Such
liquidating distribution may be made in kind, in whole or in part, as determined
by the General Partner.
9. Additional Partners. No new or additional partner shall be admitted to
the Limited Partnership except upon the prior written agreement of all Partners
hereafter entered into.
10. Transferability. No Partner may assign, encumber, pledge, sell,
mortgage, hypothecate, or otherwise transfer any rights or interest hereunder or
in the Limited Partnership, in whole or in part, whether voluntarily or by
operation of law, and no assignee or other transferee of any such rights or
interest shall thereby become or obtain any right or interest as a partner of
the Limited Partnership, or otherwise.
11. Disability of a Partner. If any Partner is adjudicated a bankrupt,
dissolved, liquidated, or otherwise terminated such action shall be considered a
withdrawal of the Partner from the Limited Partnership.
12. Partition. Each Partner hereby waives any and all rights to a
partition of any or all of the property of the Limited
Partnership.
13. Dissolution and Winding Up. Unless sooner terminated by law the
Limited Partnership shall be terminated and dissolved and its affairs wound up
upon the first to occur of: (a) February 28, 2090; (b) the written consent of
all Partners; (c) express written notice of such termination, dissolution, and
winding up received by the General Partner from the Limited Partner; (d) the
withdrawal of any Partner, unless, within ninety (90) days after a withdrawal of
the General Partner, the then remaining Partner(s) agree(s) in writing to
continue the business of the Limited Partnership and to the appointment of one
or more additional General Partners if necessary or desired, or (e) entry of a
decree of judicial dissolution under ss.50-73.50. of the Act. Upon dissolution
and winding up the Limited Partnership's assets shall be distributed as required
by the Act and this Agreement.
14. Amendment. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their successors and assigns and may be amended only
by a written agreement executed by all parties hereto.
IN WITNESS WHEREOF, the Partners have executed this Agreement on the day,
month, and year first above written.
General Partner
Central Michigan Distribution Co. Inc.
by /s/ Bonnie P. Brill
--------------------------------
a duly authorized officer
Limited Partner
Brill Newspapers, Inc.
by
-------------------------
a duly authorized officer
EXHIBIT A
Certificate of Limited Partnership
of
CENTRAL MICHIGAN DISTRIBUTION CO., L.P.
1. The name of the limited partnership ("Partnership")is "Central Michigan
Distribution Co., L.P."
2. The post office address of the office at which the records required to
be maintained by the Partnership are kept is P.0. Box 447, 215 North Main
Street, in the City of Mount Pleasant (County of Isabella), Michigan 48858.
3. The name of the initial registered agent of the Partnership is Charles
W. Laughlin, who is a resident of Virginia member of the Virginia State Bar, and
the business and post office address of the Partnership's registered agent is
100 Shockoe Slip, Richmond, Virginia 23219, located in the City of Richmond.
4. The name and post office address of each general partner of the
Partnership is:
Central Michigan P.0. Box 447
Distribution Co., Inc. 215 North Main Street
Mount Pleasant, MI 48858
5. The latest date upon which the Partnership is to be dissolved and its
affairs wound up is February 28, 2090.
Central Michigan. Distribution Co.,
Inc., the General Partner
of Central Michigan Distribution
Co. L.P.
by:
----------------------------------
(officer) of Central Michigan
Distribution Co., Inc.
STATE OF VIRGINIA
CITY OF RICHMOND, to-wit:\
The foregoing instrument was acknowledged before me on this the ____ day
of _____ ____, by _______________________ as ________________ of
____________________________________________.
-----------------------------
Notary Public
My Commission expires: