Exhibit 3.19
AGREEMENT BETWEEN PARTNERS OF
WKRN, G.P.
THIS AGREEMENT BETWEEN PARTNERS is made as of the 1st day of July,
1999 (the "Agreement"), by and between Young Broadcasting of Nashville, Inc., a
Delaware corporation ("Nashville") and YBT, INC., a Delaware corporation ("YBT")
(collectively the "Partners" and individually a "Partner").
WHEREAS, the Partners have unanimously agreed to convert WKRN, L.P., a
limited partnership (the "Old Partnership") formed under the Delaware Uniform
Partnership Act (the "Act"), of which Nashville was the sole General Partner and
YBT was the sole Limited Partner, into a general partnership (the
"Partnership"), as permitted under Section 17-219 of the Delaware Uniform
Limited Partnership Act, and have filed a Withdrawal of Limited Partnership in
the state of Delaware on June 30, 1999.
WHEREAS, the Partners desire to continue to carry on the current
business of the Old Partnership and desire to set forth their rights,
obligations and duties with respect to the Partnership.
NOW, THEREFORE, the parties agree as follows:
Article I.
FORMATION
1.1 Formation. Nashville caused the Old Partnership to be formed as
---------
a limited partnership under the laws of the State of Delaware on December 29,
1989 and caused the Old Partnership to be converted to a general partnership as
of June 30, 1999.
1.2 Prevailing Agreement. This Agreement shall prevail over anything
--------------------
to the contrary in the Agreement of Limited Partnership, which is attached
hereto as Schedule I (the"Predecessor Agreement").
1.3 Name. The name of the Partnership shall be "WKRN, G.P.", which
----
name may be changed as agreed by the Partners.
1.4 Place of Business. The principal office and place of business of
-----------------
the Partnership shall be located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ or at such additional offices within or without the State of New York as
may be agreed upon by the Partners.
Article II.
DEFINITIONS
For purposes of and under this Agreement, the following terms shall
have the respective meanings set forth below.
2.1 Affiliate: A Person who (a) directly or indirectly through one or
---------
more intermediaries, controls, is controlled by or is under common control with,
the specified Person, (b) is an officer, director, partner or employee of the
specified Person; or (c) is an entity in which the specified Person serves as
officer, director, partner or employee.
2.2 Agreement: This Agreement Between Partners, as it may be amended
---------
from time to time.
2.3 Available Cash: The cash funds of the Partnership on hand from
--------------
time to time (other than cash funds obtained as Capital Contributions or cash
funds obtained from loans to the Partnership ) after (i) payment of all
operating expenses of the Partnership as of such time, (ii) provision for
payment of all outstanding and unpaid current obligations of the Partnership as
of such time, (iii) provision for a reasonable working capital reserve
(including payment of anticipated capital expenditures) and (iv) provision for a
reasonable reserve for claims against and debts and other obligations of the
Partnership , the amounts of all of which shall be determined by the Managing
Partner.
2.4 Bankrupt Partner: As defined in Section 7.4 hereof.
----------------
2.5 Bankruptcy: For purposes of this Agreement, the institution of
----------
any proceeding by or against a referenced Person seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief or
the appointment of a receiver, trustee or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of thirty (30) days or any of the
actions sought in such proceeding (including, without limitation, the entry of
an order for relief against it or the appointment of a receiver, trustee,
custodian or other similar official for it or any substantial part of its
property) shall occur; or such Person shall take any action to authorize any of
the actions set forth above in this Section 2.5.
2.6 Capital Account: The account maintained by the Partnership for
---------------
each Partner as provided in Section 4.1 of this Agreement;
2.7 Capital Contribution: The total amount of property (including
--------------------
money) contributed by each Partner to the Partnership pursuant to the terms of
this Agreement and the Predecessor Agreement (less any indebtedness to which any
such property is subject or which is assumed by the Partnership in connection
with the contribution of such property) and the Capital Contributions made by
any predecessor holder(s) of the interest to which such capital account relates.
The term shall also include any promissory note(s) contributed to the
Partnership, as may be agreed by the Partners.
-2-
2.8 Change: As defined in Section 12.3 hereof.
------
2.9 Code: The Internal Revenue Code of 1986, as amended. All
----
references herein to sections of the Code shall include any corresponding
provision or provisions of succeeding law.
2.10 Consent: The consent, approval, ratification or adoption by a
-------
Person of any action, determination or decision. The Consent of the Partners
shall mean and require the Consent of Partners owning 100% of the Partnership
Interests.
2.11 Contract: Any contract, lease, license, easement, servitude,
--------
right-of-way, mortgage, security interest, bond, note or other agreement or
instrument which creates legally enforceable rights or obligations.
2.12 Credit Agreement: The Amended and Restated Credit Agreement,
----------------
dated as of November 25, 1997, among YBI, the Lenders named therein, and Bankers
Trust Company, as Administrative Agent and Issuing Bank as the same may be
amended from time-to-time.
2.13 Debt Covenant: Any provision of any Contract to which the
-------------
Partnership is a party, or by which its assets are bound, which imposes one or
more restrictions on the financial activities or transactions of the
Partnership, including, but not limited to, the disbursement or other transfer
of money or property to any Partner or an Affiliate of any Partner.
2.14 FCC: The Federal Communications Commission or any successor
---
thereof.
2.15 Fiscal Year: The tax year of the Partnership which shall be the
-----------
calendar year.
2.16 Indentures: Indentures (a) among YBI, each of the subsidiaries
----------
of YBI named as guarantors thereunder, and State Street Bank and Trust Company,
as trustee, dated as of (i) November 14, 1994; (ii) June 1, 1995 and (iii)
January 1, 1996 and (b) among YBI, each of the subsidiaries of YBI named as
guarantors thereunder, and First Union Bank, as trustee.
2.17 Initial Capital Contribution: With respect to any Partner, the
----------------------------
amount of cash contributed by such Partner to the capital of the Partnership
pursuant to Section 5.01 of the Predecessor Agreement.
2.18 Interest: The ownership interest of the Partners in the
--------
Partnership at any particular time including the right of such Partner to any
and all benefits to which such a Partner may be entitled as provided in this
Agreement, together with the obligations of such Partner to comply with all the
terms and provisions of this Agreement.
2.19 Lenders: The Lenders as defined in the Credit Agreement.
-------
2.20 Liquidator: The Managing Partner or, if there is none at the
----------
time in question, such other Person who may be appointed in accordance with
applicable law, who shall be responsible for taking all action necessary or
appropriate to wind up the affairs of, and distribute the assets of, the
Partnership upon its dissolution.
-3-
2.21 Managing Partner: Young Broadcasting of Nashville, Inc., a
----------------
Delaware corporation, and any and all other Persons who become successor
Managing Partners in accordance with the provisions of this Agreement.
2.22 Notice: A writing containing the information required by this
------
Agreement to be communicated to a Person and personally delivered or telecopied
to such Person or sent by a nationally recognized overnight carrier or by
registered or certified mail, postage prepaid, return receipt requested, to such
Person at the last known address of such Person as shown on the books of the
Partnership, the date of personal delivery, telecopy, written acknowledgment of
receipt, registry or certification, as the case may be, being deemed the date
of such Notice; provided, however, that any written communication containing
-------- -------
such information actually received by a Person shall constitute Notice for all
purposes of this Agreement. Any such writing sent by registered or certified
mail shall be deemed delivered five (5) days after mailing irrespective of the
date actually received.
2.23 Partner(s): Young Broadcasting of Nashville, Inc. and YBT, Inc.
----------
2.24 Partnership: The Agreement between Partners of WKRN, G.P.
-----------
referred to herein, as said general partnership may from time to time be
amended.
2.25 Partnership Interest: The entire ownership interest of a Partner
--------------------
in the Partnership at any particular time, expressed as a percentage, including
the right of such Partner to any and all benefits to which a Partner may be
entitled as provided in this Agreement and under the Act, together with the
obligations of such Partner to comply with all of the terms and provisions of
this Agreement and the Act.
2.26 Person: Any individual, partnership, corporation, trust or
------
other entity.
2.27 Securities Act: The Securities Act of 1933, as amended, and all
--------------
rules, rulings and regulations thereunder.
2.28 Substitute Partner: Any Person admitted to the Partnership as a
------------------
Partner pursuant to Section 7.3 hereof.
2.29 Successor Partnership: A partnership which shall continue the
---------------------
business of the Partnership following its dissolution and reconstitution in
accordance with the provisions of Article IX.
2.30 Treasury Regulations: The regulations promulgated by the
--------------------
Internal Revenue Service under the Code, as the same from time to time may be
amended.
2.31 Trustees: The named trustees under the Indentures.
--------
2.32 YBI: Young Broadcasting Inc., a Delaware corporation.
---
-4-
Article III.
PURPOSES OF THE PARTNERSHIP
3.1 Purpose. The purpose of the partnership is (a) to own, operate
-------
and hold for capital appreciation the assets used in the operation of the
broadcast television station WKRN-TV, Nashville, Tennessee (the "Station"); (b)
to grant to the Managing Partner the right to manage and operate the Station (it
being acknowledged that the Partnership shall have ultimate control and
responsibility for determining Station programming and financing policies and
the particular employees to be involved in the operation of the Station); (c) to
guaranty indebtedness and grant security interests in the assets of the
Partnership with respect to indebtedness owed by either Partner or YBI to the
Lenders under the Credit Agreement or otherwise; and (d) subject to the Credit
Agreement and to the Indentures, to engage in any other lawful business as
agreed to by the Partners.
Article IV.
CAPITAL AND CAPITAL ACCOUNTS
4.1 Capital Account. An individual capital account (the "Capital
---------------
Account") shall be established and maintained on behalf of each Partner in
accordance with federal income tax accounting principles and Treasury Regulation
Section 1.704-1(b).
4.2 Consent. Except as may be determined by the Managing Partner and
-------
approved by the Consent of all Partners, no Partner shall be required to make
any Capital Contributions to the Partnership. The Capital Account of any
Partner that makes a Capital Contribution shall be credited for the amount of
such Capital Contribution, but no such Partner shall receive an increased
Partnership Interest in the Partnership for making any Capital Contribution
unless consented to by all Partners.
4.3 No Interest. No interest shall be paid on any Capital
-----------
Contribution or on a Partner's balance in its Capital Account.
4.4 Loans. Loans or services by any Partner to the Partnership shall
-----
not be considered contributions to the capital of the Partnership.
4.5 No Withdrawal. No Partner shall have the right to withdraw its
-------------
Capital Contribution or to demand and receive property of the Partnership or any
distribution in return for its Capital Contribution, except as may be
specifically provided in this Agreement or required by law.
4.6 Revaluation of Partnership. The Partnership shall increase or
--------------------------
decrease the Capital Accounts of all Partners to reflect a revaluation of
Partnership assets in accordance with, and upon the happening of such events as
described in, Treasury Regulations Section 1.704-1(b)(2)(iv)(f).
-5-
Article V.
ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocation of Net Profits or Net Losses.
(a) Except as otherwise expressly provided in this Article V, and
subject to the provisions of Section 704(c) of the Code, Net Profits or Net
Losses of the Partnership shall be allocated to the Partners pro rata in
--- ----
accordance with their respective Partnership Interests.
(b) No allocation of Net Losses or other item of loss or deduction
shall be made to a Partner if it is determined that such allocation will
cause the Partner's Capital Account to have a deficit balance in excess of
any amount such Partner is obligated to restore within the meaning of
Treasury Regulations Sections 1.704-l(b) and 1.704-2, after taking into
account the adjustments described in Treasury Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6).
5.2 Distributions. Subject to any Debt Covenant(s) to which the
-------------
Partnership at the time may be bound, the Partnership may distribute to
Partners, in proportion to their respective Partnership Interests, all or any
portion of its Available Cash at such times and in such amounts as shall be
determined by the Managing Partner.
Article VI.
MANAGEMENT
6.1 Conduct of Partnership Business. Each of the Partners shall have a
-------------------------------
voice in the management and conduct of the Partnership business in proportion to
its interest in the Partnership; provided, however, that the Managing Partner,
-------- -------
shall manage the day-to-day affairs of the Partnership. The Managing Partner
shall not be personally liable to the Partnership for any act or omission
performed or omitted by it so long as in so acting or omitting to act it is not
guilty of fraud, bad faith or gross negligence. The Partners need not devote
full time and attention to the Partnership business. The Partners shall receive
no compensation for duties carried out for the Partnership.
6.2 Limitations on Partners. The Partners and their respective Affiliates
-----------------------
shall not have any authority or be entitled:
(a) to perform any act in violation of any applicable law or
regulation thereunder, including applicable Federal and state securities
laws;
(b) to perform any act in violation of this Agreement or, to the
extent applicable, the Credit Agreement or the Indentures;
-6-
(c) to perform any other act expressly requiring the consent of the
other Partners under this Agreement, the Lenders under the Credit Agreement
or the FCC without first obtaining such consent.
6.3 Business with Affiliates. The Managing Partner may cause the
------------------------
Partnership to transact business with itself or any of its Affiliates for goods
or services reasonably required in the conduct of the Partnership's business.
6.4 Other Activities. The Partners and Affiliates may engage in or possess
----------------
an interest in other business ventures of every nature and description for their
own account, independently or with others, including, without limitation,
interest in other broadcast television stations, whether or not such other
operations shall be in competition with any activities of the Partnership; and
neither the Partnership nor any of the other Partners shall have any right by
virtue of this Agreement in and to such independent venture or to the income or
profits derived therefrom
6.5 Operating Agreement. The Partnership has entered into an agreement
-------------------
with the Managing Partner (the "Operating Agreement") pursuant to which the
Managing Partner has been granted the right to manage and operate the Station
for a fee determined by the Partners; provided, that the Partnership shall at
all times have ultimate control and responsibility for determining Station
programming and financing policies and the particular employees to be involved
in the operation of the Station.
6.6 Liability for Acts and Omissions.
(a) None of the Partners shall be liable, responsible or accountable
in damages or otherwise to any of the other Partners for any act or
omission performed or omitted in good faith on behalf of the Partnership
and in a manner reasonably believed to be within the scope of the authority
granted by this Agreement and in the best interests of the Partnership, but
shall be so liable, responsible or accountable for fraud, gross negligence,
willful misconduct or any material breach of its fiduciary duty with
respect to such acts or omissions. Nothing in this subsection shall in any
way be deemed to affect any liability the Managing Partner may have to the
Partnership or the other Partners arising out of the Operating Agreement or
the operation of the Station pursuant thereto.
(b) Unless otherwise specifically and expressly limited in the
context, any reference herein to a decision, determination, act, action,
exercise of any right, power or privilege, or other procedure by the
Managing Partner shall mean and refer to such decision, determination, act,
action, exercise or other procedure by the Managing Partner in its sole and
absolute discretion.
6.7 Expenses. The Partners acknowledge and agree that the Managing
--------
Partner shall bear all expenses relating in any way to the operation of the
Station by the Managing Partner pursuant to the Operating Agreement (it being
understood that the operation of the Station by the Managing Partner will be
undertaken as a party to the Operating Agreement) and that the only incidental
expense of a limited nature relating to its ownership and maintenance of assets
and
-7-
taxes (if any) imposed directly upon it. The Managing Partner agrees to bear all
accounting expenses related to the Partnership.
Article VII.
WITHDRAWAL OF PARTNERS
7.1 No Unpermitted Transfers. None of the Partners may sell, assign
------------------------
transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber
its Interest in the Partnership or any part thereof except as permitted in this
Article VII, and any such transaction in violation of this Article VII shall be
null and void.
7.2 Assignment of Interest by Partner.
(a) A Partner may assign its Interest in the Partnership, in whole or
in part, by an executed and acknowledged written instrument only if all of
the following conditions are satisfied:
(i) the assignor and assignee file with the Partnership and
deliver to each of the other Partners a notice of transfer;
(ii) each of the other Partners shall have consented to the
assignment, which consent may be granted or withheld in its
sole and absolute discretion; and
(iii) the Lenders shall have consented to the assignment, which
consent may be granted or withheld in their sole
discretion.
(b) Any such assignment shall be recognized by the Partnership only
as effective on the first day of the calendar month following receipt by
the Partnership of such notice of the proposed assignment.
(c) If an assignee of a Partner does not become a Substitute Partner
pursuant to Section 7.3, the Partnership shall not recognize the
assignment, and the assignee shall not have any rights to acquire any
information on account of the Partnership's business, inspect the
Partnership's books or vote on Partnership matters.
7.3 Substitute Partner. An assignee of any Interest pursuant to Section
------------------
7.2 shall have the right to become a Substitute Partner in place of its assignor
only if all of the following conditions are satisfied:
(a) the fully executed and acknowledged written instrument of
assignment which has been filed with the Partnership and delivered to each
of the other Partners sets forth a statement of the intention of the
assignor that the assignee become a Substitute Partner in its place;
(b) the assignee shall have executed and adopted this Agreement;
-8-
(c) all reasonable costs of transfer shall have been paid to the
Partnership;
(d) each of the other Partners shall have consented to the
substitution, which consent may be granted or withheld in its sole
discretion; and
(e) the Lenders shall have consented to the substitution, which
consent may be granted or withheld in their sole discretion.
7.4 Upon the Bankruptcy, dissolution or other cessation of the existence
of any Partner (the "Bankrupt Partner"), the authorized representative of the
Bankrupt Partner shall have all the rights of a Partner for the purpose of
effecting the orderly winding up and disposition of its business and such power
as such entity possessed to designate a successor as an assignee of its Interest
and to join with such assignee in making application to substitute such assignee
as a Partner.
Article VIII.
DISSOLUTION
8.1 Continuation. The Partnership shall continue until December 31, 2025
------------
unless earlier dissolved by (a) unanimous agreement of the Partners or (b)
operation of law. Upon such dissolution, the affairs of the Partnership shall
be liquidated forthwith. The assets of the Partnership shall first be used to
pay or provide for all debts of the Partnership. Thereafter, all moneys in the
income accounts of the Partners shall be paid to the Partners respectively
entitled thereto. Then the remaining assets shall be divided according to the
proportionate interests of the Partners on the basis of their respective capital
accounts as they stood upon the date of such dissolution, after crediting or
debiting thereto the net profit or net loss accrued or incurred, as the case may
be, from the date of the last accounting to the date of dissolution.
8.2 Asset Ownership. Upon dissolution, any assets, including but not
---------------
limited to interests in real property, which cannot be so divided, shall be
owned by the Partners or their respective legal representatives as tenants in
common, as the situation may require.
8.3 Liquidation of Partnership Assets.
(a) Distribution in final liquidation of the Partnership shall be
made to Partners with positive Capital Account balances in proportion to
such balances until such balances are reduced to zero.
(b) Notwithstanding anything to the contrary contained in this
Agreement, if upon final liquidation of the Partnership, any Partner has a
negative balance in its Capital Account, it shall contribute to the
Partnership the amount of such negative balance for payment to creditors of
the partnership or to a Partner with a positive Capital Account balance.
All amounts required to be restored hereunder, or under applicable law
(such as amounts required to be paid by the Managing Partner to creditors
of the Partnership), shall be paid by the end of the Partnership's Fiscal
Year in which the liquidation occurs (or, if later, within 90 days after
the date of such liquidation).
-9-
Article IX.
RECONSTITUTION
9.1 Reconstitution. Notwithstanding any dissolution of the Partnership
--------------
under Section 8.1, the business of the Partnership shall be continued and the
Partnership property and the Partnership assets shall not be liquidated,
provided the Partnership is reconstituted as set forth herein.
(a) If the Partnership is dissolved and no Managing Partner is then
serving in accordance with the provisions of Article VI, a successor Person
may be admitted as Managing Partner within 90 days after a dissolution,
effective as of the date of dissolution, as the Managing Partner shall
determine with the consent of other Partners and the Lenders and upon the
satisfaction of the terms and conditions set forth in Section 8.1;
provided, that if any successor Person chosen by the remaining Partners is
-------- ----
not acceptable to the Lenders or if the remaining Partners do not propose a
successor Person to be the Managing Partner, the Lenders shall have the
right to propose a Person to be the successor Managing Partner, and the
admission of any such Person as the Managing Partner shall automatically be
deemed consented to by the remaining Partner. Upon the admission of such
Person as a successor Managing Partner, without any further consent or
approval of any other Person, the Partnership shall. be reconstituted as a
Successor Partnership.
(b) If the Partnership is dissolved and one or more Managing Partners
are then serving in accordance with the provisions of Article VI, the other
Partners may either consent to the continuation of the business of the
Partnership, the Successor Partnership as reconstituted with the Managing
Partners then serving, or may admit, in addition or in lieu thereof and
with the unanimous consent of the Partners and the consent of the Lenders,
another Person as Managing Partner in accordance with the terms and
conditions set forth in Section 7.3.
9.2 Continuation of Business: The Successor Partnership shall continue
-------------------------
the business of the Partnership with Partnership property. The Partnership
Interests of the Partners in the Successor Partnership shall be in proportion to
their respective Interests in the dissolved Partnership. Such Successor
Partnership shall be governed by the terms and provisions of this Agreement and
references in this Agreement to the Partnership or to the Partners or their
rights and obligations shall be understood to mean such Successor Partnership
and the Partners thereof and their rights and obligations.
-10-
Article X.
ACCOUNTING AND REPORTS
10.1 Books and Records. The Managing Partner shall maintain at the office
-----------------
of the Partnership full and accurate books of the Partnership showing the names
and addresses of the Partners, all receipts and expenditures, assets and
liabilities, profits and losses, and all other books, records and information
required by the Act or necessary for recording the Partnership's business and
affairs. The Partnership's books and records shall be maintained in accordance
with the accrual method of accounting. All Partners and their fully authorized
representatives shall have the right to inspect and copy during reasonable
business hours and at their expense any and all of the Partnership's books and
records, including books and records necessary to enable a Partner to defend any
tax audit or related proceeding.
10.2 Annual Tax Returns. The Managing Partner is hereby designated the Tax
------------------
Matters Partner for Federal income tax purposes and is authorized to take all
necessary action to qualify as such. The Managing Partner shall cause to
prepare to be prepared all tax returns required of the Partnership.
10.3 Reports to Partners. As soon as practicable after the end of each
-------------------
Fiscal Year, the Managing Partner shall furnish (or cause to be furnished to)
the Partners (with copies to the Lenders) of all tax returns.
10.4 Partnership Funds. The Managing Partner shall have fiduciary
-----------------
responsibility for the safekeeping and use of all funds and assets of the
Partnership and the Managing Partner shall not employ such funds in any manner
except for the benefit of the Partnership. All funds of the Partnership not
otherwise invested shall be deposited in one or more accounts maintained in such
banking institutions as the Managing Partner shall determine.
Article XI.
AMENDMENTS AND MEETINGS
11.1 Amendment Procedure. The amendment procedure is as follows:
-------------------
(a) Amendments to this Agreement may be proposed by any Partner; and
(b) A proposed amendment will be adopted and effective only if it
receives the consent of all of the Partners and the Lenders; provided, that
-------- ----
a proposed amendment for ministerial, administrative or corrective purposes
may be adopted by the Managing Partner and become effective without the
consent of the other Partners or the Lenders; and provided further, that
-------- ------- ----
copies of al amendments shall be submitted to the Lenders, and if required
by applicable rules and regulations, to the FCC.
-11-
Article XII.
PARTNERS POWERS AND LIMITATIONS
12.1 Checks. All checks, orders or withdrawals on any bank or depository
------
in which the Partnership shall have an account shall be signed by the Managing
Partner.
12.2 Prohibitions. No Partner may, without the approval of the Partnership
------------
as set forth in Section 6.1, hereof:
(a) Borrow money in the firm name for firm purposes or utilize
collateral owned by the Partnership as security for such loans;
(b) Assign, transfer, pledge, compromise or release any of the claims
of or debts due the Partnership except upon payment in full, or arbitrate
or consent to the arbitration of any of the disputes or controversies of
the Partnership;
(c) Make, execute or deliver any assignment for the benefit of
creditors or any bond, confession of judgment, chattel mortgage, deed,
guarantee, indemnity bond, surety bond, or contract to sell or contract of
sale of all or substantially all of the property of the Partnership;
(d) Lease or mortgage any Partnership real estate or any interest
therein or enter into any contract for any such purpose;
(e) Pledge or hypothecate or in any manner transfer his interest in
the Partnership, except to another party to this Agreement;
(f) Become a surety, guarantor, or accommodation Party to any
obligation.
12.3 FCC Compliance. The Partners acknowledge that in connection with any
--------------
change in the Partners of the Partnership, a dissolution of the Partnership
under the Act, a termination of the Partnership upon a dissolution under the
Act, or a reconstitution of the Partnership pursuant to Article IX (each of the
same together being referred to herein as a "Change"), FCC approval or consent
may be required prior to the Change, or a filing with the FCC may be required
before or after the Change. The Partners, therefore, agree that in connection
with any Change, all applicable rules and regulations of the FCC shall be
complied with and all consents or approvals of the FCC shall be obtained and all
filings made and if a Change shall not become effective until such consent or
approval is obtained.
Article XIII.
MISCELLANEOUS
13.1 Title to Partnership Property. All property owned by the Partnership,
-----------------------------
whether real or personal, tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually, shall have any
ownership of such property. The Partnership may
-12-
hold any of its assets in its own name or in the name of its nominee, which
nominee may be one or more Persons.
13.2 Validity. Each provision of this Agreement shall be considered
--------
separate and, if for any reasons any provision(s) which is not essential to the
effectuation of the basic purposes of this Agreement is determined to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not impair the operation of or affect those provisions of
this Agreement which are otherwise valid.
13.3 Applicable Law. This Agreement, and the application or interpretation
--------------
thereof, shall be governed exclusively by its terms and by the laws of the State
of New York, including the conflicts of law provisions thereof.
13.4 Binding Agreement. This Agreement and all terms, provisions and
-----------------
conditions hereof shall inure to the benefit of the parties hereto and, except
as otherwise provided herein, to their respective heirs, executors, personal
representatives, successors and lawful assigns.
13.5 Waiver of Action for Partition. Each of the parties hereto
------------------------------
irrevocably waives during the term of the Partnership any right that it may have
to maintain any action for partition with respect to any property of the
Partnership.
13.6 Headings. All section headings in this Agreement are for convenience
--------
of reference only and are not intended to qualify the meaning of any section.
13.7 Terminology. All personal pronouns used in this Agreement, whether
-----------
used in the masculine, feminine or neuter gender, shall include all other
genders, the singular shall include the plural, and vice versa, as the context
may require.
13.8 Counterparts. This Agreement may be executed in several counterparts,
------------
and all so executed shall constitute one Agreement, binding on all of the
parties hereto, notwithstanding that all of the parties are not signatories to
the original or the same counterpart.
13.9 Entire Agreement. This Agreement contains the entire understanding
----------------
among the parties hereto and supersedes all prior written or oral agreements
among them respecting the within subject matter, unless otherwise provided
herein.
13.10 Arbitration. Any dispute, controversy or claim arising out of or in
-----------
connection with or relating to this Agreement or any breach or alleged breach
hereof, shall be determined and settled by arbitration in the City of New York
pursuant to the rules then in effect of the American Arbitration Association.
The expense of the arbitration shall be borne by the parties to the arbitration,
provided that each party shall bear and pay for the cost of its own experts,
witnesses, evidence, counsel and other costs in connection with the preparation
and presentation of its case.
-13-
IN WITNESS WHEREOF, the parties hereto have executed this Partnership
Agreement the day and year first above written.
YOUNG BROADCASTING OF NASHVILLE, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
YBT, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
By:____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
-14-
SCHEDULE II
Young Broadcasting of Nashville, Inc. 90%
YBT, Inc. 10%
-15-