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PARTNERSHIP INTEREST PURCHASE AGREEMENT

Limited Partnership Agreement

PARTNERSHIP INTEREST PURCHASE AGREEMENT | Document Parties: DETROIT FREE PRESS, INCORPORATED | DETROIT NEWS, INC | GANNETT CO, INC | KNIGHT-RIDDER, INC You are currently viewing:
This Limited Partnership Agreement involves

DETROIT FREE PRESS, INCORPORATED | DETROIT NEWS, INC | GANNETT CO, INC | KNIGHT-RIDDER, INC

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Title: PARTNERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Delaware     Date: 8/9/2005
Industry: Printing and Publishing     Sector: Services

PARTNERSHIP INTEREST PURCHASE AGREEMENT, Parties: detroit free press  incorporated , detroit news  inc , gannett co  inc , knight-ridder  inc
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Exhibit 99.2

 

This Partnership Interest Purchase Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about Knight Ridder or its affiliated entities. The representations and warranties of the parties in this Partnership Interest Purchase Agreement were made to, and solely for the benefit of, the other parties. The assertions embodied in the representations and warranties are qualified by information included in disclosure schedules exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.


EXECUTION COPY

 

PARTNERSHIP INTEREST PURCHASE AGREEMENT

 

among

 

DETROIT FREE PRESS, INCORPORATED,

 

THE DETROIT NEWS, INC.,

 

GANNETT CO., INC.

 

and

 

KNIGHT-RIDDER, INC.

 

Dated: August 3, 2005


TABLE OF CONTENTS

 

 

 

 

 

 

ARTICLE I. SALE OF PARTNERSHIP INTEREST

  

1

1.1

  

Sale of Partnership Interest

  

1

1.2

  

Purchase Price

  

2

1.3

  

Balance Sheet Test

  

2

1.4

  

Deliveries by Seller

  

3

1.5

  

Section 754 Election

  

3

1.6

  

Allocation of Consideration

  

3

1.7

  

Interim Closing of the Books

  

4

1.8

  

Pre-Closing Periods

  

4

 

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF KRI

  

4

2.1

  

Ownership of Partnership Interest

  

4

2.2

  

Authority

  

4

2.3

  

No Violation

  

4

2.4

  

No Brokers

  

4

 

 

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF GANNETT AND BUYER

  

5

3.1

  

Authority

  

5

3.2

  

No Violation

  

5

3.3

  

No Brokers

  

5

3.4

  

Operation of Agency

  

5

 

 

ARTICLE IV. INDEMNIFICATION

  

5

4.1

  

Survival

  

5

4.2

  

Limitations

  

5

4.3

  

Indemnification of Buyer and Gannett

  

6

4.4

  

Indemnification of Buyer with respect to the Agency

  

6

4.5

  

Indemnification of Seller and KRI

  

6

4.6

  

Third Party Actions

  

7

4.7

  

Notice of Claim for Indemnification

  

8

4.8

  

Net After-Tax Basis

  

8

 

 

ARTICLE V. MISCELLANEOUS

  

8

5.1

  

Notices

  

8

5.2

  

Assignment

  

10

5.3

  

Effect of Headings

  

10

5.4

  

Expenses

  

10

5.5

  

Public Announcements

  

10

5.6

  

Governing Law

  

10

5.7

  

Waiver; Severability

  

10

5.8

  

No Third Party Rights

  

10

5.9

  

Counterparts

  

11

5.10

  

Entire Agreement; Amendments

  

11

5.11

  

Waiver of Rescission

  

11

 

 

 

 

 

 

Exhibit A

  

Receipt


 

 

 

 

 

Schedules

  

 

 

 

Schedule 1.3(a)

  

Balance Sheet Test

Schedule 1.4(a)

  

Approvals

Schedule 4.4(b)

  

Riverfront Property


PARTNERSHIP INTEREST PURCHASE AGREEMENT

 

This Partnership Interest Purchase Agreement (this “Agreement”) is entered into as of this 3rd day of August, 2005 (the “Closing Date”) by and among The Detroit News, Inc., a Michigan corporation (“Buyer”), Detroit Free Press, Incorporated, a Michigan corporation (“Seller”), Gannett Co., Inc., a Delaware corporation (“Gannett”), and Knight-Ridder, Inc., a Florida corporation (“KRI” and together with Buyer, Seller and Gannett, collectively, the “Parties”, and, individually, a “Party”).

 

WHEREAS, Seller and Buyer have entered into a Joint Operating Agreement dated as of April 11, 1986 (the “Joint Operating Agreement”) and have formed Detroit Newspaper Agency, a Michigan general partnership (the “Agency”) under a Partnership Agreement dated as of April 11, 1986 (the “Partnership Agreement”), for the purpose of establishing a joint operating arrangement to publish The Detroit News and the Detroit Free Press , all on the terms set forth in the Joint Operating Agreement;

 

WHEREAS, each of Seller and Buyer originally owned fifty percent (50%) of the general partnership interests in the assets, liabilities, profits and losses of the Agency under the Partnership Agreement;

 

WHEREAS, Seller and Buyer have entered into that certain Redemption Agreement dated as of the date hereof among Seller, Buyer and the Agency (the “Redemption Agreement”) pursuant to which the Agency redeemed a two-tenths of one percent (0.2%) general partnership interest of the Seller in the capital, profits and losses of the Agency on the Closing Date and immediately prior to the consummation of the transactions contemplated by this Agreement;

 

WHEREAS, pursuant to the redemption described in the above paragraph, Buyer’s general partnership interest in the capital, profits and losses of the Agency increased to approximately 50.1% and Seller’s general partnership interest in the capital, profits and losses of the Agency was reduced to approximately 49.9%; and

 

WHEREAS, Seller desires to sell a forty-four and nine-tenths percent (44.9%) general partnership interest in the capital, profits and losses of the Agency (the “Partnership Interest”) to Buyer and Buyer desires to purchase the Partnership Interest from Seller in accordance with this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows.

 

ARTICLE I.

SALE OF PARTNERSHIP INTEREST

 

1.1 Sale of Partnership Interest . Seller hereby sells, transfers and assigns the Partnership Interest to Buyer free and clear of all liens, claims, pledges, options, rights of first refusal and other encumbrances or restrictions of any nature whatsoever, other than any restrictions on transfer under the Joint Operating Agreement or the Partnership Agreement


(“Liens”), and Buyer hereby purchases from Seller all of Seller’s right, title and interest in the Partnership Interest for the Purchase Price, as defined below.

 

1.2 Purchase Price . The consideration for the sale of the Partnership Interest is Two Hundred Thirty Four Million Dollars ($234,000,000) (“Purchase Price”), subject to adjustment as provided in Section 1.3 below, and will be paid on the date hereof by wire transfer to an account designated by Seller.

 

1.3 Balance Sheet Test .

 

(a) If on the Closing Date the Agency’s current assets exceed total liabilities, the Purchase Price will be increased by fifty percent (50%) of such excess. If on the Closing Date the Agency’s total liabilities exceed current assets, the Purchase Price will be reduced by fifty percent (50%) of such excess. The calculations described above are referred to herein as the “Balance Sheet Test”. For purposes of this Agreement, “current assets” and “total liabilities” of the Agency shall consist of the types of items described in Schedule 1.3(a) . In computing the adjustment described above, the Closing Date Balance Sheet (as defined below) shall be prepared in accordance with generally accepted accounting principles, except that the following items will be included in total liabilities (whether or not required to be so treated by generally accepted accounting principles): vacation accruals, self-insured health or medical claims which have been incurred but not funded, accrued rebates, paid-in-advance subscription liabilities, pre-paid advertising, all state and local taxes (including interest and penalties) imposed on the Agency for periods ending on or before the Closing Date (treating the Closing Date as the end of a taxable period of the Agency whether or not it is so treated by applicable tax law). Current assets shall not be reduced, and total liabilities shall not be increased, by the amount paid to Seller pursuant to the Redemption Agreement or any expenses incurred in connection therewith. The accounting methods currently employed by the Agency consistent with prior periods shall be used to determine the value of inventory, prepaid expenses and similar items. The amounts to be included on the Closing Date Balance Sheet with respect to (i) the assets and liabilities of the Retirement Benefit Plan of Newspaper Drivers & Handlers, Local #372, (ii) the assets and liabilities of the Retirement Benefit Plan of GCIU Detroit Newspaper Union 13N, and (iii) post-retirement benefit obligations under FAS 106 with respect to all current and former employees of the Agency (and their beneficiaries), will be a liability of $121.6 million, notwithstanding what amounts would otherwise be required to be included under generally accepted accounting principles. Current assets will include (x) the amount to be included on the Closing Date Balance Sheet for cumulative capital expenditures relating to the Sterling Heights Press and Facility Expansion as of the Closing Date, notwithstanding what would otherwise be required under generally accepted accounting principles (as of June 26, 2005, such amount was approximately $153,682,000); and (y) a fixed amount of $2,300,000 for other capital expenditures of the Agency, notwithstanding what amount would otherwise be required under generally accepted accounting principles. All deferred revenue associated with the Kmart settlement shall be valued at $100,000.

 

(b) On the Closing Date, to the extent practical, the adjustments provided in this Section 1.3 shall be made to the Purchase Price on the basis of the then most recent period end financial information of the Agency, which shall be reflected on a preliminary balance sheet (“Preliminary Balance Sheet”) prepared by the Agency. Within one hundred and twenty (120)

 

2


days after the Closing Date, Buyer will prepare an adjusted balance sheet of the Agency as of 12:01 a.m. on August 1, 2005 (“Closing Date Balance Sheet”), reflecting the adjustments provided in this Section 1.3 and showing the recalculation, if any, of adjustments reflected on the Preliminary Balance Sheet. Within one hundred fifty (150) days after the Closing Date, final adjustments pursuant to this Section 1.3 and any required refund or payment shall be made by KRI or Buyer, as applicable, on the basis of the Closing Date Balance Sheet. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If any such dispute cannot be resolved by KRI and Buyer, it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by KRI or Buyer for the two years preceding the Closing Date. The determination of such firm shall be conclusive and binding on KRI and Buyer. The fees of such firm shall be shared equally by KRI and Buyer.

 

1.4 Deliveries by Seller . On the Closing Date, Seller will deliver to Buyer:

 

(a) The approvals set forth on Schedule 1.4(a) ;

 

(b) Any and all instruments and documents, required to transfer the Partnership Interest to Buyer as are mutually agreed upon by the Parties; and

 

(c) A receipt for the Purchase Price, in the form attached hereto as Exhibit A .

 

1.5 Section 754 Election . Buyer shall cause the Agency to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for the taxable year that includes the Closing Date, and Buyer shall be authorized to prepare and file all papers, schedules and tax returns necessary to effectuate such election. Seller consents to such election and such authority extended to Buyer.

 

1.6 Allocation of Consideration . The Parties shall cooperate as provided herein in determining the allocation of the Purchase Price and other applicable items among the Agency’s assets in accordance with Code Sections 751 and 755 and the Treasury regulations promulgated thereunder (and any similar provisions of state or local law, as appropriate). Buyer shall initially determine such allocation and shall notify Seller and KRI in writing of the allocation so determined within 120 days after the Closing Date. Seller and KRI shall be deemed to have accepted such determination unless KRI notifies Buyer in writing of KRI’s proposed allocation within thirty (30) days after receipt of Buyer’s proposed allocation. If KRI provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the matters in dispute. If they are unable to do so within thirty (30) days, the matter shall be referred to Deloitte Financial Advisory Services LLP (the “Appraiser”). The decision of the Appraiser shall be binding on all Parties. The Appraiser’s fees shall be shared equally by Buyer and KRI. Neither Buyer, Gannett, KRI nor Seller shall take any position for tax purposes that is inconsistent with the final allocation determined hereunder unless such position would be inconsistent with a final non-appealable (except to the United States Supreme Court) judgment which has been rendered in any judicial proceeding governing such position.

 

3


1.7 Interim Closing of the Books . With respect to the Partnership Interest that is being purchased and sold pursuant to this Agreement, Seller’s distributive share of the Agency’s income, gain, loss and deduction for the taxable year of the Agency that includes the Closing Date shall be determined on the basis of an interim closing of the books of the Agency as of the close of business on the Closing Date under this Agreement and shall not be based upon a proration of such items for the entire taxable year.

 

1.8 Pre-Closing Periods . The sale of the Partnership Interest pursuant to this Agreement shall not affect KRI’s or Seller’s rights with respect to the Agency’s tax filings and tax proceedings with respect to periods or portions thereof ending on or before the Closing Date, including without limitation Seller’s rights pursuant to Sections 4.7 and 5.1(h) of the Joint Operating Agreement. KRI shall be entitled to exercise such rights of Seller following any sale by KRI of the stock of Seller.

 

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF KRI

 

In order to induce Gannett and Buyer to enter into this Agreem


 
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