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TABLE OF CONTENTS
Introduction and Recitals
I. The Partnership
II. Editorial Independence
III. Term
IV. Continuing Operations
V. Termination
VI. Certain Covenants of Advertiser
VII. Miscellaneous Provisions
Exhibit A: Agreement of Limited Partnership
HAWAII JOA
AMENDMENT AND RESTATEMENT OF
MUTUAL PUBLISHING PLAN AGREEMENT
THIS AMENDMENT AND RESTATEMENT OF MUTUAL PUBLISHING PLAN AGREEMENT
is dated as of January 30, 1993 and is by and between HONOLULU
ADVERTISER, INC., a Hawaii corporation ("Advertiser"), and LIBERTY
NEWSPAPERS LIMITED PARTNERSHIP, an Arkansas limited partnership
("Star-Bulletin") . WHEREAS, Advertiser publishes The Honolulu
Advertiser, a morning daily newspaper, and Star-Bulletin (or its
predecessor) publishes Honolulu Star-Bulletin, an afternoon daily
newspaper, both in Honolulu, Hawaii (together the "Newspapers");
WHEREAS, Advertiser and Star-Bulletin, or their respective predecessors,
entered into that certain Mutual Publishing Plan Agreement dated
May 31, 1962, as amended from time to time thereafter (collectively,
the "Mutual Agreement"), pursuant to which Hawaii Newspaper Agency,
Inc. ("Old HNA"), as agent, has managed, operated and produced
the Newspapers, except for the news and editorial departments
of each Newspaper, which have remained separate and independent;
WHEREAS, Advertiser and Star-Bulletin desire to amend various
provisions of the Mutual Agreement and to restate it in its entirety
to provide, among other things, that the functions previously
performed by Old HNA will be performed by a limited partnership
formed by Advertiser and Star-Bulletin pursuant to this Agreement;
WHEREAS, the following transactions have occurred on and as of
the date hereof and shall be deemed to have occurred simultaneously
with the execution and delivery of this Agreement: (i) Star-Bulletin
has acquired certain assets of Honolulu Star-Bulletin from Gannett
?Pacific Corporation ("Gannett Pacific"), a wholly-owned subsidiary
of Gannett Co., Inc. ("Gannett");
(ii) Advertiser has become a wholly-owned subsidiary of Gannett;
(iii) Gannett Pacific has transferred to Advertiser all of Gannett
Pacific's capital stock of Old HNA; (iv) all capital assets that
are used or intended for use primarily in the conduct of the joint
business operations of the Newspapers (whether previously owned
by Advertiser, Gannett Pacific or both) are as of the date hereof
being contributed to or otherwise made available to the Partnership
described herein; (v) Old HNA has transferred all of its assets
to Advertiser ; (vi) Advertiser has assumed all of Old HNA's liabilities;
and (vii) Old HNA's authority to act as agent for the Newspapers
has been terminated.
WHEREAS, the purpose and intent of the Mutual Agreement is to
provide a plan of common operation of the Newspapers published
by Advertiser and Star-Bulletin, so as to afford economy in money
and effort, produce high quality newspapers for their readers,
improve acceptance for their advertisers, subserve public interests
by maintaining the separate identities, individuality and editorial
and news freedom and integrity of each Newspaper, and assist each
Newspaper in maintaining its journalistic characteristics and
meeting the highest standards of editorial quality and journalistic
excellence; and .
WHEREAS, the Mutual Agreement, as amended and restated hereby,
continues to maintain as separate and independent the respective
news, editorial and reportorial operations, departments and staffs
of Advertiser and Star-Bulletin, consistent with the requirements
of the Newspaper Preservation Act, 15 U.S.C. §§ 1801 et seq.
NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the parties
hereby agree that the Mutual Agreement shall be amended and restated
as follows:
I. THE PARTNERSHIP
(A) Formation. Advertiser and Star-Bulletin will on the date hereof, and effective
upon the execution and delivery of this Agreement, cause to be
formed under the laws of the State of Delaware a limited partnership
named "Hawaii Newspaper Agency Limited Partnership" (the "Partnership")
by executing and delivering to each other the Limited Partnership
Agreement ("Partnership Agreement") in the form set forth as Exhibit
A hereto, and by making such filings as are appropriate under
applicable law.
(B) Capital Contribution by Advertiser. Upon execution of this Agreement, and in return for its general
partnership interest in the Partnership as described in the Partnership
Agreement, Advertiser shall contribute and hereby does contribute
the following to the capital of the Partnership:
(i) 100% of the assets of Old HNA;
(ii) 100% of its interest in the tangible capital assets that, immediately
prior to the date hereof, were used or intended for use primarily
in the conduct of the business and operations of the Newspapers
(except for those tangible capital assets which as of the date
hereof are used or intended for use solely by the editorial department
of The Honolulu Advertiser);
(iii) Any and all lists owned by Advertiser of subscribers to or advertisers
in The Honolulu Advertiser;
(iv) The name, title and masthead of The Honolulu Advertiser, together
with all names, titles and slogans used exclusively in connection
with The Honolulu Advertiser and all intangible rights and privileges
of whatever kind belonging to or incidental thereto, including
any and all copyrights and trademarks relating thereto, and any
and all rights to renew the same, on issues of The Honolulu Advertiser
published before, on or after the date hereof, and the right to
reprint all or any part thereof (collectively the "Advertiser
Names"); and
(v) $100 in cash.
(C) Capital Contribution by Star-Bulletin. Upon execution of this Agreement, and in return for its limited
partnership interest in the Partnership as described in the Partnership
Agreement, Star-Bulletin shall contribute and hereby does contribute
the following to the capital of the Partnership:
(i) Any and all lists owned by Star-Bulletin of subscribers to or
advertisers in Honolulu Star-Bulletin;
(ii) The name, title and masthead of Honolulu Star-Bulletin, together
with all names, titles and slogans used exclusively in connection
with Honolulu Star-Bulletin and all intangible rights and privileges
of whatever kind belonging to or incidental thereto, including
any and all copyrights and trademarks relating thereto, and any
and all rights to renew the same, on issues of Honolulu Star-Bulletin
published before, on or after the date hereof, and the right to
reprint all or any part thereof (collectively the "Star-Bulletin
Names"); and
(iii) $100 in cash.
(D) Liens; Liabilities. The assets described in Sections 1 (B) and 1(C) shall be contributed
to the Partnership free and clear of all liens, security interests,
mortgages and encumbrances of any nature except that the Partnership
shall, and by its execution of this Agreement hereby does, agree
to pay, perform and discharge all liabilities, contingent or otherwise,
of Old HNA (as agent or otherwise) that were on the date hereof
previously assumed by Advertiser.
(E) Future Capital Contributions; Capital Assets. Star-Bulletin shall have no obligation to make any further contributions
to the capital of the Partnership. Advertiser shall in the future
make such additional contributions to the capital of the Partnership
as shall be necessary in its reasonable judgment to (i) fund acquisitions
of capital assets necessary for the business and operations of
the Partnership (it being understood that, without limitation
of the foregoing, it is the obligation of Advertiser to contribute
or otherwise make available to the Partnership all the tangible
capital assets that, immediately prior to the date hereof, were
used or intended for use primarily in the conduct of the business
and operations of the Newspapers, and in the event that the Partnership
is required to make any payments to Gannett Pacific or Advertiser
in connection therewith, no such payments shall be made at any
time when the Partnership is not current in making the distributions
to Star-Bulletin described in Section IV(J) (i) through (iv) hereof,
nor shall such payments be considered a "Contract Expense," as
defined herein), (ii) fund acquisitions of tangible capital assets
necessary for the business and operations of the editorial departments
of The Honolulu Advertiser and Honolulu Star Bulletin to the extent
the editorial department tangible capital assets owned by Advertiser
or Star-Bulletin on the date hereof require supplementation or
replacement, (iii) provide the Partnership with adequate working
capital, including such working capital as is necessary to fund
the liabilities of Old HNA assumed by the Partnership pursuant
to Section 1(D) hereof so as to avoid any material adverse impact
from such assumed liabilities on the cash flow of the Partnership
and the Partnership's ability to make on a timely basis the cash
distributions to Star-Bulletin contemplated by Section IV (J)
(i) through (v) hereof, and (iv) ensure that the Partnership has
adequate funds to make on a timely basis the cash distributions
to Star-Bulletin contemplated by Section IV(J) (i) through (v)
hereof. Advertiser may from time to time cause the Partnership
to distribute and transfer to it one or more capital assets of
the Partnership so long as after such transfer the Partnership
shall have, as a result of its remaining capital assets and any
other capital assets which Advertiser shall at the time contribute
or make available to the Partnership pursuant to this Section
1(E), capital assets whose adequacy and suitability for the Partnership's
performance of the business and operations of the Newspapers is
substantially the same as prior to such transfer .
(F) Partnership as Signatory. Advertiser, as general partner of the Partnership, shall cause
the Partnership to become a party to this Agreement as of the
date hereof and to agree to perform all the obligations herein
to be performed by it by signing this Agreement and delivering
executed copies hereof to Advertiser and Star-Bulletin.
(G) Obligations of Partnership and Advertiser, etc. To the extent that any provision of this Agreement or the Partnership
Agreement or applicable law requires or authorizes the Partnership
to perform any obligation, make any determination, give any notice,
exercise any right or take any action, Advertiser shall in its
capacity as general partner of the Partnership be required or
authorized to do so on behalf of the Partnership. In doing so,
Advertiser shall as general partner conduct the business and operations
of the Partnership and of the Newspapers (including incurring
indebtedness of the Partnership) in a manner which it believes,
in the good faith exercise of business judgment, is in the best
interest of the overall economic performance of the Partnership
and the Newspapers considered together and does not have a material
adverse impact on the cash flow of the Partnership and the Partnership's
ability to make on a timely basis the cash distributions to Star-Bulletin
contemplated by Section IV(J) (i) through (v) hereof. Subject
to the foregoing, Advertiser may make reasonable distinctions
between the two Newspapers regarding the non-editorial business,
operations and promotion of each of them that are intended to
enhance such overall economic performance. Advertiser shall have
no liability to the Partnership or Star-Bulletin for any action
it may take or fail to take in the absence of bad faith or willful
misconduct.
(H) Employees. On the date hereof, the Partnership will employ, or offer to
employ, all those who were employees of Old HNA immediately before
the date hereof. The terms and conditions of such employment by
the Partnership shall be the same or substantially the same as
those in effect with Old HNA immediately before the date hereof.
The Partnership shall take such actions as are appropriate with
respect to any pension or employee benefit plans applicable to
such employees in order to ensure that such plans (or their substantial
equivalent), including accrued benefits and credit for years of
service, will be applicable to such employees in their capacity
as employees of the Partnership. Nothing herein, however, is intended
to confer on any employee of Old HNA or the Partnership any legal
or contractual right (as a third party beneficiary or otherwise)
to be or remain employed by the Partnership, to be or remain employed
by the Partnership on any particular terms and conditions of employment,
or to be entitled to the continuation of, or to participate in,
any pension or employee benefit plan.
II. EDITORIAL INDEPENDENCE
Advertiser and Star-Bulletin agree to maintain the separateness
of their respective corporate identities, and to retain the editorial
independence of their respective Newspapers. Star-Bulletin agrees
that it shall have no connection with the editorial conduct of
Advertiser. The editorial and reportorial staffs of the respective
Newspapers shall be independent and shall not be merged, combined
or amalgamated, and their editorial policies shall be independently
determined. Advertiser agrees that it shall have no connection
with the editorial conduct of Star-Bulletin, and that operations
of Advertiser with respect to Honolulu Star-Bulletin shall be
confined exclusively to its role as general partner of the Partnership
and causing the Partnership to print, sell and distribute the
Newspapers, and to solicit and sell advertising space therein,
and to perform such other functions as are described in this Agreement.
III. TERM
Unless sooner terminated in accordance with the terms hereof,
this Agreement shall continue in effect from the date hereof through
the close of business on the last Sunday in December, 2012. This
Agreement shall thereupon be automatically renewed for additional
five-year terms unless either Advertiser or Star-Bulletin gives
written notice to the contrary to the other at least 24 months
prior to the end of the term or the then-current term.
IV. CONTINUING OPERATIONS
(A) General. On and after the date hereof the Partnership, using its own employees,
shall control, supervise, manage and perform all operations (other
than the news and editorial operations of The Honolulu Advertiser
and Honolulu Star-Bulletin) involved in producing, printing, selling
and distributing the Newspapers; shall determine press runs, press
times, page sizes and cutoffs of the Newspapers; shall determine
whether supplemental products will be distributed in or with one
or both Newspapers, including whether and how certain products
will be distributed to non-subscribers; shall purchase newsprint,
materials and supplies as required; shall solicit and sell advertising
space in the Newspapers; shall collect the Newspapers' circulation
and advertising accounts receivable; shall provide or make available
to each Newspaper such parking, subscriptions, messenger services,
data process services and photo usage services as the Partnership
deems reasonable and appropriate (the costs for which shall not
be an Editorial Expense); and shall make all determinations and
decisions and do any and all acts and things necessarily connected
with the foregoing activities, including maintaining insurance
coverage that is normal and appropriate for similarly-situated
businesses. Except for seasonal or other changes in accordance
with historical practices, or except as contemplated by Section
IV(D) below, no change shall be made in the field of publication
(morning or afternoon, as the case may be) of either Newspaper
from those described in Section IV(D) without the mutual consent
of Advertiser and Star-Bulletin. The parties recognize that the
President or General Manager of Advertiser, who may also be the
Publisher of The Honolulu Advertiser, shall have general charge
and supervision of the business of the Newspapers, but shall treat
each of the Newspapers as separate and distinct editorial products,
and shall have no duties or authority with respect to the news
or editorial functions of Honolulu Star-Bulletin. If the President
or General Manager of Advertiser shall also be the Publisher of
The Honolulu Advertiser, then eighty percent (80%) of his or her
salary shall be charged as a Contract Expense under Section IV(K)
(iv) below. If he or she is not the Publisher of The Honolulu
Advertiser, then one hundred percent (100%) of his or her salary
shall be charged as a Contract Expense under Section IV(K) (iv)
below. Expenses of the President or General Manager of Advertiser
shall be charged as a Contract Expense under Section IV(K) (iv)
below.
(B) Production. On and after the date hereof, the Partnership, using its own
employees, shall print the Newspapers on equipment owned or leased
by the Partnership in the Partnership's plant or plants located
at such place or places as the Partnership may determine, and
all operations under this Agreement, except the operation of Advertiser's
and Star- Bulletin's editorial departments, shall be carried on
and performed by the Partnership with equipment and from the Partnership's
said plant or plants or by independent contractors or agents selected
by the Partnership. During the term of this Agreement, Star-Bulletin
agrees to produce Honolulu Star- Bulletin's editorial and news
copy, and Advertiser agrees to produce The Honolulu Advertiser's
editorial and news copy, on equipment which is compatible with
the equipment used by the Partnership in its production facilities.
(C) Advertising and Circulation. On and after the date hereof, the Partnership shall have complete
control of and the right to determine for both Advertiser and
Star-Bulletin advertising and circulation rates for both The Honolulu
Advertiser and Honolulu Star-Bulletin, and the Partnership shall
use its reasonable efforts to sell advertising space in each Newspaper
and to sell, promote and distribute each Newspaper as widely as
practicable consistent, however, with the objective of enhancing
the overall economic performance of the Partnership and the Newspapers
considered together in a manner that does not have a material
adverse impact on the cash flow of the Partnership and the ability
of the Partnership to make on a timely basis the cash distributions
to Star-Bulletin contemplated by Section IV(J) (i) through (v)
hereof. The senior news executive of Star-Bulletin or Advertiser,
as the case may be, may reject any advertising for Honolulu Star-Bulletin
or The Honolulu Advertiser, as the case may be, which is in his
or her opinion undesirable or inappropriate for publication therein.
The Partnership shall be free to select and alter from time to
time the national advertising representative(s) for The Honolulu
Advertiser and Honolulu Star-Bulletin, and the commission payable
to such national advertising representative(s) and the other terms
of such arrangement(s) shall be determined by the Partnership.
(D) Newspaper Editions. Advertiser shall publish The Honolulu Advertiser daily on weekday,
Saturday and Sunday mornings. Star-Bulletin shall publish Honolulu
Star-Bulletin daily (except Sunday) on weekday and Saturday afternoons;
provided, however, that if at any time the continued publication
of the Saturday afternoon edition of the Honolulu Star-Bulletin
is detrimental to the overall economic performance of The Honolulu
Advertiser and Honolulu Star-Bulletin considered together, then,
within thirty days after written notice by the Partnership to
Star-Bulletin, either (i) publication of such edition shall be
discontinued or (ii) if the Partnership shall in its sole discretion
give its written consent, publication of such edition shall be
converted into a Saturday morning edition and such edition shall
continue to be published on Saturday morning unless and until
the Partnership shall in its sole discretion and by written notice
to Star-Bulletin withdraw such consent, in which event publication
of such edition shall be discontinued within thirty days after
such notice.
(E) Office Space and Equipment. On and after the date thereof, the Partnership shall furnish
each of Advertiser and Star-Bulletin with reasonably adequate,
built-out and furnished office space for the separate use of their
respective editorial departments and editorial employees. Such
space furnished to Star-Bulletin will be reasonably comparable
in general location, function, square footage (on a per-employee
basis) and general appearance to the office space furnished to
Advertiser's editorial department and editorial employees, but
need not be in the same building as Advertiser' s editorial department.
Such space shall be furnished with furniture and equipment which
in the Partnership's reasonable judgment is sufficient and technologically
adequate for news and editorial operations. Star-Bulletin acknowledges
that its existing office space, furniture and equipment complies
with these provisions.
(F) Other Services. The parties recognize that in addition to the operations with
respect to the Newspapers contemplated by this Agreement, the
Partnership may also utilize its production and other facilities,
personnel, and agents for any other lawful activities it deems
appropriate, including distributing news, advertising or other
information to non-subscribers; distributing or making available
all or a portion of the information or advertising in the Newspapers
to subscribers by means of electronic distribution, microfilm,
microfiche or mail; commercial printing, including commercial
printing of other newspapers; distribution services; and any other
activities not inconsistent with its principal business; provided,
however, that such activities shall not unreasonably interfere
with the selling, printing or distribution of the Newspapers and
that revenues and expenses related to the services or products
described above ?will be treated as Contract Revenues or Contract
Expenses under Paragraph IV(K) below.
(G) Future Purchases. On and after the date hereof, the Partnership shall be responsible
for the purchase of all inventory, supplies, equipment and services
as it deems to be necessary or desirable in connection with the
operation of the Newspapers and other, functions as are described
in this Agreement; provided, however, that if any such purchases
or service contracts having a term in excess of one year or having
a value of more than $250,000 (as escalated from January 1, 1992
in accordance with the U.S. all items Consumer Price Index for
All Urban Consumers (1982-84 - 100), or in accordance with a successor
index thereto) are made through an entity affiliated with Advertiser,
the price to be paid shall not be higher than the annualized prevailing
market contract price for equivalent purchases by comparable,
independent newspapers, unless Star- Bulletin consents. In the
event of shortages of inventory, supplies, equipment or services,
neither Newspaper shall be unfairly favored or discriminated against
as regards the other.
(H) Editorial Matters. (i) Each of Advertiser and Star-Bulletin shall have complete
and exclusive control and direction of the editorial department
and editorial policies of its respective Newspaper and shall be
responsible for and shall bear all of its respective Editorial
Expense, as defined below. Without limiting the generality of
the foregoing, each of Advertiser and Star-Bulletin shall have
the exclusive right to determine the editorial format, dress,
makeup and news and feature content of its respective Newspaper
(including the content of all advertisements and advertising matter),
and each shall have complete control and authority over the editors
and editorial employees of its respective Newspaper, including
the exclusive right to hire and fire its own editors and editorial
employees. The term "editorial department" as used herein shall
mean the news, editorial, editorial promotion and photographic
departments. Advertiser and Star-Bulletin recognize that editorial
quality is the essence of this Agreement and each of them agrees
to use all reasonable efforts and to incur appropriate Editorial
Expense to preserve high standards of newspaper quality and journalistic
excellence throughout the period of this Agreement.
(ii) The amount of reading content, sometimes known as "news hole,"
and the amount of color usage of the Newspapers shall be determined
by the Partnership during the annual budgeting process, in consultation
with Star-Bulletin and Advertiser. The news hole allocation and
color usage shall take into account relevant distinguishing characteristics
of the two Newspapers, including among other things whether one
of the Newspapers carries supplemental products not carried in
the other, historic and projected levels of advertising and editorial
content, color and editorial and advertising layout practices
of The Honolulu Advertiser and Honolulu Star-Bulletin, with total
usage and the allocations thereof to be determined by the Partnership.
If either Newspaper exceeds its budgeted news hole allocation
or color usage, then any newsprint and other production costs
attributable to such excess shall be considered an Editorial Expense
of such Newspaper.
(iii) Advertiser shall independently develop standards for determining
the acceptability of advertising copy for publication in The Honolulu
Advertiser. Star-Bulletin shall independently develop standards
for determining the acceptability of advertising copy for publication
in Honolulu Star-Bulletin.
(iv) The term "Editorial Expense" as used in this Agreement shall mean
all costs and expenses associated with the editorial department
of a Newspaper, including but not limited to: (a) compensation including payroll taxes, retirement, pension, health
and death benefits, worker's compensation insurance and group
insurance of editorial employees; (b) severance pay of editorial employees; (c) travel and other expenses of editorial employees; (d) press association assessments and charges; (e) charges for news services, photo services and supplies and editorial
wire services; (f) charges for the right to publish editorial features, daily comics
and other editorial material of every kind and character; (g) the cost of editorial materials, printing, stationery, office
supplies and postage for the editorial department; (h) donations, scholarships, minority newsroom recruitment and community
affairs programs, dues not included in Contract Expense, and editorial
promotion expense; (i) telegraphic, telephone and long-distance telephone charges of
such editorial department; (j) charges for the purchase, rental, repair and maintenance of editorial
department cameras and photographic equipment; provided however,
that the term "Editorial Expense" shall not include any cost,
charge or expense related to office space, furniture or equipment
made available pursuant to Section IV(E) of this Agreement or
related to any editorial department tangible capital assets owned
by either Newspaper, all of which shall be included within the
meaning of the term "Contract Expense" (as defined below); (k) the cost of liability insurance and insurance with respect to
libel and right of privacy and similar hazards (which insurance
coverage the Partnership will use reasonable efforts to make available
to Star-Bulletin) and the payment of any deductibles related thereto;
(l) any payments described in Section IV(H) (ii) or the proviso to
Section IV(H) (v) below; (in) the cost of executive-level supervisory
management and support of Honolulu Star-Bulletin, such expenses
not to exceed 1% (for any fiscal year from 1993 through 1997)
or .75% (for any fiscal year from 1998 through 2002) or .5% (for
any subsequent fiscal year) of the Editorial Expense budget for
such year as determined in accordance with Schedule A hereto,
and (m) payments required to be made by Star-Bulletin pursuant to contracts
entered into by Gannett Pacific or liabilities of Gannett Pacific
that are assumed by Star-Bulletin on the date of this Agreement.
Notwithstanding the foregoing, the following shall not be included
in "Editorial Expense" and shall be separately borne by the Newspaper
which incurs them: (A) any interest, indebtedness, amortization, organizational costs
or other costs or expenses relating to the acquisition by Star-Bulletin
on or after the date hereof of any assets of or relating to Honolulu
Star-Bulletin, and (B) except as described in (m) above, any management fee or any portion
of any salaries, expenses, overhead or corporate allocation attributable
to any non-resident ownership, management or supervision of such
Newspaper.
(v) All Editorial Expense of the editorial department of The Honolulu
Advertiser shall be borne by Advertiser and all Editorial Expense
of the editorial department of Honolulu Star-Bulletin shall be
borne by Star-Bulletin; provided, however, that costs resulting
from departures by either Newspaper from usual or customary practices
that result in additional non-Editorial Expense items shall be
considered an Editorial Expense of such Newspaper.
(I) Accounting Matters. The Partnership shall maintain full and accurate books of account
and records showing all transactions hereunder. Such books and
records shall be kept on the basis of Advertiser's fiscal year
and under the accounting methods currently employed by Advertiser
or Advertiser's parent corporation in accordance with generally
accepted accounting principles, and shall be kept at all times
at the principal place of business of the Partnership. Any changes
in accounting method shall be consistent with generally accepted
accounting principles and with changes made generally by Advertiser's
parent corporation. Star-Bulletin, Advertiser and their respective
authorized agents or representatives shall have access to and
may inspect such books and records related to Contract Expenses
and Contract Revenues hereunder at any time and from time to time
during ordinary business hours. Statements shall be rendered and
settlements under this Agreement shall be made,on a monthly basis
on the 15th day following the end of each Advertiser accounting
period, with annual adjustments as soon as practicable at the
conclusion of each Advertiser fiscal year during the term of this
Agreement. An annual statement shall be furnished by the Partnership
to Star-Bulletin and Advertiser not later than the 31st day of
March of each year, summarizing in reasonable detail and fairly
reflecting the transactions and the results of operations under
this Agreement during the preceding fiscal year (or portion thereof
beginning the date hereof), together with a letter from the Partnership's
independent certified public accountants to the effect that said
statement has been prepared in accordance with this Agreement.
All payments shown to be due by either Advertiser or Star-Bulletin
to the other shall be paid within thirty (30) days after the delivery
of the applicable statement .
(J) Distributions to Partners
(i) The Partnership shall distribute to Star- Bulletin, in equal
weekly installments, the following annual cash amounts for each
applicable fiscal year:
Remainder of 1993: $1,422,857
1994: $1,610,000
1995: $1,660,000
1996: $1,710,000
1997: $1,760,000
1998: $1,810,000
1999: $1,860,000
2000: $1,910,000
2001: $1,960,000
2002: $2,010,000
2003: $2,060,000
2004: $2,110,000
2005: $2,160,000
2006: $2,210,000
2007: $2,260,000
2008: $2,310,000
2009: $2,360,000
2010: $2,410,000
2011: $2,460,000
2012 and thereafter: $2,510,000
(ii) For each fiscal year, the Partnership shall also distribute to
Star-Bulletin cash equal to the amount actually expended or accrued
as a current liability in accordance with generally accepted accounting
principles by Star-Bulletin for Editorial Expenses for such year;
provided, however, that: (a) the amount distributed to Star-Bulletin pursuant to this Section
IV(J) (ii) shall not, in respect of any fiscal year, exceed the
budgeted amount for such fiscal year determined in accordance
with Schedule A hereto; and (b) with respect to contributions by Star-Bulletin in any fiscal
year to any defined benefit pension or retirement plan covering
editorial employees, the Partnership shall distribute to Star-Bulletin
only that portion of such contribution that has actually been
contributed in cash for such year.
(iii) If, with the prior written concurrence of Advertiser, Star-Bulletin
makes a permanent reduction in its editorial work force in accordance
with the requirements of applicable laws, regulations and agreements,
and if and to the extent the severance costs associated with such
reduction are not included within the applicable budgeted amount
determined in accordance with Schedule A hereto, then (a) the Partnership shall distribute to Star-Bulletin an amount equal
to that portion of such severance costs that is reasonable and
required to be incurred pursuant to applicable laws, regulations
or agreements and that in any event does not exceed the costs
Advertiser would incur if Advertiser had made corresponding reductions,
and (b) the budgeted amount determined in accordance with Schedule A
shall be appropriately reduced by the Partnership to reflect the
cost savings resulting from such work force reduction.
(iv) The distributions described in subsection (ii) above shall be
made on a weekly basis in increments of 1/52 of the applicable
budgeted amount determined in accordance with Schedule A hereto
(or, in the case of fiscal 1993, in equal weekly increments of
the 1993 Editorial Expense budget), subject to adjustment by the
Partnership at the end of each fiscal year so that such aggregate
distributions for the year are in such amounts as the Partnership
shall determine (based on such records and evidence as the Partnership
may request from Star-Bulletin) are equal to the amounts expended
(or, if applicable, accrued) by Star-Bulletin for such year. The
distributions described in subsection (iii) above shall be made
on a weekly basis and shall be in such amounts as the Partnership
shall determine (based on such records and evidence as the Partnership
may request from Star-Bulletin) are equal to the amounts expended
(or, if applicable, accrued) by Star-Bulletin for such period,
with such subsequent adjustments as are appropriate .
(v) If for any fiscal year the Partnership has Special Profits (as
defined in Section IV(K) hereof), then as soon as practicable
after such fiscal year the Partnership shall distribute to Star-Bulletin
cash in an amount equal to three percent (3%) of such Special
Profits.
(vi) Except for the foregoing distributions to Star-Bulletin, and
except for such cash as Advertiser may from time to time determine
is necessary or desirable to retain in the Partnership for working
capital purposes, the Partnership shall distribute all cash of
the Partnership to Advertiser, including without limitation (and
so long as Advertiser is in compliance with the last sentence
of Section I (E) hereof) the proceeds from any sale or disposition
of capital assets by the Partnership. Such distributions shall
be made from time to time as determined by Advertiser, but no
distributions to Advertiser shall be made at any time when the
Partnership is not current in making the distributions to Star-Bulletin
described in Section IV(J) (i) through (iv) hereof.
(vii) Pending the distributions contemplated by this Section IV(J),
Advertiser shall be authorized to manage the Partnership's cash
pursuant to the corporate-wide policies of Advertiser's parent
corporation. The Partnership shall neither pay interest on working
capital provided to it by Advertiser pursuant to Section I (E)
hereof nor earn interest on cash managed by Advertiser in accordance
herewith.
(K) Special Profits.
(i) For purposes of this Agreement, "Special Profits" means the amount
(if at all) by which Partnership Profits (as defined below) for
any of the following fiscal years are greater than the applicable
amount listed on Schedule B hereto .
(ii) For purposes of this Agreement, "Partnership Profits" means,
for any fiscal year, the excess, if any, of "Contract Revenue"
over "Contract Expense" for such year.
(iii) For purposes of this Agreement, "Contract Revenue" means, for
any fiscal year, advertising and circulation revenues of the Newspapers,
revenues derived from commercial printing or other services or
products referred to in Section IV(F) hereof, and amounts received
by the Partnership from other sales incidental to the publication
of Newspapers, such as sales of wastepaper, plastics, press plates
and other used production materials, sales of patterns, books,
booklets, tickets, photographic prints, and comparable items by
the editorial department of a Newspaper, and sales of items from
the library or "morgue" of the Partnership or of either Newspaper;
provided, however, that the proceeds from any sale or disposition
by the Partnership of any capital asset shall not constitute Contract
Revenue.
(iv) For purposes of this Agreement, "Contract Expense" means, for
any fiscal year, all expenses reasonably necessary or desirable
to carry out the Partnership's obligations and functions under
this Agreement, including but not limited to: (a) costs and expenses (other than Editorial Expense) incurred by
the Partnership in producing, selling and distributing the Newspapers
including Sunday supplements, in commercial printing and other
services or products referred to in Section IV(F) hereof, in soliciting
and selling advertising space in the Newspapers, in collecting
the circulation and advertising accounts receivable of the Newspapers,
in making purchases of non-capital assets as contemplated by Section
IV(G) hereof, in maintaining the assets used in such operations,
in complying with applicable environmental and laws, rules and
regulations, and in discharging the liabilities of Old HNA that
were assumed by the Partnership pursuant to Section 1(D) hereof;
(b) compensation, including but not limited to retirement, pension,
health and death benefits, worker's compensation insurance, and
group insurance of non-editorial employees, and such other employee
benefits as may be desirable in the Partnership's judgment; (c) severance costs for non-editorial employees; (d) administrative expenses, non-editorial promotional expenses and
all Federal, state and local taxes imposed on the Partnership
(including without limitation taxes based on gross receipts);
(e) the amounts referred to in Section IV(H) (iv) (j) as being included
within the meaning of "Contract Expense", (f) all franchise, permit or license taxes based upon gross receipts,
and all license, permit and registration fees for use of equipment,
including but not limited to motor vehicles, used by the Partnership
in the operations contemplated by this Agreement; (g) book depreciation and amortization on the buildings, equipment
and all tangible property owned by the Partnership or made available
to the Partnership pursuant to the parenthetical clause in Section
I (E) hereof (together with book depreciation and amortization
on the editorial department tangible capital assets owned by either
Newspaper on the date hereof), it being understood that as of
the date of this Agreement, the book value of such property shall
be its historical carryover net book value without giving effect
to any transactions occurring on the date hereof; (h) the cost and expense of operating a newspaper library and "morgue";
and (i) costs and expenses incurred by the Partnership in keeping records
necessary and incidental to its operations under this Agreement,
in preparing and rendering statements as required under the terms
of this Agreement and in paying national advertising representatives.
Notwithstanding the foregoing, the following items of expenditure
shall be excluded from the meaning of the term "Contract Expense":
(1) use, sales, franchise, excise and permit taxes based on capital
investments to the extent that such taxes are capitalized for
purposes of depreciation or amortization on the Partnership's
financial statements; and (2) interest paid of every kind (except interest on carrier deposits,
which shall be a Contract Expense) .
(v) Notwithstanding subsection (ii) above, the amount of Partnership
Profits shall be reduced for any fiscal year if, as of the last
day of such year, Net Capital Assets exceeds the net book value
of Net Capital Assets as of the date of this Agreement. The amount
of such reduction shall be the product of (i) the amount of such
excess multiplied by (ii) the sum of 200 basis points plus the
prime rate for best commercial customers as of such date charged
by Chemical Bank, New York, New York. "Net Capital Assets" means
the net book value of the capital assets referred to in Section
IV(K) (iv) (g) hereof (which, as of the date of this Agreement,
shall be the historical carryover net book value of such assets
without giving effect to any transactions occurring on the date
hereof) reduced in fiscal 1993 and thereafter by book depreciation
or amortization. Net Capital Assets shall include without limitation
plant, property and equipment, including the portions thereof
used by the Newspapers' respective editorial departments.
V. TERMINATION
(A) Cessation of Publication. This Agreement shall terminate if and when Star-Bulletin ceases
the daily publication of Honolulu Star-Bulletin.
(B) Bankruptcy. If either Advertiser or Star-Bulletin makes an assignment of
its assets for the benefit of its creditors, is adjudged a bankrupt
by a court of competent jurisdiction or has a receiver appointed
for its business and property by a court of competent jurisdiction,
then this Agreement may be terminated by the other such party
upon fifteen (15) days prior written notice.
(C) Default. If either Advertiser or Star-Bulletin defaults by failing to
make any payment hereunder when due or by otherwise failing to
fulfill in any material respect any of its obligations under this
Agreement and the party in default does not correct its default
within sixty (60) days after receipt from the other of written
notice specifying the default, then the non-defaulting party may,
at its election, terminate this Agreement upon ninety (90) days'
prior written notice.
(D) Action After Termination. As soon as practicable after the termination of this Agreement
by lapse of time or otherwise, the Partnership shall deliver and
restore to Star- Bulletin all editorial property of Star-Bulletin
then owned by Star-Bulletin which may then be in possession of
the Partnership, and the Partnership will distribute to Star-Bulletin:
(i) the Star-Bulletin Names; (ii) any and all lists of subscribers
to or advertisers in Honolulu Star-Bulletin, including copies
of any contracts with such subscribers or advertisers and the
unearned portion of any prepaid subscriptions and prepaid advertisers
attributable to Honolulu Star-Bulletin; (iii) $100; and (iv) that
portion of any distributions to which Star-Bulletin may be entitled
for the period up to the date of termination pursuant to Section
IV(J) (i) through (iv) hereof. All other assets of the Partnership
shall be distributed tot Advertiser. A partial accounting and
partial settlement under this Agreement shall be made as promptly
as practicable and a final accounting and final settlement shall
be made not later than the 15th day of May of the year following
the year in which this Agreement is terminated. In addition, and
for so long as Honolulu Star- Bulletin remains a continuing daily
newspaper after termination of this Agreement, Advertiser will,
at Star-Bulletin's expense, either provide Star-Bulletin with
copies of or reasonable access to back issues of Honolulu Star-Bulletin
that are maintained in Advertiser's morgue; provided, however,
that such back issues shall be used by Star-Bulletin for no purpose
other than assisting its editorial staff to continue publication
of Honolulu Star-Bulletin in the ordinary course of business.
VI. CERTAIN COVENANTS OF ADVERTISER
Within 45 days after the end of each fiscal quarter, Advertiser
will furnish to Star-Bulletin a balance sheet of Advertiser as
of the end of such quarter prepared in accordance with generally
accepted accounting principles. If such balance sheet shows that
the net worth of Advertiser is less than $100,000,000, then Advertiser
will promptly deliver to Star- Bulletin either (i) an absolute
and unconditional guarantee of the obligations of Advertiser under
Section I (E) (iii) of this Agreement issued by an entity whose
net worth shall, during the term of the guarantee, be not less
than $100,000,000, together with quarterly balance sheets (as
described above) for such entity, or (ii) other collateral reasonably
satisfactory to Star- Bulletin securing on a first priority basis
the remaining obligations of the Partnership through fiscal 2012
to make the distributions described in Section IV(J) (i) through
(iv) hereof, such collateral to have and continue to have a fair
market value not less than the present value (using an 8% discount
rate) of such remaining distributions.
Such guarantee or collateral shall remain in effect until such
time as the net worth of Advertiser exceeds $100,000,000. If and
for so long as Advertiser fails to provide and maintain any guarantee
or collateral that is required by this Section VI, then all distributions
of Partnership cash that would otherwise be made to Advertiser
(except distributions equal in amount to Editorial Expenses incurred
by Advertiser up to a maximum, for any fiscal year, equal to 120%
of the budgeted amount of Editorial Expenses for such year for
Star-Bulletin as determined in accordance with Exhibit A hereto)
shall be deposited in a separate Partnership bank account and
shall serve as collateral for the Partnership's obligations to
make distributions to Star-Bulletin pursuant to Section IV(J)
(i) through (iv) hereof. The obligations of Advertiser under this
Section VI shall be continuing obligations and shall be applicable
on each occasion when the net worth of Advertiser falls below
$100,000,000.
VII. MISCELLANEOUS PROVISIONS
(A) Certain Liabilities; Force Majeure. Except as otherwise provided in this Agreement, no party shall
be charged with or held responsible for any contract, debt, claim,
demand, damage, suit, action, obligation or liability arising
by reason of any act or omission on the part of any other party,
and no party shall be liable to any other for any failure or delay
in performance under this Agreement occasioned by war, riot, act
of God or the Public enemy, strike, labor dispute, shortage of
any supplies, failure of supplier or workmen, or any cause beyond
the control of the party required to perform, and such failure
or delay shall not be considered a default hereunder.
(B) Liabilities for Published or Excluded Material. The entire cost and expense of defending, settling or paying
and discharging any liability or other claim on account of anything
published in or excluded from The Honolulu Advertiser, or arising
by reason of anything done or omitted to be done by the editorial
department of Advertiser shall be borne by Advertiser as part
of its Editorial Expense; and any such cost and expense on account
of anything published in or excluded from Honolulu Star-Bulletin,
or arising by reason of anything done or omitted to be done by
the editorial department of Star-Bulletin shall be borne by the
Star-Bulletin as part of its Editorial Expense. Each such party
agrees to indemnify and hold the other such party and the Partnership
harmless against any cost, expense or liability which such other
party or the Partnership may suffer or incur as a result of any
such action or inaction for which the indemnifying party is responsible
as provided above.
(C) Contravention of Law. The parties hereto mutually agree that if any part or provision
of this Agreement shall hereafter become, or be determined by
action in any proper court to be, in contravention of law, this
Agreement shall not thereby be considered or adjudged to be a
nullity, but that all parties shall, and each hereby agrees, immediately
to take, or authorize such action to be taken, to reform this
Agreement, or to modify, alter or supplement any of its provisions,
as may be necessary to permit the intention and purpose of the
parties hereto to be properly and lawfully carried out.
(D) Further Assurances. From time to time on and after the effective date hereof, each
party hereto will execute all such instruments and take all such
actions as the other party shall reasonably request in connection
with carrying out and effectuating the intention and purpose hereof
and all transactions and things contemplated by this Agreement,
including, without limitation, the execution and delivery of any
and all confirmatory and other instruments and the taking of any
and all actions which may reasonably be necessary or desirable
to complete the transactions contemplated thereby.
(E) Sale of Newspaper. Neither this Agreement nor any interest in the Partnership may
be assigned by Star-Bulletin, nor may a controlling interest in
the capital stock of Star-Bulletin be directly or indirectly sold
or transferred, without the prior written consent of Advertiser,
which will not be unreasonably withheld. Advertiser may, without
the consent of Star-Bulletin, sell all or substantially all of
the assets of The Honolulu Advertiser (including its interest
in the Partnership) as a going concern and assign this Agreement
to the purchaser thereof, or all or substantially all of the capital
stock of Advertiser may, without the consent of Star-Bulletin,
be sold to a purchaser thereof, so long as (i) at the time of
such sale the Partnership is current in the distributions required
to be made to Star- Bulletin pursuant to Section IV(J) (i) through
(v) hereof, and (ii) the purchaser assumes (in the case of an
assets sale) or Advertiser remains subject to (in the case of
a stock sale) all of the obligations of Advertiser pursuant to
this Agreement, and (iii) at the time of the sale, and after giving
effect thereto, the purchaser or Advertiser, as the case may be,
is in compliance with the provisions of Section VI of this Agreement.
In the event Advertiser engages in an assets sale contemplated
by this Section VII(E), Advertiser shall, effective on the closing
thereof, be released and discharged from any further liability
under this Agreement or the Partnership Agreement.
(F) Entire Agreement. This Agreement amends and restates the Mutual Agreement in its
entirety. This Agreement, together with the Partnership Agreement,
embodies the entire agreement and understanding of the parties
and supersedes any and all prior agreements, arrangements and
understandings relative to the subject matter hereof.
(G) Notices. All notices, demands and other communications which may or are
to be given hereunder or with respect hereto shall be in writing,
shall be given either by personal delivery or by certified or
special express mail or recognized overnight delivery service,
return receipt requested, and shall be deemed to have been given
or made when personally delivered, when deposited in the mail,
first class postage prepaid, or when delivered to such delivery
service, charges prepaid, addressed as follows:
(i) If to Advertiser or the Partnership:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22209
Attention: Chief Financial Officer
or such other addresses as Advertiser or the Partnership may from
time to time designate.
(ii) If to Star-Bulletin:
Liberty Newspapers Limited Partnership
215 Mountain Drive
Suite 101-102
Destin, Florida 32541
Attention: Rupert Phillips .
and to:
Douglas H. Martin
111 Center Street
Suite 2500
Little Rock, Arkansas 72201
with a copy to:
Rose Law Firm
120 East Fourth Street
Little Rock, Arkansas 72201
Attention: Jackson Farrow, Jr.
or such other addresses as Star-Bulletin may from time to time
designate
(H) Captions. The captions of Articles and sections of this Agreement are for
convenience only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.
(I) Law Governing. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of Delaware, without
regard to its conflicts of laws principles.
(J) Waiver of Provisions. The terms and provisions of this Agreement may be waived only
by a written instrument executed by the party waiving compliance.
The failure of any party at any time or times to require performance
of any provision of this Agreement shall in no manner affect the
right at a later date to enforce the same. No waiver by any party
of any breach of any term or provision contained in this Agreement,
whether by conduct or otherwise, in any one or more instances
shall be deemed to be or construed as a further or continuing
waiver thereof or of any other terms or provision of this Agreement
.
(K) Counterparts. This Agreement may be executed in several counterparts, and all
counterparts so executed shall constitute one agreement, binding
on all of the parties hereto, notwithstanding that all the parties
are not signatory to the original or the same counterpart.
LIBERTY NEWSPAPERS LIMITED PARTNERSHIP
By: Phillips Media Services, Inc., General Partner
By: __________________________
Title: _______________________
Hawaii Newspaper Agency Limited Partnership, being the Partnership
referred to in the foregoing Agreement, hereby becomes a party
thereto and agrees to perform all of the obligations therein to
be performed by it and to be bound by all of the terms and provisions
thereof.
HAWAII NEWSPAPER AGENCY
LIMITED PARTNERSHIP
By: Honolulu Advertiser, Inc.,
General Partner
SCHEDULE #A
For fiscal 1993, the budgeted Editorial Expenses are $5,940,418,
which is the pro rata portion of $6,532,665 allocable to the period
from the Closing Date to the end of fiscal 1993. Such $5,940,418
was calculated from the following components:
Payroll $4,159,581
Benefits $703,317
Pension Expense $0
FAS 106 Accrual $35,000
Employee Relocations $20,000
Wire Services $ 300,734
Management and Supervisory $58,816
All Other $662,970
Total $5,940,418
The parties acknowledge that the foregoing budget for fiscal year
1993 is subject to revision by the Partnership in order to take
into account (i) any actual cash contributions for Pension Expense
that Star-Bulletin is required to make during fiscal 1993, (ii)
a more appropriate pro ration of $6,532,665 for the period from
the Closing Date to the end of fiscal 1993, it being understood
that such appropriate pro ration is likely to increase somewhat
the amount of such budget, and (iii) any other adjustments contemplated
by this Schedule A.
For fiscal 1994, the budgeted Editorial Expenses shall be an amount
determined by the Partnership after one or more meetings with
Star-Bulletin toward the end of fiscal 1993 during which the actual
1993 experience of Star-Bulletin with respect to Editorial Expenses,
and any necessary or desirable adjustments to the 1994 budget
for Editorial Expenses, are discussed and considered in good faith.
In addition:
(a) For each fiscal year after 1994, those portions of the Payroll
and Benefits components of the budget that are governed by a collective
bargaining agreement shall be adjusted to reflect the applicable
terms of that agreement, provided, however, that such adjustment
shall be limited to reflect changes in average hourly rates that
do not exceed corresponding changes in any similar collective
bargaining agreement to which Advertiser is a party.
(b) For each fiscal year after 1994, those portions of the Payroll
and Benefits components of the budget that are not governed by
a collective bargaining agreement shall be adjusted from the prior
year's budget to reflect the most recent annual change in Advertiser's
average hourly rates for non-union payroll and non-union benefits,
respectively.
(c) For each fiscal year, the Pension Expense component of the budget
shall be the actual cash contributions required to be made for
the applicable fiscal year, and shall not include, nor shall the
budget be charged with, any non-cash accrual or credit for pension
expense that may be required; in addition, the calculation of
the amount of actual cash contributions for any fiscal year shall
be made on the basis of actuarial assumptions that are reasonably
acceptable to the Partnership and that are designed to eliminate
any overfunding of the applicable pension plans over a period
of time reasonably acceptable to the Partnership, and Star-Bulletin
shall cause the assets of its pension plans to be invested in
a sound and prudent manner in investments that are reasonably
acceptable to Advertiser.
(d) For each fiscal year, the FAS 106 Accrual component of the budget
will be determined on a basis reasonably satisfactory to the Partnership
that is designed to phase in the required accrual for future post-retirement
benefits over the twenty year initial term of the Mutual Agreement;
provided that the FAS 106 Accrual component of the Editorial Expense
budget for any fiscal year shall not include the amount of cash
expended for such fiscal year in order to pay or fund the benefits
related thereto. Such cash payments shall be charged to the FAS
106 liability account.
(e) For each fiscal year, the Partnership will determine the Employee
Relocations component of the budget in good faith and after due
consideration of the anticipated needs and circumstances of Star-Bulletin.
(f) For each fiscal year, the Wire Services component of the budget
shall be the actual contractual cost for the applicable fiscal
year of wire services that are substantially the same as those
in effect on the date of this Agreement;
(g) For each fiscal year, the Management and Supervisory component
of the budget will be determined as provided in Section IV(H)
(iv) (in) .
(h) For each fiscal year after 1994, the All Other component of the
budget shall be adjusted from January 1, 1993 in accordance with
the U.S. all items Consumer Price Index for All Urban Consumers
(1982-84-100), or in accordance with a successor index thereto.
(i) For each fiscal year that is a 53 week year, appropriate adjustments
will be made to reflect the additional week in such year.
In addition, the Partnership shall from time to time make such
adjustments to any budget for Editorial Expenses to appropriately
reflect the cost impact of any permanent reduction in Star-Bulletin's
editorial work force, to reflect any increase in Star-Bulletin's
editorial work force that the Partnership deems necessary in light
of future developments in products or technologies, to appropriately
reflect the costs of job positions which have been unfilled for
a temporary but unusual and excessive period of time, and (subject
to the proviso in (a) above), to reflect the cost impact of any
collective bargaining agreement entered into during the course
of a fiscal year.
If, for any fiscal year, the Editorial Expense budget is greater
than the distributions required to be made by the Partnership
pursuant to Section IV(J) (ii), then such excess (up to a maximum
of 3% of such budget, in the case of the 1993 budget, and up to
a maximum of 2% of such budget, in all other cases) shall be added
to the subsequent year's budget.
If, for any fiscal year, actual Editorial Expenses are greater
than the Editorial Expense budget, then such excess (up to a maximum
of 3% of such budget, in the case of the 1993 budget, and up to
a maximum of 2% of such budget, in all other cases) may be charged
against the subsequent year's budget, but such subsequent year's
budget shall not be increased as a result.
SCHEDULE B
1993: $60,801,826
1994: $63,841,917
1995: $67,034,013
1996: $70,385,714
1997: $73,905,000
1998: $77,600,249A
1999: $81,480,262
2000: $85,554,275
2001: $89,831,989
2002: $94,323,588
2003: $99,039,768
2004: $103,991,756
2005: $109,191,344
2006: $114,650,911
2007: $120,383,456
2008: $126,402,629
2009: $132,722,761
2010: $139,358,899
2011: $146,326,844
2012: $153,643,186
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