PARTNERSHIP AGREEMENT

SOUTH CENTRAL C.A.T.V. ASSOCIATES
This Partnership Agreement is made and entered into as of this 5th
day of August, 1980, by and between SIX STAR NIELSON CABLEVISION, a
California partnership (hereinafter referred to as "Six Star Nielson"),
and UNIVERSAL CABLE - L.A . , a California limited partnership (herein­
after referred to as "Universal - L.A. ").
Statement of Facts
A. Six Star Nielson is a partnership consisting of Six Star
Cablevision Associates Limited, a New Jersey Limited Partnership
("Associates" ) , and N.LI. CAL., I NC., a California corporation
("NEI-CAL" ) .
B. Six Star Nielson has recognized and valuable expertise in
obtaining, financing, constructing, and maintaining cable television
systems.
C. Universal - .L.A. is a Limited Partnership consisting of
Universal Cablesystems, Ltd., General Partner, and such limited partners
as the General Partner may permit.
D. Universal - L.A. will contribute operating capital to the
partnership as provided for herein.
E. Six Star Nielson and Universal - L.A. now desire to form a
partnership for the purpose of submitting bids for, and to construct,
own, operate and manage, cable television franchises in the Boyle
Hei ghts, Wilmington, and South Central portions of the City of
Los Angeles, California, upon the terms and conditions herein set forth
belm".
NOW, THEREFORE, IT IS HEREBY AGREED THAT:
1. Definitions
1.1 Partnership. The term "Partnership" shall mean the
general partnership formed hereby.
1.2 Partner. The term "Partner" or "Partners" shall mean the
parties hereto and their respective permitted successors and assigns if
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the same have been duly substituted as partners pursuant to the
provisions 01 Paragraph 11 hereof.
1.3 Franchise. The term "Franchise" shall mean the right
to construct, own, operate, and manage a cable television system within
a portion of the City of Los Angeles as granted by the City.
1.4 Franchise Area. The term "Franchise Area" shall mean the
geographic territory for which the Franchise has been granted.
1.5 Cable Television Svstems. The term "Cable Television
<
Systems" shall mean the cable television systems contemplated by, and
constructed in accordance ~ i t h the requirements of, any Franchise.
1.6 Partnership Committee shall be defined as in Paragraph 10
belm" .
2. Formation. Business and Purpose of Partnership.
2.1 Formation. The parties hereby form the Partnership
pursuant to the provisions of the Uniform Partnership Act of the State
of California upon the terms and conditions herein set forth.
Concurrently, herewith, the Partners shall execute, cause to be
acknowledged, and recorded in the offices of the County Recorder of
Los Angeles County, a Statement of Partnership in the form and substance
mutually satisfactory to the Partners.
2.2 Business. The business of the Partnership shall be to
engage in the ownership, management, construction, and marketing of
services of cable television system franchisees) in the Boyle Heights,
Wilmington and South Central portions of Los Angeles, California.
2.3 Purposes. The purposes of the Partnership are:
(a) To acquire, own, construct, and manage cable tele­
vision systems;
(b ) To finance and refinance from time to time the cost
of acquiring, mvning, constructing, operating, and managing certain
cable television systems;
(c) To acquire fee, leasehold estates in real and
personal property, leases and the rights therein or appurtenant thereto,
necessary, appropriate, or incidental to the operation, ownership,
development, construction, and maintenance of cable television systems;
(d ) To borrow money and to evidence the same by notes or
other evidences of indebtedness and to secure the same by mortgage, deed
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of trust, pledge, or other lien or security interest in furtherance of
any or all the purposes of the Partnership;
(e) To enter, perform, and carry out contracts and
agreements necessary, appropriate, or incidental to the accomplishment
of the purposes of the Partnership;
(f) Subject to the provisions of this Agreement, to
sell, convey , or otherwise dispose of all or any part of the assets and
properties owned by the Partnership; 2nd
(g) To do any other acts and things which may be
necessary, appropriate, or incidental to the carrying out of the
business and purposes of the Partnership.
3. Name. The name of the Partnership shall be South Central
C.A.T.V. Associates.
4. Principal Place of Business. The principal place of business
of the Partnership shall be at 5455 Hilshire Boulevard, Suite 712,
Los Angeles, California 90036, or at such other place as the Partnership
Committee may from time to time determine.
5. Term of the Partnership. The term of the Partnership shall
commence on the date of this Partnership Agreement and shall continue
until December 31, 2040, unless the Partnership is sooner terminated and
dissolved pursuant to any provision hereof or by operation of law.
6. Allocation of Profits and Losses.
6.1 Definition. For purposes of this Agreement, the term
"Net Profits" or "Net Losses" shall mean the Partnership's Net Profits
and Net Losses as ascertained through the use of generally accepted
accounting principles consistently applied to an accrual basis taxpayer
all as calculated by the Partnership's independent certified public
accountants. In determining Net Profits and Net Losses, no delineation
shall be made between profits and losses arising from the ordinary
business operations of the Partnership and profits and losses arising
from extraordinary transactions not in the normal course of business.
6.2 Allocation of Net Profits and Losses and Investment Tax
Credi t. For each calendar year of the Partnership, Net Profits and
Losses and any investment tax credit of the Partnership shall be
allocated as follows:
(a) Universal - L.A. - SIXTY (60%) PERCENT
(b) Six Star Nielson - FORTY (40%) PERCENT
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7. Distribution of Net Cash Flow.
7.1 Definitions.
(a) Ne"t Cash Flo,,'. The term "Net Cash Flow" shall mean
the net profits or losses of the Partnership reported on the
Partnership's Federal Information Return (before any tax credits in each
year) adjusted as follows:
Ci) Increased by the sum. of the following:
CA) The amount of any deduction in that year
taken by the Partnership on its Federal Information Return for
depreciation or amortization of Partnership assets; and
(D) Any proceeds received by the Partnership
as the result of any loans extended to it or the refinancing or any
existing loans, whether secured or unsecured.
(ii) Reduced by the sum of the following to the
extent not deducted in that year by the Partnership on its Federal
Information Return:
(A) Such reserves for contingencies or
replacements as the Partners deem appropriate; and
(B) Any escrows or reserves for real estate,
excise and/or severance taxes or insurance premiums; and
(C) Any payment made to a person who is not a
Partner in reduction of the principal of any secured or unsecured loan
to the Partnership; and,
(D) Any amounts used or reserved for use for
the construction, management and/or operation of the Cable Television
Systems.
(b) Definition of Capital Account. The term "Capital
Account" shall mean the amount of the capital contributed to the
Partnership by each of the Partners pursuant to Paragraph 8 of this
Agreement and any additiona l capital contributions made by the Partners:
(i) Increased from time to time by such Partner's
share of income and gains for Federal Income Tax purposes; and,
(ii) Decreased from time to time by distributions to
such Partner from the Partnership and by such Partner's share of
deductions or losses for Federal Income Tax purposes.
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7.2 Allocation of Cash Flow. All Net Cash Flow shall be
allocated and distributed to at such times as the Partners
may determine, but not less frequently than quarter annually if the Net
Cash Flow is then positive. The distribution of Net Cash Flow shall be
made as follows:
(a)
(b)
Universa l - L.A.
Six Nielson
- SIXTY (60%) PERCENT
- FORTY (40%) PERCENT
8. Financing and Expenses.
exert
8.1 Cons truction Financing.
their best efforts to obtain any
The Partners sh
and all necessary
all
and
forthwith
appropriate
financing to permit the Partnership to construct, erect, and build any
cable televis ion systems for which franchises may be granted to the
Partnership, and for such additional uses as the Partnership Committee
may determine. Such financing sha l l be a liability of the Partnership
alone, and no portion thereof shall be treated as the several obligation
of anyone Partner or allocated or charged specifically to anyone
Partner. In order to obtain construction financing, the Partners agree
that they will do one of the following:
(a) The Partners will make capital contributions to the
Partnership in the ratio as set forth in Paragraph 6.2 hereof in an
aggregate amount sufficient to meet the requirements of bank financing
or institutional lenders; or
( b) Subject to such prior consent of the City of
Los Angeles as may be required, the Partners will contribute certain
partnership interests, to be determined by the Partnership at a later
date, to the Partnership or to such other entity as the Partnership may
designate, and such contributed interests will be offered for sale to
third persons for the purpose of raising capital for construction pur­
poses, it being the intent of the parties that those third persons living
in the areas served by franchises held by the Partnership shall be given
the first opportunity to purchase said interests; or
(c ) The Partnership will obtain other means of financing
to be agreed upon by the Partners.
8.2 Expense The Partnership shall promptly
reimburse each Partner for actual expenditures made or incurred by it
after this date which are reasonably necessary to the conduct of the
t s business, provided the· amount of such expenditures are
verified to the reasonable satisfaction of the other Partner; and pro­
vided further that each Partner shall bear its own costs for expendi­
tures in connection with obtaining a Franchise for the Boyle Heights,
Wilmington or South Central ar eas.
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9. Sale of Interests. In the event that interests in South
Central C.A.T.V. Associates, whether as partnership interests or stocks,
shall be offered to third persons through public or private offering:
A. For a period of two (2) years from the date of grant of a
Franchise, if either Partner wishes to buy such interests offered pursuant
to the provisions of this Paragraph on the open market, such Partner
must first obtain the written permission of the other Partner which
consent shall not be unreasonably refused.
B. Also, during said two-year period, in the event that
either Partner does purchase any interests of South Central C.A.T.V.
Associates offered pursuant to the provisions of this Paragraph
(Purchasing Partner), then the Purchasing Partner shall give notice to
the other Partner of the facts relating to such purchase, which shall
include the purchase price, the amount of interests so purchased, and
all other relevant terms of the sale; and the Partner receiving such
notice shall have a pre-emptive right, which right may be exercised
within sixty (60) days of the receipt of such notice, to purchase from
the Purchasing Partner up to one-half of all the interests purchased by
the Purchasing Partner upon the same terms and conditions as the
Purchasing Partner purchased said interests.
10. Management of the Partnership.
10.1 Committee. The affairs of the
Partnership shall be directed by a partnership committee (the "Partner­
ship Committee"). The Partnership Committee shall be composed of seven
(7) members, four (4) of whom shall be appointed by Universal - L.A.,
and three (3) of whom shall be appointed by Six Star Nielson. The number
of members and the ratio of appointments to the Partnership Committee
shall not be increased or decreased without the consent of each Partner.
10.2 Rights and Powers. The Partnership Committee shall
have all of the rights and powers necessary or appropriate to carry out
and implement any and all of the purposes of the Partnership and the
general supervision of the Partnership's business. Without limiting the
generality of the foregoing, the Partnership Committee shall have the
power to:
(a) Employ personnel and do such other acts and
incure such other expenses on behalf of the Partnership as it may deem
necessary, desirable, or advisable in connection with the conduct of
Partnership affairs;
(b) Engage or retain independent attorneys,
accountants, or such other persons as it may deem neces s ary or
desirable;
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(c) Receive, hold, safeguard, buy, sell, exchange,
tr'ade, and otherwise deal in and with securities and other property of
the Partnership;
Cd) Open, maintain, and close bank accounts and
draw checks and other orders for the payment of money;
(e) Borrow money and make, issue, accept, endorse,
and execute promissory not:es, drafts, bi lIs of exchange and other
instruments and evidences of indebtedness, and secure the payment
thereof by mortgage, pledge or ass ignment of, or the creation of a
security interest in, all or any part of the property then owned or to
be acquired by the Partnership; and
(f) Enter into, make and perform s uch contracts,
agreements and other undertakings, and to do such other acts, as it may
deem necessary, desirable or advisable, or as may be incidental to or
necessary, for the operation of the business of the Partnership,
including, without limiting the generality of the foregoing, contracts,
agreements, undertakings, and transactions with any partner or with any
other person, firm or corporation having any business, financial or
other relationship with the Partnership.
Such authority shall be exercised only for the
purposes and best interests of the Partnership and in compliance with
all of the terms and conditions of this Partnership Agreement.
Without the prior written consent of both Partners,
however, the Partnership Committee may not authorize any of the
follm"ing acts:
(a) The sale; lease, or hypothecation of all or
substantially all of the assets of the Partnership, for the benefit of
creditors or otherwise.
(b) The incurring of any Partnership obligation in
excess of $100 ,000.00 in anyone cas e , or an aggregate or $500,000.00.
(c) The entering into to making any contracts,
agreements, undertakings or transactions, direct ly or indirect ly with
any Partner, any General or Limited Partner of any Partner, or with any
other person, firm or corporation having any bus iness, financial or
other relationship with the Partnership, except that the compensation
and any other consideration paid and/or given by the Partnership, shall
be fair and reasonable (as \wuld be determined in a bona fide
arms-length transaction).
(d) The confession of any judgment against the
Partnership being a dollar value of more than $100,000.
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(e) The commission of any act which would make it
impossible for the Partnership to carryon its business.
(f) The admiss ion to the Partnership of another
person as a general or limited partner.
(g) The distribution of any Net Cash Flow except in
accordance ".ith the Partners' respective Percentage Interests or the
return of any capital contributions except in accordance with the
provisions of this Partnership Agreement.
(h) The intentional commission of any act which
"' ill materially violate or constitute a material breach of any of the
Franchises, which act is followed by the intentional failure to cure
such violation or breach within any applicable grace period.
10.3 Meetings and Records of Decisions of Partnership
Committee. Regular meetings of the Partnership Committee shall be held
at least quarterly, and special meetings may be called upon two business
days' prior written notice by any member of the Partnership Committee,
or action may be taken by unanimous written consent of all members of
the Partnership Committee without an actual meeting. In emergency
situations, action may be taken by less than all of the members of the
Partnership Committee on the basis of telephone authorizations, provided
any such action is later ratified in writing by all of the members of
the Partnership Committee or by action of the Partnership Committee
taken at a meet ing. The record of all decis ions taken by the
Partnership Committee shall be maintained in writing and available to
both Partners, their duly authorized representatives, and each member of
the Partnership Committee.
10.4 Quorum; Voting. A quorum at all meetings of the
Partnership Committee shall consist of five members thereof, present
throughout such meeting in person or by proxy. Each member of the
Partnership Committee shall have one vote as to each matter submitted to
a vote, which may be exercised in person or by proxy. A proxy shall be
appointed by a written instrument signed by the member. A majority
vote, a quorum being present, shall be the act of the meeting.
11. Limitation of Assignability or Transferability of Interest.
11.1 Restrictions on Transfer. A Partner may not sell,
ass ign, trans fer or otherwise dispose of, or pledge, hypothecate or
otherwise encumber, his interest in the Partnership or any part thereof
except as permitted in this Article and any act in violation of this
Article shall be null and void as against the Partnership, except as
otherwise provided by law.
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11.2 Trans fer of Partnership Interest. No Partner may
transfer or assign any or all of its interest in the Partnership,
without obtaining the prior written consent of the other Partner, except
that a Partner may transfer all or any part of its interest in the
Partnership to, any corporation or firm directly or indirectly control­
ling, controlled by or under common control with the Partner without
such prior v.;ritten consent; provided, however, that such transferee
becomes a Partner and agrees, in writing, to comply with all of the
obligations of the Partners under this Agreement ; and provided that any
prior consent ne cess a ry h-om the City of Los Angeles shall also be
obtained.
11.3 of Partnership Interest. Without obtaining
the prior written cons e nt of the other Partner, each Partner may pledge
or hypothecate its interest in the Net Cash Flow; provided, however,
that under no circumstances will the secured party under any such pledge
or hypothecation a g reement acquire any rights in or to any other incidents
of said Partner's interest as a partner of the Partnership or otherwise
and provided, further, that the provis ions of Paragraph 12 hereof
regarding optional purchases shall apply to the interest so pledged or
hypothecated in the event such encumbrancer forecloses or attempts to
foreclose thereon .
11.4 Transfers to Non Affiliates. \Vithout obtaining the
prior written consent of the other Partner, each Partner may voluntarily
transfer or sell, all (but not than all) of its interest in the
Partnership to any other person, firm entity provided the transferring
Partner has complied with the provisions of Paragraph 11.6 below,
relating to the rights of first refusal. In such event, the transferee
of the entire interest of the transferring Partner shall be entitled to
become a substituted partner in the place and stead and in the same
capacity of the transferring partner.
11.5 All Other Transfers. Except as expressly set forth in
Paragraphs 11.2, 11.3, and 11.4, no Partner may transfer all or any part
of its interest in the Partnership even though such proposed transfer or
hypothecation would involve merely a transfer of rights to income or
cash distributions and not the substitution of the transferee as a
Partner and release of the transferring Partner's prior obliga tion to
the Partnership.
11.6 Right of First Refusal. If any Partner receives an
offer, whether or not solicited by it, from a person not then a Partner
to purchas e all (but not less than all) of its interest in the
Partnership for cash or on terms (but not in exchange for property other
than cash), and if the Partner receiving the offer is willing to accept
it, such Partner shall give written notice of the amount and terms of
the offer, the identity of the proposed transferee, and its willingness
to accept the offer to the other Partner. The other Partner shall then
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have the option, which may be exercised within sixty (60) days after the
giving of notice as provided in Paragraph 16, to purchase the interest
of the Partner giving n o t i c ~ on the same terms as those contained in the
offer. If the other Partner fails to exercise the option, the Partner
receiving the offer shall have the right to accept the same and sell to
the proposed transferee, provided such sale is on the same terms as are
contained in the notice and provided, further, that the sale is
consummated wi thin 180 days thereafter. Any such trans fer shall be
subject to all of the terms and provisions contained in Paragraph 11.7
below as to the substitution of the transferee as a general partner and
release of the transferring Partner's prior obligations to the
Partnership. In the event Universal - L.A. is the proposed transferring
Partner,
Paragraph
it shall be
11.8 below.
subject to the provisions contained in
the contrary
Partner's
11.7 Substitution of Partners.
stated above, no transferee
interest shall be substituted as
Notwithstanding anything
of all or any part of
a general partner unless
to
a
and
until said transferee executes and delivers to the Partnership a written
acceptance and adoption of all of the terms and conditions of this
Partnership Agreement and pays to the Partnership a transfer fee which
is sufficient, in the reasonable discretion of the Partnership
Committee, to cover all reasonable expenses in connection with such
assignment and substitution. Unless and until admitted as a substituted
general partner pursuant to this Paragraph 11.7, an assignee or all or
any part of a Partner's interest in the Partnership shall only have the
right to receive the share of the Net Profits, Net Losses, tax credits,
and Net Cash Flow to which its assignor would have otherwise been
entitled in respect of the Partnership interest assigned. In the
absence of written notice of the assignment, any payment to an assigning
Partner shall acquit the Partnership of liability, to the extent of such
payment. No assignment of a Partnership interest by a Partner shall
relieve the assignor of its obligations hereunder arising prior to such
assignment, unless a specific release of any such obligation is executed
by the Partnership.
11.8 Right of Inclusion. In the event Universal L.A.
proposes to transfer its partnership interest under Paragraph 11.6
above, and provided that Six Star Nielson has failed to exercise its
option to purchase under said Paragraph, then, Universal - L.A. shall,
prior to making the proposed transfer, offer in writing to include the
Partnership interest of Six Star Nielson in the proposed sale upon the
same terms and conditions as contained in the initial offer, adjusted
however on a pro rata basis. Six Star Nielson shall have 30 days to
accept said offer of inclusion. In the event it shall fail to do so,
Universal L.A. shall not sell or transfer S.S.N. '5 partnership
interest.
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11.9 No Dissolution of Partnership. Notwithstanding anything
to the contrary stated in this Partnership Agreement, the withdrawal of
any Partner from the Partnership, whether voluntary or involuntary, of
the purchase and sale of any Partner's interest in the Partnership,
or involuntary. and the ensuing withdrawal from the
Partnership of such selling Partner pur suant thereto, shall not cause
the dissolution of the provided that (a) after such
withdrawal or purchase and sale, at least two Partners remain in the
Partnership and (b) all of the remaining Partners, including any
successor of such selling Partner pursuant thereto, shall not cause the
dissolution of the Partnership, provided that after such withdrawal or
purchase and sale, at least two Partners remain in the Partnership and
all of the remaining Partners. including any successor Partner; elect in
writing to continue the Partnership business.
11.10 Buy / Sell. After one year from the grant of a franchise
to the either party who is referred to herein as Moving
("NP") may give ,,' ritten notice to the other Receiving Party ("Rp")
of MP's intent to either sell all of its interest in the Partnership to
RP or purchase all of RP's interest in the Partnership. Such notice
shall be in writing and shall state the price and the terms upon which
the proposed sale is to be made. The RP shall then have the option of
selling its interest at the offered price and upon the offered terms or
purchasing all of the MP's interests at the offered price and upon the
offered terms (the price may vary depending upon relative ownership in
said Partnership, and in the case cf unequal ownership, the Price must
be be prorated for proportionate ownership, e.g.: in a case where MP
owns 40% of the Partnership and RP owns 60% of the Partnership, and MP
offers to purchase all of RP's interest for a price of $60,000, then RP
has the option sell its interest at $60,000 or purchase MP's interests
at $40,000.) The RP's option may be exercised at any time within 60 days
of MP's notice by complying with the terms of said offer. In the event
that the RP does not elect to buy or sell within such period, the option
to buy or sell shall be deemed to have lapsed and the Partnership shall
continue. If this option is exercised, each party agrees to execute,
acknowledge and deliver any and all documents which may be reasonably
necessary in connection with such purchase and sale as soon as possible,
but in no event later than 30 days after the actual election of the RP,
unless by the parties.
11.11 anything contained in this Para­
graph 11, Universal - L.A. understands that NEI-CAL has an option to
purchase Assignor's right, title, and interest in Six Star Nielson, and
it is agreed that the exercise of that option will in no way trigger the
operation of any provision herein.
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12. Termination and Dissolution of the Partnership.
12.1 Events of Termination and Dissolution. The Partnership
shall continue to exist unless and until terminated by the happening of
any of the following events:
(a) The continued conduct of the business of the
Partnership becoming illegal;
(b) The \vritten agreement of both Partners to terminate
and dissolve the Partnership;
(c) The insolvency, bankruptcy, or dissolution of a
Partner, except under the circumstances specified in Paragraph 11.9
above;
(d) The end of the term of the Partnership as provided
in Paragraph 5 of this Agreement;
(e) The
Partnership's assets;
sale of all or substantially all of the
(f) As otherwise provided by law.
12.2 Waiver. Each Partner express ly waives its rights to
terminate the Partnership cr to obtain termination in any other manner,
or to obtain a partition of the Partnership's assets.
12.3 Dissolution Proceedings. Except as specifically
provided in Paragraph 12.7, upon the termination of the Partnership, the
Partnership shall be dissolved and the Partners shall take full account
of the remaining Partnership assets ("the "Remaining Assets") and
liabilities. The receivables of the Partnership shall be collected and
the Remaining Assets liquidated as promptly as is consistent with
obtaining the fair value thereof; provided, however, that the Partners
may, in their sole and absolute discretion, distribute all or any
portion of the Remaining Assets of the Partnership in kind on a pro rata
basis. Upon termination and dissolution, the Partnership shall engage
in no further business other than that necessary to collect its
receivables and liquidate the Remaining Assets.
12.4 Proceeds of Dissolution. To the extent sufficient
therefor, the proceeds from the liquidation of the Remaining Assets and
collection of the Partnership receivables shall be applied and
distributed in the following order:
(a) To the expenses of liquidation and the debts of the
Partnership, in the order of priority as provided by law, and the claims
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of secured creditors ",hose obligations Ivill be assumed or otherwise
transferred on liquidation;
(b) To the creation of any reserves which the Partners
may deem reasonably necessary;
(c) To pay those Partners with positive capital accounts
immediately prior to dissolution and after all allocations pursuant to
Paragraph 7, an amount equa l to such positive capital accounts. If the
net proceeds of dissolution are insufficient to satisfy such positive
capital accounts, the shortfall shall be borne and paid to the Partners
in proportion to their existing capital accounts; and
(d) The balance of such proceeds shall be apportioned
and distributed to the Partners in accordance v:ith their respective
Percentages in the profits and losses of the Partnership as provided in
Paragraph 7 of this Agreement.
12.5 Limitation of Liability. Each Partner shall look solely
to the Remaining Assets of the Partnership for the return of its
investment, and if such assets remaining after the payment or discharge
of all debts and liabilities of the Partnership are insufficient to
return the investment of each Partner, no Partner shall have any
recourse against the other Partner.
12.6 Further Instruments. The Partners shall execute all
such instruments for facilitating the collection of the Partnership
receivables and the liquidation of the Remaining Assets and for the
mutual indemnity and release of the Partners as may be requisite or
proper.
13. Affirmative Covenants.
13.1 Management Agreement. The Partnership shall forthwith
enter into a Management Agreement with SSNC.
14. Notices. Any written notice to either of the parties required
or permitted under this Partnership Agreement shall be deemed to have
been duly given on the date of service if served personally on the party
to whom the notice is to be given, or on the 5th day after mailing, if
mailed to the party to whom notice is to be given, by first-class mail,
certified, postage prepaid, and addressed to the party at the address
stated below, or at the most recent address specified by notice as
provided for in this section.
If to Universal - L.A. : Universal Cablesystems Ltd.
5455 Wilshire Boulevard, Suite 712
Los Angeles, California 90036
Attn: President
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If to Six Star Nielson: Six Star Nielson Cablevision
5843 A. Uplander Ivay
Culver City, CA 90230
Attn: President
15. Further Assurances. Each of the Partners agree that it will
cooperate with the other in good faith to accomplish the objectives of
this Agreement and that, to that end, it will execute and deliver from
time to time such other and further instruments and documents, in
recordab1e form if necessary, that the other Partner may reasonab1y
request to carry out the terms of this Partnership Agreement more
effectively.
16. Attorneys' Fees and Litigation Costs. In the event of any
litigation between the Partners hereto in connection with this
Agreement , the unsuccessful Partner to such litigation shall pay to the
successful Partner all costs and expenses of such litigation, including
reasonable attorneys I fees and court costs actually incurred by the
successful Partner which shall be included as a part of the judgment
rendered in such action.
17 . Miscellaneous.
17.1 This Agreement and the exhibits hereto constitute the
entire agreement and understanding among the Partners hereto and
sllpercede all prior agreements with respect to the subject matter
hereof.
17.2 This Agreement may not be modified, amended, waived, or
otherwise changed except by a writing executed by the party against whom
such modification, amendment, or waiver is sought to be enforced.
17.3 In the event that any provision or any portion of any
provision contained in this Agreement is unenforceable, the remaining
provisions and, in the event that a portion of any provision is
unenforceable, the remaining portion of such provisions, shall
nevertheless be carried into effect.
17.4 Unless the context otherwise requires, the singular
number includes the plural and the plural number includes the singular,
the masculine gender includes the feminine and/ or neuter and the neuter
includes the masculine and the feminine.
17.5 This Agreement may be executed in counterparts, each of
which shall be deemed an original and shall constitute one and the same
instrument.
17.6 The headings of the several paragraphs in this Agreement
are inserted solely for convenience and are not a part of and are not
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----
intended to govern, limit, or aid in the construction of any term or
provision hereof.
17.7 The provisions of this Agreement shall be binding upon
and shall inure to the benefit of the Partners hereto and their
respective heirs, executors, administrators, legal representatives,
successors, and assigns, subject, however, to the provisions regarding
assignment hereinabove set forth.
17.8 All sums and dollar amounts referred to in this
Agreement shall be dollars of the United States.
17.9 This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the 5
nt
day of A u ~ () ST , 1980.
Universal - L.A. Limited,
a California Limit ed Partnership
ATTEST: By: Universal Cablesystems Ltd.
a California corporation,
General Partner
,J Secretary
Six Star Nielson Cablevision,
a California Partnership
ATTEST: By: N.LL-Cal., Inc.,
a California corporation,
General Partner
By: fo' .,
, Secretary Its President
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