WHEREAS, the parties have agreed that certain modifications to the original
agreement are appropriate to assure the continued viability of the joint newspaper
operating arrangement;
WHEREAS, Times will continue to own and/or operate all of the production
facilities and equipment used for the publication and distribution of the
Newspapers;
Whereas, it is the firm belief of the parties that the continued
publication of at least two
newspapers of general circulation, editorially and
reportorially separate and independent under a
joint newspaper operating
arrangement, is of paramount importance to the citizens of Seattle and its environs;
the parties further believe that the publication of the P-I can be carried on
profitably, and its continued editorial existence and independence thereby assured,
if its production, distribution and advertising functions and related non-news and
non-editorial activities are conducted and performed by Times through a single
staff of Times employees utilizing Times'plants and equipment, under a joint
newspaper operating arrangement (hereinafter referred to as "Agency" or
"Agreement"), under which Times will act on its own behalf with respect to the
Seattle Times, and on behalf of Hearst with respect to the P-1;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
TERM
Fffective Date. This amended and restated Agreement shall become effective as of
February 1, 1999. Upon execution hereof, each party shall furnish to the other a
written opinion of its counsel that all necessary corporate or partnership action has
been taken to authorize this Agreement and that this Agreement shall constitute the
valid and binding obligation of the
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