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Partnership Purchase Agreement

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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: March 31, 2008
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Exhibit 10.2

Execution Version


PARTNERSHIP PURCHASE AGREEMENT

BY AND AMONG

SP NEWSPRINT HOLDINGS LLC,

SP NEWSPRINT MERGER LLC,

SP NEWSPRINT CO., AND

THE OTHER PARTIES SIGNATORY HERETO

Dated as of March 31, 2008


TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS 1

Section 1.1 Definitions 1

Section 1.2 Other Definitions 12

Section 1.3 Construction 13 ARTICLE II PURCHASE AND SALE 14

Section 2.1 The Purchase and Sale 14

Section 2.2 Purchase Price 14

Section 2.3 Closing 15

Section 2.4 Deliveries by the Sellers 15

Section 2.5 Deliveries by Buyer 16

Section 2.6 Adjustment to Purchase Price 17

Section 2.7 Reserve Account; Payment Agreement. 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 21

Section 3.1 Organization 21

Section 3.2 Authorization 21

Section 3.3 Capitalization 22

Section 3.4 Subsidiaries 22

Section 3.5 Consents and Approvals; No Violations 22

Section 3.6 Financial Statements 22

Section 3.7 No Undisclosed Liabilities 23

Section 3.8 Absence of Certain Changes 23

Section 3.9 Real Property 24

Section 3.10 Intellectual Property 25

Section 3.11 Litigation 26

Section 3.12 Compliance with Applicable Law 26

Section 3.13 Company Contracts 26

Section 3.14 Tax Returns; Taxes 28

Section 3.15 Environmental Matters 29

Section 3.16 Licenses and Permits 30

Section 3.17 Suppliers 30

Section 3.18 Insurance 31

Section 3.19 Company Benefit Plans 31

Section 3.20 Labor Relationships 33

Section 3.21 Certain Fees 34

Section 3.22 Condition and Sufficiency of Assets 34

Section 3.23 NO OTHER REPRESENTATIONS OR WARRANTIES 35 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH SELLER 35

Section 4.1 Authorization 35

Section 4.2 Partnership Interest Ownership 35

Section 4.3 Consents and Approvals 35

Section 4.4 Certain Fees 36

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 36

Section 5.1 Organization 36

Section 5.2 Authorization 36

Section 5.3 Consents and Approvals; No Violations 36

Section 5.4 Litigation 37

Section 5.5 Financial Capability 37

Section 5.6 Purchase for Investment; Accredited Investor 37

Section 5.7 Independent Review 37

Section 5.8 Certain Fees 38

ARTICLE VI COVENANTS 38

Section 6.1 Conduct of the Business 38

Section 6.2 Access to Information 40

Section 6.3 Consents 41

Section 6.4 Commercially Reasonable Efforts 42

Section 6.5 Public Announcements 42

Section 6.6 Financing 42

Section 6.7 Supplemental Disclosure 43

Section 6.8 Tax Matters 44

Section 6.9 Tax Indemnity by the Sellers 46

Section 6.10 Preservation of Records 48

Section 6.11 Buyer' s Efforts 48

Section 6.12 Employees 49

Section 6.13 Distributions 51

Section 6.14 Further Assurances 51

Section 6.15 Confidentiality 51

Section 6.16 Altamaha Matter 51

Section 6.17 Partnership Consents and Waivers 52

Section 6.18 Non-Solicitation 52

Section 6.19 Brant Guarantee 53

Section 6.20 Industrial Revenue Bond Payoff Procedure 53

Section 6.21 Time of Performance of Covenants 53

ARTICLE VII CONDITIONS TO OBLIGATIONS OF THE PARTIES 54

Section 7.1 Conditions to Each Party' s Obligations 54

Section 7.2 Conditions to Obligations of the Sellers and the Company 54

Section 7.3 Conditions to Obligations of Buyer 54

ARTICLE VIII TERMINATION 55

Section 8.1 Termination 55

Section 8.2 Procedure and Effect of Termination 56

Section 8.3 Termination Fee 57

ARTICLE IX INDEMNIFICATION 58

Section 9.1 Indemnification Obligations of the Sellers 58


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Section 9.2 Indemnification Obligations of Buyer 59

Section 9.3 Indemnification Procedure 59

Section 9.4 Claims Period 60

Section 9.5 Liability Limits 61

Section 9.6 Exclusive Remedies 63

Section 9.7 Tax Matters 63

Section 9.8 Newberg Facility Indemnity Limits. 63

ARTICLE X MISCELLANEOUS 66

Section 10.1 Fees and Expenses 66

Section 10.2 Notices 66

Section 10.3 Severability 68

Section 10.4 Binding Effect; Assignment 69

Section 10.5 No Third Party Beneficiaries 69

Section 10.6 Section Headings 69

Section 10.7 Entire Agreement 69

Section 10.8 Governing Law; Venue 69

Section 10.9 Specific Performance 70

Section 10.10 Counterparts 70

Section 10.11 Amendment; Modification 70

Section 10.12 Conflicts and Privilege 70

Section 10.13 Schedules 70

Exhibits


Exhibit 1.1(a) Brant Guarantee

Exhibit 1.1(b) White Birch Paper Company Guarantee

Exhibit 1.1(c) Parent Guarantee - Media General, Inc.

Exhibit 1.1(d) Parent Guarantee - McClatchy Company

Exhibit 1.1(e) Parent Guarantee - Cox Newspapers, Inc.

Exhibit 1.1(f) Pro Rata Percentage

Exhibit 2.7(i)(A) Payment Agreement

Exhibit 2.7(ii)(B) Letter of Credit

Exhibit 5.5 Financing Documents

Exhibit 6.6(a) Required Information

Exhibit 6.12(a) Buyer Employee Benefit Plans


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PARTNERSHIP PURCHASE AGREEMENT This PARTNERSHIP PURCHASE AGREEMENT, dated March 31, 2008 (this " Agreement" ), is made and entered into by and among SP NEWSPRINT HOLDINGS LLC, a Delaware limited liability company, and SP NEWSPRINT MERGER LLC, a Delaware limited liability company (together, " Buyer" ), SP NEWSPRINT CO., a Georgia general partnership (the " Company" ), VIRGINIA PAPER MANUFACTURING CORP., a Georgia corporation (" Virginia Paper" ), MCCLATCHY NEWSPRINT, INC., a Florida corporation (" McClatchy Newsprint" ), and CEI NEWSPRINT, INC., a Georgia corporation (" CEI Newsprint" ). Virginia Paper, McClatchy Newsprint and CEI Newsprint are sometimes individually herein referred to as a " Seller" , and are collectively referred to herein as the " Sellers" . Buyer, the Company, and each of the Sellers are sometimes individually referred to in this Agreement as a " Party" and collectively as the " Parties" .

WHEREAS, the Sellers constitute all of the partners of the Company, and collectively own all of the outstanding Partnership Interests (as defined herein); WHEREAS, the Company and its Subsidiaries are in the business of operating newsprint mills used in the production of newsprint, procuring fiber used in such operations and operating recycling facilities (the " Business" ); and

WHEREAS, the Parties desire to enter into this Agreement pursuant to which the Sellers will sell and assign to Buyer, and Buyer will purchase from the Sellers, all of the Partnership Interests on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound hereby, each Party hereby agrees:

ARTICLE I DEFINITIONS

Section 1.1 Definitions . The following terms, as used in this Agreement, have the following meanings:

" Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by, or under common control with, such specified Person. " Altamaha" means Altamaha Electric Membership Corporation. " Altamaha Agreement" means the Agreement dated as of October 15, 1977 by and between Altamaha and the Company (formerly known as Southeast Paper Manufacturing Co.).

" Altamaha Group" means Altamaha and its officers, directors, employees, Affiliates, shareholders, agents and representatives.

" Brant Guarantee" means the guarantee made by Peter M. Brant of the obligations of Buyer in Section 8.3, in the form attached hereto as Exhibit 1.1(a) .

" Business Day" means any day except Saturday, Sunday or any days on which banks are generally not open for business in Atlanta, Georgia.

" Buyer Fundamental Obligations" means the indemnification obligations of the Buyer described in Sections 9.2(b) and 9.2(c), provided that the Buyer Fundamental Obligations shall not include indemnification obligations of Buyer arising under Section 9.2(b) with respect to a breach by Buyer of a covenant of Buyer to be performed prior to the Closing. " Buyer Fundamental Representations" means the representations or warranties of Buyer made in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.6 (Purchase for Investment; Accredited Investor) and Section 5.8 (Certain Fees).

" Buyer Indemnified Parties" means Buyer, and its Affiliates, and their respective officers, directors, employees, agents, trustees and representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

" Cash" means cash and cash equivalents. " Change in Control Agreements" means the (a) Change in Control Agreement between the Company and Joseph R. Gorman, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007, (b) the Change in Control Agreement between the Company and Mark Klimko, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007, (c) the Change in Control Agreement between the Company and Mark J. Rawlings, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007, (d) the Change in Control Agreement between the Company and Thomas M. Hahn, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007, (e) the Change in Control Agreement between the Company and Peter I. Labella, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007, (f) the Change in Control Agreement between the Company and Randy B. Jones, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007 and (g) Change in Control Agreement between the Company and John R. Wells, dated July 25, 2007, as amended by Amendment Number One dated October 17, 2007.

" Claims Period" means the period during which a claim for indemnification may be asserted hereunder by an Indemnified Party. " Code" means the United States Internal Revenue Code of 1986, as amended from time to time. " Company Benefit Plan" means each Employee Benefit Plan to which the Company or any Subsidiary makes, or has any obligation to make, any contributions or with respect to which the Company or any Subsidiary has any other material liabilities.


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" Company Collective Bargaining Agreement" means the Labor Agreement, dated April 1, 2002, by and between the Company and the Association of Western Pulp and Paper Workers.

" Company Industrial Revenue Bonds" means (a) the State of Oregon Economic Development Department Revenue Bonds Series 196, Series 197, Series 202 and Series 203 and (b) the Development Authority for Laurens County Tax Exempt Adjustable Mode Solid Waste Disposal Revenue Bonds, Series 1993 and Series 1997, Southeast Paper Manufacturing Co. Project.

" Company Intellectual Property" means any Intellectual Property that is owned by the Company or any Subsidiary, including the Company Software. " Company Registered Intellectual Property" means all of the Registered Intellectual Property owned by the Company or any Subsidiary.

" Company Software" means all Software owned by the Company or any Subsidiary. " Confidentiality Agreement" means that certain confidentiality agreement, dated April 6, 2007, by and between the Company and White Birch Paper Company.

" Continued Employee" means each individual who is employed by the Company or any of its Subsidiaries at the close of business on the Closing Date (including those who are actively employed or on leave, disability or other absence from employment) and each individual who has a right to be re-employed by the Company or any Subsidiary under applicable Law or any Company or Subsidiary policy, in each case, whose terms of employment are not subject to a collective bargaining agreement. " Contracts" means all agreements, contracts, leases, subleases, purchase orders, arrangements and legally enforceable commitments to which the Company or any Subsidiary is a party and is currently subject to or is currently bound.

" Credit Agreement" means the Second Amended and Restated Credit Agreement, between the Company, TD Securities (USA) LLC (f/k/a TD Securities (USA) Inc.), SunTrust Bank, U.S. Bank National Association and TD Texas, dated January 9, 2004, as amended by that certain First Amendment, dated April 19, 2005, as subsequently amended by that certain Second Amendment, dated December 13, 2005, as subsequently amended by that certain Third Amendment, dated October 11, 2007, as subsequently amended by that certain Fourth Amendment dated January 7, 2008.

" Credit Facilities" means the credit facilities contemplated by the Debt Financing Commitment.

" Current Assets" means the consolidated current assets of the Company and its Subsidiaries as of the Closing Date as further determined in accordance with the guidelines set forth on Schedule 1.1(a) and GAAP applied on a basis consistent with past practices, but excluding Cash; provided , however , that to the extent Schedule 1.1(a) is


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inconsistent with GAAP or past practices, GAAP shall control with respect to valuation of current assets and Schedule 1.1(a) shall govern which items are included as current assets.

" Current Liabilities" means the consolidated current liabilities of the Company and its Subsidiaries as of the Closing Date as further determined in accordance with the guidelines set forth on Schedule 1.1(a) and GAAP applied on a basis consistent with past practices, but excluding (a)(i) all intercompany indebtedness and (ii) the current portion of any Net Indebtedness subtracted from the Purchase Price pursuant to Section 2.2(b), (b) all of the Sellers' Transactional Expenses and (c) any other amounts subtracted from the Purchase Price pursuant to Section 2.2(c) or any amounts otherwise required by this Agreement to be paid for by the Sellers; provided , however , that to the extent Schedule 1.1(a) is inconsistent with GAAP or past practices, GAAP shall control with respect to valuation of current liabilities and Schedule 1.1(a) shall govern which items are included as current liabilities. " Debt Financing Commitment" means the financing commitment as in effect on the date hereof relating to the debt financing to be obtained by Buyer or any Affiliate of Buyer from GECC in connection with the transactions contemplated by this Agreement, a copy of which is attached hereto as Exhibit 5.5 . " Definitive Debt Financing Documents" means the definitive financing documents to be entered into by Buyer pursuant to the Debt Financing Commitment.

" Employee Benefit Plan" means, with respect to any Person, each plan or agreement to which such Person makes, or has an obligation to make, contributions or to which such Person has any liability providing for employee benefits or for the remuneration of the employees, former employees, directors, managers, officers, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them (whether written or oral), including (a) each " welfare" plan (within the meaning of Section 3(1) of ERISA, determined without regard to whether such plan is subject to ERISA), (b) each " pension" plan (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA), and (c) each equity-based compensation, vacation, severance, employment, change in control, retention, fringe benefit, bonus, incentive, and deferred compensation plan, agreement, program, policy, practice or arrangement. " Environment" means surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, ambient air and indoor air and natural resources such as wetlands flora and fauna.

" Environmental Claim" means any administrative, regulatory or judicial action, suit, demand, demand letter, written claim, written notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, order, decree, judgment, or consent agreement relating in any way to any Environmental Law, any Environmental Permit, or Hazardous Material, or arising from alleged injury, or threat to health, or the Environment, including (a) by any Governmental Authority for enforcement, compliance,


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cleanup, removal, response, remedial or other actions or damages and (b) by any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

" Environmental Laws" means all U.S. federal, state and local Laws relating to pollution or to protection of human health, or the Environment, and/or use, handling, distribution, generation, transportation, storage, treatment, Release, recycling, disposal of or exposure to Hazardous Materials.

" Environmental Permits" means all licenses, approvals, authorizations, and identification numbers required under Environmental Laws.

" ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate" means any Person (whether incorporated or unincorporated) that together with the Company would be deemed a " single employer" within the meaning of Section 414 of the Code.

" ERISA Affiliate Plan" means each Employee Benefit Plan to which an ERISA Affiliate makes, or has any obligation to make, any contributions or with respect to which an ERISA Affiliate has any other liabilities.

" Fixed Charge Coverage Ratio" shall have the meaning set forth in the Definitive Debt Financing Documents.

" GAAP" means generally accepted accounting principles in the United States as in effect on any applicable date.

" GECC" means General Electric Capital Corporation. " Governmental Entity" means any federal, state, local or applicable non-U.S. government, any political subdivision thereof or any court, administrative or regulatory agency, department, instrumentality, body or commission or other governmental authority or agency.

" Harmful Code" means any computer viruses, worms, time bombs, logic bombs, Trojan horses, trap doors, backdoors, undocumented passwords, protect codes or other malicious computer instructions, devices or techniques that can, or are designed to, threaten, assault, vandalize, subvert, disrupt, damage, slow down, disable or shutdown a computer system or any component of a computer system, including its security or user data. " Hazardous Materials" means any material, waste, pollutant, contaminant, chemical, compound, mixture, constituent, substance, by-product, or process-intermediate product in any form, including petroleum or petroleum-derived substance or waste, asbestos and asbestos containing material, and polychlorinated biphenyls, regulated by or which can give rise to liability under any Environmental Law.


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" HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Indebtedness" means (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured), including the current portion of such indebtedness, (b) all obligations evidenced by notes, bonds or debentures and (c) all amounts paid by the Company or its Subsidiaries in connection with the termination as of the Closing Date of any interest rate hedging or swap agreements.

" Indemnified Party" means a Buyer Indemnified Party or Seller Indemnified Party. " Intellectual Property" means any or all of the following and all rights, arising out of or in connection therewith: (a) all patents and applications therefor in any jurisdiction and all reissues, divisions, renewals, re-examinations, extensions, provisionals, continuations and continuations-in-part thereof, (b) all inventions (whether patentable or not), invention disclosures, improvements, Software, trade secrets, proprietary information, know-how, technology, designs, processes, methods, technical data and customer lists, and all documentation relating to any of the foregoing, (c) all works of authorship (whether copyrightable or not), all copyrights, copyright registrations and applications therefor, any renewals or extensions thereof, and all other rights corresponding thereto, (d) all industrial designs (whether patentable or not) and any registrations and applications therefor, (e) all Internet uniform resource locators, domain names, trade names, logos, slogans, designs, trade dress, trademarks and service marks and any registrations and applications for any of the foregoing in any jurisdiction, and (f) the right to sue for past infringement or misappropriation of Intellectual Property.

" IRS" means the U.S. Internal Revenue Service.

" Knowledge" with respect to the Company means all facts known by those employees of the Company listed on Schedule 1.1(b) on the date hereof. " Law" means any applicable common law and any applicable statutes, laws, rules, codes, regulations, ordinances, orders, judgments, or decrees, of, or issued by, Governmental Entities.

" Licenses" means all licenses, permits (including construction and operation permits), franchises and certificates issued by any Governmental Entity.

" Liens" means, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, hypothecation, security interest or encumbrance of any kind, or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Entity, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing;


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(b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. " Losses" means any claims, liabilities, obligations, damages, losses, costs (including any costs for investigation, responses and other corrective actions and monitoring under any Environmental Law), expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages (including natural resource damages) whenever arising or incurred (including reasonable attorneys' fees and expenses actually incurred, but not including any such fees or expenses in connection with investigating or pursuing any claim hereunder), but excluding punitive or exemplary damages not arising out of a Third Party Claim or lost profits or revenues. Any portion of any Loss attributable to consequential or indirect damages shall be limited to the actual economic loss of the Business of the Company and the Subsidiaries, excluding any loss of profits or revenue.

" Marketing Period" means the first period of 35 consecutive calendar days after the date on which Buyer or any Affiliate of Buyer has authorized release of the confidential information memorandum for use in the primary syndication of the debt Financing as contemplated under the Debt Financing Commitment; provided , however , that in any event the Marketing Period shall end on the earlier of (a) an earlier date that is the date on which the Financing is consummated, and (b) the Outside Date. " Material Adverse Effect" means an effect that results in or causes or would reasonably be expected to result in or cause, a material adverse change in the condition (financial or otherwise), business, operations or property of the Company and its Subsidiaries, taken as a whole, other than events, changes, effects, conditions or circumstances resulting from or relating to: (a) economic or market conditions generally or in the newsprint industry in particular, (b) the announcement of the transactions contemplated by this Agreement, (c) (i) the execution of, compliance with the terms of, or the taking of any action required by this Agreement or (ii) the consummation of the transactions contemplated by this Agreement, (d) any change in accounting requirements or principles, or (e) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; provided , however , that any effect that is cured prior to the Closing Date shall not be considered a Material Adverse Effect.

" Net Indebtedness" means an amount equal to the difference of (a) the Indebtedness of the Company and its Subsidiaries, provided that for purposes of determining " Net Indebtedness" , surety bonds, letters of credit and bankers acceptances in effect and outstanding as of the date hereof and as set forth on Schedule 1.1(c) plus additional surety bonds, letters of credit and bankers acceptances in an aggregate amount not to exceed 3% of surety bonds, letters of credit and bankers acceptances in effect and outstanding as of the date hereof, shall not be considered " Indebtedness" of the Company


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and its Subsidiaries unless the Company or any of its Subsidiaries in fact has current payment obligations with respect to any such items, minus (b) an amount equal to the sum of (i) all amounts paid to or otherwise payable to the Company or its Subsidiaries with respect to the termination of any interest rate hedging or swap agreements, plus (ii) the Cash of the Company and its Subsidiaries (after giving effect to the distributions contemplated by Section 6.13), in each case as of the Closing Date and as determined in accordance with the guidelines set forth on Schedule 1.1(a) and GAAP consistent with past practices; provided , however , that to the extent Schedule 1.1(a) is inconsistent with GAAP or past practices, GAAP shall control. " Net Working Capital" means Current Assets minus Current Liabilities. " Net Working Capital Target" means Net Working Capital in an amount equal to $43,900,000. " Newberg Facility" means the real property, structures, equipment, buildings, fixtures and facilities, including the wastewater treatment system (including the primary clarifier, north lagoon, and south lagoon), landfills and other disposal areas, impoundments, sewer systems, tanks and related piping, located at 1301 Wynooski Street in Newberg, Yamhill County, Oregon.

" Ordinary Course" means the ordinary course of business of the Company and its Subsidiaries consistent with past practice.

" Parent Guarantees" means the guarantees made by (a) Media General, Inc. of the obligations of Virginia Paper hereunder, in form attached hereto as Exhibit 1.1(c) , (b) The McClatchy Company of the obligations of McClatchy Newsprint hereunder, in form attached hereto as Exhibit 1.1(d) , and (c) Cox Newspapers, Inc. of the obligations of CEI Newsprint hereunder, in form attached hereto as Exhibit 1.1(e) .

" Partnership Agreement" means that certain Amended and Restated Partnership Agreement, dated November 1, 1987 among Virginia Paper, McClatchy Newsprint (f/k/a KR Newsprint Company, Inc.) and CEI Newsprint.

" Partnership Interest" means a share of the ownership interest of the Company, including a share of the profits and surplus of the Company.

" Permitted Liens" means (a) Liens imposed by law for ad valorem property Taxes not yet due and payable, (b) statutory Liens of landlords, (c) Liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen, and
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