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20130043
<br />ARTICLES OF MERGER
<br />NE Sac of Slab Jahn A Gala - CORP MI
<br />1001167796 Pgs: 6
<br />MIDLANDS NEWSPAPERS, INC.
<br />Filed: 12119/2012 03107 PM
<br />Pursuant to the provisions of the Nebraska Business Corporation Act , the undersigned
<br />corporations do hereby adopt the following Articles of Merger for the purpose of merging Bryan
<br />College Station Media Company, Inc., a Texas corporation ( "BCSM "), Central Nebraska
<br />Publications, Inc., a Nebraska corporation ( "CNP "), Grand Island Publishing Company, Inc., a
<br />Nebraska corporation ( "GIPC "), Kearney Hub Publishing Company, Inc., a Nebraska
<br />corporation ("KHP"), Lexington Newspaper Company, Inc., a Nebraska corporation ( "LNC "),
<br />North Platte Publishing Company, Inc., a Nebraska corporation ( "NPC "), Scottsbluff Publishing
<br />Company, Inc., a Nebraska corporation (aSPC "), Suburban Newspapers, Inc., a Nebra
<br />corporation ( "SNI "), Southwest Iowa Newspapers, Inc., a Delaware corporation ( "SWIN "),
<br />Western Iowa Newspapers, inc., a Nebraska corporation ("WIN "), Waco Media Company, Inc.,
<br />a Texas corporation ( "WMC "), Western Nebraska Newspapers, Inc., a Nebraska corporation
<br />("WNN "), and York Publishing Company, Inc., a Nebraska corporation ("YPC", with BCSM,
<br />CNP, GIPC, KHP, LNC, NPC, SNI, SWIN, WIN, WMC, WNN and YPC all being acquired
<br />corporations and collectively referred to as the "Acquired Corporations "), into Midlands
<br />Newspapers, Inc., a Nebraska corporation and the surviving corporation (the "Surviving
<br />Corporation "):
<br />1. The Agreement and Plan of Merger (the "Plan of Merger"), a copy of which is attached
<br />hereto as "Exhibit A" and incorporated herein by this reference, was approved by the
<br />Board of Directors of the Acquired Corporations and by the Board of Directors of the
<br />Surviving Corporation in the manner prescribed by the Nebraska Business Corporation
<br />Act.
<br />2. The Acquired Corporations are all wholly owned subsidiaries of the Surviving
<br />Corporation, therefore, pursuant to Neb. Rev. Stat. 21- 20,131, shareholder approval of
<br />the Plan of Merger was not .required by the Acquired Corporations or the Surviving
<br />Corporation.
<br />3. The merger is permitted by the General Corporation Law of the State of Delaware and
<br />SWIN has complied with the General Corporation Law in effecting the merger.
<br />4. The merger is permitted by the Texas Business Organizations Code and BCSM and
<br />WMC have complied with the Texas Business Organizations Code in effecting the
<br />merger.
<br />5, The effective time and date of the merger shall be 11 :59 p.m. on December 30, 2012.
<br />DATED: December ! b , 2012,
<br />Midlands Newspapers, Inc., Sirviving Corporation
<br />By:
<br />Printed tName: i . r o f' SP 2/
<br />Title: SPG ✓L
<br />
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