EXHIBIT 3.3
TRANSCORE, LP
AGREEMENT OF LIMITED PARTNERSHIP
This partnership agreement of TransCore, LP, a Delaware limited
partnership, is entered into effective as of the 10 day of September, 2001, by
and among TransCore Partners, Inc. (f/k/a AMGT Corporation), a Delaware
Corporation, as the limited partner Partner, and TLP Holdings, LLC, a Delaware
limited liability company, as the General Partner.
BACKGROUND:
The parties desire to form a limited partnership for the purposes set forth
herein, and to set forth herein their rights and obligations with respect to
such limited partnership.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
SECTION 1
DEFINED TERMS; OPERATION OF PARTNERSHIP
1.1 DEFINED TERMS. When used in this Agreement, the following capitalized
terms shall have the meanings set forth below:
"ACT" means the Delaware Revised Uniform Limited Partnership Act.
"AFFILIATE" means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by, or under common control with such
Person, and (ii) any officer, director, general partner, or manager of any
Person described in clause (i) of this sentence. For purposes of this
definition, "controls," "is controlled by," or "is under common control with"
shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.
"AGREEMENT" means this partnership agreement, as the same may be
amended from time to time.
"BANKRUPTCY" means, with respect to any Person, (i) the filing of any
petition or answer by such Person seeking to adjudicate it a bankrupt or
insolvent, or seeking for itself any liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of such Person or
such Person's debts under any law relating to bankruptcy, insolvency, or
reorganization or relief of debtors, or seeking, consenting to, or acquiescing
in the entry of an order for relief or the appointment of a receiver, trustee,
custodian, or other similar official for such Person for any substantial part of
its property, or (ii) without the consent or acquiescence of such Person, the
entering of an order for relief or approving a petition for relief or
reorganization or any other petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or other
similar relief under any bankruptcy, liquidation, dissolution, or other similar
statute, law, or regulation, or the filing of any such petition against such
Person which petition shall not be dismissed within ninety (90) days, or,
without the consent or acquiescence of such Person, the entering of an order
appointing a trustee, custodian, receiver, or liquidator of such Person of all
or any substantial part of the property of such Person which order shall not be
dismissed within sixty (60) days.
"CAPITAL CONTRIBUTION" means the amount of money and the fair market
value of any property contributed to the Partnership by a Partner (net of any
liabilities to which such property is subject or that are assumed by the
Partnership in connection with such contribution).
"CERTIFICATE" means the certificate of limited partnership for the
Partnership, and any amendments thereto.
"CODE" means the Internal Revenue Code of 1986, as amended.
"GENERAL PARTNER" means the Person designated as general partner in
Exhibit "A" attached to this Agreement, and any Person subsequently admitted as
a general partner in accordance with the terms of this Agreement.
"INCAPACITY" means (a) with respect to a natural Person, the
Bankruptcy, death or determination of incompetency or insanity of such Person
and (b) with respect to any other Person, the Bankruptcy, liquidation or
dissolution of such Person.
"INDEMNIFIED PARTY" means the General Partner and any member, manager,
officer, director, shareholder, employee, or agent of the General Partner.
"INTEREST" means an ownership interest in the Partnership, including
all of the rights and obligations in connection therewith under this Agreement
and the Act.
"LIMITED PARTNERS" means the Person designated as the limited partner
in Exhibit "A" attached to this Agreement, and any Person subsequently admitted
as a limited partner in accordance with the terms of this Agreement.
"LIQUIDATOR" means a Person chosen by the holders of a majority of the
Percentage Interests of the Limited Partners to supervise the liquidation of the
Partnership if there is no General Partner at the time of such liquidation.
"NET DISTRIBUTABLE PROCEEDS" means gross cash or property received by
the Partnership from all sources other than Capital Contributions, including
reductions in Reserves from prior periods, reduced by the portion used (i) to
pay Partnership expenses, (ii) to make capital expenditures, including for the
acquisition of any additional or replacement property, and (iii) to fund
Reserves.
"PARTNERS" means the General Partner and the Limited Partner, and any
Person subsequently admitted as a partner in accordance with the terms of this
Agreement.
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"PARTNERSHIP" means the limited partnership formed and operated
pursuant to the terms of this Agreement.
"PERCENTAGE INTEREST" means the percentage determined in accordance
with Section 2.3 of this Agreement.
"PERSON" means any individual or any partnership, corporation, trust,
limited liability company or other legal entity.
"REGULATIONS" means the income tax regulations promulgated under the
Code, as such regulations may be amended from time to time.
"RESERVES" means amounts set aside to pay future costs or expenses
that are anticipated to exceed cash available to pay such costs or expenses when
due, as determined in the sole discretion of the General Partner.
1.2 FORMATION; NAME. The Partnership was formed by the filing of the
Certificate. The Partners hereby agree to operate the Partnership as a limited
partnership under the Act. The Partnership shall be operated under the name
"TransCore, LP" or such other name as the General Partner shall determine from
time to time. The General Partner shall file such other certificates and
documents as are necessary to qualify the Partnership to conduct business in any
jurisdiction in which the Partnership conducts business. A copy of the
Certificate shall be provided to any Partner on request.
1.3 REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE. The registered agent
and office of the Partnership required under the Act shall be as designated in
the Certificate, and may be changed by the General Partner in accordance with
the Act. The principal business office of the Partnership shall be located at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such
other address as shall be designated by the General Partner.
1.4 PURPOSE. The purpose and business of the Partnership is to engage in
any lawful act or activity for which limited partnerships may be organized under
the Act, including without limitation, to directly and indirectly conduct
business activities that further the legal and economic interests of the
Partners. The Partnership is authorized to do any and all acts and things
necessary, appropriate, advisable, incidental to, or convenient for the
furtherance and accomplishment of its purposes, and for the protection and
benefit of the Partnership.
1.5 TERM. The term of the Partnership commenced on the date of filing of
the Certificate (which Certificate was filed along with applicable certificates
of conversion to convert TransCore, Inc., a Delaware corporation, to the
Partnership), and the Partnership shall continue until the Partnership is
terminated in accordance with this Agreement.
1.6 TITLE TO PROPERTY. All real and personal property owned by the
Partnership shall be owned by the Partnership as an entity and no Partner shall
have any ownership interest in such property in the Partner's individual name or
right, and each Partner's Interest
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shall be personal property for all purposes. The Partnership shall hold all of
its real and personal property in the name of the Partnership and not in the
name of any Partner.
1.7 WAIVER OF PARTITION. No Partner shall either directly or indirectly
take any action to require partition or appraisement of the Partnership or of
any of its assets or properties or cause the sale of any Partnership property,
and notwithstanding any provisions of applicable law to the contrary, each
Partner hereby irrevocably waives any and all right to maintain any action for
partition or to compel any sale with respect to such Partner's Interest, or with
respect to any assets or properties of the Partnership, except as expressly
provided in this Agreement.
SECTION 2
CAPITAL CONTRIBUTIONS; INTERESTS
2.1 CAPITAL CONTRIBUTIONS. All Capital Contributions shall be made to the
Partnership in proportion to the Partners' Percentage Interests. The Capital
Contributions of the Partners are set forth in Exhibit "A" attached hereto.
2.2 ADDITIONAL CAPITAL CONTRIBUTIONS AND LOANS. No Partner shall be
obligated to make any additional Capital Contributions or loans to the
Partnership.
2.3 PERCENTAGE INTERESTS. Each Partner shall have the Percentage Interest
in the Partnership set forth next to such Partner's name in Exhibit "A" attached
hereto.
2.4 NO INTEREST. No interest shall be paid on any Capital Contributions of
any Partner.
SECTION 3
DISTRIBUTIONS
3.1 DISTRIBUTIONS OF NET DISTRIBUTABLE PROCEEDS. Net Distributable
Proceeds shall be distributed among the Partners, at such times as shall be
determined by the General Partner, in accordance with their relative Percentage
Interests.
SECTION 4
FEDERAL INCOME TAX STATUS OF PARTNERSHIP
4.1 ELECTION TO BE TAXED AS CORPORATION. The Partnership shall file an
election under Regulation Section 301.7701-3 to be treated as an association
taxable as a corporation for federal income tax purposes.
SECTION 5
MANAGEMENT OF PARTNERSHIP
5.1 GENERAL PROVISIONS CONCERNING MANAGEMENT. Subject to any express
limitations contained in other provisions of this Agreement, the General Partner
shall have the exclusive right and responsibility to manage the business of the
Partnership and is hereby authorized to take any action of any kind and to do
anything and everything the General
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Partner deems necessary in connection therewith. The General Partner shall have
all of the rights and powers of a general partner under the Act. No Limited
Partner shall have any right or power to take part in the management or control
of the Partnership or its business and affairs or to act for or bind the
Partnership in any way.
5.2 CONTRACTS WITH AFFILIATES. The General Partner, on behalf of the
Partnership, may enter into contracts and agreements for property or services in
the ordinary course of business with any Partner or any Affiliate of a Partner.
5.3 PARTNERSHIP EXPENSES. All expenses of the Partnership shall be billed
directly to and be paid by the Partnership. The General Partner shall be
reimbursed for all expenses incurred by it for or on behalf of the Partnership.
5.4 MEETINGS AND WRITTEN CONSENTS. Meetings of the Partners may be called
at any time by the General Partner or by the holders of a majority of the
Percentage Interests of the Limited Partners. Any Partner may participate in a
meeting by means of conference telephone or similar communications equipment by
means of which all Persons participating in the meeting can hear and speak to
each other at the same time or in sequence, and participation in a meeting
pursuant to this provision shall constitute presence at the meeting. Any action
required or permitted to be taken at a meeting of the Partners may be taken
without a meeting if a consent, in writing, setting forth the action so taken
shall be signed by the Partners required to approve such action.
SECTION 6
BOOKS AND RECORDS; TAX AND FINANCIAL MATTERS
6.1 BOOKS AND RECORDS. The Partnership books and records shall be
maintained at the principal office of the Partnership. The Partnership books
shall be closed and balanced at the end of each year. The books and records of
the Partnership shall be available for inspection by any Partner at the
principal business office of the Partnership during normal business hours.
6.2 FISCAL YEAR. The year of the Partnership shall end on the last day of
the month of January each year.
6.3 TAX MATTERS. Except as provided in Section 4 of this Agreement, all
decisions concerning Partnership tax matters, including all tax elections
concerning the Partnership, shall be made by the General Partner.
6.4 BANKING. All funds of the Partnership shall be deposited in the name
of the Partnership in such checking account or accounts as shall be designated
by the General Partner. All withdrawals therefrom are to be made upon checks
signed by a Person or Persons authorized by the General Partner.
SECTION 7
TRANSFERS, ADMISSIONS, AND WITHDRAWALS
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7.1 TRANSFERS. Except as provided in this Agreement, there shall be no
restrictions on the transfer of a Partner's Interest; provided, however, that if
requested by the General Partner, such transfer shall not be valid and effective
unless and until the Partnership receives an opinion of counsel (the cost of
which shall be borne by the transferor), satisfactory in form and substance to
the General Partner, that neither the offering nor the transfer will violate any
federal or state securities law or regulations. Any purported transfer, sale,
assignment, encumbrance, or other disposition in violation of this Agreement
shall be null and void.
7.2 ADMISSIONS. Except as provided in this Agreement, no transferee of an
Interest shall be admitted as a Partner of the Partnership unless and until the
transferee agrees to be legally bound by this Agreement as a Partner and
executes and delivers to the General Partner such documents and instruments as
are necessary or appropriate in connection with the transferee becoming a
Partner. The transferee shall pay all costs and expenses incurred by the
Partnership in connection with such admission.
7.3 NO WITHDRAWAL. Except in connection with the transfer of an Interest
in accordance with Sections 7.1 and 7.2 herein, no Limited Partner shall have
the right to withdraw from the Partnership prior to the dissolution and winding
up of the Partnership.
7.4 INCAPACITY OF LIMITED PARTNER. The Incapacity of a Limited Partner
shall not dissolve or terminate the Partnership. In the event of such
Incapacity, provided the transfer of the Partner's Interest complies with
Section 7.1, the executor, administrator, guardian, trustee or other personal
representative or successor in interest of the Limited Partner affected by such
Incapacity shall be deemed to be the assignee of such Limited Partner's Interest
and may, subject to Section 7.2, become a substituted Limited Partner.
SECTION 8
TERMINATION AND DISSOLUTION
8.1 DISSOLUTION EVENTS. The Partnership shall be terminated and dissolved
upon the earliest to occur of the following events:
8.1.1 DISSOLUTION EVENT WITH RESPECT TO A GENERAL PARTNER. Any event
with respect to a General Partner that would result in a dissolution of the
Partnership pursuant to the Act, provided, however, that the Partnership shall
not be dissolved if (a) there is at least one remaining General Partner and the
business of the Partnership is carried on by the remaining General Partner(s)
either alone or together with a new General Partner, or, (b) if there is no
remaining General Partner, within ninety (90) days of such event the holders of
a majority of the Percentage Interests of the Limited Partners elect a new
General Partner to continue the business of the Partnership; or
8.1.2 ELECTION OF GENERAL PARTNER OR LIMITED PARTNERS. The election of
the General Partner or the holders of a majority of the Percentage Interests of
the Limited Partners to dissolve the Partnership; or
8.1.3 JUDICIAL DISSOLUTION. Entry of a final decree of judicial
dissolution pursuant to the Act.
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8.2 LIQUIDATION.
8.2.1 WINDING UP. Upon the dissolution of the Partnership, the
Partnership's business shall be liquidated in an orderly manner. The General
Partner or Liquidator shall determine which Partnership property shall be
distributed in-kind and which Partnership property shall be liquidated. The
liquidation of Partnership property shall be carried out as promptly as is
consistent with obtaining the fair value thereof.
8.2.2 PAYMENTS AND DISTRIBUTIONS. Partnership property or the proceeds
therefrom, to the extent sufficient therefor, shall be applied and distributed
in the following order of priority, with no distribution being made in any
category set forth below until each preceding category has been satisfied in
full:
(a) To the payment and discharge of all of the Partnership's
debts and liabilities, including any debts and liabilities owed to any Partner,
and to the expenses of liquidation;
(b) To the establishment of Reserves (which Reserves, to the
extent determined in the sole discretion of the General Partner to be no longer
needed by the Partnership, shall be distributed in accordance with the order of
priority set forth in Section (c) hereof);
(c) To and among the Partners in accordance with Section 3 of
this Agreement.
SECTION 9
EXCULPATION AND INDEMNIFICATION
9.1 EXCULPATION. No Indemnified Party shall be liable, responsible or
accountable in damages or otherwise to the Partnership or any Limited Partner
for any act or omission performed or omitted by the Indemnified Party in a
manner reasonably believed by the Indemnified Party to be in the scope of the
authority granted to the Indemnified Party in accordance with this Agreement,
provided that the act or omission of the Indemnified Party is not determined by
a court to be due to willful misconduct.
9.2 INDEMNIFICATION. The Partnership shall indemnify and hold harmless
each Indemnified Party against any loss or damage (including attorneys' and
other professional fees) incurred by the Indemnified Party on behalf of the
Partnership or in furtherance of the Partnership's interests, without relieving
the Indemnified Party of liability for willful misconduct. The satisfaction of
any indemnification shall be from and limited to Partnership's assets and no
Partner shall have any liability on account thereof. The right to
indemnification shall include the right to be paid or reimbursed by the
Partnership the reasonable expenses incurred by the Indemnified Party in advance
of the final disposition of any proceeding; provided, however, that the advance
payment of such expenses shall be made only upon delivery to the Partnership of
a written affirmation by such Indemnified Party of such Indemnified Party's good
faith belief that the Indemnified Party has met the standard of conduct
necessary for indemnification under this Agreement and a written
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undertaking, by or on behalf of such Indemnified Party, to repay all amounts so
advanced if it shall ultimately be determined that such Indemnified Party is not
entitled to be indemnified under this Agreement or otherwise.
SECTION 10
REPRESENTATIONS AND WARRANTIES
10.1 GENERAL. As of the date hereof, each of the Partners makes each of the
representations and warranties applicable to such Partner as set forth in this
Section 10.1, and such representations and warranties shall survive the
execution of this Agreement.
10.1.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENT. If
such Partner is a corporation, partnership, trust, limited liability company, or
other legal entity, it is duly organized or formed, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation or
formation and has the power and authority to own property and carry on its
business as owned and carried on at the date hereof and as contemplated hereby.
Such Partner is duly licensed or qualified to do business and in good standing
in each of the jurisdictions in which the failure to be so licensed or qualified
would have a material adverse effect on its ability to perform its obligations
hereunder, and the execution, delivery, and performance of this Agreement has
been duly authorized by all necessary corporate or partnership or company
action. This Agreement constitutes the legal, valid, and binding obligation of
such Partner.
10.1.2 NO CONFLICT OR DEFAULT. The execution, delivery, and
performance of this Agreement and the consummation by such Partner of the
transactions contemplated hereby (i) will not conflict with, violate, or result
in a breach of any of the terms, conditions, or provisions of any law,
regulation, order, writ, injunction, decree, determination, or award of any
court, any governmental department, board, agency, or instrumentality, or any
arbitrator, applicable to such Partner, and (ii) will not conflict with,
violate, result in a breach of, or constitute a default under any of the terms,
conditions, or provisions of the articles of incorporation, bylaws, partnership
agreement, or operating agreement of such Partner, or of any material agreement
or instrument to which such Partner is a party or by which such Partner is or
may be bound or to which any of its material properties or assets are or may be
subject.
10.1.3 GOVERNMENTAL AUTHORIZATIONS. Any registration, declaration or
filing with or consent, approval, license, permit or other authorization or
order by, any governmental or regulatory authority that is required in
connection with the valid execution, delivery, acceptance, and performance by
such Partner under this Agreement or the consummation by such Partner of any
transaction contemplated hereby has been completed, made, or obtained on or
before the effective date of this Agreement.
10.1.4 LITIGATION. There are no actions, suits, proceedings, or
investigations pending or, to the knowledge of such Partner, threatened against
or affecting such Partner or any of such Partner's properties, assets, or
businesses in any court or before or by any governmental department, board,
agency, instrumentality, or arbitrator which, if adversely determined, could (or
in the case of an investigation could lead to any action, suit,
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or proceeding which, if adversely determined, could) reasonably be expected to
materially impair such Partner's ability to perform its obligations under this
Agreement.
10.2 INVESTMENT REPRESENTATIONS. Each Limited Partner represents and
warrants that it has acquired its Interest for its own account as part of a
transaction exempt from registration under the Securities Act of 1933, as
amended, and applicable state law for investment purposes and not with a view to
the resale or distribution thereof, and that it has had access to any and all
information necessary to arrive at its decision to acquire its Interest. In
addition to the restrictions on transfer of Interests otherwise set forth in
this Agreement, no Interest may be sold, transferred, assigned or otherwise
disposed of by any Partner in the absence of registration under the Securities
Act of 1933, as amended, and applicable state law, or an opinion of counsel
experienced in securities matters and satisfactory to the General Partner that
such assignment or other disposition will not be in violation of said Act or
state laws. No Limited Partner shall have any right to require registration of
its Interest under said Securities Act or applicable state law and, in view of
the nature of the Partnership and its business, such registration is neither
contemplated nor likely. Each Limited Partner further acknowledges that it
understands that the effect of the foregoing representation and warranty and
restriction on assignment or other disposition is generally to require that such
Interest be held indefinitely unless it is registered or an exemption from
registration is available.
10.3 BREACH OF REPRESENTATIONS AND WARRANTIES. Notwithstanding anything to
the contrary contained in Section 9 of this Agreement, if any Partner shall
breach or be in default of any representation or warranty contained in this
Section 10, the breaching Partner shall protect, defend, indemnify and hold
harmless the Partnership and the other Partners against any loss or damage
(including attorneys' fees and other costs and expenses) incurred by such party
as a result of any such breach or default.
SECTION 11
MISCELLANEOUS
11.1 NOTICES AND CONSENTS. All notices, approvals, consents, requests,
instructions, and other communications (collectively "Communications") required
to be given in writing pursuant to this Agreement shall be validly given, made
or served only if in writing and when delivered personally or by registered or
certified mail, return receipt requested, postage prepaid, or by a reputable
overnight or same day courier, addressed to the Partnership or the Partner at
the address that is on record at the principal office of the Partnership. Any
such Communication shall be treated as given under this Agreement when the
Communication is delivered to such address. The designation of the Person to
receive such Communication on behalf of a Partner or the address of any such
Person for the purposes of such Communication may be changed from time to time
by written notice given to the Partnership pursuant to this Section.
11.2 SUCCESSORS. This Agreement shall inure to the benefit of and shall be
binding upon all of the parties and their respective heirs, successors and
assigns.
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11.3 APPLICABLE LAW. This Agreement and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware,
without regard to any conflicts of law rules or principles of such state.
11.4 AMENDMENT. No change or modification to this Agreement shall be valid
unless the same be in writing and signed by the General Partner and the holders
of a majority of the Percentage Interests of the Limited Partners.
Notwithstanding the foregoing, the General Partner may amend Exhibit "A" of this
Agreement to reflect transfers of Interests permitted in accordance with this
Agreement.
11.5 ENTIRE AGREEMENT. This Agreement contains the entire understanding
among the parties with respect to the subject matter hereof and supersedes any
prior written or oral understandings and agreements between them respecting the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, oral or written, between or among the parties hereto relating
to the subject matter of this Agreement which are not fully expressed herein.
11.6 SEVERABILITY. If any provision of this Agreement or the application
thereof to any Person or circumstance shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected
thereby but rather shall be enforced to the greatest extent permitted by law.
11.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts with the same effect as if all of the Partners had signed the same
document. All counterparts shall be construed together and shall constitute one
and the same instrument.
11.8 CONSTRUCTION. When from the context it appears appropriate, each term
stated either in the singular or the plural shall include the singular and the
plural and pronouns stated either in the masculine, the feminine or the neuter
shall include the masculine, the feminine and the neuter.
11.9 HEADINGS AND CAPTIONS. The headings and captions contained in this
Agreement are inserted only as a matter of convenience and in no way define,
limit or extend the scope or intent of this Agreement or any provisions hereof.
11.10 NO WAIVER. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligation hereunder or to
exercise any right or remedy hereunder, regardless of how long such failure
shall continue, shall not be a waiver of such Partner's right to demand strict
compliance therewith in the future unless such waiver is in writing and signed
by the Partner giving the same.
11.11 OTHER BUSINESS AND INVESTMENT VENTURES. Each Partner and any
Affiliate of a Partner may engage in other business or investment ventures,
including business or investment ventures in competition with the Partnership,
and neither the Partnership nor the other Partners shall have any rights in such
business or investment ventures.
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11.12 ADDITIONAL INSTRUMENTS. Each Partner agrees to execute and deliver
such additional agreements, certificates, and other documents as may be
necessary or appropriate to carry out the intent and purposes of this Agreement.
11.13 POWER OF ATTORNEY. Each Limited Partner, by the execution of this
Agreement, irrevocably constitutes and appoints the General Partner as its true
and lawful attorney-in- fact, with full power and authority in its name, place
and stead to execute, acknowledge, deliver, swear to, file and record at the
appropriate public offices such documents as may be necessary or appropriate to
carry out the provisions of this Agreement. The appointment by each Limited
Partner of the General Partner as attorney-in-fact shall be deemed to be a power
coupled with an interest, in recognition of the fact that each of the Partners
under this Agreement will be relying upon the powers of the General Partner to
act as contemplated by this Agreement, and any filing or any other action on
behalf of the Partnership shall survive the Bankruptcy or death of a Limited
Partner.
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IN WITNESS WHEREOF, the parties have executed this Agreement of Limited
Partnership of TransCore, LP as of the day and year first above written.
LIMITED PARTNER:
TRANSCORE PARTNERS, INC. (F/K/A AMGT
CORPORATION)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
GENERAL PARTNER:
TLP HOLDINGS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
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TRANSCORE, L.P.
AGREEMENT OF LIMITED PARTNERSHIP
EXHIBIT "A"
PARTNERS' CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS
CAPITAL PERCENTAGE
PARTNERS CONTRIBUTION INTEREST
GENERAL PARTNER: 1.136% (4 SHARES)
LIMITED PARTNER: 98.864% (348 SHARES)