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Exhibit 3.12
LIMITED PARTNERSHIP AGREEMENT
OF
NATIONAL CALL CENTER LP
THIS LIMITED PARTNERSHIP AGREEMENT ( "Agreement") is made effective
as of the 3rd day of February, 1998, by and between HSN GENERAL PARTNER LLC, a
Delaware limited liability company ("G.P."), as the sole general partner, and
USANi LLC, a Delaware limited liability company ("L.P."), as the sole limited
partner, and such other limited partners as may be added pursuant to the terms
hereof. References herein to "Partners" shall refer to all partners, both
general and limited, and references herein to "Partner" shall refer to an
individual partner, either general or limited.
1. Formation Of The Partnership. The parties hereto have formed a
limited partnership under the Delaware Uniform Limited Partnership Act, 6 Del.
C. Section 17-101, et seq., and any successor thereto, as amended from time to
time ("Act").
2. Name Of The Partnership. The name of the partnership is "National
Call Center LP" (the "Partnership") The business and affairs of the Partnership
may be conducted under the name of the Partnership or, to the extent not
inconsistent with the Act, under any other name or names deemed advisable by
G.P.
3. Purpose. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all lawful activities necessary or
incidental to the foregoing.
4. Registered Office and Agent. The registered office of the
Partnership in the State of Delaware is located at Corporation Trust Center,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the
registered agent of the Partnership at such address is The Corporation Trust
Company.
5. Address of Partners. The name and address of the Partners shall
be as set forth in the books and records of the Partnership.
6. Certificate Of Limited Partnership. G.P. shall cause an executed
copy of the certificate of limited partnership of the Partnership
("Certificate") to be filed for record in the office of the Secretary of State
of the State of Delaware, and the Certificate shall constitute the certificate
of limited partnership for the Partnership in accordance with the terms of the
Act.
7. Capital Contributions By Partners. G.P. and L.P., in
consideration of the issuance of one (1) general partnership units ("General
Partner Units") and ninety-nine (99) limited partnership units ("Limited Partner
Units" and, together with General Partner ▇▇▇▇▇,
▇
"Units"), respectively, shall hereafter cause the merger of National Call Center
LLC with and into the Partnership, with the Partnership to be the surviving
limited partnership. Except for the foregoing consideration, no Partner shall be
obligated to make additional contributions to the capital of the Partnership and
all Units issued to a Partner shall be nonassessable.
8. Units. Units shall for all purposes be personal property. No
holder of Units or Partner shall have any interest in specific Partnership
assets or property, including any assets or property contributed to the
Partnership by such Partner as part of any capital contribution. Units are
securities governed by Article 8 of the Uniform Commercial Code as in effect in
the State of New York.
9. Capital Accounts. A separate capital account shall be maintained
for each Partner and such capital accounts shall be maintained in accordance
with the provisions of Section 704 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Treasury Regulations promulgated thereunder.
10. Allocation Of Annual Taxable Income Or Tax Losses. Taxable income
or tax losses of the Partnership from operations during each taxable year shall
be allocated to Partners in proportion to the number of Units held by such
Partners during such taxable year. It is the intent of the Partners that each
Partner's distributive share of income, gain, loss, deduction, or credit (or
item thereof) shall be determined and allocated in accordance with this
Paragraph 10 to the fullest extent permitted by Sections 704(b) and (c) of
the Code and the Treasury Regulations promulgated thereunder.
11. Distributions. Except as otherwise provided in this Agreement,
cash flow, if any, shall be distributed in any fiscal year of the Partnership
only to the extent that G.P., or the general partners if there be more than one
general partner, in its or their sole discretion, may determine. Any
distributions so determined shall be made to the Partners in proportion to the
Units held by each Partner.
12. Management Powers Of G.P. The Partnership shall be managed by
G.P. G.P. shall have the full, exclusive, and absolute right, power, and
authority to manage and control the Partnership and the property, assets, and
business thereof. G.P. shall have all of the rights, powers, and authority
conferred upon it by law or under other provisions of this Agreement. Subject to
the restrictions specifically contained in this Agreement, if any, the powers of
the G.P. shall include, without limitation, the power to enter into and execute
on behalf of the Partnership an agreement of merger to cause the merger of
National Call Center LLC with and into the Partnership and to execute any
certificate of merger and agreements, instruments or documents to effect such
agreement of merger.
13. Limited Partners Have No Management Powers. No limited partner
shall have any voice or participation in the management of the Partnership
business and no power to bind the Partnership or to act on behalf of the
Partnership in any manner whatsoever, except by specifically authorized voting
rights contained in this Agreement or required by the Act.
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14. Assignability of General Partner Units. Any general partner may
transfer the whole or any part of its General Partner Units in the Partnership
to any individual or entity, and any general partner may withdraw from the
Partnership, without, in either case, the prior written consent of any limited
partner. If a general partner is the only general partner of the Partnership and
such general partner is assigning its entire interest as a general partner in
the Partnership, such general partner shall designate the assignee of such
interest to become a successor general partner ("Successor General Partner"),
such assignee shall be admitted as a Successor General Partner immediately prior
to the assignment, and the Successor General Partner shall continue the business
of the Partnership without dissolution. If a general partner is the only general
partner of the Partnership and such general partner is withdrawing from the
Partnership, the limited partner or limited partners holding a majority of the
Limited Partner Units shall select a Successor General Partner, who shall be
admitted as a Successor General Partner immediately prior to the withdrawal of
the last general partner, and the Successor General Partner shall continue the
business of the Partnership without dissolution.
15. Assignability of Limited Partner Units. No limited partner may
transfer its Limited Partner Units without the consent of G.P. and any
transferee of Limited Partner Units shall be bound by the terms and conditions
of this Agreement. G.P. hereby consents to the transfer of Limited Partner Units
to USANi Sub LLC, a Delaware limited liability company. Nothing herein shall
restrict the ability of any Partner, general or limited, to pledge its Units to
secure indebtedness (including guarantee indebtedness) in respect of that
certain credit agreement among USA Networks, Inc., USANi LLC, the lenders party
thereto, the Chase Manhattan Bank, as administrative agent, Bank of America
National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.
16. Amendments. This Agreement may be amended only with the consent
of the limited partner or limited partners holding a majority of the Limited
Partner Units and the general partner or general partners holding a majority of
the General Partner Units.
17. Liability of Limited Partners. Except as otherwise provided
herein and by applicable state law, no limited partner shall be liable for the
debts, liabilities, contracts, or any other obligations of the Partnership.
18. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.
19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes, be deemed an original and
all of such counterparts, taken together, shall constitute one and the same
Agreement.
20. Tax Elections. G.P. shall have the power to cause the
Partnership to make all elections required or permitted to be made for income
tax purposes.
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{Signature Page Follows}
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the date and year first
above-written.
General Partner:
HSN GENERAL PARTNER LLC
BY: USANi LLC, AS MANAGER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Manager
Limited Partner:
USANi LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Manager
