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Exhibit 3.14
ROMA DINING LP
AGREEMENT OF LIMITED PARTNERSHIP
THIS PARTNERSHIP AGREEMENT, dated as of December 31, 1996 (the
"Effective Date"), is made by and between ROMACORP, INC. ("ROMA"), a Delaware
corporation, as a general partner (the "General Partner") and ROMA HOLDINGS,
INC. ("RHI"), a Delaware corporation, as a limited partner (the "Limited
Partner"). The General Partner and the Limited Partner shall be individually
referred to herein as a "Partner" and collectively referred to herein as the
"Partners".
WITNESSETH:
WHEREAS, the Partners desire to form a limited partnership under the
laws of the State of Delaware for the purposes hereinafter set forth;
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained and other good and valuable consideration, the
parties hereto hereby agree as follows:
1. Formation. The Partners hereby form and establish a limited
partnership (the "Partnership") pursuant to the provisions of the Revised
Uniform Limited Partnership Act of the State of Delaware to be conducted under
the name of "ROME DINING LP", or such other name as the General Partner may from
time to time determine. A Certificate of Limited Partnership of the Partnership,
dated December 31, 1996 was filed with the Secretary of State of the State of
Delaware on December 31, 1996. The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, is designated as the agent upon whom process
against the Partnership may be served.
2. Place of Business. The Partnership's principal place of business
shall be located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such
other place as may be determined from time to time by the Partners.
3. Purposes. The nature of the business to be conducted or promoted by
the Partnership shall be the owning, managing, and operating of restaurants or
any other lawful business in which a limited partnership may engage under
Delaware law.
4. Term. The term of the Partnership shall commence upon the filing of
a Certificate of Limited Partnership with the Secretary of State of the State of
Delaware and shall continue thereafter from year to year for a term of
ninety-nine (99) years.
5. Capital Contributions.
(a) The capital of the Partnership shall be the aggregate amount of the
capital contributions made to it by the General Partner and the Limited Partner.
An individual capital
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account shall be established and maintained for each Partner and shall be
credited with the amount of each Partner's capital contribution to the
Partnership. Any Partner whose interest in the Partnership is increased, by
means of the transfer to such Partner of all or a part of the interest of
another Partner, shall have a capital account that has been appropriately
adjusted to reflect such transfer. Each partner's capital account shall be
determined and maintained throughout the term of the Partnership in accordance
with the requirements of Section 704(b) of the Internal Revenue Code of 1986, or
its counterpart in any subsequently enacted Internal Revenue Code, and of the
Treasury Regulations promulgated from time to time thereunder. No Partner shall
be entitled to interest on the Partner's capital contribution, or to withdraw
any part of the Partner's capital account, or to receive any distributions from
the Partnership except as specifically provided in this Agreement.
(b) Each Partner shall make an initial contribution in cash or property
equivalent to its percentage interest in Partnership profits and losses. The
Partners shall make additional capital contributions from time to time in such
amounts as may be determined by the Partners to be necessary to carry out the
purposes of the Partnership. Such amounts shall be determined from time to time.
Such contributions shall be due and payable within the time specified in the
formal approval by the Partners, provided that such period shall not be less
than thirty (30) days.
(c) If a Partner fails to make any required capital contribution, the
necessary funds may be raised by the Partnership by borrowing from the remaining
Partners in such amounts and proportions as the lending Partner shall agree
upon.
6. Allocations.
(a) The income, profits, gains and expenses or losses of the
Partnership shall be allocated or charged to the Partners as follows:
Partner Percentage Interest
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Romacorp, Inc., General Partner 1%
Roma Holdings, Inc., Limited Partner 99%
However, in accordance with Section 704(c) of the Internal Revenue Code
of 1986 (the "Code"), income, gain, loss and deduction with respect to any
property contributed to the Partnership shall be allocated among the Partners to
take account of any variation between the adjusted basis of such property to the
Partnership and its fair market value at the time of contribution. For purposes
of this Agreement, "Net Income" and "Net Loss" mean taxable income and taxable
loss, as the case may be, of the Partnership for any year as determined for
Federal income tax purposes, increased by the amount, if any, of tax-exempt
income received or accrued by the Partnership, reduced by the amount, if any, of
all expenditures of the Partnership described in Section 705(a) (2) (B) of the
Internal Revenue Code of 1986, as amended (the "Code"), and adjusted, with
respect to items related to any assets
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contributed to the Partnership (collectively, the "Contributed Assets"), as
described 13a the following sentence. For purposes of computing Net Income or
Net Loss, (x) the amount of depreciation, depletion or amortization ("Book
Depreciation") for any year with respect to any Contributed Asset shall be
determined in accordance with the methods used for tax purposes and shall equal
the amount that bears the same ratio to the fair market value of such property
at the time that such property was contributed to the Partnership as the
depreciation, depletion or amortization computed for Federal income tax purposes
with respect to such property for such year bears to the adjusted Federal income
tax basis of such property at the time that such property was contributed,
provided however, that if such property has an adjusted Federal income tax basis
of zero at the time that such property is contributed, the rate of Book
Depreciation shall be determined as the Partners may agree; and (y) gain or loss
with respect to the disposition of any Contributed Asset shall be determined by
the difference between (A) the amount realized with respect to such disposition,
and (B) the fair market value of such property at the time of the contribution,
reduced by the amount of any Book Depreciation previously taken into account
with respect to such property for the purpose of computing Net Income and Net
Loss (the "Book Basis"). In the event that any Contributed Asset is distributed
in kind to any Partner, the difference between the fair market value of such
property at the time of distribution and its Book Basis shall be taken into
account as Net Income or Net Loss, as the case may be. This definition shall
determine the calculation of net income or net loss for financial reporting
purposes.
In the event a Partner receives an unexpected adjustment, allocation,
or distinction described in paragraphs (4), (5), or (6) of Section 1.704-1
(b)(2)(ii)(d) of the Treasury Regulations, and such Partner has a deficit
capital account balance after reflecting such item, then such Partner shall be
allocated items of income and gain in accordance with
Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations (consisting of a pro
rata portion of each item of Partnership income, including gross income, and
gain for such year) in an amount and manner sufficient to eliminate such deficit
balance as quickly as possible.
7. Partnership Distributions. The Partnership may accumulate, and
shall, at least once during each fiscal year of the Partnership, make
distributions of, Partnership property including any cash held by the
Partnership which is not reasonably necessary for the operation of the
Partnership, at such times and in such amounts as determined from time to time
by the General Partner. Any distributions shall be pro rata based upon
percentage interest in Partnership profit.
8. Liability Of Partners. The General Partner shall have unlimited
liability for the repayment and discharge of all debts and obligations of the
Partnership attributable to any fiscal year or portion thereof during which it
is or was a General Partner of the Partnership.
The Limited Partner shall be liable for the repayment and discharge of
all debts and obligations of the Partnership attributable to any fiscal year or
portion thereof during which it is or was a Limited Partner of the Partnership
only to the extent of its Capital Contribution in the Partnership as set forth
above, but shall not relieve it from liability for any unpaid Capital
Contribution it has covenanted in writing to contribute.
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The Limited Partner or an employee, agent, director or of officer of
the Limited Partner may also be an employee, agent, independent contractor,
director or officer of the Partnership or the General Partner. The existence of
these relationships and the Limited Partner acting in such capacities will not
result in the Limited Partner being deemed to be participating in the control of
the business of the Partnership (within the meaning of the Act) or otherwise
affect the liability of the Limited Partner or the person so acting.
9. Management. The General Partner shall be the managing partner of the
Partnership and shall execute all documents on behalf of the Partnership and to
conduct the normal business and affairs of the Partnership. The Limited Partner
shall have no right whatsoever to participate in the management or control of
the business of the Partnership. The General Partner shall not receive any
compensation for its role as General Partner. Notwithstanding the foregoing, the
Partnership, through its General Partner and without consent of the Limited
Partners, may contract with a Partner for services incident to the operation of
the Partnership business.
10. Disposition of a Partnership Interest. No Partner shall dispose of
all or any part of its Partnership interest without the unanimous consent of the
Partners.
11. Admission of New Partners. New Partners shall not be
admitted to the Partnership without the unanimous consent of the
Partners.
12. Dissolution of the Partnership. In the event of the bankruptcy,
resignation or expulsion of the General Partner, the Partnership shall dissolve,
except upon the unanimous consent of the remaining Partners agreeing to continue
the Partnership.
13. Amendments. This Agreement may be amended at any time
and from time to time upon the unanimous consent of the
Partners.
14. Severability. If any term, provision, covenant, or condition of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the rest of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
15. Entire Agreement. This instrument contains the entire agreement of
the parties relating to the rights granted and the obligations assumed in this
instrument. Any oral representations or modifications concerning this instrument
shall be of no force or effect unless contained in a subsequent written
modification signed by all of the Partners.
16. No Third Party Beneficiaries. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or to give any person
or entity, other than the parties or their successors in interest, any rights or
remedies under this Agreement.
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17. Waiver. Failure to enforce any term or condition of this Agreement
shall not be deemed a waiver of that term or condition for the future, nor shall
any specific waiver of a term or condition at one time be deemed a waiver of
such term or condition for the future.
18. Indemnification=. To the fullest extent permitted by the law of
Delaware, as the same may be amended from time to time, the Partnership shall
indemnify any and all of its Partners, agents or employees, or former Partners,
agents or employees, or any person who may have served at the Partnership's
request as an of officer of any corporation, partnership, joint venture, trust
or other enterprise.
19. Qualification in Other States. The General Partner shall qualify
the Partnership to do business in such other states as are appropriate to the
conduct of the Partnership's business.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized officers on the Effective Date.
ROMA HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. Short By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
_______________________ _________________________
▇▇▇▇▇ ▇. Short, ▇▇▇▇ ▇. ▇▇▇▇,
Secretary Vice President
ROMA CORP, INC.
By: /s/ ▇▇▇▇▇ ▇. Short By: /s/ ▇▇▇▇▇▇ ▇. Page
_______________________ _________________________
▇▇▇▇▇ ▇. Short, ▇▇▇▇▇▇ ▇. Page,
Secretary President
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