LIMITED PARTNERSHIP AGREEMENT
OF
CULMEN TECHNOLOGY PARTNERS, L.P.
This Limited Partnership Agreement ("Agreement") of Culmen Technology
Partners, L.P. is made and entered into effective as of the ___ day of
March, 2000 (the "Effective Date"), by and among CTP, Inc., a Delaware
corporation ("CTP"), as the general partner and, as limited partners, each
person whose name is subscribed to a signature page of this Agreement,
designated as a limited partner, and whose signature page is executed by the
General Partner (as herein defined). The general partner and the limited
partners are sometimes referred to herein individually as a "Partner" and
collectively as the "Partners".
WITNESSETH:
For and in consideration of the mutual covenants set forth herein and
for other good and valuable consideration, the adequacy, receipt, and
sufficiency of which are hereby acknowledged the Partners hereby agree as
follows:
ARTICLE I
ORGANIZATION AND PURPOSE
Section 1.01. Formation of Limited Partnership. The Partners hereby
agree to become partners and to form a limited partnership (the
"Partnership") pursuant to Article 6132a-1 Tex. Rev. Civ. Stat. ▇▇▇., known
as the Texas Revised Limited Partnership Act (the "Act"). CTP shall be the
general partner and is hereinafter sometimes referred to as the "General
Partner". Those persons executing this Agreement as limited partners shall
be the limited partners and are hereinafter sometimes referred to
individually as a "Limited Partner" or collectively as the "Limited
Partners".
Section 1.02. Name. The name of the Partnership shall be Culmen
Technology Partners, L.P. All business and affairs of the Partnership shall
be conducted solely under, and all Partnership Assets (as that term is
defined in Section 1.04) shall be held solely in, such name unless otherwise
determined by the General Partner.
Section 1.03. Effective Date and Term. The Partnership shall be in
effect for a term beginning on the Effective Date and shall continue under
this Agreement (as amended from time to time) until dissolved upon the
occurrence of an event that causes the dissolution of the Partnership in
accordance with the provisions of this Agreement (unless continued as
provided herein), and thereafter to the extent provided by applicable law,
until wound up and terminated as provided herein.
Section 1.04. Purposes and Scope of Business. The business and
purposes of the Partnership are to buy, sell, exchange or otherwise acquire,
hold, invest in, and deal with the common stock and/or preferred stock of
Arinco Computer Systems, Inc. (the "Company") and hold other securities of
the Company that constitute proceeds thereof. Subject to the terms and
conditions of this Agreement, the Partnership shall have the power and
authority to do all such other acts and things as may be necessary,
desirable, expedient, convenient for, or incidental to, the furtherance and
accomplishment of the foregoing objectives and purposes and for the
protection and benefit of the Partnership. The assets of the Partnership,
whether now or hereafter owned, are hereinafter sometimes referred to as the
"Partnership Assets".
Section 1.05. Documents. The General Partner is hereby authorized to
execute a certificate of limited partnership of the Partnership
("Certificate of Limited Partnership") in accordance with the Act and cause
the same to be filed in the office of the Secretary of State of the State of
Texas in accordance with the provisions of the Act. The Partnership shall
promptly execute and duly file with the proper offices in each state in
which the Partnership may conduct the activities hereinafter authorized, one
or more certificates as required by the laws of each such state in order
that the Partnership may lawfully conduct the business, purposes, and
activities herein authorized in each such state, and the Partnership shall
take any other action or measures necessary in such state or states for the
Partnership to conduct such activities.
Section 1.06. Principal Place of Business. The principal place of
business of the Partnership shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or at such other place or places as may be approved by
the General Partner. The General Partner shall be responsible for
maintaining at the Partnership's principal place of business those records
required by the Act to be maintained there.
Section 1.07. Registered Agent and Office. The Registered Agent (as
defined in the Act) for the Partnership shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. The
Registered Office (as defined in the Act) of the Partnership shall be ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
Section 1.08. Certain Definitions.
(a) "Accounting Date" shall mean the close of business on the date of
(i) the acquisition of an additional interest (including contributions by
the Partners in a manner other than in accordance with their then existing
Percentage Interests) in the Partnership by any new or existing Partner in
exchange for more than a de minimis capital contribution, (ii) the
distribution by the Partnership to a Partner (including, without limitation,
distributions pursuant to Section 4.09(b) and the redemption of all or a
portion of a Partner's interest pursuant to Section 6.02 hereof) of more
than a de minimis amount of Partnership Assets (including cash) unless such
distribution is to all Partners in accordance with their Percentage
Interests, and (iii) the termination of the Partnership for federal income
tax purposes pursuant to Section 708(b)(1)(B) of the Code (as defined
herein).
(b) "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday, and Friday which is not a day on which commercial banks are
authorized or required to be closed under the laws of the State of Texas.
(c) "Net Income" shall mean, with respect to the Partnership at the close
of each fiscal year, the excess of all income and gain for such fiscal year
over the aggregate of all expenses, deductions, and losses for such fiscal
year.
(d) "Net Value" of any Partnership Asset shall be its Value (determined in
(f) below) less the sum of (i) all debt of the Partnership directly related
to such Partnership Asset (such as, for securities, the margin debt thereon)
and (ii) a pro rata share (as among all Values of all Partnership Assets) of
all general debt of the Partnership not otherwise provided for under (i)
above.
(e) "Valuation Date" shall mean any date that the Partnership Assets are
valued for any reason.
(f) "Value" of (i) any security shall be:
(A) for marketable securities listed on a national
securities exchange or authorized for trading on the National
Market System Quotations, the last sales price on the
Valuation Date, or in the absence of a sale on such date, the
last bid price on the Valuation Date;
(B) for marketable securities traded in the over-the-counter
market and reported in the National Association of Securities
Dealers' Automated Quotation System, the closing bid price on
the Valuation Date as reported by such system;
(C) for securities not specified in (A) or (B) above, and
for which prices are regularly quoted (on a daily basis) by
at least two independent recognized dealers, the most recent
market prices as reported by such dealers; and
(D) for all other securities, the cost of or such other
value as reasonably determined by the General Partner.
Foreign securities listed on a recognized exchange shall be
included in (A) above; those regularly reported on a
recognized automated quotation system shall be included in
(B) above; and those regularly quoted (on a daily basis) by
at least two independent recognized dealers shall be included
in (C) above.
(ii) any other Partnership Asset shall be the market value of such
Partnership Asset as of the Valuation Date as reasonably determined by
the General Partner.
ARTICLE II
OPERATIONS
Section 2.01. Management of Partnership.
(a) The right to manage, control, and conduct the business and affairs
of the Partnership shall be vested solely in the General Partner. The
Limited Partners shall not participate in the control of the Partnership and
under no circumstances may any Limited Partner sign for or bind the
Partnership. Without limiting the generality of the foregoing, and
notwithstanding anything to the contrary contained in this Agreement, the
General Partner shall have the exclusive authority to act for and on behalf
of the Partnership, and no third party shall ever be required to inquire
into the authority of the General Partner to take such action on behalf of
the Partnership. Except as expressly limited in this Agreement, the General
Partner shall have the rights, authority, and powers of general partners
with respect to the Partnership business and the Partnership Assets as set
forth in the Act as in effect upon the Effective Date of this Agreement.
The General Partner shall not be required to devote its full time and
attention to the business of the Partnership, but only such time as it deems
necessary for the proper conduct of the Partnership's affairs.
(b) The General Partner shall not be authorized to cause the Partnership
to borrow money or otherwise incur obligations for the account of the
Partnership, or pledge or encumber all or any portion of the Partnership
Assets as security for indebtedness or otherwise, without the Approval of
the Partners (as defined herein).
(c) As used in this Agreement, "Approved by the Partners", "Approval
of the Partners", and other similar capitalized terms shall mean the
approval or consent of Partners holding a majority of the Percentage
Interests in the Partnership. If any Partner or Partners holding a majority
of the Percentage Interests in the Partnership approve of, consent to, or
otherwise take any action requiring Approval of the Partners, such action
shall neither require any further polling of any other Partners, nor require
any further approval, consent, or action of any other Partners.
Section 2.02. Affiliated Transactions. The General Partner shall have
the right to cause the Partnership to enter into contracts or otherwise deal
with any Partner or affiliate of any Partner in any capacity, including,
without limitation, in connection with the financing, management, and
development of the Partnership Assets, except that the terms of any such
arrangement shall be commercially reasonable and competitive with amounts
that would be paid to third parties on an "arms-length" basis.
Section 2.03. Expenses. The Partnership shall pay or reimburse the
General Partner and the Tax Matters Partner (as defined in Section 2.05) for
all direct, out-of-pocket expenses incurred by it with respect to its duties
to the Partnership under this Agreement, including, without limitation,
salaries, in-house and outside accounting expenses, insurance premiums
attributable directly to the Partnership, in-house and outside legal fees,
and other direct costs associated with the formation and operation of the
Partnership.
Section 2.04. Exculpations; Indemnities.
(a) Neither the Partners, the Tax Matters Partner, their affiliates
nor any of their respective shareholders, officers, directors, partners,
members, managers, employees or agents (individually a "Covered Person")
shall be liable to the Partnership, any Partner, or any other person for any
act or omission (including any negligent act or omission) taken or suffered
by such Covered Person in good faith and in the belief that such act or
omission is in or is not opposed to the best interests of the Partnership,
provided, that such act or omission is not fraud, willful misconduct, or a
knowing violation of this Agreement by such Covered Person. No Covered
Person shall be liable to the Partnership, any Partner, or any other person
for any action taken by any other Partner, nor shall any Covered Person be
liable to the Partnership, any other Partner, or any other person for any
action of any employee or agent of the Covered Person, provided, such action
is within the scope of the purposes of the Partnership and the Covered
Person seeking exculpation satisfies the parameters of the preceding
sentence.
(b) To the fullest extent allowed or permitted under any provision of
applicable law, including, without limitation, the Act, the Partnership
shall indemnify, defend, and hold harmless each Partner, its affiliates and
their respective shareholders, officers, directors, partners, members,
managers, employees or agents (individually an "Indemnitee") to the extent
of the Partnership Assets, from and against any losses, expenses, judgments,
fines, settlements, and damages incurred by the Partnership or such
Indemnitee arising out of any claim based upon acts (including, without
limitation, negligent acts or omissions) performed or omitted to be
performed by the Partnership or such Indemnitee in connection with the
business of the Partnership, including, without limitation, costs, expenses,
and attorneys' fees expended in the settlement or defense of any such claim.
All decisions of the Partnership concerning any action allowed or permitted
under applicable law concerning the indemnity of any person or entity by the
Partnership shall be made as Approved by the Partners.
Section 2.05. Tax Matters Partner. The General Partner shall act as
the "Tax Matters Partner" for federal income tax purposes. The Tax Matters
Partner shall mean the Partner (a) designated as the "tax matters partner"
within the meaning of Section 6231(a)(7) of the Internal Revenue Code of
1986, as amended from time to time (or any corresponding provisions of
succeeding law, collectively the "Code") and (b) whose responsibilities as
Tax Matters Partner include, where appropriate, commencing on behalf of the
Partnership certain judicial proceedings regarding Partnership federal
income tax items and informing all Partners of any administrative or
judicial proceeding involving federal income taxes. In exercising its
responsibilities as Tax Matters Partner, the General Partner shall have the
final decision making authority with respect to all federal income tax
matters involving the Partnership. Any direct out-of-pocket expense
incurred by the Tax Matters Partner in carrying out its responsibilities and
duties under this Agreement shall be allocated to and charged to the
Partnership as an expense of the Partnership for which the Tax Matters
Partner shall be reimbursed.
ARTICLE III
FINANCING
Section 3.01. Capital Contributions.
(a) Each Partner agrees to contribute (the "Initial Capital
Contributions") to the capital of the Partnership the amount in cash set
forth on such Partner's signature page attached hereto.
(b) If at any time the General Partner determines, in its sole
discretion, that additional funds are needed for (i) any direct
out-of-pocket costs and expenses incurred by the Partnership in connection
with the formation, financing, and operation of the Partnership, or (ii) the
normal day-to-day business and affairs of the Partnership or for any other
Partnership purpose as determined in the sole discretion of the General
Partner, then from time to time the General Partner may make a written call
for such funds ("Call"). Within thirty (30) days after the General Partner
gives written notice of the Call, the Partners may, but shall not be
obligated to, make additional capital contributions to the Partnership, pro
rata in accordance with their Percentage Interests (with each such
contribution being referred to as an "Additional Capital Contribution"). If
any Partner elects not to deliver (the "Non-Contributing Partner") to the
General Partner for the use of the Partnership his or its pro rata portion
of any Call (with such portion not being contributed being referred to
herein as the "Defaulted Amount") within the time prescribed above, the
other Partners shall have the right, but not the obligation, without further
notice, to advance for his or its own Capital Account all or a portion of
the Defaulted Amount (with any Partner contributing a portion of the
Defaulted Amount being referred to as a "Contributing Partner"); provided,
however, that if more than one Partner desires to be a Contributing Partner
and to advance a portion of the Defaulted Amount, then unless otherwise
agreed among the Contributing Partners, each such Contributing Partner shall
only advance his or its pro rata portion, in accordance with relative
Percentage Interests, of the Defaulted Amount as among all Contributing
Partners. Each Partner shall have the right to contribute his or its pro
rata portion of any Additional Capital Contributions (except to the extent
such Additional Capital Contribution is provided from a New Partner as part
of his or its initial contribution to the capital of the Partnership) pro
rata in accordance with his or its then existing Percentage Interest in
order to maintain such Partner's Percentage Interest in the Partnership.
Section 3.02. Capital Accounts. The amount of a Partner's capital
account ("Capital Account") in the Partnership shall be determined in
accordance with Regulations Section 1.704-1(b)(2)(iv), including by:
(a) crediting to such account (i) all contributions to the Partnership
made by or on behalf of such Partner or his or its predecessor in interest,
including the fair market value of any property contributed (less any
liabilities assumed by the Partnership or to which any property may be
subject) and (ii) all gains and income of the Partnership allocated to such
Partner or his or its predecessor in interest; and
(b) debiting to such account (i) all distributions from the
Partnership made to or on behalf of such Partner or his or its predecessor
in interest, including the fair market value of any property distributed
(less any liabilities assumed by the Partner or to which any property may be
subject) and (ii) all losses and deductions of the Partnership allocated to
such Partner or his or its predecessor in interest.
Section 3.03. Adjustment for Fair Market Value of Assets.
(a) The value of all Partnership Assets on the books of the
Partnership shall be adjusted by the General Partner to equal their
respective Values as of each Accounting Date, or if such Accounting Date is
not a Business Day, then as of the last Business Day prior to such
Accounting Date.
(b) Immediately before any distribution under Section 6.02, the
Capital Accounts of all the Partners shall be adjusted pursuant to Section
4.04(a) to reflect the aggregate net adjustment as if the Partnership
recognized gain and loss equal to the amount of such net adjustment.
Section 3.04. Limited Liability of Limited Partners. Except as
provided in Section 4.10 but notwithstanding any other provision contained
in this Agreement to the contrary, the liability of each Limited Partner for
any of the debts, losses, or obligations of the Partnership shall be limited
to the amount of the sum of such Limited Partner's capital contributions
pursuant to Section 3.01 hereof. Accordingly, except as provided in Section
4.10, no Limited Partner shall be obligated to provide additional capital to
the Partnership or its creditors by way of contribution, loan, or otherwise
beyond the amount of the capital contributions required of such Limited
Partner pursuant to Section 3.01 hereof. Except as provided in the Act, no
Limited Partner shall have any personal liability whatsoever, whether to the
Partnership or any third party, for the debts of the Partnership or any of
its losses beyond the amount of the Limited Partner's capital contributions.
Section 3.05. Treatment of Capital Contributions. Except as provided
in this Agreement to the contrary, no Partner shall be entitled to interest
on his or its contributions to the capital of the Partnership nor shall any
Partner be entitled to demand the return of all or any part of such
contributions to the capital of the Partnership.
Section 3.06. Benefits of Agreement. Nothing in this Agreement, and,
without limiting the generality of the foregoing, in this Article III,
expressed or implied, is intended or shall be construed to give to any
creditor of the Partnership or to any creditor of any Partner or any other
person or entity whatsoever, other than the Partners and the Partnership,
any legal or equitable right, remedy, or claim under or in respect of this
Agreement or any covenant, condition, or provision herein contained, and
such provisions are and shall be held to be for the sole and exclusive
benefit of the Partners and the Partnership.
ARTICLE IV
ACCOUNTING, ALLOCATIONS, AND CURRENT DISTRIBUTIONS
Section 4.01. Percentage Interests. Except as adjusted pursuant to
Section 4.02, for purposes of allocating profits and losses in accordance
with Section 4.04 and for purposes of distributions under Section 4.09, each
Partner shall have the percentage interest in the Partnership (collectively
the "Percentage Interests" and individually, a "Percentage Interest") set
forth on such Partner's signature page attached hereto.
Section 4.02. Adjustments to Percentage Interests.
(a) If (i) any Partner elects to become a Contributing Partner under
Section 3.01(b) and contributes a share of the Defaulted Amount, (ii) more
than a de minimis contribution is made other than pro rata by Percentage
Interests, as among the Partners, (iii) a New Partner is admitted to the
Partnership in accordance with Section 5.05, or (iv) a distribution is made
to a Partner in accordance with Section 4.09(b) or 6.02 (with each such
event described in Section 4.02(a)(i), (ii), (iii) or (iv) being referred to
as an "Adjusting Event"), then the Percentage Interests of the Partners
shall be immediately adjusted such that the Percentage Interest of each
Partner equals a fraction, expressed as a percentage, in which the numerator
equals the Current Value (as defined in Section 4.02(b)) of such Partner's
interest in the Partnership, and the denominator equals the Net Value of the
Partnership Assets (as defined in Section 4.02(b)). If the Percentage
Interests of any Partners are adjusted pursuant to this Section 4.02(a), no
Partner shall have the right to modify, rectify, or undo such adjustments
thereafter, and such adjustments shall be made without the need for any
further act or writing to effect any such adjustment. Each Partner hereby
appoints the General Partner as his or its duly authorized agent and
attorney-in-fact for purposes of preparing and executing any amendments to
this Agreement necessary or desirable to reflect any adjustment of
Percentage Interests under this Section 4.02(a). The rights granted to any
Partner under this Section 4.02 shall be such Partner's sole and exclusive
remedy for seeking relief with respect to any Adjusting Event.
(b) For purposes of this Agreement, the "Net Value of the Partnership
Assets" shall mean the Net Value of all of the Partnership Assets at the
time the Adjusting Event occurs, as determined by the General Partner in its
sole discretion, and such Net Value of the Partnership Assets shall include
the value of the contributions made in connection with the Adjusting Event.
The "Current Value" of any Partner's interest in the Partnership shall be a
dollar amount equal to the sum of (i) an amount equal to such Partner's
Percentage Interest immediately prior to the Adjusting Event multiplied by
the Net Value of the Partnership Assets determined above excluding the net
fair market value (as determined by the General Partner) of any
contributions associated with the Adjusting Event, plus (ii) the net fair
market value (as determined by the General Partner) of any contributions
made by such Partner associated with the Adjusting Event. Each Partner's
Percentage Interest shall be immediately adjusted to reflect such valuation
by the General Partner, effective as of the date of such Adjusting Event.
Section 4.03. Tax Status and Reports.
(a) Notwithstanding any provision contained in this Agreement to the
contrary, solely for federal income tax purposes, each of the Partners
hereby recognizes that the Partnership will be subject to all provisions of
Subchapter K of the Code; provided, however, that the filing of United
States Partnership Returns of Income shall not be construed to extend the
purposes of the Partnership or expand the obligations or liabilities of the
Partners.
(b) The General Partner or, at its discretion, an accountant
("Accountant") selected by the General Partner shall prepare or cause to be
prepared all tax returns and statements, if any, that must be filed on
behalf of the Partnership with any taxing authority and shall timely file
such returns or statements.
Section 4.04. Allocations.
(a) For accounting and federal and (if any) state income tax purposes,
all income, deductions, credits, gains and losses shall be allocated to the
Partners pro rata in accordance with their respective Percentage Interests.
(b) Notwithstanding subsection (a) above, any loss or deductions
attributable to any Partnership recourse liability (as defined in
Regulations Section 1.752-1(a)(i)) ("Recourse Debt") must be specially
allocated to any Partner who bears the economic risk of loss with respect to
the Recourse Debt to which such loss or deductions are attributable. If any
allocations are made to any Partner pursuant to the foregoing sentence, then
after any allocations required by Sections 4.05 and 4.06 hereof have been
made but prior to allocations pursuant to Section 4.04(a), income shall be
allocated to such Partner until on a cumulative basis an aggregate amount of
income equal to such cumulative deductions and losses has been allocated to
each such Partner.
Section 4.05. Certain Book Value/Tax Differences. In accordance with
Section 704(c) of the Code and the applicable Regulations thereunder,
income, gain, loss, deduction, and tax depreciation with respect to any
property contributed to the capital of the Partnership, or with respect to
any property which has a book value different than its adjusted tax basis,
shall, solely for income tax purposes, be allocated among the Partners so as
to take into account any variation between the adjusted tax basis of such
property to the Partnership and the book value of such property.
Section 4.06. Minimum Gain and Income Offsets.
(a) Definitions.
(i) "Partner Minimum Gain" shall be "partner nonrecourse
debt minimum gain," as defined in Regulations Section
1.704-2(i)(2) and determined in accordance with Regulations
Sections 1.704-2(i)(3) and 1.704-2(k).
(ii) "Partner Nonrecourse Debt" has the meaning set forth in
Regulations Sections 1.704-2(b)(4) and 1.704-2(i).
(iii)"Partner Nonrecourse Deduction" has the meaning set
forth in Regulations Section 1.704-2(i).
(iv) "Partnership Minimum Gain" has the meaning set forth in
Regulations Section 1.704-2(d) and shall be determined in
accordance with the provisions of Regulations Section 1.704-2(k).
(v) "Regulations" means the temporary and permanent Income
Tax Regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding
provisions of succeeding Regulations).
(b) Minimum Gain.
(i) Notwithstanding any other provision of this Agreement to the
contrary, if the Partnership Minimum Gain on the last day of any fiscal
year is less than the Partnership Minimum Gain on the last day of the
immediately preceding fiscal year, then (before any other allocation of
Partnership items for such year under this Agreement, other than as
provided in paragraph (ii) below) there shall be specially allocated to
each Partner items of Partnership income and gain for such year (and,
if necessary, subsequent fiscal years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain
(determined in accordance with Regulations Section 1.704-2(g)). The
items to be so allocated shall be determined in accordance with
Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)(i) and (iii).
This Section 4.06(b)(i) is intended to comply with the minimum gain
chargeback requirement in Regulations Section 1.704-2(f) and shall be
interpreted consistently therewith.
(ii) Subsequent to any allocations under Section 4.06(b)(i) above,
other than allocations of gain from the disposition of property subject
to Partner Nonrecourse Debt, if Partner Minimum Gain on the last day of
any fiscal year is less than the Partner Minimum Gain on the last day
of the immediately preceding fiscal year, then, except as provided
herein, each Partner shall be specially allocated items of Partnership
income and gain for such year (and, if necessary, subsequent fiscal
years) in an amount equal to that Partner's share, if any, (determined
in accordance with Regulations Section 1.704-2(i)(4)) of the net
decrease in Partner Minimum Gain (such net decrease to be determined in
a manner consistent with the provisions of Regulations Section
1.704-2(d) and 1.704-2(g)(3)). The items to be so allocated shall be
determined in accordance with the provisions of Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2)(ii) and (iii). Notwithstanding the
foregoing, no such special allocations of income and gain shall be made
to the extent that the net decrease in Partner Minimum Gain described
above arises because the liability ceases to be Partner Nonrecourse
Debt due to a conversion, refinancing, or other change in the debt
instrument that causes it to become partially or wholly a nonrecourse
liability within the meaning of Regulations Section 1.752-1(a)(2).
This Section 4.06(b)(ii) is intended to comply with the chargeback and
other provisions of Regulations Section 1.704-2(i) and shall be
interpreted consistently therewith.
(c) Qualified Income Offset. Notwithstanding any other provision of
this Agreement, if during any fiscal year any Partner (i) is allocated
pursuant to Code Section 706(d) or Regulations Section 1.751-1(b)(2)(ii) any
loss, items of loss, deductions, or Code Section 705(a)(2)(B) expenditures,
(ii) is distributed any cash or property from the Partnership and such
distributions exceed offsetting increases to such Partner's Capital Account
that are reasonably expected to occur during such year, or (iii) receives
any other adjustment, allocation, or distribution described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) and, as a result of such
adjustment, allocation, or distribution, such Partner has a Qualified Income
Offset Amount (as hereinafter defined), then items of income and gain
(including gross income) for such fiscal year or other period (and, if
necessary, subsequent fiscal years) shall (prior to any allocation pursuant
to Section 4.04 hereof) be allocated to such Partner in an amount equal to
his Qualified Income Offset Amount; provided, however, that any allocation
of income or gain shall be required under this sentence only if and to the
extent that such Partner would have a Qualified Income Offset Amount after
all other allocations provided for in this Agreement have been tentatively
made as if Sections 4.06(b) and (c) were not contained herein. As used
herein, the term "Qualified Income Offset Amount" for a Partner means the
excess, if any, of (x) the negative balance a Partner has in its Capital
Account following the adjustment, allocation, or distribution described in
the preceding sentence, over (y) the maximum amount that it is obligated (or
is deemed to be obligated) to restore to the Partnership upon liquidation as
determined in accordance with Regulations Sections 1.704-2(f), (g), and (i).
This Section 4.06(c) is intended to satisfy the provisions of Regulations
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.
Section 4.07. Accounting.
(a) The fiscal year of the Partnership shall end on the last day of
December of each year.
(b) The books of account of the Partnership shall be kept and
maintained at all times at the principal place of business of the
Partnership or at such other place or places approved by the General
Partner. The books of account shall be maintained according to federal
income tax principles using the accrual method of accounting, consistently
applied, and shall show all items of income and expense.
(c) If requested by any Partner, the General Partner shall cause a
balance sheet of the Partnership dated as of the end of the fiscal year and
a related statement of income or loss for the Partnership for such fiscal
year to be prepared by the Accountant and furnished, at the expense of the
Partnership, to each of the Partners on an annual basis, within ninety (90)
days after the close of each fiscal year.
(d) Each Partner shall have the right at reasonable times and upon
reasonable advance notice during usual business hours to audit, examine, and
make copies of or extracts from the books of account of the Partnership.
Such right may be exercised through any agent or employee of such Partner
designated by him or it or by an independent certified public accountant
designated by such Partner. Each Partner shall bear all expenses incurred
in any examination made on behalf of such Partner.
Section 4.08. Bank Accounts. Funds of the Partnership shall be
deposited in a Partnership account or accounts in the bank or banks as
selected by the General Partner. Withdrawals from bank accounts shall only
be made by the General Partner or such other parties as may be approved by
the General Partner.
Section 4.09. Current Distributions to Partners.
(a) Except as provided in Section 6.06 in connection with the
liquidation and termination of the Partnership or as may be provided in
accordance with subsection (b) below or Section 6.02, the General Partner
shall distribute funds at such times and in such amounts as it may
determine, in its sole discretion, provided that such funds shall be
distributed by the General Partner to the Partners in accordance with their
respective Percentage Interests at the time of the distribution. The General
Partner, with Approval of the Partners, may distribute undivided interests
in Partnership Assets in-kind, provided, that such distribution shall be
otherwise made in accordance with this Section 4.09(a).
(b) Subject to subsection (c) below but notwithstanding any other
provision in this Agreement to the contrary, if requested in writing by any
Partner, the General Partner shall distribute (subject to the availability
of distributable cash as determined by the General Partner is its sole and
absolute discretion) funds to such requesting Partner in an amount equal to
the product of (i) the highest federal income tax rates for an individual
residing in the State of Texas (taking into account any offsets allowed by
one authority for taxes paid to another authority), multiplied by (ii) the
total amount of Net Income allocated to such Partner for the prior fiscal
year of the Company. The amount of the tax distribution otherwise permitted
by this Section 4.09(b) shall be reduced by the aggregate amount or value of
distributions to such Partner pursuant to Section 4.09(a) or Section 6.02
during the prior fiscal year of the Partnership, and shall otherwise be
subject to any applicable restrictions on distributions to Partners in this
Agreement, the Act, the Code, or otherwise. The General Partner shall not
cause the Partnership to incur debt in order to obtain sufficient cash to
make a tax distribution to a Partner under this Section 4.09(b).
(c) In determining the amount of funds to distribute pursuant to this
Section 4.09, the General Partner may consider such factors as the need to
allocate funds to any reserves for Partnership contingencies or any other
Partnership purposes that the General Partner deems necessary or
appropriate.
Section 4.10. Tax Withholding.
(a) If at any time requested by the General Partner, each Partner and
each Substituted Partner (as defined in Section 5.03) shall deliver to the
Partnership (i) an affidavit, certificate, or other document (in form
specified in Treasury Regulations promulgated under Sections 1441-1446 of
the Code or otherwise) in form satisfactory to the General Partner that the
applicable Partner is not a "foreign person" within the meaning of the
applicable section of the Code or otherwise subject to withholding under the
provisions of any federal, state, local, foreign or other law, (ii) a
withholding certificate issued by the United States Internal Revenue Service
("IRS") pursuant to any section of the Code under which a withholding
certificate may be issued by the IRS, (iii) any other certificate that the
General Partner may reasonably request with respect to any such laws, (iv)
any other form reasonably requested by the General Partner relating to any
Partner's status under any applicable law, and/or (v) a copy of any tax
return or similar document of the applicable Partner that the General
Partner may reasonably request with respect to any such law.
(b) To the extent that any person (including without limitation the
Partnership or the General Partner) is required by any applicable law to
withhold or to make tax payments on behalf of or with respect to amounts
distributed or distributable to, items allocated or allocable to, or
otherwise for any Partner (each a "Tax Liability"), the General Partner may
cause the Partnership to make such tax payments (each a "Tax Advance") as so
required. At least ten (10) days, if commercially possible, prior to making
a Tax Advance on behalf of or with respect to a Partner, the General Partner
shall first notify such affected Partner. All Tax Advances made or deemed
made on behalf of a Partner from any amount not otherwise distributable to
such Partner shall be deemed to be a recourse loan to such Partner by the
Partnership and shall be due and payable immediately after such Tax Advance
is made by the Partnership, and if not repaid within three (3) days after
the Tax Advance is made by the Partnership, the Tax Advance shall bear
interest beginning on such third day at a rate equal to the lesser of (i)
fifteen percent (15%) per annum or (ii) the maximum rate permitted by law
until repaid.
(c) Notwithstanding anything to the contrary contained herein or in
any other agreement between or among Partners, each Partner hereby agrees to
indemnify, defend, and hold harmless the Partnership, the General Partner,
their respective Affiliates, and any other person who directly or indirectly
makes a Tax Advance or corresponding payment on behalf of such Partner from
and against any Tax Liability of or with respect to such Partner, at any
time, and this indemnity and hold harmless provision shall survive this
Agreement and the termination of the Partnership; provided however, that the
General Partner and its Affiliates shall not be indemnified hereunder for
any Tax Liabilities to the extent any of them has withheld or withdrawn
funds from the Partnership for purposes of making Tax Advances to satisfy
such Tax Liabilities, and misappropriated or converted the funds so withheld
or withdrawn. In the event of any claimed over-withholding, such Partner
shall be limited to an action against the applicable government agencies for
refund and hereby waives any claim or right of action against the General
Partner or the Partnership on account of such withholding.
(d) A payment to the Partnership or otherwise by a Partner with
respect to any Tax Advance relating to such Partner shall not be deemed to
be a capital contribution by such Partner and will in no way be considered
in the calculations used to determine distributions under this Agreement.
The General Partner may, and is hereby authorized to, withhold from any
distributions or payments otherwise due to a Partner from the Partnership
under this Agreement the amount of any Tax Advance made on behalf of such
Partner that as of such date has neither been repaid to the Partnership nor
been previously offset hereunder, and any amount withheld under this Section
4.10 shall be deemed for all purposes of this Agreement to have been
distributed or paid to such Partner. If any Partner does not repay any Tax
Advance within thirty (30) days of the General Partner giving such Partner a
written final demand for payment, then such Partner's Percentage Interest
may be forfeited in the sole discretion of the General Partner, and each
Partner hereby grants the General Partner power of attorney, which shall
survive each Partner's disability, to execute all documents to reflect such
forfeiture; provided, however, that the applicable Partner shall remain
liable to the Partnership or other Partners, as applicable, on a recourse
basis for the full amount of the Tax Advance unpaid plus accrued, unpaid
interest. Any Partner who does not repay a Tax Advance after a written
final demand has been given by the General Partner shall pay, in addition to
the Tax Advance and applicable interest, all expenses, including without
limitation reasonable attorneys fees, incurred by the Partnership, the
General Partner, and/or any other Partner in collecting the Tax Advance plus
interest and/or pursuing any other remedy provided in this Section 4.10 and
otherwise in this Agreement.
Section 4.11. Changes in Percentage Interests. If a Partner's
Percentage Interest changes during any fiscal year, the allocations to be
made pursuant to this Agreement shall be made in accordance with Section 706
of the Code, using any convention permitted by Section 706 of the Code and
the Regulations promulgated thereunder and selected by the General Partner
so as to equitably effectuate the allocations of this Article IV.
ARTICLE V
ASSIGNMENT
Section 5.01. Prohibited Transfers. Except as specifically provided
in this Article V, no Limited Partner may sell, transfer, assign, mortgage,
hypothecate, or otherwise encumber or permit or suffer any encumbrance of
all or any part of his or its interest in the Partnership unless prior
written consent is obtained from the General Partner, and no General Partner
may sell, transfer, assign, mortgage, hypothecate, or otherwise encumber or
permit or suffer any encumbrance of all or any part of his or its interest
in the Partnership without obtaining prior written Approval of the Partners.
Any attempt so to transfer or encumber any such interest shall be null and
void, ab initio. The Partners will be excused from accepting the
performance of and rendering performance to any person other than the
Partner hereunder (including any trustee or assignee of or for such Partner)
as to whom such prior written consent has not been rendered.
Section 5.02. Further Restrictions on Transfer.
(a) In the event of any assignment or transfer permitted under this
Article, the interest so assigned or transferred shall remain subject to all
terms and provisions of this Agreement; the assignee or transferee shall be
deemed, by accepting the interest so assigned or transferred, to have
assumed all the obligations hereunder relating to the interests or rights so
assigned or transferred and shall agree in writing to the foregoing if
requested by the General Partner. Any transferee or assignee of the
interest of a Partner shall be entitled only to receive distributions
hereunder until such transferee or assignee has been admitted as a
Substituted Partner; provided, however, that such transferee or assignee
shall be subject to the Additional Capital Contribution provisions of
Article III and that the Percentage Interest of such transferee or assignee
shall be subject to reallocation pursuant to Section 4.02 in the event of an
Adjusting Event. Until such transferee or assignee (other than an existing
Partner) is admitted to the Partnership as a Substituted Partner, the
Partner transferring all or any portion of his or its interest to such
assignee or transferee shall remain primarily and directly liable for the
performance of all his or its obligations under this Agreement. After the
admission of such assignee or transferee as a Substituted Partner, such
transferor Partner shall only be primarily and directly liable under this
Agreement or otherwise for any obligations or liabilities accruing prior to
the effective time of the admission of such Substituted Partner, unless such
transferor Partner is released in writing from such obligations or
liabilities by the General Partner and such release is Approved by the
Partners.
(b) Any Partner making or offering to make a transfer of all or any
part of his or its interest in the Partnership shall indemnify and hold
harmless the Partnership and all other Partners from and against any costs,
damages, claims, suits, or fees suffered or incurred by the Partnership or
any such other Partner arising out of or resulting from any claims by the
transferee of such Partnership interest or any offerees of such Partnership
interest in connection with such transfer or offer.
Section 5.03. Substituted Partner. An assignee or transferee (other
than an existing Partner) of the interest of a Partner may be admitted as a
substitute partner ("Substituted Partner") only with the written consent of
the General Partner, which such consent shall be granted or denied in the
sole discretion of the General Partner. Unless the assignee is already a
General Partner, any assignee of a Partnership interest to whose admission
such consent is given shall become and shall have only the rights and duties
of a Limited Partner and the assigned Partnership interest shall thereafter
be a Limited Partner's interest. Upon the receipt by the General Partner of
an appropriate supplement to this Agreement pursuant to which such
Substituted Partner agrees to be bound by all the terms and provisions of
this Agreement, the General Partner shall reflect the admission of a
Substituted Partner and the withdrawal of the transferring Partner, if
appropriate, by preparing a supplemental exhibit, dated as of the date of
such admission and withdrawal, and by filing it with the records of the
Partnership. Any Substituted Partner shall, if required by the General
Partner, prior to such admission, also execute any other documents requested
by the General Partner, including, without limitation, an irrevocable power
of attorney in form satisfactory to the General Partner appointing the
General Partner as such person's attorney-in-fact with full power to
execute, swear to, acknowledge, and file all certificates and other
instruments necessary to carry out the provisions of this Agreement,
including, without limitation, such undertakings as the General Partner may
require for the payment of all fees and costs necessary to effect any such
transfer and admission. Upon admission, such Substituted Partner shall be
subject to all provisions of this Agreement in the place and stead of his
assignor as if the Substituted Partner originally was a party to this
Agreement.
Section 5.04. Basis Adjustment. The Tax Matters Partner may cause, in
its sole and absolute discretion, the Partnership to elect pursuant to
Section 754 of the Code and the Regulations thereunder to adjust the basis
of the Partnership Assets as provided by Sections 743 or 734 of the Code and
the Regulations thereunder.
Section 5.05. Admission of Additional Partners.
(a) A new Partner (each a "New Partner") may be admitted to the
Partnership by the General Partner. Such New Partner shall (i) be admitted
for fair value, as determined by the General Partner in its reasonable
discretion and in a manner consistent with the reallocation of Percentage
Interests set forth in Section 4.02 and (ii) execute an appropriate
supplement to this Agreement pursuant to which he agrees to be bound by all
the terms and provisions of this Agreement.
(b) Upon the receipt of the supplement described in Section 5.05(a),
the General Partner shall reflect the admission of the New Partner and the
reallocation of Percentage Interests in the records of the Partnership. The
admission of a New Partner shall not cause the dissolution of the
Partnership.
Section 5.06. Other Restricted Transfers. Notwithstanding any other
provision herein to the contrary, unless prior written consent is given by
the General Partner, no transfer of any interest in the Partnership may be
made to any person who is related (within the meaning of Regulations Section
1.752-4(b)) to any lender of the Partnership whose loan constitutes a
nonrecourse liability of the Partnership.
ARTICLE VI
WITHDRAWAL, DISSOLUTION, LIQUIDATION, AND TERMINATION
Section 6.01. Withdrawal. Except as provided in Section 6.02 below,
no Limited Partner shall at any time retire or withdraw from the Partnership
without obtaining the prior written consent of the General Partner and no
General Partner shall at any time retire or withdraw from the Partnership
without obtaining the prior written Approval of the Partners. Retirement or
withdrawal by any Partner in contravention of this Section 6.01 shall
subject such Partner to liability for all damages caused any other Partner
(other than a Partner who is, at the time of such withdrawal, in default
under this Agreement) by such retirement or withdrawal and the consequential
dissolution of the Partnership. Any notice of withdrawal must be in
writing.
Section 6.02. Redemption of Limited Partnership Interests. Any
Partner (a "Redeeming Partner") may, at any time and upon written notice to
the General Partner, request that the Partnership distribute to such Partner
non-cash assets of the Partnership with a value not to exceed the lesser of
(a) such Partner's pro rata portion, based on its relative Percentage
Interest, of the Net Value of the Partnership Assets, or (b) the amount of
such Partner's Capital Account, each as determined at the time of such
distribution. Any distribution under this Section 6.02 shall be made only
upon the consent of the General Partner, which consent shall not be
unreasonably withheld. Unless the General Partner's consent is withheld,
within a reasonable period following the receipt of written notice from the
Redeeming Partner the General Partner shall cause the Partnership to
distribute to the Redeeming Partner assets with a Net Value requested by the
Redeeming Partner subject to the restrictions set forth herein. The General
Partner shall observe all applicable restrictions on the transfer of such
assets and shall withhold its consent to a distribution of such assets if
such distribution would be prohibited under any applicable transfer
restriction. All costs and expenses, including, without limitation,
reasonable brokers' and attorneys' fees, incurred in connection with the
distribution of Partnership assets under this Section 6.02 shall be paid by
the Redeeming Partner. Any distribution under this Section 6.02 shall
constitute an Adjusting Event under Section 4.02(a) and the Percentage
Interests of the Partners shall be adjusted in accordance therewith. In the
event that a Redeeming Partner retains a portion of its interest in the
Partnership after such distribution, the remaining portion of such Redeeming
Partner's interest shall remain subject to the provisions of this Agreement.
In the event that a Partner's entire Capital Account is redeemed pursuant to
distributions under this Section 6.02, such Partner shall be deemed to
withdraw from the Partnership as a Partner.
Section 6.03. Dissolution of the Partnership. Notwithstanding any
provision in the Act to the contrary, the Partnership shall be dissolved
only upon the occurrence of any of the following:
(a) The withdrawal, as defined in the Act, of a General Partner,
unless:
(i) the remaining General Partner, if any, elects in writing
within ninety (90) days after such event to reconstitute the
Partnership, to continue as the General Partner, and to continue the
Partnership and its business, or
(ii) there is no remaining General Partner, then within ninety
(90) days after such event, those Limited Partners holding a majority
of the Percentage Interests in the Partnership agree to appoint in
writing a successor General Partner, as of the date of the withdrawal
of the General Partner, and agree to continue the Partnership and the
business of the Partnership, and such successor General Partner agrees
in writing to accept such election;
(b) The sale or other disposition, not including an exchange, of
substantially all of the assets of the Partnership (except under
circumstances where all or a portion of the purchase price is payable after
the closing of the sale or other disposition, in which case the Partnership
shall dissolve upon the final payment of such purchase price);
(c) December 31, 2050, unless extended by the consent of all Partners;
or
(d) Subject to any obligations of the Partnership, when Approved by
the Partners.
Section 6.04. Continuation of Partnership. If the Partnership is
continued as provided in Section 6.03, then, as of the date of withdrawal,
the General Partner with respect to which an event of withdrawal under
Section 6.03 has occurred (or his or its estate or successor in interest)
(the "Withdrawing General Partner") shall have none of the powers of a
General Partner under this Agreement or applicable law and shall have only
the rights and powers of an assignee of a Partner hereunder to share in any
Partnership profits, losses, gains, and distributions in accordance with his
or its Percentage Interest and shall have no other rights or powers of a
Partner hereunder; provided, however, that any Withdrawing General Partner
shall be subject to the Additional Capital Contribution provisions of
Article III and that the Percentage Interest of such Withdrawing General
Partner shall be subject to reallocation under Section 4.02 in the event of
any Adjusting Event.
Section 6.05. Death, etc. of a Limited Partner; Divorce of a Partner.
(a) The death, disability, withdrawal, termination (in the case of a
Limited Partner that is a partnership or a trust), dissolution (in the case
of a Limited Partner that is a corporation or limited liability company),
retirement, or adjudication as a bankrupt of a Limited Partner (the
"Withdrawing Limited Partner") shall not dissolve the Partnership, but,
subject to the provisions of Section 6.05(b), the rights of such Withdrawing
Limited Partner to share in the profits and losses of the Partnership and to
receive distributions of Partnership funds shall, upon the happening of such
an event, pass to the Withdrawing Limited Partner's estate, legal
representative, or successors in interest, as the case may be, subject to
this Agreement, and the Partnership shall continue as a limited partnership.
(b) Upon the occurrence of an event described in Section 6.05(a), the
General Partner shall, in its sole discretion, elect to either continue the
Partnership business (i) with the successors, assigns, heirs, devises,
beneficiaries, estate, or other transferee of such Withdrawing Limited
Partner (collectively, the "Distributees") as provided in Section 6.05(c) or
(ii) with the Partnership purchasing the interest of such Withdrawing
Limited Partner from all of his or its Distributees as provided in Section
6.05(d).
(c) If the General Partner elects to proceed pursuant to Section
6.05(b)(i), the Distributees of such Withdrawing Limited Partner shall
succeed to his or its interest in the Partnership, shall be admitted as
Limited Partners if approved by the General Partner in its sole discretion,
and shall be bound by the terms and provisions of the Agreement; provided,
however, if the interest of such Withdrawing Limited Partner passes, either
at the time of an occurrence described in Section 6.05(a) or subsequent
thereto, to more than one Distributee, then within sixty (60) days after the
distribution to more than one Distributee, the Distributees shall appoint
one person, firm, or corporation as the agent of and for such Distributees
(the "Agent"). Such Agent shall be responsible for collecting, receiving,
and making all payments and Additional Capital Contributions required under
this Agreement, shall vote the entire interest of the Distributees if such
vote is required by this Agreement, the Act, or applicable law and shall
perform all other obligations of such Distributees performable by reason of
or arising from their interest in the Partnership as Limited Partners;
provided, that the Agent shall not be admitted as a Partner of the
Partnership nor shall such Agent be entitled to exercise any voting rights
hereunder unless such rights are approved by the General Partner in its sole
discretion. All payments and/or disbursements due to the Distributees for
or arising from their interest in the Partnership shall be deemed to have
been validly made to such Distributees by paying the same to such Agent. In
the event that the Distributees for any reason fail to designate such agent
in writing in the manner and within the time prescribed and fail to cure
such default after ten (10) days written notice from the General Partner to
correct such default, the General Partner shall retain any funds or property
otherwise distributable to such Distributees under this Agreement and shall
appoint an Agent of and for the Distributees. To the fullest extent allowed
by applicable law, the defaulting Distributees will indemnify, defend, and
hold harmless such Agent, the General Partner, and the Partners from and
against any losses, expenses, judgments, fines, settlements, and damages
incurred by any of them with respect to the provisions of this Section
6.05(c).
(d) If the General Partner elects to proceed pursuant to Section
6.05(b)(ii), then the General Partner shall cause the Partnership to
purchase the interest of such Withdrawing Limited Partner in the Partnership
from his or its Distributees at a price equal to the Current Value of such
interest, determined as though the effective date of the withdrawal of such
Withdrawing Limited Partner were an Adjusting Event.
(e) If, upon the divorce of any individual Partner, the spouse of any
such Partner receives an interest in the Partnership pursuant to the terms
of any divorce property settlement agreement, divorce decree, or otherwise,
then the Partnership shall have the right, as determined by the General
Partner, to purchase the interest of such spouse in the Partnership at a
price equal to the Current Value of such interest, determined as though the
effective date of such divorce were an Adjusting Event.
Section 6.06. Liquidation and Termination of the Partnership.
(a) Upon dissolution of the Partnership unless continued pursuant to
Section 6.03, the Partnership shall be terminated as rapidly as business
circumstances will permit. At the direction of the General Partner, or a
Partner Approved by the Partners if the dissolution of the Partnership is
caused by the withdrawal of the General Partner (the General Partner or the
other Partner, as the case may be, being herein called the "Terminating
Partner"), a full accounting of the assets and liabilities of the
Partnership shall be taken and a statement of the Partnership Assets and a
statement of each Partner's Capital Account shall be furnished to all
Partners as soon as is reasonably practicable. The Terminating Partner
shall take such action as is necessary so that the Partnership's business
shall be terminated, its liabilities discharged, and its assets distributed
as hereinafter described. The Terminating Partner may sell all of the
Partnership Assets or, if Approved by the Partners, distribute the
Partnership Assets in kind by distributing to each Partner an undivided
interest in each such Partnership Asset; provided, however, that the
Terminating Partner shall ascertain the Net Value of the Partnership Assets
by appraisal or other reasonable means of all Partnership Assets remaining
unsold and each Partner's Capital Account shall be charged or credited, as
the case may be, as if such Partnership Assets had been sold at the Net
Value of the Partnership Assets and the income, gains, losses, deductions,
and credits realized thereby had been allocated to the Partners in
accordance with Article IV hereof. A reasonable period of time shall be
allowed for the orderly termination of the Partnership to minimize the
normal losses of a liquidation process.
(b) After the payment of all expenses of liquidation and of all debts
and liabilities of the Partnership in such order or priority as provided by
law (including any debts or liabilities to Partners, who shall be treated as
secured or unsecured creditors, as may be the case, to the extent permitted
by law, for sums loaned to the Partnership, if any, as distinguished from
capital contributions) and after all resulting items of Partnership income,
gain, credit, loss, or deduction are credited or debited to the Capital
Accounts of the Partners in accordance with Articles III and IV hereof, all
remaining Partnership Assets shall then be distributed among the Partners in
accordance with their relative positive Capital Account balances. Upon
termination, a Partner may not demand and receive cash in return for such
Partner's capital contributions and no Partner shall have any obligation to
restore any deficit that may then exist in that Partner's Capital Account.
Section 6.07. General Partners Not Personally Liable. No General
Partner nor any affiliate of any General Partner shall be personally liable
for the return of the Capital Contributions of any Partner, and such return
shall be made solely from available Partnership Assets, if any, and each
Limited Partner hereby waives any and all claims it may have against any
General Partner or any such affiliate in this regard.
Section 6.08. Provisions Cumulative. All provisions of this Agreement
relating to the dissolution, liquidation, and termination of the Partnership
shall be cumulative to the extent not inconsistent with other provisions
herein; that is, the exercise or use of one of the provisions hereof shall
not preclude the exercise or use of any other provision of this Agreement to
the extent not inconsistent therewith.
ARTICLE VII
GENERAL
Section 7.01. Competing Business. Notwithstanding anything to the
contrary contained in or inferable from this Agreement, the Act, or any
other statute or principle of law, neither the Partners nor any of their
shareholders, directors, officers, employees, partners, agents, family
members, or affiliates (each a "Partner Affiliate") shall be prohibited or
restricted in any way from investing in or conducting, either directly or
indirectly, and may invest in and/or conduct, either directly or indirectly,
businesses of any nature whatsoever, including the ownership and operation
of businesses or properties similar to or in the same geographical area as
those held by the Partnership. Any investment in or conduct of any such
businesses by a Partner or any Partner Affiliate shall not give rise to any
claim for an accounting by the other Partners or the Partnership or any
right to claim any interest therein or the profits therefrom.
Section 7.02. LIMITED PARTNER REPRESENTATIONS. NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EACH LIMITED PARTNER
HEREBY REPRESENTS AND WARRANTS TO THE PARTNERSHIP, THE GENERAL PARTNER, AND
TO EACH OFFICER, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, AND AGENT OF THE
GENERAL PARTNER THAT: (a) THE INTEREST IN THE PARTNERSHIP OF SUCH LIMITED
PARTNER IS ACQUIRED FOR INVESTMENT PURPOSES ONLY FOR HIS OR ITS OWN ACCOUNT
AND NOT WITH A VIEW TO OR IN CONNECTION WITH ANY DISTRIBUTION, REOFFER,
RESALE, OR OTHER DISPOSITION NOT IN COMPLIANCE WITH THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE "1933 ACT")
AND APPLICABLE STATE SECURITIES LAWS; (b) SUCH LIMITED PARTNER, ALONE OR
TOGETHER WITH HIS OR ITS REPRESENTATIVES, POSSESSES SUCH EXPERTISE,
KNOWLEDGE, AND SOPHISTICATION IN FINANCIAL AND BUSINESS MATTERS GENERALLY,
AND IN THE TYPE OF TRANSACTIONS IN WHICH THE PARTNERSHIP PROPOSES TO ENGAGE
IN PARTICULAR, THAT HE OR IT IS CAPABLE OF EVALUATING THE MERITS AND
ECONOMIC RISKS OF ACQUIRING AND HOLDING HIS OR ITS PARTNERSHIP INTEREST, AND
THAT HE OR IT IS ABLE TO BEAR ALL SUCH ECONOMIC RISKS NOW AND IN THE FUTURE;
(c) SUCH LIMITED PARTNER HAS HAD ACCESS TO ALL OF THE INFORMATION WITH
RESPECT TO THE INTEREST ACQUIRED BY HIM OR IT UNDER THIS AGREEMENT THAT HE
OR IT DEEMS NECESSARY TO MAKE A COMPLETE EVALUATION THEREOF AND HAS HAD THE
OPPORTUNITY TO QUESTION THE GENERAL PARTNER CONCERNING SUCH INTEREST; (d)
SUCH LIMITED PARTNER'S DECISION TO ACQUIRE HIS OR ITS INTEREST FOR
INVESTMENT HAS BEEN BASED SOLELY UPON THE EVALUATION MADE BY HIM OR IT; (e)
SUCH LIMITED PARTNER IS AWARE THAT HE OR IT MUST BEAR THE ECONOMIC RISK OF
HIS OR ITS INVESTMENT IN THE PARTNERSHIP FOR AN INDEFINITE PERIOD OF TIME
BECAUSE INTERESTS IN THE PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE 1933
ACT OR UNDER THE SECURITIES LAWS OF ANY STATES, AND, THEREFORE, CANNOT BE
SOLD UNLESS SUCH INTERESTS ARE SUBSEQUENTLY REGISTERED UNDER THE 1933 ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE; (f) SUCH LIMITED PARTNER IS AWARE THAT ONLY THE PARTNERSHIP
CAN TAKE ACTION TO REGISTER SUCH INTEREST IN THE PARTNERSHIP AND THE
PARTNERSHIP IS UNDER NO SUCH OBLIGATION AND DOES NOT PROPOSE TO ATTEMPT TO
DO SO; AND (g) SUCH LIMITED PARTNER IS AWARE THAT THIS AGREEMENT PROVIDES
RESTRICTIONS ON THE ABILITY OF A LIMITED PARTNER TO SELL, TRANSFER, ASSIGN,
MORTGAGE, HYPOTHECATE, OR OTHERWISE ENCUMBER HIS OR ITS INTEREST IN THE
PARTNERSHIP.
Section 7.03. Notice.
(a) All notices, demands, or requests provided for or permitted to be
given pursuant to this Agreement must be in writing.
(b) All notices, demands, and requests to be sent to a Partner, any
Distributee(s) (or their Agent) of the interest of a Partner, or any
Substituted Partner pursuant to this Agreement shall be deemed to have been
properly given or served if: (i) personally delivered, (ii) deposited
prepaid for next day delivery by Federal Express, or other similar overnight
courier services, addressed to such Partner, (iii) deposited in the United
States mail, addressed to such Partner, prepaid and registered or certified
with return receipt requested, or (iv) transmitted via telecopier or other
similar device to the attention of such Partner, all at the address or
telecopy number for such Partner set forth on such Partner's signature page
attached hereto (as may be changed in accordance with subsection (d) below).
(c) All notices, demands, and requests so given shall be deemed
received: (i) when personally delivered, (ii) twenty-four (24) hours after
being deposited for next day delivery with an overnight courier, (iii)
forty-eight (48) hours after being deposited in the United States mail, or
(iv) twelve (12) hours after being telecopied or otherwise transmitted and
receipt has been confirmed.
(d) The Partners, any Substituted Partners, and their respective
Distributee(s)(or their Agent) shall have the right from time to time, and
at any time during the term of this Agreement, to change their respective
addresses and each shall have the right to specify as his or its address any
other address within the United States of America by giving to the other
parties at least thirty (30) days written notice thereof, in the manner
prescribed in Section 7.03(b); provided, however, that to be effective, any
such notice must be actually received (as evidenced by a return receipt).
(e) All distributions to any Partner shall be made at the address to
which notices are to be sent unless otherwise specified in writing by such
Partner.
Section 7.04. Amendments. Amendments and supplements may be made to
or restatements made of this Agreement or the Certificate of Limited
Partnership (or any exhibits or schedules attached to any of them), from
time to time by the General Partner, without the consent of any of the other
Partners, to admit Substituted Partners, to reflect the removal and
replacement of the General Partner, to reflect adjustments to the Percentage
Interests of the Partners following an Adjusting Event, to reflect other
transfers, assignments, admissions, withdrawals, conversions, or removals
authorized by this Agreement, or to effect any non-material amendments to
this Agreement or the Certificate of Limited Partnership. Any and all other
amendments to this Agreement and the Certificate of Limited Partnership may
be made upon the approval of those Partners holding ninety percent (90%) of
the Percentage Interests in the Partnership.
Section 7.05. Powers of Attorney. Each Limited Partner hereby
constitutes and appoints the General Partner, with full power of
substitution, as his or its true and lawful attorney-in-fact and empowers
and authorizes such attorney, in the name, place, and stead of such Limited
Partner, to make, execute, sign, swear to, acknowledge, and file in all
necessary or appropriate places all documents (and all amendments or
supplements to or restatements of such documents necessitated by valid
amendments to or actions permitted under this Agreement) relating to the
Partnership and its activities, including, without limitation: (a) any
amendments to this Agreement approved as provided herein, (b) the
Certificate of Limited Partnership and any amendments thereto, under the
laws of the State of Texas or in any other state or jurisdiction in which
such filing is deemed advisable by the General Partner, (c) any
applications, forms, certificates, reports, or other documents, or
amendments thereto which may be requested or required by any federal, state,
or local governmental agency, securities exchange, securities association,
self-regulatory organization, or similar institution and which are deemed
necessary or advisable by the General Partner, (d) any other instrument
which may be required to be filed or recorded in any state or county or by
any governmental agency, or which the General Partner deems advisable to
file or record, including, without limitation, certificates of assumed name
and documents to qualify foreign limited partnerships in other
jurisdictions, (e) any documents which may be required to effect the
continuation of the Partnership, the admission of New Partners, Substituted
Partners, or Distributees, the withdrawal of any Partner, the purchase of
the interest in the Partnership of any ex-spouse of a Partner, or the
dissolution and termination of the Partnership, (f) any and all reports,
schedules, certificates, forms and other documents, including, but not
limited to, Schedules 13D and 13F, Forms 3 and 4, and any other such forms
as may be required to be filed by the Partnership under the Securities
Exchange Act of 1934, Federal Reserve U-1s, notes, drafts, credit or loan
agreements, financing statements, security agreements, bank resolutions, and
any and all other documents and instruments as may be necessary or desirable
in the sole discretion of the attorney so acting, all in carrying out the
purposes of the Partnership, (g) making certain elections contained in the
Code or state law governing taxation of limited partnerships, and (h)
performing any and all other ministerial duties or functions necessary for
the conduct of the business of the Partnership. Each Limited Partner hereby
ratifies, confirms, and adopts as his own, all actions that may be taken by
such attorney-in-fact pursuant to this Section 7.05. Each Limited Partner
acknowledges that this Agreement permits certain amendments to be made and
certain other actions to be taken or omitted to be taken by less than all of
the Partners if approved in accordance with the provisions hereof. By their
execution hereof, each Limited Partner also grants the General Partner a
power of attorney to execute any and all documents necessary to reflect any
action that is approved in accordance with the provisions hereof. This
power of attorney is coupled with an interest and shall continue
notwithstanding the subsequent incapacity or death of the Limited Partner.
Each Limited Partner shall execute and deliver to the General Partner an
executed and appropriately notarized power of attorney in such form
consistent with the provisions of this Section 7.05 as the General Partner
may request.
Section 7.06. GOVERNING LAWS AND VENUE. THIS AGREEMENT IS MADE IN
FORT WORTH, TARRANT COUNTY, TEXAS, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTNERS HEREUNDER SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ALL MATTERS LITIGATED BY,
AMONG, OR BETWEEN ANY OF THE PARTNERS THAT INVOLVE THIS AGREEMENT, THE
RELATIONSHIP OF THE PARTNERS, OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER
SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANT COUNTY, TEXAS.
Section 7.07. Rule of Construction. The general rule of construction
for interpreting a contract, which provides that the provisions of a
contract should be construed against the party preparing the contract, is
waived by the parties. Each party acknowledges that he or it was
represented by separate legal counsel in this matter who participated in the
preparation of this Agreement or he or it had the opportunity to retain
counsel to participate in the preparation of this Agreement but chose not to
do so.
Section 7.08. Entire Agreement. This Agreement, including all
exhibits to this Agreement and, if any, exhibits to such exhibits, contains
the entire agreement among the parties relative to the matters contained in
this Agreement.
Section 7.09. Waiver. No consent or waiver, express or implied, by
any Partner to or for any breach or default by any other Partner in the
performance by such other Partner of his or its obligations under this
Agreement shall be deemed or construed to be a consent or waiver to or of
any other breach or default in the performance by such other Partner of the
same or any other obligations of such other Partner under this Agreement.
Failure on the part of any Partner to complain of any act or failure to act
of any of the other Partners or to declare any of the other Partners in
default, regardless of how long such failure continues, shall not constitute
a waiver by such Partner of his or its rights hereunder.
Section 7.10. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other persons or circumstances shall not
be affected thereby, and the intent of this Agreement shall be enforced to
the greatest extent permitted by law.
Section 7.11. Binding Agreement. Subject to the restrictions on
transfers and encumbrances set forth in this Agreement, this Agreement shall
inure to the benefit of and be binding upon the undersigned Partners and
their respective legal representatives, successors, and assigns. Whenever,
in this Agreement, a reference to any party or Partner is made, such
reference shall be deemed to include a reference to the legal
representatives, successors, and assigns of such party or Partner.
Section 7.12. Tense and Gender. Unless the context clearly indicates
otherwise, the singular shall include the plural and vice versa. Whenever
the masculine, feminine, or neuter gender is used inappropriately in this
Agreement, this Agreement shall be read as if the appropriate gender was
used.
Section 7.13. Captions. Captions are included solely for convenience
of reference and if there is any conflict between captions and the text of
this Agreement, the text shall control.
Section 7.14. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original for all
purposes and all of which when taken together shall constitute a single
counterpart instrument. Executed signature pages to any counterpart
instrument may be detached and affixed to a single counterpart, which single
counterpart with multiple executed signature pages affixed thereto
constitutes the original counterpart instrument. All of these counterpart
pages shall be read as though one and they shall have the same force and
effect as if all of the parties had executed a single signature page.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
GENERAL PARTNER
CTP, INC., a Delaware corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $80,000.00
Percentage Interest: 1.000%
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
CULMEN INVESTMENTS, L.P., a Texas
limited partnership
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: MPK Equities Incorporated,
Suite 1955 general partner
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Tax ID#: President
Initial Capital Contribution: $6,445,001.00
Percentage Interest: 80.5625125%
The above-named Limited Partner hereby is admitted to the Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $1,000,000.00
Percentage Interest: 12.5%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $100,000.00
Percentage Interest: 1.25%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
PRIME PARTNERS ASSET INC.
By: /s/ ▇▇▇▇▇ Fu-▇▇▇
▇▇▇▇▇ Fu-Hua, Director
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $100,000.00
Percentage Interest: 1.25%
The above-named Limited Partner hereby is admitted to the Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $100,000.00
Percentage Interest: 1.25%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $25,000.00
Percentage Interest: 0.3125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $25,000.00
Percentage Interest: 0.3125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $25,000.00
Percentage Interest: 0.3125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
▇▇▇▇▇▇ ▇. ▇▇▇▇, III
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $25,000.00
Percentage Interest: 0.3125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $25,000.00
Percentage Interest: 0.3125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $10,000.00
Percentage Interest: 0.125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $10,000.00
Percentage Interest: 0.125%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇ ▇▇▇▇
Austin M. Long, III
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $8,333.00
Percentage Interest: 0.1041625%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $8,333.00
Percentage Interest: 0.1041625%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $8,333.00
Percentage Interest: 0.1041625%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
The undersigned has executed and delivered this Limited Partnership
Agreement of Culmen Technology Partners, L.P. in Fort Worth, Texas, to be
effective as of the Effective Date.
LIMITED PARTNER
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone:
Fax:
Tax ID#:
Initial Capital Contribution: $5,000.00
Percentage Interest: 0.0625%
The above-named Limited Partner hereby is admitted to the
Partnership.
CTP, Inc., general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President