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EXHIBIT 99.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
▇▇▇▇▇▇ PARTNERS, L.P.
This Agreement of Limited Partnership of ▇▇▇▇▇▇ Partners, L.P. (the
"Agreement"), is entered into by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III as the general
partner (the "General Partner") and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the limited partners (the "Limited Partners"). The
General Partner and the Limited Partners shall be collectively referred to as
the "Partners" and individually as a "Partner."
In consideration of the mutual covenants set forth in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the General Partner and the Limited Partners agree as
follows:
ARTICLE I
FORMATION
1.1 AGREEMENT. The Partners hereby establish ▇▇▇▇▇▇ Partners,
L.P. as a limited partnership (the "Partnership") pursuant to the Texas Revised
Limited Partnership Act, Texas Revised Civil Statutes, Article 6132a-1 (the
"Act").
1.2 FILING. The General Partner shall execute and file on behalf of
the Partners and the Partnership an appropriate Certificate of Limited
Partnership with the Secretary of State of Texas.
1.3 OFFICE ADDRESS, REGISTERED OFFICE AND AGENT. The principal place
of business and the principal office of the Partnership will be ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or at such other place as is determined by
the General Partner. The registered agent and registered office of the
Partnership will be CT Corporation System, ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.
ARTICLE II
NAME, BUSINESS, TERM AND PARTNERSHIP INTERESTS
2.1 PARTNERSHIP NAME. The business of the Partnership shall be
conducted under the name "▇▇▇▇▇▇ Partners, L.P."
2.2 CHARACTER OF BUSINESS. The principal business of the Partnership
will be to acquire, own, hold for investment, purchase, deal in, and ultimately
to sell or otherwise dispose of securities issued by CCAIR, Inc. (the
"Securities"), and, with the unanimous written consent of the Partners, equity
securities and debt instruments issued by other issuers.
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2.3 TERM. The term of the Partnership shall be for a period of ten
years unless earlier dissolved and liquidated as provided in this Agreement.
2.4 PARTNERSHIP INTERESTS. The Partners' percentage interests in the
income, gains, losses, deductions, voting rights and distributions, as may be
affected by the terms of this Agreement (the "Partnership Interests") are as
set forth on Schedule I attached hereto, as the same may be amended from time
to time.
ARTICLE III
CAPITAL CONTRIBUTIONS
3.1 CAPITAL CONTRIBUTIONS. Upon the execution of this Agreement,
each Partner shall contribute to the Partnership the consideration set forth
opposite his name as set forth on Schedule I attached hereto. No interest
shall be paid by the Partnership by reason of any capital contribution made by
a Partner, whether consisting of property, services or cash. Except as
otherwise provided in this Agreement, each Partner shall be entitled to
withdraw from the Partnership and to demand the return of all or any part of
his or its contribution to the capital of the Partnership. The withdrawal of a
Partner from the Partnership shall not effect the dissolution of the
Partnership so long as, after such withdrawal, (i) the Partnership continues to
have at least two Partners or (ii) the Partnership has only one remaining
Partner and such remaining Partner elects to continue the business of the
Partnership and admits at least one additional Person as a Partner of the
Partnership.
3.2 ADDITIONAL CONTRIBUTIONS. No Partner shall be required to make
any additional capital contributions to the Partnership. By unanimous written
consent of the Partners, the Partners may contribute additional capital to the
Partnership in the amounts as agreed upon by the Partners and Schedule I shall
be amended to reflect such additional contributions.
3.3 CAPITAL ACCOUNTS. The Partnership shall establish and maintain a
capital account ("Capital Account") for each Partner in accordance with Section
704(b) of the Internal Revenue Code of 1986, as amended (the "Code") and
Treasury Regulations Section 1.704-1(b)(2)(iv). Except as otherwise provided
in this Agreement, the Capital Account balance of each Partner shall be
credited (increased) by (i) the amount of cash contributed by such Partner to
the capital of the Partnership, (ii) the fair market value of property
contributed by such Partner to the capital of the Partnership (net of
liabilities secured by such property that the Partnership assumes or takes
subject to under Code Section 752), and (iii) such Partner's allocable share of
Partnership income and gain (or items thereof) including income and gain exempt
from federal taxation and income and gain attributable to adjustments to
reflect book value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g), but
excluding income and gain attributable to tax items which differ as a result of
the revaluation of Partnership property as described in Regulations' Section
1.704-1(b)(4), and the Capital Account balance of each Partner shall be debited
(decreased) by (i) the amount of cash distributed to such Partner, (ii) the
fair market value of property distributed to such Partner (net of liabilities
secured by such property which the Partner assumes or takes subject to under
Code Section 752), (iii) such Partner's allocable share of expenditures of the
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Partnership described in Code Section 705(a)(2)(B), and (iv) such Partner's
allocable share of Partnership losses, depreciation and other deductions (or
items thereof) including loss and deduction attributable to adjustments to
reflect book value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g) but
excluding expenditures described in (iii) above and loss or deduction
attributable to tax items which differ as a result of the revaluation of
Partnership property as described in Regulations' Section 1.704-1(b)(4)(i) and
(ii). Notwithstanding the foregoing, a Partner's Capital Account shall not be
adjusted to reflect gain or loss attributable to the disposition of property
contributed by such Partner to the extent such Partner's Capital Account
reflected such inherent gain or loss in the property on the date of its
contribution to the Partnership.
ARTICLE IV
INCOME AND LOSSES
4.1 ACCOUNTING RECORDS. The Partnership shall keep books and
records, on the accrual basis, which shall be open for inspection and copying
by any Partner, in accordance with generally accepted accounting principles.
The fiscal year of the Partnership shall be the calendar year.
4.2 PROFITS AND LOSSES. All income, gains, losses and deductions of
the Partnership shall be allocated, for financial accounting and tax purposes,
among the Partners in accordance with their Partnership Interests.
4.3 DISTRIBUTIONS TO PARTNERS. Except upon liquidation as provided
in Section 7.2, all distributions of cash or property of the Partnership to the
Partners shall be made in accordance with their Partnership Interests. The
timing of all distributions of Partnership income and capital shall be as
unanimously agreed upon by the Partners.
4.4 SECTION 704(C) ALLOCATIONS. Notwithstanding anything to
the contrary contained herein, items of income, gain, loss and deduction with
respect to property, other than cash, contributed to the Partnership by a
Partner, shall be allocated among the Partners so as to take into account the
variation between the basis of the property to the Partnership and its fair
market value at the time of contribution as provided in Section 704(c) of the
Code and Regulations thereunder and Treasury Regulations Section
1.704-1(b)(2)(iv)(g).
4.5 LIMITATIONS ON ALLOCATIONS. Notwithstanding the provisions
contained in Sections 4.2 through 4.4 of this Agreement, should any provision
conflict with the provisions contained in Treasury Regulations Section 1.704-
1(b)(iv), the provisions of said Treasury Regulations shall apply so as to
cause the Partnership's provisions relating to allocations and distributions to
be in compliance with such Regulations.
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ARTICLE V
MANAGEMENT
5.1 POWERS AND DUTIES. The General Partner shall be responsible for
the operation and management of the business of the Partnership, and, except as
otherwise expressly provided in this Agreement, shall possess all rights and
powers generally conferred by applicable law. However, notwithstanding
anything to the contrary, no Partner, including the General Partner, has the
right or the power to do any of the following on behalf of the Partnership
unless and until the same has been authorized by the unanimous written consent
of the Partners:
(a) The merger or consolidation of the Partnership with any
other partnership, whether foreign or domestic;
(b) Any financing (including renewals, modifications or
extensions thereto) or refinancing;
(c) The issuance by the Partnership of additional Partnership
Interests;
(d) The admission to the Partnership of additional Partners;
(e) The sale or disposition of any asset of the Partnership;
and
(f) The dissolution and termination of the Partnership.
5.2 COMPENSATION OF PARTNERS. No Partner shall receive compensation
for the services it performs for the Partnership. However, each Partner shall
be reimbursed for actual substantiated expenditures incurred in administration
of the Partnership's business.
5.3 INDEMNIFICATION. Upon the determination as set forth in Section
11.06 of the Act that such indemnification is permissible under Section 11.02
of the Act, the Partnership (but not the Partners, directly or indirectly)
hereby indemnifies and holds harmless any person who is or was a Partner (and
its affiliates) against any and all losses, costs, expenses (including
reasonable attorneys' fees), penalties, taxes, fines, settlements, damages and
judgments resulting from the fact the Partner was, is or is threatened to be
named a defendant or respondent in a legal proceeding because such party was or
is a Partner in the Partnership, even if such losses, costs and expenses are
attributable to the Partner's negligence. However, this indemnification shall
only be effective if the Partner (i) acted in good faith, (ii) reasonably
believed that in instances that the Partner was acting in its official capacity
that its conduct was in the Partnership's best interest and in all other
instances that the Partner's conduct was not opposed to the Partnership's best
interests, and (iii) in a criminal proceeding, had no cause to believe its
conduct was unlawful. Notwithstanding the foregoing, this indemnification
shall not be applicable to a legal proceeding in which the Partner is found
liable for intentional misconduct, gross negligence or fraud in the performance
of the Partner's duty to the Partnership or the other Partners.
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5.4 TAX MATTERS PARTNER. The General Partner is hereby designated
the "tax matters partner" of the Partnership and is authorized and required to
represent the Partnership (at the Partnership's expense) in connection with all
examinations of the Partnership's affairs by tax authorities. The Partnership
will reimburse the General Partner for all expenses incurred by it while acting
as the "tax matters partner".
5.5 TAX RETURNS. The General Partner shall cause to be
prepared and delivered to the Partners on or before seventy-five (75) days
following the end of each fiscal year, at the expense of the Partnership, all
federal and any required state and local income tax returns for the Partnership
for the preceding fiscal year. If the Partnership's income tax returns are
audited, the General Partner shall retain, at the expense of the Partnership,
accountants and other professionals to participate in such audit in order to
contest assertions by the auditing agent that may be materially adverse to the
Partners.
5.6 BANK ACCOUNTS. The General Partner, in the name of the
Partnership, shall open and maintain a special bank account for accounts in a
bank or savings and loan association, the deposits of which are insured by an
agency of the United States government, in which shall be deposited all funds
of the Partnership. There shall be no commingling of the property and assets
of the Partnership with the property and assets of any other person.
5.7 SUBSTITUTE AND ADDITIONAL GENERAL PARTNERS. To the extent
permitted under Texas law, the General Partner may, with the consent of at
least a Majority in Interest of the Partners, at any time designate additional
Persons to be General Partners, whose interest in the Partnership shall be such
as shall be agreed upon by the General Partner and such additional General
Partners, so long as the Partnership Interest of the Limited Partners shall not
be affected thereby.
ARTICLE VI
TRANSFER OF INTERESTS
6.1 GENERAL PROHIBITION. No Partner may sell, assign, transfer,
encumber or otherwise dispose of its Partnership Interest (a "Transfer"), or
any part thereof, without the prior written consent of the other Partners.
6.2 EFFECT OF ARTICLE. Any purported Transfer of Partnership
Interest consummated in violation of this Article shall be null and void and of
no force or effect. Any transferee acquiring an interest in the Partnership
shall acquire the same subject to all the terms and provisions of this
Agreement.
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ARTICLE VII
DISSOLUTION AND LIQUIDATION
7.1 DISSOLUTION. The Partnership shall dissolve upon the expiration
of its term as set forth in Section 2.3 above, or if sooner upon the happening
of one of the following events: (a) any event which, in the unanimous opinion
of the Partners, would make it in the best interests of the Partnership to be
dissolved; (b) the bankruptcy of the General Partner; or (c) the sale of all or
substantially all of the assets of the Partnership, and the receipt of all
payments with respect to such sale.
7.2 WINDING UP. Upon dissolution, the General Partner shall proceed
diligently to wind up the business and affairs of the Partnership, allocate
income and loss among the Partners and distribute its properties and assets, if
any. Distributions to Partners upon the liquidation of the Partnership shall
be made pro rata in accordance with the Partners' positive capital account
balances. Unless the Partners unanimously agree otherwise, the proceeds
received by the Partnership from the sale of the Securities shall be
distributed to the Partners in accordance with the Partner's positive capital
account balances.
7.3 DEFICIT CAPITAL ACCOUNT BALANCES. Upon liquidation of the
Partnership, no Partner with a deficit balance in its capital account shall
have any obligation to restore such deficit balance, or to make any
contribution to the capital of the Partnership, except to the extent such
Partner is personally liable to make contributions to the capital of the
Partnership pursuant to Article III of this Agreement.
7.4 SALES.
(a) Notwithstanding any other provision herein to the
contrary, in the event a Partner has the right to request the
distribution to such Partner of Securities held by the Partnership, such
distribution will (i) be made only if permitted in accordance with the
provisions of the Securities Act of 1933, the Securities Exchange Act of
1934, any state securities laws and any rules under the foregoing (the
"Securities Laws") and then only in a manner consistent with any
requirements imposed by the Securities Laws and (ii) to the extent
required, the Securities so distributed shall remain subject to the
applicable Securities Laws.
(b) Notwithstanding any provision herein to the contrary, the
Partnership shall not be permitted to sell or distribute any of its
Securities at any time if such sale or distribution would violate any
applicable Securities Laws.
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ARTICLE VIII
MISCELLANEOUS
8.1 AMENDMENTS. This Agreement may be amended or restated by an
instrument executed by all Partners.
8.2 POWER OF ATTORNEY. The General Partner is hereby irrevocably
appointed and constituted the true and lawful attorney-in-fact for each of the
Partners, with full power and authority, on behalf and in the name of each of
the Partners, to execute, acknowledge, swear to and file any instrument
required to be filed to reflect an amendment to this Agreement. The power of
attorney granted by each of the Partners to the General Partner under this
Section 8.2 is a special power of attorney coupled with an interest and is
irrevocable, and may be exercised by the General Partner; and such power of
attorney shall survive the death or legal disability of the Partners and any
assignment or abandonment of his interest in the Partnership or his withdrawal
from the Partnership.
8.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
8.4 SUCCESSORS AND ASSIGNS. The provisions of this Agreement,
including any amendments hereto, shall be binding upon and shall inure to the
benefit of the Partners and their respective beneficiaries, legal
representatives, successors and assigns.
8.5 NOTICE OF INDEMNIFICATION. THE PARTIES TO THIS AGREEMENT HEREBY
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION
PROVISIONS PURSUANT TO SECTION 5.3.
8.6 OTHER ACTIVITIES. Any Partner may engage or possess an
interest in other business ventures of every nature and description,
independently or with others, and neither the Partnership nor any of the other
Partners shall have any right by virtue of this Agreement in and to such other
ventures or the income or property derived therefrom.
8.7 COUNTERPARTS. This Agreement, and any amendments hereto,
may be executed in counterparts, each of which shall be deemed an original, and
such counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, this Agreement was executed the 19th day of December
1996.
GENERAL PARTNER:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
LIMITED PARTNERS:
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/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SCHEDULE I
Name and Address of Partner Capital Contribution Percentage Interest
--------------------------- -------------------- -------------------
General Partner
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III 20,000 shares 3.92
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇ of Common Stock
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ of CCAIR, Inc.
Limited Partners
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III 20,000 shares 3.92
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ of Common Stock
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ of CCAIR, Inc.
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 370,200 shares 72.56
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ of Common Stock
Unit 140 of CCAIR, Inc.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 100,000 shares 19.60
rue de Percke, 127 of Common Stock _____
▇▇▇▇ ▇▇▇▇▇▇▇▇ of CCAIR, Inc.
Belgium 100%