HomeMy WebLinkAboutAgreement of Limited PartnershipTHE LIMITED PARTNERSHIP INTERESTS CREATED BY THUS AGREEMENT HAVENOT
BEENREGISTEREDUNDERTHESECURITIES ACTOF 1933ORTHE SECURITIES ACTOF
THE STATE OF TEXAS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM. THE SALE, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHERDISPOSITIONOF SUCHINTERESTS IS ALSO SUBJECTTO
CERTAIN RESTRICTIONS WHICH ARE SET FORTH IN THIS AGREEMENT OF LIMITED
PARTNERSHIP. DURING THE PERIOD IN WHICH SUCH LIMITED PARTNERSHIP
INTERESTS ARE BEING OFFERED AND SOLD BY THE ISSUER, AND FOR A PERIOD OF
NINE MONTHS FROM THE LAST SALE BY THE ISSUER OF ONE OF SUCH LIMITED
PARTNERSHIP INTERESTS, ALL RESALES OF ANY OF THE LIMITED PARTNERSHIP
INTERESTS, BY ANY PERSON, MUST BE MADE ONLY TO THE PERSONS RESIDENT,
WITHIN THE STATE OF TEXAS WITHIN THE MEANING OF RULE 147 OF THE
SECURrMSANDEXCHANGECOMMISSIONUNDERTHESECURMESACTOF 1933. NO
SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY
LIMITED PARTNERSHIP INTEREST WILL BE RECOGNIZED BY THE PARTNERSHIP
UNLESS SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION OROTHERDISPOSITION
ISMADE INCOMPLJANCE WITHALLAPPLICABLEPROVISIONSOPTHIS AGREEMENT;
OF THE SECURITIES ACT OF 1933, AS AMENDED; AND THE SECURITIES ACT OF THE
STATE OF TEXAS, AS AMENDED, INCLUDING, WITHOUT Ia IITATION,REGISTRATION
UNDER SUCH ACTS IF REQUIRED UNDER THE PROVISIONS THEREOF.
THIS AGREEMENT OF LIMITED PARTNERSHIP (hereinafter referred to as the
"Agreement"), is made effective as of August 5, 2004! by and between TDG MANAGER, L.L.C.
("General Partner"), and Alton E. Ofczat7ak, R ("Limited Partner").
1.1 formation of PnKp9 a6ia. The parties hereto hereby form, pursuant to the Texas
Revised Limited Partnership Act, Article 6132(a)-i of the Revised Civil Statutes Annotated of the
State ofTexas (hereinafter, as from time to time amended, referred to as the "Act", and includes any
successor law to the Act such as the Texas Business Organizations Code), a Limited Partnership,
which organization is hereinafter referred to as the "Partnership." The rights, duties, status and
liabilities of the Partners shall, except as hereinafter expressly stated to the contrary, be as provided
for in the Act.
1.2 Organization Certificates. The parties hereto shall execute, file, record and/or
publish the Certificate and otherdocuments conforming hereto, and take all other appropriate action
to comply with all legal requirements for the formation ofa Limited Partnership under the Act, and
for its operation in the State of Texas. The Partnership shall not conduct any business until the filing
of such Certificate.
1.3 reWV N me. The business of the Partnership shall be conducted under the
name of TDO MANAGEMENT, L.P. or such other name as the General Partner may select from
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timeto time, 'Me GeneralPartnershallpromptly execute, file, recardand/orpublishwiththeproper
offices an assumed name certificate.
1.4 The registered agent
and street address or the Partnnership in the State of Texas is: Alton . GfczaMkK A, 4060 Highway
6 South, College Station, Texas 77845. The principal place of business of the Partnership shall be
at 4060 Highway' 6 South, College Station, Texas 77845, but substitute or additional places of
business maybe established at such other locations as may, firnn time to time, be determined bythe
General Partner. All records of the Partnership required by the Act will be maintained at the
Principal Office.
1.5 M"MUM
The Partnership shall become effective upon the execution
of this Agreement andthe filing oft Certificate with the Secretary of State of the State of Texas,
and shall remain effective until the Partnership is dissolved pursuant to the Act.
1.6 Amen ment to Certificate. The General Partner shall file amendments to the
Certificate whenever required by the Act if a General Partner is unwilling or unable to sign a
required amendment to the Certificate, the amended Certificate maybe signed by any remahang or
successorGeneralPariners. Each General Partnerappointshis successorandany remaining General
Partners, if any, as his attorney in fact to sign such amended Certificate.
Whenever used in this Agreement, the terms set forth below sholl be defined as :follows:
2.1 "Additional Capital Contribution" shall mean that amount of money or other
pro ey, if any, that the Partners may contribute to the Partnership for additional capital, if any, to
be uaed for operating capital.
2.2 "Adjusted Capital Account Deficit" means, with respect to any Limited Partner,
the deficit balance, if any, in such Limited Partner's capital account as of the end of the relevant
fiscal year, after giving effect to the following adjustments:
(a) Credit to such capital account any amounts which such Limited Partner is
obligated to tectorepursusntto anyprovision ofthis Agreement or is deemed to be obligated
to restore pursuant to Section 704 of the Code and the Reg"ous thereunder, and
1.704-1(b)(2)(itIX�4), (5) (6) osuch f tide Regulations. account items described in Sections
The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the
provisions of Section 1.704-1(b)(2xii)(d) of the Regulations and shall be interpreted consistently
therewith.
2.3 "Affiliate" means, with respect to a Partner, any Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or under common control with such
Partners. The term "control," as used in this definition means, with respect to a Person that is a
eo on, the right to exercise, directly or indirectly, more than ten percent (101 of the voting
rig�attributableto the shares of the controlled corporation, and with respect to a Person that is not
a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of the controlled Person.