HomeMy WebLinkAbout09-00500165- 00073896LIMITED PARTNERSHIP AGREEMENT
FOR
TLS PROPERTIES, LTD.
THIS LIMITED PARTNERSHIP AGREEMENT FOR TLS PROPERTIES, LTD., is entered into
by and among TLS Operating Company, LLC, as General Partner, and the Persons or Entities who
become Limited Partners as provided herein, as those terms are defined below.
ARTICLE I
ORGANIZATIONAL MATTERS
1.1 Formation of Partnership and Governing Statute. Subject to the provisions hereof, the
General Partner and the Limited Partners hereby form the Partnership as a limited partnership under
and pursuant to the provisions of the Texas Act. The General Partner and the Limited Partners
hereby enter into this Agreement in order to set forth the rights and obligations of the Partners and
certain matters related thereto. Except as expressly provided herein to the contrary, the rights and
obligations of die Partners and the administration and termination of the Partnership shall be
governed by the Texas Act.
1.2 Name. The name of the Partnership is "TLS PROPERTIES, LTD." The business of the
Partnership may be conducted under any other name or names deemed advisable by the General
Partner. The General Partner in its sole discretion may change the name of the Partnership at any
time and from time to time.
1.3 Registered Office; Principal Office. The registered office of the Partnership in the State
of Texas shall be 770 South Post Oak Lane, Suite 390, Houston, Texas 77056 (the mailing address
HOU03 102325.1
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Il-C)61
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is: P.O. Box 22046, Houston, Texas 77227-2046) and the registered agent for service of process
on the Partnership at such registered office shall be John Douglas Smith. The principal office of the
Partnership shall be the same as the registered office, or such other place as the General Partner may
from time to time designate to the Partners. Thy Partnership may maintain offices at such other
place or places as the General Partner deems advisable in its sole discretion.
1.4 Power of Attorney.
J~ (a) Each Limited Partner hereby constitutes and appoints the General Partner and the Liquidator
(and any successor to either thereof by assignment, election or otherwise) with full power of
substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his
name, place and stead:
(i) to execute, swear to, acknowledge, deliver, file and record in the appropriate public
offices:
(A) all instruments that the General Partner or the Liquidator deems appropriate' or
necessary to reflect any amendment, change or modification of this Agreement in accordance
with its terms;
(B) all conveyances and other instruments or documents that the General Partner or the
Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the
Partnership pursuant to the terms hereof,
(C) all instruments relating to the admission or substitution of any Partner pursuant to
Article XI or X11; and
(ii) to sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers,
certificates and other instruments that the General Partner or the Liquidator deems
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H0003:102325.1
ARTICLE VI
MANAGEMENT AND OPERATION OF BUSINESS
6.1 Management.
(a) General. The General Partner shall conduct, direct and exercise full control over all activities
of the Partnership. All management powers over the business and affairs of the Partnership shall be
exclusively vested in the General Partner, and the Limited Partners shall not have any right of control
or management power whatsoever over the business and affairs of the Partnership. In addition to
the powers now or hereafter granted a general partner of a limited partnership under applicable law
or which are granted to the General Partner under any other provision of this Agreement, the General
Partner shall have full power and authority to do all things deemed necessary or desirable by it to
conduct the business of the Partnership. Notwithstanding the foregoing, without the prior written
approval of all of the Limited Partners, the General Partner shall have no authority to dispose of all
or substantially all of the Partnership's property, whether by sale, transfer, gift, or distribution to the
Partners.
(b) Each of the Partners hereby agrees that the General Partner shall be authorized to execute,
deliver and perform any agreements, acts, transactions and matters in connection with any offering
of any kind of LP Interests on behalf of the Partnership without any further act, approval or vote of
the Partners or the Partnership. The participation by the General Partner in any agreement authorized
or permitted hereunder shall not constitute a breach by the General Partner of any duty that it may
owe the Partnership or the Limited Partners hereunder or under applicable law.
6.2 Reliance by Third Parties. Notwithstanding any other provision of this Agreement, no
lender, lessee or purchaser, including any lessee or purchaser of property from the Partnership or any
other Person dealing with the Partnership, shall be required to look to the application of proceeds
hereunder or to verify any representation by the General Partner as to the extent of the interest in the
assets of the Partnership that the General Partner is entitled to encumber, lease, sell or otherwise use.
H01103:102325.1 -25-
Any such lender, lessee, or purchaser shall be entitled to rely exclusively on the representations of
the General Partner as to its authority to enter into such financing, lease or sale arrangements and
shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both
legally and beneficially. Except for any fraudulent or illegal conduct on the part of any lender,
purchaser or other person, each Limited Partner and assignee hereby waives any and all defenses or
other remedies that may be available against such lender, lessee, purchaser or other Person
attempting to contest, negate or disaffirm any action of the General Partner in connection with any
such sale or financing. In no event shall any Person dealing with the General Partner or its
representative with respect to any business or property of the Partnership be obligated to ascertain
that the terms hereof have been complied with, or to inquire into the necessity or expedience of any
act or action of the General Partner or its representative. Each contract, agreement, lease, deed,
mortgage, security agreement, promissory note or other instrument or document executed by the
General Partner or its representative with respect to any business or property of the Partnership shall
be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that
(i) at the time of the execution and delivery thereof this Agreement was in full force and effect, (ii)
such instrument or document was duly executed in accordance with the terms and provisions of this
Agreement and is binding upon the Partnership and (iii) the General Partner or its representative was
duly authorized and empowered to execute and deliver any and every such instrument or document
for and on behalf of the Partnership.
6.3 Purchase or Sale of LP Interests. The General Partner may cause the Partnership to
purchase or otherwise acquire (or may purchase or otherwise acquire on behalf of the Partnership)
LP Interests. The General Partner, however, must have the consent of sixty percent (60%) of all of
the Interests of the Limited Partners in order to purchase or otherwise acquire an interest greater than
15% of all of the outstanding LP Interest. The General Partner may also purchase and sell or
otherwise acquire and dispose of LP Interests for its own account.
i
H0003:102325.1 -26-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the z 5
of 0croBcP- , 1997, to be effective January 1, 1998.
General Partner:
TLS OPERATING COMPANY, LLC
John Dougl Smith, President
P.O. Box 22046
Houston, Texas 77227-2046
Limited Partners:
John DouglaS/~mith
P.O. Box 22046
Houston, Texas 77227-2046
LCG Y~-Z..~ ~ 1 ti'1..~ ~ •L'I1 u. ~~'''7
Diane Smith Simpson
4106 Whitman
Houston, Texas 77027
Donald Glenn Simpson
4106 Whitman
Houston, Texas 77027
H0003.102325.1 -48-
John DouglSmith, as Independent
Executor of the Estate of Sidney N.
Smith, Deceased
P.O. Box 22046
Houston, Texas 77227-2046
HOU01102325.1 -49-
CERTIFICATE OF LVI =D PARTNERSHIP
TLS PROPERTIES, LTD.
S In the FILE p`er`
ecretary oce Of M
State e
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Corp_`'~ctjon
The undersigned, pursuant to Section 2.01 of the Texas Revised Limited Partmership Act,
hereby executes the following Certificate of Limited Partnership.
1. The name of the partnership is TLS Properties, Ltd. (the "Partnership').
2. The address of the registered office of the Partnership is 770 South Post Oak Lane, Suite
390, Houston, Texas 77056.
3. The registered agent for Partnership is John Douglas Smith and the address of the
registered agent for service of process is 770 South Post Oak Lane, Suite 390, Houston,
Texas 77056.
4. The address of the principal office of the Pertnc ship in the United States whew rccards
are to be kept or madc available is 770 South Post Oak Lace, Suite 390, Houston, Texas
77056.
5. The narn of the Ccneral Partner of the Partnership is TLS Openting Company, LLC and
the address of the General Partner is-770 South Post Oak Lane, Suite 390, Houston, Texas
77056 and the mailing address: P.O. Box 22046, Houston, Texas 77127-2046.
6. No thud party dialing with the G n.eral PartliL~ shall' b-c rcq,,dred to lock to :hc a~r~rmcr~t
fording the Partnership (the "Agreemcmt") to deem incd tbt r::== of the General
Partner's authority. Any third party shall be cwt t'_ to rely or?. t" ,~c~ c rn *ier~a of the
General Partner as to the extcni of his author t;; un : ° he A~-°* eat..
Nd
E::ecuv~d on the z of 4~ <<-n ~ , 1997, to be effzc-vc the 1.t aav of
January, 1398.
C-== -21 part zn
TLS Operating Coy zany, LLC
By. John Da as Smith
Its. pl-is-ident
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Secretary n the r0
o Office of the
TLS OPERATING COMPANY, LLC DE 2 of Texas
® 1997
ARTICLES OF ORGANIZATION Corporali0
ns Sermon
The undersigned, being a natural person of the age of eighteen (18) years or more,
organizer of a limited liability company under the Texas Limited Liability Company Act (the "AceD,
does hereby adopt the following Articles of Organization for such limited liability company:
ARTICLE ONE
The name of the limited liability company is TLS Operating Company, LLC (the
"Company").
ARTICLE TWO
The Company shall continue in existence until the close of the Company's business on
December 31, 2099 or until the earlier termination of the Company in accordance with its regulations
as adopted and amended from time to time in accordance with the Act (the "Regulations").
ARTICLE THREE
The purpose for which the Company is organized is the transaction of any or all lawful
AMIL business for which limited liability companies may be organized under the Act..
ARTIC-LE FOUR
The addrass of the Company's initial registered office in the State of Te= is 770 South Fos,
Oak Lane, Suite 390, Houston, Texas 77056, and its initial registered agent at lbat address is John
Douglas Smith. The mailing address for the registered office is P.O. Box 22046, Houston, Texas
77227-2046.
ARTICLE FIVE
The powers of the C=p=y sh,-.U be . cisesi by or under the aurdwrity of a MaLage: of the
Company, and the business t nd a-faiz-s of fm! Company shall be managed under the direction of a
v sn gcr of the Company, who shall b4 erected by a majority of interest of the Mernbezs. The name
end address of the initial Manager, who shall bz desipated the "PTesid=t," is as follows:
Name
John Douglas Smith
Address
770 South Post Oak Lana, Suite 390
Houston, Texas 77056
Mailing address: P.O. Box 22046
Houston, Texas 77227-2046
HOU03:96711.1
ARTICLE SEX
The name and address of the organizes of the Company is the same as the name and address
of the initial Manager as set forth above.
ARTICLE SEVEN
The Company shall commence to do business on January 1, 1998.
IN WITNESS WHEREOF, the undersigned initial Manager and argax~zcr hits cxe=cd these
Articles of Organza: ion this ZZue day of Qse e -1)+ A4/t-, , 1997.
a ~
Dou Smith, Prmiderrt and Member
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CEB-LLC
Ae Mate of Zexas
1~$pcrrtziq of Mute
CERTIFICATE OF ORGANIZATION
OF
TLS OPERATING COMPANY, LLC
FILING NUMBER 07032336
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE CF TEXAS,
HEREBY CERTIFIES THAT THE ATTACHED AkTICLES OF ORGANIZATION FOR TH=
ABOVE NAMED COMPANY HAVE BEEN RECEIVED IN THIS OFFICE AND HAVE BEEN
FOUND TO CONFORM TO LAN.
ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY JF STATE, AND BY VIRTUE
OF THE AUTHOkITY VESTFD IN TH-- SECRETARY BY LAW, HEREBY ISSUES THIS.
CERTIFICATE OF OKGAr,IZATION.
ISSUAr4CE JF THIS, c7I}tt._3_=v+AT_it~.J3CE__N`~~_aUrtJkil_E - -
THE USE OF C COPPANY tqAME I,: Tr-iIS STATE IN VIOLATION OF THE RIGHTS OF
„riOTHEk ENTITY UNOck THE FEDERAL TRADEFSbR: ACT OF 19146, THE TE;CAS T`:rCE'iAk
L Aar 'i'HE: ASSUf"EO 81-ISIN_SS OR PROFESSIONAL P!A:tE ACT GR THE COA,-10,N
;sr
DATED DEC,. 239 1997
EFFECTIVE JAN. 11 1998
.31
A erto R. Gonzales, Secretary of State