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Exhibit
3.47
AGREEMENT OF LIMITED
PARTNERSHIP
OF
HUGHES UTILITIES,
LTD.
This Agreement of Limited
Partnership of Hughes Utilities, Ltd., a Florida limited
partnership (this “Agreement”), is entered into by and
among Hughes GP & Management, Inc., a Delaware corporation, as
general partner (the “General Partner”), and Hughes
Utilities Holdings, LLC, a Florida limited liability company, as
limited partner (the “Limited Partner”). The General
Partner and the Limited Partner are referred to collectively as the
“Partners”, and the terms “General Partner”
and “Limited Partner” shall refer also to additional
general partners and limited partners, respectively, as may become
parties to this Agreement.
The General Partner and the
Limited Partner hereby form a limited partnership pursuant to and
in accordance with the Florida Revised Uniform Limited Partnership
Act, as amended from time to time (the “Act”), and
hereby agree as follows:
1. Name . The name of
the limited partnership formed hereby is Hughes Utilities, Ltd.
(the “Partnership”).
2. Purpose . The
Partnership is formed for the object and purpose of engaging in any
lawful act or activity for which limited partnerships may be formed
under the laws of Florida.
3. Registered Office .
The registered office of the Partnership in the State of Florida is
1201 Hayes Street, Tallahassee, Florida 32301.
4. Registered Agent .
The registered agent of the Partnership at the address of the
registered office is Corporation Service Company.
5. Partners . The
names and mailing addresses of the General Partner and the Limited
Partner are as follows:
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| General
Partner : |
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Hughes GP & Management,
Inc.
One Hughes Way
Orlando, Florida 32805
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| Limited
Partner : |
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Hughes Utilities Holdings,
LLC
One Hughes Way
Orlando, Florida 32805
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6. Powers . The powers
of the General Partner include all powers, statutory and otherwise,
possessed by general partners under the laws of the State of
Florida.
7. Dissolution . The
Partnership shall dissolve, and its affairs shall be wound up, on
December 31, 2054 or at such earlier time as (a) all of the
partners of the Partnership approve in writing, (b) an event of
withdrawal of a general partner has occurred under the Act, or (c)
an entry of a decree of judicial dissolution has occurred under
Section 620.158 of the Act; provided, however, the Partnership
shall not be dissolved or required to be wound up upon an event of
withdrawal of a general partner described in Section 7(b) hereof if
(i) at the time of such event of withdrawal, there is at least one
(1) other general partner of the Partnership who carries on the
business of the Partnership (any remaining general partner being
hereby authorized to carry on the business of the Partnership), or
(ii) within ninety (90) days after the occurrence of such event of
withdrawal, all remaining partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of
the event of withdrawal, of one (1) or more additional general
partners of the Partnership.
8. Capital
Contributions . The Partners of the Partnership shall
contribute cash and property to the Partnership in the amounts and
of the type set forth across from each such partner’s name
below:
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Cash/Property
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General Partner:
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Hughes GP & Management,
Inc.
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$ |
10 |
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Limited Partner:
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Hughes Utilities Holdings,
LLC
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$ |
990 |
9. Additional
Contributions . No partner of the Partnership is required to
make any additional capital contribution to the
Partnership.
10. Allocation of Profits
and Losses and Distributions . The Partnership’s profits
and losses shall be allocated and all distributions made to the
Partners of the Partnership based upon the percentage set forth
across from each partner’s name below:
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General Partner
:
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Hughes GP & Management,
Inc.
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one
percent (1%) |
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Limited Partner
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Hughes Utilities Holdings,
LLC
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Ninety-nine percent (99%) |
2
The Limited Partnership may
issue certificates evidencing each Partner’s ownership
interest in the Limited Partnership. The total capital of the
limited partnership shall be represented by 100 limited partnership
units (“Units”). The Units represented on such
certificates shall be proportionate to the relative percentages of
profits and losses borne by the respective Partners.
11. Assignments
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(a) The Limited Partnership
may assign all or any part of its interest in the Partnership and
may withdraw from the Partnership only with the consent of the
General Partner.
(b) The General Partner may
assign all or part of its partnership interest in the Partnership
and may withdraw from the Partnership without the consent of the
Limited Partner.
12. Withdrawal .
Except to the extent set forth in Section 11, no right is
given
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