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Exhibit 3.55
THE PARTNERSHIP INTERESTS REPRESENTED BY
THIS LIMITED PARTNERSHIP AGREEMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY STATE
SECURITIES ACTS, IN RELIANCE UPON
EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER
DISPOSITION OF THE PARTNERSHIP INTERESTS IS
PROHIBITED UNLESS SUCH SALE OR
DISPOSITION IS MADE IN COMPLIANCE WITH ALL
SUCH APPLICABLE ACTS. ADDITIONAL
RESTRICTIONS ON TRANSFER OF THE PARTNERSHIP
INTERESTS ARE SET FORTH IN THIS
AGREEMENT.
AGREEMENT
OF
LIMITED PARTNERSHIP
OF
VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP
THIS
AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is entered into
by
and among Valor Telecommunications
Enterprises, LLC, a Delaware limited
liability company, as general partner (the
"General Partner"), and Valor
Telecommunications Holding, LLC, a Delaware
limited liability company, as
limited partner (the "Limited Partner").
Such parties are individually referred
to as a "Partner" and collectively as the
"Partners."
Certain terms
used in this Agreement are defined in Article II hereof.
ARTICLE I
GENERAL
1.1
Formation.
Subject to the provisions of this Agreement (the
"Agreement"), the Partners hereby form
Valor Telecommunications Corporate Group,
LP (the "Partnership"), as a limited
partnership pursuant to the provisions of
the Texas Revised Limited Partnership Act
(the "Texas Act"), Article 6132a-1 of
Title 105 of the Texas Revised Civil
Statutes, as it may be amended from time to
time, and any successor to such Act. Except
as expressly provided herein, the
rights and obligations of the Partners and
the administration and termination of
the Partnership shall be governed by the
Texas Act.
1.2
Purpose. The
purposes and businesses of the Partnership shall be to
engage in the provision of telephone, data
transmission and other
communication-related endeavors and to
engage in such other activities as
lawfully conducted by limited partnerships.
Any or all of the foregoing
activities may be conducted directly by the
Partnership or indirectly through
another partnership, joint venture, or
other arrangement.
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1.3
Term. The
Partnership shall continue in existence until the close of
Partnership business on December 31, 2050,
or until the earlier termination of
the Partnership in accordance with the
provisions of Section 7.1 of this
Agreement.
1.4
Registered
Office and Principal Office of Partnership; Addresses of
Partners.
(a) Partnership
Offices. The registered office of the Partnership
in the State of Texas shall be 800 Brazos,
Austin, Texas 78701, and its
registered agent for service of process on
the Partnership at such registered
office shall be Corporation Service Company
dba CSC-Lawyers Incorporating
Service Company, or such other registered
agent as the General Partner may from
time to time designate. The principal
office of the Partnership shall be 600 E.
Las Colinas Blvd., #1900, Irving, Texas
75039, or such other place as the
General Partner may from time to time
designate. The Partnership may maintain
offices at such other place or places as
the General Partner deems advisable.
(b) Addresses of
Partners. The address of each Partner shall be
the address of such Partner as set forth in
Section 8.2 hereof.
ARTICLE II
DEFINITIONS
The following definitions shall apply to the terms used in this
Agreement, unless otherwise clearly
indicated to the contrary in this Agreement.
"Adjusted Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in
such Partner's capital account as of
the end of the relevant fiscal year, after
giving effect to the following
adjustments: (a) any amounts that such
Partner is, or is deemed to, be obligated
to restore pursuant to Section
1.704-1(b)(2)(ii)(c) of the Regulations, the
penultimate sentence of Section
1.704-2(g)(1) of the Regulations, or the
penultimate sentence of Section
1.704-2(i)(5) of the Regulations, shall be
credited to such Capital Account; and (b)
the items described in Sections
1.704-1(b)(2)(ii)(d)(4), (5), and (6) of
the Regulations shall be debited to
such Capital Account. The foregoing
definition of Adjusted Capital Account
Deficit is intended to comply with the
provisions of Section
1.704-1(b)(2)(ii)(d) of the Regulations and
shall be interpreted consistently
therewith.
"Code" means the Internal Revenue Code of 1986, as amended and
in
effect from time to time.
"General Partner" means Valor Telecommunications Enterprises, LLC,
a
Delaware limited liability company, and its
successors assigns.
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"Limited Partner" means Valor Telecommunications Holding, LLC,
a
Delaware limited liability company and its
successors and assigns.
"Partnership Interest" means the interest acquired by a Partner
in
the Partnership, including, without
limitation, such Partner's right: (a) to an
allocable share of the profits, losses,
deductions, and credits of the
Partnership; (b) to a distributive share of
the assets of the Partnership; (c)
if a Limited Partner, to vote on those
matters described in this Agreement; and,
(d) if a General Partner, to manage and
operate the Partnership in accordance
with the Texas Act and this Agreement.
"Percentage Interest" means the percentage set forth opposite
each
Partner's name on SCHEDULE "A" to this
Agreement, as such SCHEDULE "A" may be
amended from time to time in accordance
with this Agreement.
"Person" means an individual or a corporation, partnership,
trust,
estate, unincorporated organization,
association, or other entity.
"Profits" and "Losses" mean, for each fiscal year or other
period,
an amount equal to the Partnership's
taxable income or loss for such fiscal year
or period, determined in accordance with
Code Section 703(a) (for this purpose,
all items of income, gain, loss or
deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss),
with the following adjustments:
(i) Income of
the Partnership that is exempt from federal income
tax and
not otherwise taken into account in computing Profits and
Losses
shall be
added to such taxable income or loss;
(ii) Any expenditures
of the Partnership described in Code Section
705(a)(2)(B), or treated as Code Section 705(a)(2)(B)
expenditures
pursuant
to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
taken into
account in computing Profits and Losses shall be subtracted
from such
taxable income or loss;
(iii) If the book value of any partnership asset is adjusted,
the
amount of
such adjustment shall be taken into account as gain or loss
from
the
disposition of such asset for purposes of computing Profits and
Losses;
(iv) Gain or loss
resulting from any disposition of property with
respect to
which gain or loss is recognized for federal income tax
purposes
shall be computed by reference to the book value of the
property
disposed
of, notwithstanding that the adjusted tax basis of such
property
differs
from its book value;
(v) In lieu of
the deduction for depreciation, cost recovery or
amortization taken into account in computing such taxable income or
loss,
there
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shall be
taken into account Book Depreciation as defined below. "Book
Depreciation" for any assets means for any fiscal year or other
period an
amount
that bears the same ratio to the Book Value of that asset at
the
beginning
of such fiscal year or other period as the federal income tax
depreciation, amortization or other cost recovery deduction
allowable for
that asset
for such year or other period bears to the adjusted tax basis
of that
asset at the beginning of such year or other period. If the
federal
income tax depreciation, amortization or other cost recovery
deduction
allowable for any asset for such year or other period is zero,
then Book
Depreciation for that asset shall be determined with reference
to such
beginning Book Value using any reasonable method selected by
the
General
Partner; and
(vi) Notwithstanding
any other provision of this definition, any
items that
are specially allocated pursuant to Section 3.2(d) shall not be
taken into
account in computing Profits and Losses.
"Regulations" means the Department of Treasury Regulations
promulgated under the Code, as amended in
effect (including corresponding
provisions of succeeding regulations).
ARTICLE III
FINANCIAL MATTERS
3.1
Capital
Contributions. The General Partner and the Limited Partner
shall contribute capital to the Partnership
in the form of cash and other assets
as follows:
(a) As its
initial capital contribution to the Partnership, the
General Partner and the Limited Partner
shall contribute capital to the
Partnership in the form of cash in the
amount set forth in SCHEDULE "B" attached
hereto.
(b) If at any
time and from time to time during the term hereof,
capital over and above the amount
contributed by the Partners is required for
the Partnership, as determined by the
General Partner, then each Partner shall
contribute, within ten (10) days after
written notice thereof from the General
Partner, additional capital unless
otherwise agreed by the Partners, shall be
contributed by each Partner to the Partners
in an amount equal to the product of
its respective Partnership Interest and the
total amount required in the
aforesaid notice.
(c) Each Partner
shall acquire a security interest in the other
Partner's Partnership Interest to secure
the payment of capital contributions.
If any Partner shall fail to make any
capital contribution as and when required
herein, then such Partner shall be deemed
to be in default hereunder.
Thereafter, the non-defaulting Partners
shall be entitled to contribute such
defaulting Partner's capital contribution
and then to foreclose their respective
security interest in such defaulting
Partner's Partnership Interest by payment
to such Partner of the sum equal to the
then-current positive balance of its
capital account, less the amount of the
capital contribution which caused the
default.
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3.2
Allocations of
Profits and Losses.
(a) Allocation
of Profits. After giving effect to the allocations
set forth in Section 3.2(d), Profits shall
be allocated to the Partners in the
following manner:
(i) First, to
the Partners with negative capital account
balances in the minimum amounts necessary to eliminate their
negative capital account balances; provided, however, that if
there
are insufficient Profits to eliminate each Partner's negative
capital account balance, Profits shall be allocated first in
the
minimum amounts necessary to cause the Partners' negative
capital
account
balances and then to Partners with negative capital account
balances in that ratio; and
(ii) Next, to the
Partners in proportion to their Percentage
Interests.
(b) Allocation
of Losses. After giving effect to the allocations
set forth in Section 3.2(d), and subject to
the limitation set forth in Section
3.2(c), Losses shall be allocated to the
Partners in the following manner:
(i) First, to
each Partner in proportion to their positive
capital account balances until such positive account balances
have
been eliminated; and
(ii) Next, to the
Partners in proportion to their Percentage
Interests.
(c) Limitation
on Loss Allocations. The Losses allocated pursuant
to Section 3.2(b) hereof and the next
sentence of this Section 3.2(c) to any
Partner shall not exceed the maximum amount
of Losses that may be allocated to
such Partner without causing such Partner
to have an Adjusted Capital Account
Deficit at the end of such fiscal year. All
Losses in excess of the limitation
in this Section 3.2(c) shall be allocated
solely to the other Partners in
proportion to their respective Percentage
Interests. If no other Partner may
receive an additional allocation of Losses
pursuant to the preceding sentence of
this Section 3.2(c), such additional Losses
not allocated pursuant to Section
3.2(b) of this Agreement to or the
preceding sentence shall be allocated solely
to the General Partner.
(d) Special
Allocations. Notwithstanding the preceding provisions
of this Section 3.2, the General Partner is
authorized to make any allocations
required by Section 1.704-1 or 1.704-2 of
the Regulations in order to ensure
that the allocations of profits, losses,
deductions and credits pursuant to this
Agreement are respected for federal income
tax purposes.
(e) Tax
Allocations. In accordance with Section 704(c) of the Code
and the Regulations thereunder, income,
gain, loss and deductions with respect
to any property contributed to the capital
of the Partnership shall, solely for
tax purposes, be allocated among the
Partners so as to take account of any
variation between the adjusted basis of
such property to the Partnership for
federal income tax purposes and its fair
market value when contributed to the
Partnership. For federal income tax
purposes, every item of income, gain, loss
and deduction shall be allocated among the
Partners in accordance with the
allocations under this Section 3.2.
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3.3
Distributions,
The General Partner may, in its sole discretion,
review the Partnership's accounts from time
to time to determine whether
distributions are appropriate, and make
such distributions as it may determine,
without being limited to current or
accumulated income or gains, but no such
distribution shall be made out of funds
required to make current payments on
Partnership obligations. Except to the
extent Sections 7.2 or 7.3 are
applicable, all distributions pursuant to
this Section 3.3 shall be made to the
Partners in accordance with Percentage
Interests. To the extent that any
distribution to a Partner is mistakenly in
excess of what such Partner would be
entitled to have received if such
distribution had been made to the Partners in
the correct proportion (based on its
then-current Partnership Interest), such
excess amount shall be treated as a loan by
the Partnership to such Partner,
repayable on demand. Any amounts
distributed pursuant to the immediately
preceding sentence of this Section 3.3
shall not be deemed to be distributions
for purposes of this Agreement.
3.4
Capital
Accounts.
(a) In
General.
The Partnership shall maintain for each Partner a separate
capital
account in accordance with this Section
3.4(a), which shall control the division
of assets upon liquidation of the
Partnership as provided in Section 7.2 of this
Agreement. Such capital account shall be
maintained in accordance with the
following provisions:
(i) Such capital
account shall be increased by the cash
amount and the value of all capital contributions made by such
Partner to the Partnership pursuant to this Agreement, by such
Partner's allocable share of profits and by the applicable
portion
of the amount of any Partnership liabilities assumed by the
Partner
or that are secured by any property distributed to such
Partner.
(ii) Such capital
account shall be decreased by the cash
amount and the fair market value of any property distributed to
such
Partner pursuant to Sections 3.3, 7.2 or 7.3 of this Agreement,
by
such Partner's allocable share of losses and by the amount of
any
liabilities of such Partner assumed by the Partnership or any
liabilities secured by any property contributed by such Partner
to
the Partnership.
(iii) In the event all or a portion of an interest in the
Partnership is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the capital account
of
the transferor to the extent it relates to the transferred
interest.
The foregoing provisions and the other provisions of this
Agreement
relating to the maintenance of capital
accounts are intended to comply with
Sections 1.704(b) and 1.704-2 of the
Regulations and shall be interpreted and
applied in a manner consistent with such
Regulations.
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(b) Negative
Capital Accounts. If any Partner has a deficit
balance in its capital account, such
Partner shall have no obligation to restore
such negative balance or to make any
capital contribution to
