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EXHIBIT 3.64
LIMITED PARTNERSHIP AGREEMENT
OF
KCC TELCOM, L.P.
* TRANSFER RESTRICTIONS *
THE LIMITED
PARTNERSHIP INTERESTS IN KCC TELCOM, L.P. (THE "INTERESTS") ARE
SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER TERMS AND CONDITIONS SET FORTH
IN THIS AGREEMENT. THE INTERESTS HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER (i) THE SECURITIES
LAWS OF THE STATE OF TEXAS (THE "TEXAS
ACT"), (ii) ANY OTHER STATE SECURITIES
LAWS, OR (iii) THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE
"FEDERAL ACT"). NEITHER THE INTERESTS
NOR ANY PART THEREOF MAY BE OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, SOLD,
ASSIGNED, OR TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND (1) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE
TEXAS ACT OR IN A TRANSACTION WHICH IS
EXEMPT FROM REGISTRATION UNDER THE TEXAS
ACT OR WHICH IS OTHERWISE IN COMPLIANCE
WITH THE TEXAS ACT, (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER ANY
OTHER APPLICABLE STATE SECURITIES
LAWS OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER ANY SUCH
SECURITIES LAWS OR WHICH IS OTHERWISE IN
COMPLIANCE WITH SUCH SECURITIES LAWS,
AND (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR
IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE FEDERAL ACT OR
WHICH IS OTHERWISE IN COMPLIANCE WITH THE
FEDERAL ACT.
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LIMITED PARTNERSHIP AGREEMENT
OF
KCC TELCOM, L.P.
A TEXAS LIMITED) PARTNERSHIP
THIS LIMITED
PARTNERSHIP AGREEMENT (this "Agreement") is made and entered
into as of December 31, 2002, by and among
KERRVILLE COMMUNICATIONS MANAGEMENT,
LLC, a Delaware limited liability company
("KCM"), as sole general partner, and
KERRVILLE COMMUNICATIONS ENTERPRISES, LLC,
a Delaware limited liability company
("KCE"), as a limited partner.
W I T N E S S E T H:
WHEREAS, the KCM
and KCE hereto desire to form a limited partnership under
the provisions of the Texas Revised Limited
Partnership Act as enacted in the
State of Texas ("Act") for the purposes
hereinafter described; and
WHEREAS, KCM and
KCE desire to set forth herein their respective rights,
duties and responsibilities with respect to
the Partnership;
NOW, THEREFORE,
in consideration of the premises hereof, and of the mutual
promises, obligations and agreements
contained herein, the parties hereto,
intending to be legally bound, do hereby
agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1
DEFINED TERMS. For the purposes of this Agreement, the
following defined terms shall have the
meanings ascribed thereto:
"AGREEMENT" or
"PARTNERSHIP AGREEMENT" means this Limited Partnership
Agreement.
"APPROVE,"
"APPROVED" or "APPROVAL" refers to, as to the subject matter
thereof, an express approval contained in a
written statement signed by the
appropriate parties as provided in this
Agreement.
"CAPITAL
CONTRIBUTIONS" means the aggregate and additional contributions
to
the capital of the Partnership made by each
Partner.
"ENTITY" means
any corporation, venture (general or limited), limited
partnership, limited liability company,
association, joint stock company, trust
or other business entity or
organization.
"FEDERAL ACT"
means the Federal Securities Act of 1933, as amended, and the
Federal Securities Exchange Act of 1934, as
amended, and all regulations
promulgated under either of them.
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"GENERAL
PARTNER" means KERRVILLE COMMUNICATIONS MANAGEMENT, LLC, a
Delaware limited liability company, and its
permitted successors and assigns.
"I.R.C." means
the Internal Revenue Code of 1986, Title 26 of the United
States Code, as the same may now or
hereafter be amended.
"LIMITED
PARTNER" means KERRVILLE COMMUNICATIONS ENTERPRISES, LLC, a
Delaware limited liability company, and its
permitted successors and assigns.
"NET CASH FLOW"
means all cash receipts received during such period and
derived from the operation of the
Partnership, minus (i) all costs and expenses
of the Partnership paid during such period
(other than depreciation or other
similar noncash expenses) including,
without limitation, debt service on any
loan or debt obligation of the Partnership,
and minus (ii) any other cash
expenditures made by the Partnership as
permitted or required under the terms of
this Agreement during such period, and
minus (iii) any taxes required to be paid
by the Partnership to any governmental
entity, and minus (iv) funds paid into
any reserve accounts required during such
period for the establishment of or
addition to such reserves as the General
Partner shall reasonably deem necessary
or appropriate for the proper operation of
the business of the Partnership.
"NOTICE" means a
written advice or notification required or permitted by
this Agreement, given in the manner
provided in Section 8.1.
"PARTNER LOAN"
means a loan to the Partnership by one or more Partners
pursuant to Section 3.3.
"PARTNERS" means
the General Partner and the Limited Partner and such other
Partners as may be admitted to the
Partnership from time to time pursuant to the
terms hereof.
"PARTNERSHIP"
means KCC TELCOM, L.P. a Texas limited partnership, formed
under the Act pursuant to the terms hereof
for the limited purposes and scope
set forth herein.
"PERCENTAGE
INTEREST" means, with respect to a Partner as of any particular
time, that fraction, expressed as a
percentage, having as its numerator the
number of Units owned by such Partner and
having as its denominator the total
number of outstanding Units owned by all
the Members as of such time. The sum of
the Percentage Interests of all Partners
shall at all times equal 100%.
Initially, the Percentage Interest of each
of the Partners is: Kerrville
Communications Management, LLC - 1% and
Kerrville communications Enterprises,
LLC - 99%.
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"REGULATIONS"
means the Regulations promulgated under the I.R.C. as such
regulations may be amended from time to
time. All references herein to a
specific section of the Regulations shall
be deemed also to refer to any
corresponding provision of succeeding
Regulations.
"UNITS" shall
mean the shares in which interests of the Partners are
divided.
Section 1.2
TERMINOLOGY AND CAPTIONS. All personal pronouns used in this
Agreement, whether in the masculine,
feminine or neuter gender, shall include
all other genders. Titles of
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Sections in this Agreement are for
convenience only, and neither limit nor
amplify the provisions of this Agreement,
and all references in this Agreement
to Sections or subsections shall refer to
the corresponding Section or
subsection of this Agreement, unless
otherwise expressly stated.
ARTICLE 2
THE PARTNERSHIP
Section 2.1
EFFECT OF THIS AGREEMENT AND THE ACT. Except as otherwise
specifically provided in this Agreement,
the rights and obligations of the
Partners and the administration,
dissolution, liquidation, and termination of
the Partnership shall be governed by the
Act and this Agreement.
Section 2.2
NAME. The name of the Partnership shall be KCC TELCOM, L.P. or
such other name as the General Partner may
from time to time direct.
Section 2.3
PLACE OF BUSINESS; REGISTERED AGENT. The mailing address,
address of the registered office and
principal place of business of the
Partnership shall be at 201 E. John
Carpenter Freeway, Suite 200, Las Colinas
Tower I, Irving, Texas, 75062-2707. The
General Partner may change the place of
business of the Partnership at any time and
from time to time by providing
written notice to the Limited Partners. The
Partnership may also have such other
places of business as the General Partner
determines to be appropriate. The
Partnership's agent for service of process
in the State of Texas shall be
Corporation Service Company, or such other
individual as the General Partner
shall determine from time to time.
Section 2.4
PURPOSES AND SCOPE. Subject to the provisions of this
Agreement, the purpose of the Partnership
is to engage in any lawful business
which may be engaged in by a limited
partnership organized under the Act, as
such business activities may be determined
by the General Partner from time to
time.
Section 2.5
ASSUMED NAME CERTIFICATE. The Partners shall execute and file
any assumed or fictitious name certificate
or certificates required by law to be
filed in connection with the formation and
operation of the Partnership.
Section 2.6
CERTIFICATE OF LIMITED PARTNERSHIP. The Partners shall be
obligated to execute, acknowledge, file,
record and publish, as necessary, such
amendments to the certificate of Limited
Partnership filed with the Texas
Secretary of State as may be required by
the terms hereof or by law and such
other certificates and documents as may be
appropriate to comply with the
requirements of law for the continuation,
preservation and operation of the
Partnership as a limited partnership.
Section 2.7
OWNERSHIP; WAIVER OF RIGHT OF PARTITION. The interest of each
Partner in the Partnership shall be
personal property for all purposes. All
property and interests in property, real or
personal, owned by the Partnership
shall be deemed owned by the Partnership as
an entity, and no Partner,
individually, shall have any ownership of
such property or interest owned by the
Partnership except as a Partner in the
Partnership. Each of the Partners
irrevocably waives, during the term of the
Partnership and during any period of
its liquidation following any dissolution,
any
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right that it may have to maintain any
action for partition with respect to any
of the assets of the Partnership.
Section 2.8
RECORDS. The Partnership shall maintain, at its principal place
of business, the books and records of the
Partnership including, but not limited
to, (i) copies of the Partnership's
federal, state and local income tax returns
for the three (3) most recent years, (ii) a
copy of this Agreement and any
then-effective amendments to this
Agreement, (iii) any financial statements of
the Partnership for the three (3) most
recent years, and (iv) a list of the full
name and last known mailing address of each
Partner.
Section 2.9
TERM. The Partnership shall commence on the date hereof and
shall continue until the dissolution of the
Partnership pursuant to the express
provisions of Article 7 hereof.
ARTICLE 3
FINANCIAL STRUCTURE
Section 3.1
CLASSIFICATION OF PARTNERSHIP. The General Partner is
authorized and hereby directed to cause the
Partnership to be classified for
federal income tax purposes as an
association taxable as a corporation within
the meaning of I.R.C. Section
7701(a)(3).
Section 3.2
INITIAL CAPITAL CONTRIBUTIONS; UNITS. Each Partner has made an
initial Capital Contribution to the
Partnership, and owns the number of Units
set forth opposite its name, as set forth
on Exhibit A, attached hereto and
hereby incorporated herein.
Section 3.3
PARTNER LOANS. In the event that the General Partner shall
determine, at any time and from time to
time, that the Partnership requires
additional funds to pay any costs or
expenses of the Partnership incurred in
accordance with the provisions of this
Agreement, and the General Partner
determines that it is in the best interest
of the Partnership not to obtain a
loan for such funds from an unrelated third
party, then the General Partner
shall notify the Partners of the amount
required to pay such costs and expenses
and the Partners shall have fifteen (15)
days to elect to participate in making
a Partner Loan, provided, however, no
Partner shall have any obligation to make
a Partner Loan. In the event any Partner so
elects to participate, each Partner
electing to make such Loan shall advance
its pro rata share of the needed funds,
based upon the participating Partners'
respective Percentage Interests. Any
Partner Loan shall bear interest at the
rate equal to the "prime rate" plus two
percent (2%) per annum, non-compounded and
shall have a maturity date specified
by the Partner or Partners making such
Partner Loan, provided the term of any
such Partner Loan shall not be less than
ninety (90) days. Principal and
interest on any Partner Loan shall be
repayable solely from distributions of Net
Cash Flow as provided hereunder. In the
event there is more than one Partner
Loan, the loans shall have priority and be
repayable on the basis of the oldest
Partner Loan having the first priority
(with all loans having been made in
response to a single notice being deemed to
have been made at the same time). If
more than one Partner has participated in a
Partner Loan, then as among the
Partners, distributions in repayment of the
principal and interest of the
Partner Loans shall be made pro rata in
accordance with the amounts advanced by
the Partners.
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Section 3.4
ADDITIONAL CAPITAL CONTRIBUTIONS. No Partner shall be required
to make any additional Capital
Contributions to the Partnership without the
express written consent of such
Partner.
Section 3.5
WITHDRAWAL OF CAPITAL. Except as expressly provided hereunder,
no Partner may withdraw capital from the
Partnership without the consent of all
other Partners. No Partner shall be
entitled to interest on its contributions of
capital to the Partnership. The Partners
agree that no Partner shall be
personally liable for the return of the
capital contributions of any other
Partner, if and to the extent that any
return is required, and any such return
shall be made solely from the assets of the
Partnership, if any.
Section 3.6
DISTRIBUTIONS AND PAYMENTS OF NET CASH FLOW. Except as provided
in Section 3.7, Net Cash Flow shall be
distributed or paid from time to time as
may be determined by the General Partner to
the Partners in proportion to their
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