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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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