EXHIBIT 2
ARTICLES OF LIMITED PARTNERSHIP
OF
XXXX PARTNERS, LIMITED
This Limited Partnership Agreement made this 20th day of December, 1996,
between XXXX PARTNERS, INC. ("General Partner") and Xxxx Partners, Inc., Xxxx PA
Acquisition Corp. and XXXXXXX X. XXXX, XX. and XXX X. XXXX, (the "Limited
Partners"):
W I T N E S S E T H:
ARTICLE I - FORMATION OF PARTNERSHIP
The parties agree to enter into this partnership to be formed under
ss.620, Florida Statutes, which shall govern the rights and liabilities of the
parties except as expressed below.
ARTICLE II - NAME, PRINCIPAL OFFICE, AND
MAILING ADDRESS
The business of the partnership shall be conducted under the name of XXXX
PARTNERS, LIMITED. The principal office and the address of the General Partner
and Registered Agent for service of process shall be 2333 Xxxxx de Xxxx
Boulevard, Penthouse 1100, Xxxxx Xxxxxx, Xxxxxxx 00000.
The mailing address is 2333 Xxxxx de Xxxx Boulevard, Penthouse 1100, Xxxxx
Xxxxxx, Xxxxxxx 00000.
ARTICLE III - NATURE OF BUSINESS
1. To purchase, lease, or otherwise acquire, sell, sublease or
otherwise dispose of properties of every kind and nature, to operate a business
in or expand any properties not owned by the Partnership, and generally to
engage in the business of dealing in investment properties.
2. To conduct business, hold, mortgage, sell, convey, lease or
otherwise dispose of real or personal property including franchises, patents,
copyrights, trademarks, and licenses of the State of Florida, and in all other
states and countries.
-1-
3. To contract debts and borrow money, issue, sell, or place bonds,
debentures, notes and other evidences of debt, and execute mortgages, transfers
of Partnership property, or other instruments to secure the payment of
Partnership indebtedness.
4. To guarantee, endorse, purchase, hold, sell, transfer, mortgage,
pledge or otherwise acquire or dispose of shares of capital stock, bonds,
securities, or other evidences of indebtedness created by any person, firm or
corporation, and while the owner of such stock, exercise all of the rights,
powers, and privileges of ownership, including the right to vote the stock.
5. To purchase the assets of any other person, firm, or corporation and
engage in the same or other character of business.
6. To enter into, make, and perform contracts for any lawful purpose
pertaining to the business of the Partnership without limit as to amount, with
any person, firm, syndicate, association, corporation, or governmental entity,
domestic or foreign.
7. To exercise all the powers of like partnerships confirmed by the
laws of the State of Florida. The purposes listed above shall not limit or
restrict this Partnership.
ARTICLE IV - NAMES, ADDRESSES, AND
CONTRIBUTIONS OF PARTNERS
1. The name and address of the General Partner is XXXX PARTNERS,
INC., 2333 Xxxxx de Xxxx Boulevard, Penthouse 1100, Xxxxx Xxxxxx, Xxxxxxx 00000.
The initial amount contributed by the General Partner is Fifty Eight Thousand
Three Hundred Fifty Dollars ($58,350).
2. The names, addresses, and amount contributed by the Limited Partners
is as follows:
LIMITED PARTNER ADDRESS INITIAL CONTRIBUTION
--------------- ------- --------------------
Xxxx Partners, Inc. 2333 Xxxxx de Xxxx Blvd., PH $816,900
0000
Xxxxx Xxxxxx, Xxxxxxx 00000
Xxxx XX Acquisition Corp. " 2,625,750
Xxxxxxx X. Xxxx, Xx. " 2,042,250
Xxx X. Xxxx " 291,750
-----------
Total Limited Partner Capital $5,776,650
3. Nothing in this Agreement shall require any Limited Partner to
make total capital contributions in excess of the amounts set forth above.
4. The liability of any Limited Partner for any debts or obligations
of or to the Partnership at any time shall be limited to the amount then
contributed by him to the capital of the Partnership and his share in the
undistributed net profits.
-2-
ARTICLE V - TERM
The term this Limited Partnership is to exist is ten (10) years from the
date of execution, unless sooner terminated under provisions of this Agreement.
There shall be an automatic ten (10) year renewal after the expiration of the
first ten years unless other agreement is made by the partners in writing.
ARTICLE VI - RIGHTS AND OBLIGATIONS
OF GENERAL PARTNER
1. The General Partner shall have complete discretion in the
management and control of the affairs of the Partnership and shall make all
decisions affecting Partnership affairs unless otherwise provided in this
Agreement.
2. The General Partner shall manage and control the affairs of the
Partnership to the best of his ability and use his best efforts to carry out the
purposes of the Partnership.
3. The General Partner: (a) Shall maintain at the expense of the
Partnership complete and accurate records of all rights and interests acquired
or disposed of by the Partnership, all correspondence relating to Partnership
business, and records of all statements, bills and other instruments furnished
to the Partnership in connection with its business. The records shall be kept in
the principal office for the periods customary in business. The Limited Partners
shall have free access to all records at any time.
(b) Shall maintain at the expense of the Partnership adequate
records and accounts of all operations and expenditures and furnish the Limited
Partners an annual profit and loss statement and report information necessary of
the Limited Partners' income tax returns.
(c) May purchase at the expense of the Partnership liability,
hazard, and other insurance to protect the Partnership properties and business.
(d) May execute all documents or instruments which he deems
appropriate in carrying out the purposes of the Limited Partnership.
(e) May borrow money if necessary from individuals, banks, and other
lending institutions for Partnership purposes, and pledge or mortgage properties
of the Limited Partnership as security for the loans.
(f) May hold the Partnership properties in the Partnership name, the
name of the General Partner, or a nominee chosen by him if he deems the action
appropriate.
(g) Shall be reimbursed for all expenses incurred in conducting the
Partnership business and all costs associated with the development,
organization, and operation of the Limited Partnership.
-3-
ARTICLE VII - RIGHTS AND OBLIGATIONS OF
LIMITED PARTNERS
1. No Limited Partner shall be personally liable for any debts or
losses of the Partnership beyond the amount actually contributed by him to the
capital of the Limited Partnership and his share of undistributed profits.
2. No Limited Partner shall take part in the management of the business
or transact any business for the Limited Partnership.
3. No Limited Partner shall have the power to sign for or bind the
Limited Partnership.
ARTICLE VIII - ASSIGNMENT OF
LIMITED PARTNERSHIP INTERESTS
A Limited Partner may assign his interest in the Limited Partnership
provided:
1. The interest assigned may not be less than the total interest of a
Limited Partner in the Partnership, unless in the opinion of the General Partner
the Limited Partner has a sufficient interest to be divided.
2. The assignee shall consent in writing, in a form satisfactory to
the General Partner, to be bound by the terms of the Partnership Agreement in
the place and stead of the assigning Limited Partner.
3. The General Partner consents to the assignment; provided, however,
the General Partner's consent shall not be unreasonable withheld.
4. The assignment shall be effective the first day of the calendar
quarter in which the assignment takes place.
ARTICLE IX - ADMISSION OF LIMITED PARTNERS
The General Partner may:
1. Admit as a Limited Partner an Assignee of a Limited Partner.
2. Admit as a Limited Partner the heir, executor, administrator, or
assignee of a deceased Limited Partner.
-4-
ARTICLE X - AMENDMENT TO
PARTNERSHIP AGREEMENT
Amendments to this Agreement shall not become effective unless agreed to
by the General Partner and each Limited Partner.
ARTICLE XI - MEETINGS
Meetings of the Limited Partnership may be called by the General Partner
and shall be called by him upon the written request of Limited Partners holding
thirty (30) percent or more of the Limited Partnership capital. The call will
state the nature of the business to be transacted. Limited Partners may vote in
person or by proxy at any such meeting.
ARTICLE XII - COMPENSATION OF GENERAL PARTNER
For his management and other services, the General Partner shall receive
fifty (50) percent of the net profit of the Limited Partnership as determined by
generally accepted accounting principles with the remaining 50% distributed
prorata among the limited partners; the general partner shall receive 0% of
losses, if any; the limited partners shall receive losses in accordance with the
following %
Loss % to adjust Partnership interests:
Xxxx Partners, Inc. 15%
Xxxx PA Acquisition Corp. 45%
Xxxxxxx X. Xxxx, Xx. 35%
Xxx X. Xxxx 5%
ARTICLE XII - DISSOLUTION;
WITHDRAWAL/TERMINATION OF LIMITED PARTNER;
LIQUIDATION; WITHDRAWAL/TERMINATION OF
GENERAL PARTNER
1. The Partnership shall not be terminated by death, withdrawal or
termination of a Limited Partner or the admission of a new Limited Partner.
2. The General Partner may terminate the interest of a Limited Partner
and expel him for any of the following reasons:
(a) Death, legal disability, or insolvency.
(b) Assignment by a Limited Partner of all or any part of his
interest in the Partnership without the approval of the General Partner.
-5-
(c) If the conduct of a Limited Partner tends to bring the
Partnership into dispute or litigation, or his interest becomes subject to
attachment, garnishment, claims of creditors in bankruptcy, or similar legal
proceedings.
(d) Failure to meet any material commitment to the General Partner
in accordance with any written undertaking.
3. The Partnership shall be dissolved upon the happening of any of the
following:
(a) By written consent of the General Partner and all Limited
Partners.
(b) The death, bankruptcy, or adjudication of insanity or
incompetence of the General Partner; provided, however, that the Limited
Partners may select a successor to the General Partner within ninety (90) days.
(c) By any event which makes it unlawful for the Partnership
business to be continued.
(d) By failure to elect a successor to the General Partner within
ninety (90) days after notice has been given to the Limited Partners of the
intent of the General Partner to withdraw.
(e) Upon disposition of all interests and assets.
(f) For failure of the General Partner to meet any material
commitment to the Partnership in accordance with any written undertaking.
4. Upon termination of a Limited Partner's interest, the cash
surrender value of his interest shall be determined as of the beginning of the
calendar quarter in which the termination occurred. The amount determined shall
be paid by the General Partner to him, his heirs or legal representative no
later than ninety (90) days after the end of the quarter in which the Limited
Partner is terminated. The acceptance of such payment shall constitute an
assignment and release all interests in the Partnership assets and affairs.
5. The cash surrender of a terminated Limited Partner's interest shall
be determined as the sum of:
(a) Cash on hand less five percent (5%)
(b) Prepaid expenses and accounts receivable less five percent (5%)
(c) Ninety percent (90%) of the net book value of all other assets.
However, if in the opinion of the General Partner or terminated Limited
Partner, ninety percent (90%) of the net book value of any asset does not fairly
represent market value less cost of sale, he may cause the fair market value
less cost of sale to be determined by an independent
-6-
appraiser; in which event the appraised market value less estimated cost of sale
shall be utilized in lieu of ninety percent (90%) of the net book value.
From the total value of assets provided above shall be deducted an amount
equal to all debts and obligations of every kind and nature including accrued
expense and other liabilities of the Partnership.
Cash surrender value of the terminated Limited Partner's interest shall be
his proportionate share of the determined remainder.
ARTICLE XIV - NATURE OF LIMITED PARTNER'S
LIABILITY FOR CLAIMS AGAINST PARTNERSHIP
To further the intent of the parties that each Limited Partner shall be
liable only for his share of contributed capital and undistributed profits, the
parties agree as follows:
1. The General Partner shall arrange to prosecute, defend, settle, or
compromise action at law or equity at the expense of the Partnership as may be
necessary to enforce the Partnership interest.
2. The General Partner shall satisfy any liability judgment, decree,
decision, or settlement, first out of any insurance proceeds available, next out
of Partnership assets, and finally out of income of the General Partner.
3. The Limited Partnership to the extent of its assets indemnifies
the General Partner against tort or contract liability resulting from good faith
actions or omissions on his part.
ARTICLE XV - DISTRIBUTION OF PROFITS AND LOSSES
Net profits or net losses shall be distributed, after deducting the
compensation to the General Partner, to the Limited Partners proportionate to
their share of ownership.
ARTICLE XVI - MISCELLANEOUS
1. If any provision of this Agreement, or the application of any
provision to any person or circumstance, shall be held invalid, the remainder of
the Agreement, or the application of such provision to any person or
circumstance other than those to which it is held invalid, shall not be
affected.
2. The Agreement shall be binding upon the parties, their successors,
heirs, devisees, assigns, legal representatives, executors, and administrators.
-7-
3. To the extent permitted by law, each of the parties waives any
right he may have to maintain an action of the nature of partition with respect
to property held by the Partnership.
IN WITNESS WHEREOF, we, and each of us, have signed this Certificate this
20th day of December, 1996.
/s/ XXXXXXX X. XXXX, XX.
------------------------------------
Chairman and Chief Executive Officer
XXXX PARTNERS, INC., General Partner
BEFORE ME, the undersigned authority, personally appeared Xxxxxxx X. Xxxx,
Xx. of XXXX PARTNERS, INC., General Partner, known to me and who executed the
foregoing Certificate of Limited Partnership and he acknowledged before me that
he executed the same for the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ XXXXXXXX PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/97
/s/ XXXXXXX X. XXXX, XX.
----------------------------------
XXXXXXX X. XXXX, XX., Limited Partner
BEFORE ME, the undersigned authority, personally appeared XXXXXXX X. XXXX,
XX., Limited Partner, known to me and who executed the foregoing Certificate of
Limited Partnership and he acknowledged before me that he executed the same for
the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ XXXXXXXX PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/99
-8-
/s/ XXX X. XXXX
----------------------------------
XXX X. XXXX, Limited Partner
BEFORE ME, the undersigned authority, personally appeared XXX X. XXXX,
Limited Partner, known to me and who executed the foregoing Certificate of
Limited Partnership and she acknowledged before me that she executed the same
for the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ XXXXXXXX PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/99
-9-
