PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
This Agreement and Certificate of Limited Partnership entered into
this 11th day of November, 1986, by and among Chin Enterprises, Inc. (CEI) a
Delaware corporation, as the General Partner, and Xxxxxxx X. Xxxx ("Xxxx") as
the initial Limited Partner.
W I T N E S S E T H:
WHEREAS, the parties hereto desire to form a limited partnership
under the Laws of the State of New Hampshire, for the purposes and upon the
terms stated herein; and
WHEREAS, Chin has been awarded a final construction permit (the
"Permit") from the Federal Communications Commission ("FCC") to construct a
domestic public cellular radio telecommunications system to serve the
Portsmouth-Dover-Rochester, New Hampshire-Maine NECMA; and
WHEREAS, Chin entered into a "Cellular Settlement Agreement"
("Settlement Agreement") with Mobile Communications Enterprises, Inc. (MCE) on
May 20, 1986, concerning the partial settlement of mutually exclusive
applications for the Permit; and
WHEREAS, MCE subsequently entered into a "Joint Agreement" ("Joint
Agreement") with various other entities which had structured other partial
settlements of mutually exclusive applications for the Permit; and
WHEREAS, pursuant to the Settlement Agreement and the Joint
Agreement, Chin intends to assign the Permit to the limited partnership, in
which he shall retain a 50.01% interest and shall afford those applicants
subject to the Joint Agreement the opportunity to acquire a limited partnership
interest in accordance with the provisions of the Joint Agreement;
NOW, THEREFORE, pursuant to the terms, covenants and conditions set
forth herein and the mutual promises contained herein, the parties hereto agree
as follows:
ARTICLE ONE
DEFINED TERMS
The defined terms used in this Agreement shall have the meanings
specified below:
"Agreement" means this Agreement and Certificate of Limited
Partnership as amended from time to time.
"Capital Contribution" means the total amount of cash contributed to
the Partnership by each Partner pursuant to the terms of this Agreement.
"Certificate of Limited Partnership" means this Agreement, as
amended from time to time, if it is filed as Certificate of Limited Partnership
or such other document filed as a Certificate of Limited Partnership under the
State Uniform Limited Partnership Law.
"Code" means the Internal Revenue Code of 1954, as amended.
"General Partner" means Chin Enterprises, Inc., a Delaware
corporation wholly owned by Xxxxxxx X. Xxxx, or any other Person who becomes its
successor as provided herein, in the capacity as the General Partner of the
Partnership.
"Initial Limited Partner" means Xxxxxxx X. Xxxx individually.
"Limited Partners" means the Initial Limited Partner and any Person
who has agreed in writing to accept his offered limited partnership interest,
pursuant to the terms of this Agreement, and any Substituted Limited Partner, in
such Person's capacity as a Limited Partner of the Partnership.
"Notice" means a writing, containing the information required by
this Agreement to be communicated to a party, sent by registered or certified
mail, postage prepaid, to such party at the last known address of such party as
shown on the records of the Partnership, the date of registry thereof or the
date of the certification receipt therefor being deemed the date of receipt
thereof.
"Partner" means any General Partner or Limited Partner.
"Partnership" means the limited partnership formed by this Agreement
by the parties hereto, as said limited partnership may from time to time be
constituted.
"Person" means any individual, partnership, corporation, trust or
other entity.
"Remaining Limited Partners" means those Limited Partners who join
the Partnership after its formation.
"State Uniform Limited Partnership Law" means the Uniform Limited
Partnership Law of the State of New Hampshire.
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"Substituted Limited Partner" means any Person admitted to the
Partnership as a Limited Partner pursuant to the provisions of Section 7.2
hereof.
"Withdrawal" means, as to the General Partner, the occurrence of
death, adjudication of insanity or incompetence, bankruptcy, dissolution, or
voluntary withdrawal from the Partnership for any reason.
ARTICLE TWO
FORMATION, NAME AND OFFICE, PURPOSES, TERM AND DISSOLUTION
2.1 Formation
The parties hereto hereby form a limited partnership pursuant to the
provisions of the State Uniform Limited Partnership Law.
2.2 Name, Place of Business and Office
The Partnership shall be conducted under the name of "Portsmouth
Cellular Limited Partnership." The initial principal office and place of
business shall be 00 Xxxxxxxx Xx., X.X. Xxx 0000, Xxxxxxx, Xxx Xxxxxxxxx 00000.
The General Partner may at any time change the location of such principal
office. Notice of any such change shall be given to the Limited Partners in
writing.
2.3 Purposes
The Partnership shall engage in the development of a domestic public
cellular radio telecommunications system to serve the
Portsmouth-Dover-Rochester, New Hampshire/Maine NEGMA. The Partnership shall
engage in any other activities related or incidental thereto, which in the sole
judgment of the General Partner, is necessary or appropriate to facilitate its
business purpose, including the dissolution of the Partnership. The Partnership
shall not engage in any other business or activity.
2.4 Term and Dissolution
A. The Partnership shall continue in full force and effect until
December 31, 2086 or until dissolution prior thereto upon the happening of any
of the following events:
(i) The decision of the General Partner to convey
substantially all of the Partnership's assets or to terminate the
business of the Partnership;
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(ii) The Withdrawal of the General Partner if no Successor
General partner is elected.
B. Upon dissolution of the Partnership, the General Partner shall
cause the cancellation of the Partnership's Certificate of Limited Partnership,
liquidate the Partnership's assets and apply and distribute the proceeds thereof
in accordance with Section 8.3 hereof.
ARTICLE THREE
PARTNERS AND CAPITAL
3.1 Partnership Equity.
A. The entire equity of the Partnership shall be held by the Limited
Partners.
B. In consideration for the assignment of the Permit to the
Partnership, the Initial Limited Partner shall have at all times, no less than
50.01% of the Partnership equity.
C. The Remaining Limited Partners shall have the opportunity to
acquire their respective interests in the Partnership pursuant to the terms of
the Joint Agreement.
3.2 Capital Contributions.
A. The Limited Partners are not required to contribute any capital
to acquire their respective interests hereunder. The limited partnership
interests acquired hereunder are not being sold or offered for sale within the
meaning of N.H. R.S.A. 421-B.
B. The Limited Partners may be required to contribute capital in
proportion to their respective interests pursuant to capital calls subsequently
issued by the General Partner.
C. Failure of a Limited Partner to contribute capital pursuant to a
capital call shall subject that Limited Partner's interest to the adjustment
provisions of this Section.
D. Except as otherwise determined by the General Partner, no Partner
shall be paid interest on any Capital Contribution to the Partnership.
E. Prior to dissolution of the Partnership, no Partner shall have
the right to demand the return of any Capital Contribution. Upon dissolution no
Limited Partner shall have the right to demand or receive property or any
interest of any kind whatsoever other than cash in return for his equity
interest or any Capital Contribution.
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3.3 Capital Calls.
A. The General Partner may in its sole discretion, from time to
time, issue capital calls upon the Limited Partners to provide working funds for
Partnership purposes. Such capital calls shall be pro rata to each Limited
Partner's respective equity interest.
B. Such capital calls shall be made in writing, pursuant to the
Notice provision of Article One, and each Limited Partner shall provide such
funds within thirty days thereafter or be subject to the adjustment provisions
of this Section.
3.4 Capital Accounts. Separate capital accounts shall be maintained for
each Partner and shall consist of the sum of such Partner's contributions to the
capital of the Limited Partnership, plus the assigned value of any property or
assets contributed by such Partner to the Partnership, plus the share of Net
Profits and gains of the Limited Partnership allocated to such Partner for
accounting purposes, less the sum of all distributions of cash and the fair
market value of all distributions of Property made to such Partner by the
Partnership.
3.5 Adjustment of Partnership Interests. Partnership equity interests
shall be adjusted after, and for, each contribution to capital made to the
Limited Partnership pursuant to this Section. Such adjustment shall be made so
that each Partner's Partnership Interest shall equal a fraction, the numerator
of which is such Partner's aggregate capital or other valuable contributions to
Partnership and the denominator of which is the aggregate of all Partners'
contributions to the Partnership.
3.6 Liability of Limited Partners
A. Subject to the provisions of Section 8.3, no Limited Partner
shall be liable for any obligations of the Partnership; provided, however, any
Limited Partner receiving the return in whole or in part of his Capital
Contributions shall be liable to the Partnership for any sum, not in excess of
such returned Capital Contribution, necessary to discharge the Partnership's
liabilities to all creditors who extended credit, or whose claims arose, before
such Capital Contribution was returned. No General partner shall have any
personal liability for the repayment of the Capital Contribution of any Limited
Partner.
3.7 Participation in Partnership Business by Limited Partner
No Limited Partner (except one who may also be a General Partner,
and then only in his capacity as General
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Partner) shall participate in or have any control over the Partnership business
or shall have any authority or right to act for or bind the Partnership. The
Limited Partners hereby consent to the exercise by the General Partner of the
powers conferred by this Agreement, including but not limited to, the express
powers authorized by Section 5.1.
3.8 Priority Among Limited Partners
No Limited Partner shall have priority over any other Limited
Partner as to Capital Contributions, distributions or any other rights under
this Agreement.
ARTICLE FOUR
APPLICABLE LAW
This Agreement shall be construed and enforced in accordance with
the laws of the State of New Hampshire.
ARTICLE FIVE
RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER
5.1 Authorized Acts; Management and Control
A. The General Partner shall have the exclusive right to manage the
business of the Partnership and is hereby authorized to take any action
(including, but not limited to the acts authorized by this Section 5.1) of any
kind and to do anything and everything in accordance with the provisions of this
Agreement.
B. In the name and on behalf of the Partnership, the General Partner
is hereby authorized:
(i) To sign on behalf of the Partnership the Agreement and
Certificate of Limited Partnership (or any amendments thereto or
restatements thereof).
(ii) To acquire by purchase, lease or otherwise, any real or
personal property which may be necessary, convenient or incidental
to the accomplishment of the purposes of the Partnership.
(iii) To execute, sign, seal and deliver in the name and on
behalf of the Partnership any deed, lease, mortgage, mortgage note,
xxxx of sale, contract or other instrument purporting to convey,
lease or encumber the real or personal property of the Partnership.
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(iv) To execute, sign, seal and deliver in the name and on
behalf of the Partnership any and all agreements, contracts, leases,
documents, certifications and instruments whatsoever involving the
purchase, construction, development, management, maintenance,
operation and sale of the assets of the Partnership.
(v) To construct, operate, maintain, finance, improve, own,
sell, dispose of, convey, assign, mortgage or lease any real estate
and any personal property necessary, convenient or incidental to the
accomplishment of the purposes of the Partnership.
(vi) To borrow money and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Partnership, and to
secure the same by mortgage, pledge or other lien on the assets of
the Partnership.
(vii) To prepay in whole or in part, refinance, recast,
increase, modify or extend any mortgages affecting the assets of the
Partnership and in connection therewith to execute any extensions,
renewals, or mortgages on the assets of the Partnership.
(viii) To invest in short-term debt obligations (including
obligations of Federal and state governments and their agencies,
commercial paper, and certificates of deposit of commercial banks,
savings banks or savings and loan associations) such funds as are
temporarily not required for the purpose of the Partnership.
(ix) To engage in any kind of activity and to perform and
carry out contracts of any kind necessary to, or in connection with,
or incidental to the accomplishment of the purposes of the
Partnership.
(x) To sell or otherwise dispose of, at one time, all or
substantially all of the assets of the Partnership.
(xi) To employ, when and if in its sole discretion the same is
deemed necessary or advisable, brokers, consultants, agents,
accountants or attorneys.
5.2 Restrictions on Authority
A. Without the consent of the Limited Partners, the General Partner
shall not have the authority to:
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(i) Do any act in contravention of this Agreement.
(ii) Do any act which would make it impossible to carry on the
ordinary business of the Partnership.
(iii) Confess a judgment against the Partnership.
(iv) Possess Partnership property, or assign their rights in
specific Partnership property, for other than a Partnership purpose.
(v) Admit a Person as a General Partner.
(vi) Admit a Person as a Limited Partner, except as provided
in this Agreement.
B. The General Partner shall not cause or permit the Partnership to
grant to any creditor who makes a nonrecourse loan to the Partnership any right
to have or to acquire, at any time, as a result of making the loan, any direct
or indirect interest in the profits, capital, or property of the Partnership
other than as a secured creditor.
5.3 Salary; Time and Effort; Independent Activities
The General Partner shall not, in its capacity as General Partner,
receive any salary. The General Partner shall not be required to devote full
time to the business of the Partnership but shall devote whatever time, effort
and skill may be necessary to the conduct of the Partnership's business. Any
Partner may engage independently with others in other business ventures of every
nature and description, including, without limitation, the ownership, operation,
management, syndication and development of business ventures, related to or
competitive with the business of the Partnership; neither the Partnership nor
any other Partner shall have any rights in and to such independent ventures of
the income or profits derived therefrom.
5.4 Duties and Obligations
A. The General Partner shall prepare and file such amendments to
this Agreement or any Certificate of Limited Partnership as required by law or
as it deems necessary to cause this Agreement or any Certificate of Limited
Partnership to reflect accurately the agreement of the Partners, the identity of
the Limited Partners or the General Partner and the amounts of their respective
Capital Contributions.
B. The General Partner shall prepare (or cause to be prepared) and
file such tax returns and other documents, as required by law or as it deems
necessary, for the operation of the Partnership.
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5.5 Liability for Acts and Omissions; Indemnification; Provision of
Insurance
The General Partner shall not be liable, responsible or accountable
in damages or otherwise to any of the Partners for, and the Partnership shall
indemnify and save harmless the General Partner from any loss or damage incurred
by reason of, any act or omission performed or omitted by it in good faith on
behalf of the Partnership and in a manner reasonably believed by it to be within
the scope of the authority granted to it by this Agreement and in the best
interests of the Partnership; provided that the General Partner shall not have
been guilty of gross negligence or gross misconduct with respect to such acts or
omissions and, further provided that the satisfaction of any indemnification and
any saving harmless shall be paid out of and limited to Partnership assets and
no Limited Partner shall have any personal liability on account thereof. The
Partnership shall provide and pay for insurance for the General Partner covering
all risks which the Partnership may indemnify the General Partner as provided
herein.
ARTICLE SIX
WITHDRAWAL OF A GENERAL PARTNER; SUCCESSOR GENERAL PARTNERS
6.1 Voluntary Withdrawal
The General Partner shall have the right to retire or voluntarily
withdraw from the Partnership.
6.2 Designation of Successor to Withdrawing General Partner
Upon the Withdrawal of the General Partner the Limited Partners
shall appoint a Successor General Partner by a simple majority vote.
6.3 New General Partner's Agreement
Any successor General Partner shall agree to be bound by the
provisions of this Agreement to the same extent and on the same terms as any
other General Partner.
6.4 Amendment of Agreement
This Agreement shall be amended to reflect the admission of the
successor General Partner, and the requirements of filing an amendment to the
Certificate of Limited Partnership under the State Uniform Limited Partnership
Law shall be complied with.
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ARTICLE SEVEN
TRANSFERABILITY OF LIMITED PARTNER INTEREST
7.1 Restrictions on Transfer
A. The Limited Partners agree that they will not sell, assign,
transfer, mortgage, pledge, exchange, convey, hypothecate or otherwise dispose
of (collectively a "transfer") all or any part of its record, financial or
beneficial interest in the Partnership (a "Limited Partner Partnership
Interest") to any person whether such transfer is pursuant to any Article of
this Agreement, by by operation of law or otherwise, without the prior written
consent of the General Partner.
B. Any transfer of a Limited Partner Partnership Interest in
contravention of the provisions of this Article Seven shall be void and
ineffectual and shall not bind or be recognized by the Partnership.
7.2 Substituted Limited Partners
A. A Limited Partner shall not have the right to substitute a Person
as a Limited Partner in his place. Subject to the provisions of Section 7.1
hereof, the General Partner shall, however, have the right, in its sole
discretion, to permit a Person to become a Substituted Limited Partner, and any
such permission by the General Partner shall be binding and conclusive without
the consent or approval of any Limited Partner. Any Substituted Limited Partner
shall, as a condition of receiving any interest in the Partnership, agree to be
bound by the provisions of this Agreement. Each such Substituted Limited Partner
shall be obligated to pay the Partnership's reasonable legal and accounting fees
and filing and recording costs in connection with its substitution as a Limited
Partner.
7.3 Assignees.
A. Subject to the provisions of Section 7.1 hereof, an assignee of a
Limited Partner who does not become a Substituted Limited Partner as provided
aforesaid shall only have the right to receive the distributions of the
Partnership to which the assigning Limited Partner would have been entitled if
no such assignment had been made by such Limited Partner. In particular an
assignee who does not become a Substituted Limited Partner, shall have no right
(i) to require any information from the Partnership or (ii) to require any
accounting of Partnership transactions or (iii) to inspect the Partnership books
or (iv) to exercise any privilege or right of a Limited Partner which is not
specifically granted to an assignee of a limited partner interest under the
State Uniform Limited Partnership Law.
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B. Subject to the provisions of Section 7.1 hereof, any Limited
Partner who shall assign all its interest in the Partnership shall cease to be a
Limited Partner of the Partnership and shall not longer have any rights or
privileges of a Limited Partner, except that unless and until a Substituted
Limited Partner is admitted in its stead, such assigning Limited Partner shall
retain the statutory rights of an assignor of a limited partner interest
specifically granted to an assignor under the State Uniform Limited Partnership
Law.
C. Subject to the provisions of Section 7.1 hereof, if a Limited
Partner dies, his executor, administrator or trustee, or, if he is adjudicated
incompetent, his guardian, shall have all the rights of a Limited Partner for
the purpose of settling or managing his estate and such power as the decedent or
incompetent possessed to assign all or any part of his interest in the
Partnership and to join with such assignee in satisfying conditions precedent to
such assignee becoming a Substituted Limited Partner. The death of a Limited
Partner shall not dissolve the Partnership.
ARTICLE EIGHT
PROFITS AND LOSSES; DISTRIBUTIONS;
AND EXPENSES OF GENERAL PARTNERS
8.1 Allocation of Profits and Losses
A. Except as otherwise provided herein, all profits and losses of
the Partnership shall be allocated to the Partners, with each Partner sharing in
such profits and losses in proportion to his equity interest.
8.2 Cash Distributions Prior to Dissolution
All Net Cash Income of the Partnership for each fiscal year shall be
distributed to the Partners, with each Partner sharing in such Net Cash Income
in proportion to his equity interest.
8.3 Cash Distributions Upon Dissolution
A. Upon the dissolution of the Partnership as a result of the
occurrence of any of the events set forth in Section 2.4, the General Partner
shall proceed to liquidate the Partnership, and the proceeds of liquidation (the
"Proceeds of Liquidation") shall be applied and distributed in the following
order of priority:
(i) First, to the payment of debts and liabilities of the
Partnership (other than any loans or advances that may have been
made by any of the Partners to the Partnership) and the expenses of
liquidation.
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(ii) Second, to the establishment of any reserve which the
General Partner may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Partnership. Such
reserve may be paid over by the General Partner to any attorney at
law, or other acceptable party, as escrow agent to be held for
disbursement in payment of any of the aforementioned liabilities
and, at the expiration of such period as shall be deemed advisable
by the General Partner, for distribution of the balance, in the
manner hereinafter provided in this Section.
(iii) Third, to the repayment of any loans or advances that
may have been made by the Limited Partners to the Partnership.
(iv) Finally, the balance of any funds then remaining shall be
distributed to the Partners in the following order of priority:
(1) To the Limited Partners in an amount equal to any
previously undistributed share of the Net Cash Income of the
Partnership due the Limited Partner.
(2) To the Limited Partners in proportion to their
respective Capital Contributions.
(3) To the General Partner in an amount equal to any
loans or advances that have been made by the General Partner
to the Partnership.
(4) The balance to the Partners, with each Partner
sharing in proportion to his equity interest.
8.4 Expenses of Partnership and of the General Partners
All expenses incurred by the General Partner in connection with the
Partnerships business shall be paid by the Partnership or reimbursed to the
General Partner by the Partnership.
ARTICLE NINE
BOOKS, RECORDS AND REPORTS, ACCOUNTING, ETC.
9.1 Books, Records and Reports
A. Proper and complete records and books of account shall be kept by
the General Partner, in which shall be entered all transactions and other
matters relative to the
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Partnership's business. The Partnership books and records shall be prepared in
accordance with generally accepted accounting principles, consistently applied.
The books and records shall be maintained at the principal office of the
Partnership or such other location specified by the General Partner and shall be
open for examination and inspection by the Partners or by their duly authorized
representative during reasonable business hours.
B. The General Partner shall have prepared, at least annually, at
the Partnership's expense, financial statements prepared in accordance with
generally accepted accounting principles. Copies of such statements shall be
distributed to the Limited Partners within 120 days after the close of each
taxable year of the Partnership.
C. The General Partner shall have prepared, at least annually, at
the Partnership's expense, a report containing Partnership information necessary
in the preparation of the Limited Partners' Federal income tax returns. Copies
of such report shall be distributed to the Limited Partners within 75 days after
the close of each taxable year of the Partnership.
9.2 Bank Accounts
The bank accounts of the Partnership shall be maintained in such
banking institutions as the General Partner shall determine, and withdrawals
shall be made only in the regular course of Partnership business on such
signature or signatures as the General Partner may determine.
9.3 Accountants
The accountants, if any, for the Partnership shall be chosen by the
General Partners.
9.4 Accrual Basis and Fiscal Year
The books of the Partnership shall be kept on the accrual basis. The
fiscal year of the Partnership shall be the calendar year.
ARTICLE TEN
GENERAL PROVISIONS
10.1 Appointment of the General Partner as Attorneys-in-Fact
A. Each Limited Partner, by the execution hereof, hereby irrevocably
constitutes and appoints the General Partner under this Agreement, his true and
lawful attorney-in-fact, with full power and authority in his name, place and
xxxxx, to
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execute and acknowledge under oath, swear to, deliver, file and record at the
appropriate public offices such documents as may be necessary or appropriate to
carry out the provisions of this Agreement including:
(i) All certificates and other instruments (including this
Agreement or any Certificate of Limited Partnership and any
amendment thereof) which the General Partner deems appropriate to
qualify or continue the Partnership as a limited partnership under
the State Uniform Limited Partnership Law or under the laws of any
other jurisdiction in which the Partnership may conduct business;
(ii) All amendments to this Agreement or any Certificate of
Limited Partnership which are required to be filed or which the
General Partner deems to be advisable to file;
(iii) All instruments which the General Partner deems
appropriate to reflect a change of modification of the Partnership
in accordance with the terms of this Agreement;
(iv) All conveyances and other instruments which the General
Partner deems appropriate to reflect the dissolution and termination
of the Partnership; and
(v) All other instruments, documents or contracts requisite to
carrying out the intent and purpose of this Agreement and the
business of the Partnership.
B. The appointment by the Limited Partners of the General Partner as
attorney-in-fact shall be deemed to be a power coupled with an interest in
recognition of the fact that each of the Partners under this Agreement will be
relying upon the power of the General Partner to act as contemplated by this
Agreement in any filing and other action by it on behalf of the Partnership. The
foregoing power of attorney shall survive the death, incompetency or dissolution
of any Limited Partner or the assignment by a Limited Partner of the whole or
any part of his interest hereunder.
10.2 Word Meanings
The words such as "herein", "hereinafter", "hereof", and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.
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10.3 Binding Provisions
The covenants and agreements contained herein shall be binding upon,
and inure to the benefit of the heirs, executors, administrators, successors and
assigns of the respective parties hereto.
10.4 Counterparts
This Agreement may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart,
except that no counterpart shall be binding unless signed by the General
Partner.
10.5. Entire Agreement
This Agreement contains the entire agreement between the parties and
supersedes all prior writings or representations.
10.6 Separability of Provisions
Each provision of this Agreement shall be considered separable and
if for any reason any provision or provisions herein are determined to be
invalid or unenforceable such invalidity or unenforceability shall not impair
the operation of or effect any other portion of this Agreement and this
Agreement shall be construed in all respect as if such invalid or unenforceable
provision was omitted.
10.7 Representation
Each person who becomes a Limited Partner hereunder does hereby
represent and warrant by the signing of a counterpart of this Agreement that the
Limited Partner Interest acquired by him was acquired for his own account, for
investment only, and not for the interest of any other persons, and not for
resale to any other persons or future distribution, and that he has relied
solely on the advice of his personal tax, investment or other advisor(s) in
making his investment decision. The General Partner has not made and hereby
makes no warranties or representations other than those set forth in this
Agreement. Furthermore, each Limited Partner acknowledges that (a) an investment
in the Partnership is very speculative and may result in a loss of the Limited
Partner's entire investment; (b) the Partnership interests have not been
registered under the Securities Acts of 1933 or 1934, as amended, or under any
applicable state blue sky laws, and are not transferable except in compliance
with the restrictions on transferability contained in the Agreement and imposed
by applicable federal and state securities laws, and accordingly,
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an investment in the Partnership lacks liquidity; (c) the tax consequences of an
investment in the Partnership may depend upon the Limited Partner's
circumstances; (d) there are no assurances that the Internal Revenue Code or the
Regulations thereunder or interpretations thereof will not be amended in such
manner so as to deprive the Partnership and the Partners of some or all of the
tax benefits they might now receive; (e) the Partnership has only recently been
formed; and (f) no federal or state agency has made any finding or determination
as to the fairness of the offering, or any recommendation or endorsement of the
Partnership interests.
10.8 Section Titles
Section titles are for descriptive purposes only and shall not
control or alter the meaning of this Agreement as set forth in the text.
10.9 Amendments
A. In addition to the amendments otherwise authorized herein, this
Agreement may be amended, from time to time, by the General Partner and the
Limited Partners; provided, however, that without the prior written consent of
all the Partners, this Agreement may not be amended so as to (i) convert the
interest of a Limited Partner into the interest of a General Partner; (ii)
modify the limited liability of a Limited Partner; (iii) alter the interest of a
Partner with respect to profits and losses, Net Cash Income or other
distributions of the Partnership; or (iv) extend the term of the Partnership as
set forth in Section 2.4 hereof. If this Agreement shall be amended as a result
of substituting a Limited Partner, the amendment to this Agreement shall be
signed by the General Partner and by the person to be substituted and, if a
Limited Partner is to be substituted, by the assigning Limited Partner. If this
Agreement shall be amended to reflect the Withdrawal of a General Partner and
the business of the Partnership is continued, such amendment shall be signed by
the remaining or successor General Partner(s).
B. In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partner, without the consent of the Limited Partners, (i) to cure any ambiguity
or to correct or supplement any provision herein which may be inconsistent with
any other provision herein or (ii) to delete or add any provision of this
Agreement required to be so deleted or added by the Securities and Exchange
Commission, the Internal Revenue Service, or other Federal agency or by a state
"blue sky" commissioner or other similar official, which addition or deletion is
deemed by such Commission, Service, agency or official to be for the benefit or
protection of the Limited Partners; provided, however, that no amendment shall
be
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adopted pursuant to this Section unless the adoption thereof (i) is for the
benefit of or not adverse to the interests of the Limited Partners; (ii) does
not convert the interests of a Limited Partner into the interest of a General
Partner; (iii) does not modify the limited liability of the Limited Partners;
(iv) does not reduce the interest of a Partner with respect to profits and
losses, Net Cash Income or other distributions of the Partnership; (v) does not
extend the term of the Partnership as set forth in Section 2.4 herein; or (vi)
does not affect the status of the Partnership as a partnership for Federal
income tax purposes.
10.10 Partition
The Partners agree that the Partnership's assets are not and will
not be suitable for partition. Accordingly, each of the Partners hereby
irrevocably waives any and all right he may have to maintain any action for
partition of any of the Partnership's assets.
ARTICLE ELEVEN
ADMISSION OF LIMITED PARTNERS; LIMITATIONS
11.1 Admission of Limited Partners. A person shall become a Limited
Partner when he has completed all of the following:
(a) Executed a counterpart of this Agreement or a Limited Partner
Subscription Agreement in the form approved by the General Partner;
(b) Executed any other document, certificate or instrument, and
taken such other action as the General Partner may reasonably request to
evidence and perfect such person's admission as a Limited Partner.
11.2 Expiration and Limitations.
A. Only those duly-qualified applicants for a construction permit to
serve the Portsmouth-Dover-Rochester, New Hampshire-Maine NECMA subject to the
partial settlements encompassed by the Joint Agreement shall be invited to
become Limited Partners.
B. Any such applicant desiring to become a Limited Partner hereunder
must elect to do so, in writing, by execution of a Counterpart of this
Agreement, and transmitting said executed Counterpart postage pre-paid,
first-class U.S. mail, postmarked no later than December 15, 1986, to: Chin
Enterprises, Inc., 0000 Xxxxxxx Xx., Xxxxxxx, XX. 00000.
C. An applicants failure to comply with all of the terms of this
Section shall operate to waive forever any rights
-17-
it may have under the Joint Agreement or any other partial settlement agreement
to obtain any interest in the Partnership.
WITNESS the execution hereof as of the day and year first above
written by the General Partner and the Initial Limited Partner, whose respective
residence addresses are set forth opposite their respective signatures.
GENERAL PARTNER
Address: 3324 Octavia St. CHIN ENTERPRISES, INC.
Xxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx, President
INITIAL LIMITED PARTNER
Xxxxxxx X. Xxxx
Address: 3324 Octavia St. By /s/ Xxxxxxx X. Xxxx
Xxxxxxx, XX 00000 --------------------------
-18-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
AMENDMENT TO CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986 is hereby amended as follows:
I. Article Two, Section 2.2: The zip code of the principal office
and place of business is corrected to read "03310".
II. Article Seven, Section 7.1: The present Section 7.1 is to be
deleted and the following is to be substituted therefor;
7.1 Restrictions on Transfer
A. The Limited Partners agree that they will not sell, assign,
transfer, mortgage, pledge, exchange, convey, hypothecate or
otherwise dispose of (collectively a "transfer") all or any part of
their record, financial or beneficial interest in the Partnership (a
"Limited Partnership Interest") to any person, other than an
existing Partner, whether such transfer is pursuant to any Article
of this Agreement, by operation of law or otherwise, without the
prior written consent of the General Partner, such consent not to be
unreasonably withheld. The General Partner may withhold consent if,
in the opinion of counsel to the Partnership, the transfer would:
(i) result in the termination of the Partnership or jeopardize
the status of the Partnership as a Partnership for Federal income
tax purposes; or
(ii) violate the provisions of any applicable Federal law or
regulation or violate the terms upon which the Partnership's license
to operate the subject cellular system was granted.
B. A Limited Partnership Interest may be transferred to an
existing Partner upon notice to the General Partner. Any transfer of
a Limited Partner Partnership Interest in contravention of the
provisions of this Article Seven shall be void and ineffectual and
shall not bind or be recognized by the Partnership.
III. Article Eight, Section 8.2: Insert the word "annually" after
the word "distributed".
FILED
DEC 15 1986
NEW HAMPSHIRE
SECRETARY OF STATE
Witness the execution hereof as of the day and year written below by
the General Partner and the Initial Limited Partner, whose respective residence
addresses are set forth opposite their respective signatures.
GENERAL PARTNER
CHIN ENTERPRISES, INC.
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: Dec. 11, 1986 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx, President
INITIAL LIMITED PARTNER
Xxxxxxx X. Xxxx
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: Dec. 11, 1986 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
-2-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
AMENDMENT TO CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986 is hereby amended as follows:
I. Article Three, Section 3.1: The present Section 3.1 is to be
deleted and the following is to be substituted therefor:
3.1 Partnership Equity.
A. The entire equity of the Partnership shall be held by the
Partners.
B. The General Partner shall at all times maintain a net worth
and hold an equity interest in the Partnership sufficient to satisfy all
applicable regulations under the Code.
C. The combined equity interest of the Initial Limited Partner
and the General Partner shall be no less than 50.01% of the total Partnership
equity, to be allocated between them at their discretion, provided that the
requirements of subparagraph B. above are met. The Remaining Limited Partners
shall have the opportunity to acquire their respective interests in the
Partnership pursuant to the terms of the Joint Agreement.
Witness the execution hereof as of the day and year written below by
the General Partner and the Initial Limited Partner, whose respective residence
addresses are set forth opposite their respective signatures.
GENERAL PARTNER
Chin Enterprises, Inc.
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: February 20, 1987 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx, President
INITIAL LIMITED PARTNER
Xxxxxxx X. Xxxx
0000 Xxxxxxx Xx.
Xxxxxxx, Xxxxxxxxxx
Date: February 20, 1987 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
FILED
OCT 14 1987
NEW HAMPSHIRE
SECRETARY OF STATE
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
THIRD AMENDMENT TO AGREEMENT AND CERTIFICIATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986 and
February 20, 1987 (the "Agreement"), is hereby amended pursuant to New Hampshire
Revised Statutes Section 305:26 and Article 10.1 of the Agreement as follows:
I. Subject to II, below, Article 11 of the Agreement is hereby
amended to add the following Article 11.1(c):
(c) The following persons are hereby admitted as Limited
Partners:
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxxxx X. Xxxxx .3332%
XX 0 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
AC Associates .3332%
00 Xxxx Xx.
Xxxxxxxxxxxxx, XX 00000
Aero-Tel, Inc. .3244%
00000 Xxxxxx Xxxx
Xxxxxxx Xxxx, XX 00000-0000
X.X. Xxxxx .3332%
000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
American General Cellular Corp. .3244%
000 X. Xxxxx Xx., #0000
Xxxxxxx Xxxxx, XX 00000
Xxxx X. Xxxxxxxx .3332%
XX #0
Xxxxxxxx, XX 00000
Xxxxxx Xxxxxxx .3244%
X.X. Xxx 0000
Xxxxxx Xxxxxxx, XX 00000
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxxx X. Xxxxxxxxx .3244%
0000 X. 0000 X., #000
Xxxxx, XX 00000
Xxxxxxx X. X. Au .3332%
00-000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
C-TAC VI .3332%
x/x Xxxxxx X. Xxxxxxx
000 00xx Xxx. X.X.
Xxxxxxx, XX 00000
C-TAC VII .3332%
x/x Xxxxxx X. Xxxxxxx
000 00xx Xxx. X.X.
Xxxxxxx, XX 00000
C-TAC VIII .3332%
x/x Xxxxxx X. Xxxxxxx
000 00xx Xxx. X.X.
Xxxxxxx, XX 00000
X.X. Partnership .3244%
c/o Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxxx .3332%
00-000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Xxxx-Xxxx, Inc. .3244%
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Xxxxxx X. Block .3332%
00000 Xxxxxxxx Xxx #0
Xxxxxx Xxx Xxx, XX 00000
The Xxxxxx X. Xxxx .3244%
Organization, Inc.
c/o Xxxxxx X. Xxxx
0000 Xxxxxx Xxx.
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxx Xx. .3332%
215 XX 0 Xxx Xxxx Xx.
Xxxxx, XX 00000
-2-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Madison Cellular Corporation .3244%
c/o Xxxxx Xxxxxxxxxxxx
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxx .3332%
000 Xxxxxxx Xxxxxx
Xxxxx 00
Xxx Xxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxxx .3332%
0000 Xxxxxxx, Xxxxx 00
Xxxxxx Xxxxx, XX 00000
Xxxx Xxxxxxx/Prospect .3332%
Cellular Investments, Inc.
x/x Xxxxxxx X. Xxxxx
X.X. Xxx 0000
0000 X. 0xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxx X. Xxxxxxxxx .3332%
0000 Xxxxxxx Xx., X.X.
Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx .3332%
0 Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxx .3332%
0 Xxxxxxxx Xx.
Xxxxxx, XX 00000
Card General Partnership .3332%
Xxx 000 Xx. 0
Xxxxx, XX 00000
Xxxxxxx X. Xxxxx .3244%
000 Xxxxx Xxxxx
Xxxxxx, XX 00000
Franciscan Design Software, Inc. .3332%
c/o Xxxxxx X. Xxxxx
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
-3-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Cellular Ventures, Inc. .3244%
4929 Valjean
Xxxxxx, XX 00000
Xxxxx Communications, Inc. .3244%
c/x Xxxxxx X. Xxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
June X. Xxxx .3332%
00000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Cinkutis, Inc. .3244%
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxx.
Xxxxxxxxx Xxx. XX 00000
Xxxxx Xx Xxxxx .3332%
000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx Cellular Partnership .3332%
c/o Xxxxxx X. Xxxxxx
000 Xxxxx Xxxx Xxxxx
Xxxx, XX 00000
Xxxxxx Xxxxxxx Xxxx .3332%
000 Xxxxxxxxxx Xxxx
Xxxxxx Xxx, XX 00000
LS Associates .3332%
x/x Xxxxx X. Xxxxxx
000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
Xxxx X. Xxxxxxxxx .3244%
000 Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxxxx .3244%
0000 Xxxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
CPS Telecom, Inc. .3332%
00000 Xxxxxx
Xxxxxx Xxxx, XX 00000
-4-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Alpha Cellular II .3332%
c/o Xxxxx X. Xxxxxxxx
00000 Xxxxxxxxx Xxxxxx, #X
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx .3332%
0000 Xxxxxxxxxx Xx. #00
Xxxxxxxx Xxxx, XX 00000
Cyrus K. Dam .3332%
00 Xxxxx Xxxxx Xxx.
Xxxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxxx .3332%
00000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Dawursk Partnership .3244%
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Delchi Corportion .3332%
x/x Xxxxx Xxxxxxx
X. 0. Xxx 0000
Xxx Xxxx, XX 00000-0000
Xxxxxxx X. Xxxxxx .8404%
Route 6, X.X. Xxx 0000
Xxxxxx, XX 00000
Xxxxxx General Partnership .3332%
c/o Xxxxx X. Xxxxxx
0000 Xxxxxx Xx.
Xxxxxxxxx, XX 00000
North American Cellular .3332%
Telephone, Inc.
c/o Xxxx X. Xxxx, M.D.
00000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx .3244%
0000 Xxxxx Xx.
Xxxxx Xxx, XX 00000
Xxxxxxx X. Xxxxx .3332%
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
-5-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxxx Xxxxxxx .3332%
000 Xxxxxxxxx Xxx.
Xxxx Xxxxxx, XX 00000
R. Xxxxx Xxxxxxxx .3244%
000 X. 00xx Xx. #00X
Xxx Xxxx, XX 00000-0000
Koire Drysdale .3332%
X.X. Xxx 0000
Xxxx Xxxxx, XX 00000
Xxxxxxx X. Xxxxxx .3332%
000 Xxxxxxx Xxxxxx
Xxxxx 00
Xxx Xxxxxxxxx, XX 00000
Xxxxx Xxxxxx .3332%
000 Xxxxxxx Xxxxxx
Xxxxx 00
Xxx Xxxxxxxxx, XX 00000
Xxxx X. Xxxxx .3244%
000 Xxxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
Elleron Chemicals Corporation .3244%
0000 Xxxxxx Xxxxx #0
Xxxxxxx, XX 00000
Xxx X. Xxxxx .3244%
P. 0. Xxx 000
Xxxxxxx, XX 00000-0000
Lemon Tree Enterprises, Inc. .3244%
c/o Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Xxx Xxxx .3332%
00000 Xxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Xxxxxxx X. Xxxxxxx .3332%
0000 Xxxxxxxxxxxx Xx.
Xxxxxxxx, XX 00000
-6-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Pacific Technocracy R & D, Inc. .3244%
c/o Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxx.
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx .3244%
0000 Xxxxxxxx Xxx.
Xxxx Xxx, XX 00000
Xxxxx X. Xxxxxx .3332%
000 Xxxxx Xxxx Xxxxx #0000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxx .3244%
000-00 Xxxxx Xxxxxxxx
Xxxxxxxx, XX 00000
Germantown Cellular Associates .3244%
c/o Xxxxxx X. Xxxxx
00000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Three Ring Cellular .3244%
c/o Xxxxxxxx X. Xxxxx
00000 Xxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxxx .3244%
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Handler General Partnership .3244%
c/o Xxxxxx Xxxxxxx
00000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
Xxxx Xxxxxx .3332%
00000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxx .3332%
000 X. Xxxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
American Lo-Power
Television Network, Inc. .3332%
000 Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000
-7-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxx X. Xxxxxx .3244%
000 Xxxxxxx Xx., Xxx 0000
Xxx Xxxxxxxxx, XX 00000
Cellulinear, Inc. .3244%
c/o Xxxxxxx X. Xxxx
0000 Xxxxx Xxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
K.C. Cellular Corp., Inc. .3244%
c/o Xxxx Xxxxxxx
00 Xxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Westmore Cellular Corp. .3244%
c/o Xxxx. X. Xxxxxx
00 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxx .3244%
000 Xxxxx Xxx
Xxxxxxxxxx, XX 00000
TLC Enterprises .3332%
c/o J. Xxx Xxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
PKO Television, Ltd. .3244%
c/o Xxxx Xxxxx
000 X. 00xx Xx.
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxx .3332%
10300 N. 0000 X.
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxx .3332%
0000 Xxxx Xx.
Xxxxxx Xxxxx Xxxxxx, XX 00000
Xxxxxxx Xxxx Xxxxxx .3332%
00000 Xxxxxxxx
Xxxxxxx, XX 00000
Xxxxx Xxxxxxxxx .3332%
000 Xxxxxxxx
Xxxxxxx, XX 00000
-8-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxx Xxxx .3332%
00-000 Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
Xxxx XxXxxxx .3332%
000 Xxx Xxxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxx .3332%
000 0/0 Xx. Xxxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx .3332%
0000 XxxXxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxxx X. Lintini .3332%
00 Xxxxxxxx Xxx
Xxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx .3332%
00 Xxxx Xx.
Xxxxxx, XX 00000
Xxxx X. Xxxxxx .3244%
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
R.G. Partnership .3244%
c/o Xxxxxx Xxxxxx
000 Xxxxxx Xx.
Xxxxxx Xxxxx, XX 00000
Patcom .3332%
x/x Xxxxxx X. Xxxxx, Xx.
X.0. Xxx 0000
Xxxxxxxx, XX, 00000
Maple Street Partnership Ltd. .3244%
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
American Cellular Corporation .3244%
c/o Xxxxxxx X. Xxxxxxxxx
0000 Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
-9-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
XxXxxxxxx & Co., Inc. .3244%
x/x Xxxxxxx X. XxXxxxxxx
X. 0. Xxx XX0000
Xxxxxxxx 5
Bermuda
XxXxxxx Electronics Corp. .3332%
x/x Xxxx X. XxXxxxx, Xx.
Xxxxxxxx Xx.
Xxxxxxx, XX 00000
Xxxxxxxxx X. Xxxxxxx Xx. .3332%
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
G. P. Partnership .3244%
c/o Xxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxxxx, #000
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx .3332%
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Xxxxxx X. Xxxxxx .3332%
00000 Xxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Mincom, Inc. .3244%
c/o Xxxxxxx X. Xxxxxx, Xx.
00000 Xxxxxxx Xx
Xxxx Xxxxx, XX 00000
Xxxxxxx X. Xxxxx .3244%
000 Xxxxxx Xx.
Xxxxxxxxxxx, XX 00000
Xxx X. Xxxxxx .3332%
P. 0. Xxx 000
Xxxxxxxxxx, XX 00000
Wladimir & Xxxxx Xxxxxxxxxxxxx .3332%
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X'Xxxxx .3332%
0000 XX Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
-10-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxx Xxxxxxx Xxxxxxxx .3244%
0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
Onyx Cellular Corporation .3332%
00000 Xxxxxx
Xxxxxx Xxxx, XX 00000
Xxxxxx Xxxxxx .3332%
0000 Xxxxx Xx., #000
Xxxxxxxxxx, XX 00000
Xxxx X. Xxxxxxxx .3244%
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxxxx Xxxxx .3332%
0000 Xxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
Xxxx General Partnership .3244%
c/o Xxxxxxx Xxxx
0000 00xx Xxx.
Xxx Xxxxxxxxx, XX 00000
Xxxxx X. Xxxxx .3332%
00000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxx, XX 00000
Xxxx X. Xxxxxxx .3332%
000 Xxxxx Xxxx
X. Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx .3332%
14817 Xxxxxxx
Xxxxxx, XX 00000
Pliny A. Price, M.D. .3332%
0000 X. Xxxx Xx.
Xxxxxxxx XX 00000
Xxxxxx X. Xxxxxx .3332%
00 Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx .3332%
0000 X. 00xx Xx.
Xxxxxx, XX 00000
-11-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxxx X. Xxxxxx .3332%
0000 Xxxxxx Xx.
Xxxx Xxxx Xxxx, XX 00000
Executive Telecom Limited .3244%
c/o Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Xxxxx Xxxxxxx .3332%
00 Xxxxxxx Xxxx Xx.
Xxxxx Xxxxx, XX 00000
Keynote Communications, Inc. .3332%
c/o Xxxxx X. Xxxxx
0000 Xxxxxxxxx
Xxx Xxxx, XX 00000
Global Cellular Partners .3332%
c/o Xxxxxx Xxx
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxxxxxxxx .3332%
00000 Xxxxxxxx Xxx #0
Xxxxxx Xxx Xxx, XX 00000
Xxxxxxx X. Xxxxxxx .3244%
0000 Xxxxx Xxxx Xx., Xxx. 000
Xxxxxxxx, XX 00000
Xxxxxxx & Xxxxxxx .3332%
0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxx Xxxxxx Xxxxxx .3244%
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxxxx X. Xxxxx .3332%
000 Xxxxxxx
Xxx Xxxxxxx, XX 00000
Xxxxx X. Xxxxxxxx .3332%
0000 X. Xxxxxxx Xx.
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx .3332%
00000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxxx Xxxx, XX 00000
-12-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Xxxxxx Interactive .3244%
Components, Inc.
c/o Xxxxx Xxxxxxxxx
00000 Xxxxxx Xx.
Xxxxxxx Xxxx, XX 00000
Xxxxxxxx Xxxxxxx .3244%
000 Xxxxxxx Xx., Xxx 0000
Xxx Xxxxxxxxx, XX 00000
Xxx Xxx .3332%
000 Xxxxx Xxx.
Xxx Xxxxxxxxx, XX 00000
Waterside Cellular .3244%
x/x Xxxxx X. Xxxxxx
0000 Xxxxxx St.
College Park, MD 20740
Xxxxxx X. Xxxxxxxx .3244%
00000 Xxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
Edison Communications .3244%
x/x Xxxxxx Xxxxx
X.X. Xxx XX 000
Xxxxxxxx Xxx, XX
Xxxxx Xxxxxxx .3332%
0000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Stuart S. Verch, II .3244%
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx .3244%
000 Xxxxx 0xx Xx.
Xxxxxxxxxxxx, XX 00000
Eastern Cellular Communications .3244%
c/o Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx Xxxxxx Xxxx,
X.X. Xxx 000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx .3244%
X.X. Xxx 000
Xxxxxx, XX 00000
-13-
Limited Partner Limited Partnership Interest
--------------- ----------------------------
Sedgwick Xxxxxxx Xxxx .3332%
00 Xxxxxxxx Xxxx Xxx.
Xxxxxx, XX 00000
Cellular Systems of America, Inc. .3244%
c/o Xxxx Xxxxxxxxx West
"Xxxx Xxxxx"
00 Xxxxxxxxxx Xxxxx Xxxx
Xxxxx'x Xxxxxx, XX 08
Bermuda
Xxxx X. Xxxxxxx .3332%
00000 Xxxxxx Xx.
Xxxxxxx, XX 00000
Xxxxxx Xxxxx .3332%
00000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx .3332%
00 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
II. Pursuant to Article 7 of the Agreement, certain Limited Partners
assigned their limited partnership interests. Accordingly, Article 11.1(c) is
further amended to include as Substituted Limited Partners the following
persons, owning the Limited Partnership Interests so designated for the former
Limited Partners so indicated:
A. Cellular Holdings, Inc. 2.3324%
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
is the Substituted Limited Partner for the following:
Xxxxxx X. Block
Xxxxxxx X. Xxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxxxxx
B. R Cellular .6664%
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxx, XX 00000-0000
is the Substituted Limited Partner for the following:
Xxxx Xxxxxx
Xxxxxx X. Xxxxxxxx
-14-
III. Signed counterparts reflecting each Limited Partner's agreement
to the terms of the Agreement are attached hereto and incorporated as part of
this amendment.
IV. Signed assignment forms reflecting each transfer of limited
partnership interests stated in Section II above are attached hereto and
incorporated as part of this amendment.
Witness the execution hereof as of the day and year written below by
the General Partner and the Initial Limited Partner, whose respective residence
addresses are set forth opposite their respective signatures.
GENERAL PARTNER
Chin Enterprises, Inc.
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: October 5, 1987 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx, President
INITIAL LIMITED PARTNER
Xxxxxxx X. Xxxx
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: October 5, 1987 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
-15-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
FOURTH AMENDMENT TO AGREEMENT AND CERTIFICIATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986,
February 20, 1987, and October 5, 1987 (the "Agreement"), is hereby amended
pursuant to New Hampshire Revised Statutes Section 305:26 and Article 10.1 of
the Agreement as follows:
I. Section 3(C) of the Agreement is deleted and the following is to
be substituted therefor:
(c) The General Partner's equity interest is 1% of the total
Partnership equity. The Initial Limited Partner's equity interest in the
Partnership is 10% of the total partnership equity. The Initial Limited Partner
has transferred 39.0232% of the total partnership equity to BCG of Portsmouth,
Inc., which is hereby admitted as a Substituted Limited Partner for that
interest.
II. Section 11.1 of the Agreement is hereby amended to insert the
words "Subject to Article 7 hereof" at the beginning of the first sentence
thereof.
Witness the execution hereof as of the day and year written below by
the General Partner, the Initial Limited Partner, and BCG of Portsmouth Inc.,
whose respective residence addresses are set forth opposite their respective
signatures.
GENERAL PARTNER
CHIN ENTERPRISES, INC.
Date: Oct 23, 1987 By /s/ Xxxxxxx X. Xxxx
-----------------------
President
INITIAL LIMITED PARTNER
Xxxxxxx X. Xxxx
0000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Date: October 23, 1987 /s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
BCG of Portsmouth, Inc.
0000 Xxxx Xxxxxx
Xxxxx , X.X.
Date: October 23, 1987 By /s/ Xxxx X. Xxxxx
-----------------------
President
-2-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
AMENDMENT TO AGREEMENT
OF LIMITED PARTNERSHIP
The Agreement of Limited Partnership of Portsmouth Cellular Limited
Partnership as filed with the State of New Hampshire on November 24, 1986, and
as amended by amendments dated December 11, 1986, February 20, 1987, and October
5, 1987 (the "Agreement"), is hereby amended, effective on the date hereof,
pursuant to Sections 10.1 and 10.9B of the Agreement as follows:
Section 5.5 of the Agreement is amended by adding at the end of the
first sentence thereof:
"; and provided further that no indemnification shall be made with
respect to federal or state securities law violations to the extent
proscribed by any applicable federal or state law or regulations,
including without limitation Regulation 13.305(a)(2)(E)(iv)(a)
promulgated under the Massachusetts Uniform Securities Act, which is
incorporated herein by reference.
Witness the execution hereof on October 22, 1987, by the General
Partner pursuant to Sections 10.1 and l0.9B of the Agreement.
GENERAL PARTNER
Chin Enterprises, Inc.
By /s/ Xxxxxxx X. Xxxx
-----------------------
President
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
FIFTH AMENDMENT TO AGREEMENT AND CERTIFICATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986,
February 20, 1987, October 5, 1987 and October 23, 1987 (the "Agreement"), is
hereby amended pursuant to New Hampshire Revised Statutes Section 305:26 and
Article 10.1 of the Agreement as follows:
I. Pursuant to Article 7 of the Agreement, certain Limited Partners
holding in the aggregate limited partnership interests totalling 15.3876%
assigned their limited partnership interests to BCG of Portsmouth, Inc.
Accordingly, Article 11.1(c) is amended to include BCG of Portsmouth, Inc. as a
Substituted Limited Partner for the following former Limited Partners:
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxxx
Koire Xxxxxxxx
Xxxx X. Xxxxx
Xxx Xxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Handler General Partnership
Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxx
Xxx X. Xxxxxx
Xxxxxxxx Xxxxx
Xxxx General Partnership
Pliny A. Price, M.D.
Xxxxxx X. Xxxxxx
Xxxx Xxxxxx Xxxxxx
Xxxxxx X. Xxxxx
Aero-Tel, Inc.
American Cellular Corporation
American General Cellular Corp.
Cellular Ventures, Inc.
Cellulinear, Inc.
CPS Telecom, Inc.
The Xxxxxx X. Xxxx Organization, Inc.
Edison Communications
Global Cellular Partners
G.P. Partnership
X.X. Partnership
K.C. Cellular Corp., Inc.
Keynote Communications, Inc.
Lemon Tree Enterprises, Inc.
Madison Cellular Corporation
Maple Street Partnership, Ltd.
XxXxxxxxx & Co., Inc.
XxXxxxx Electronics Corp.
Mincom, Inc.
Pacific Technocracy R&D, Inc.
PKO Television, Ltd.
R.G. Partnership
Xxxx-Xxxx, Inc.
Xxxxxx Interactive Components, Inc.
Xxxxx Communications, Inc.
Westmore Cellular Corp.
II. Signed assignment forms reflecting each transfer of limited
partnership interests stated in Section I above are attached hereto and
incorporated as part of this amendment.
Witness the execution hereof as of the day and year written below by the
General Partner and the Substituted Limited Partner, whose respective addresses
are set forth opposite their respective signatures.
GENERAL PARTNER
000 Xxxx Xxxxxx
Xxxxx, X.X. 00000 CHIN ENTERPRISES, INC.
Date: 10/27/87 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
SUBSTITUTED LIMITED PARTNER
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 BCG of Portsmouth, Inc.
Date: 10/27/87 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
-2-
LETTER AGREEMENT
BCG OF PORTSMOUTH, INC.
x/x Xxxxxxx & Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Sale of Interest in Portsmouth Cellular
Limited Partnership
Gentlemen:
I am a limited partner of Portsmouth Cellular Limited Partnership, a New
Hampshire limited partnership ("Portsmouth Cellular") which holds a construction
permit to build the nonwireline cellular system serving the Portsmouth, New
Hampshire area.
I acquired my limited partnership interest in Portsmouth Cellular as a
result of certain rights under a Cellular Settlement Agreement dated May 20,
1986 and a Joint Agreement dated May 28, 1986 (collectively referred to as the
"Settlement Agreements" and all parties having rights thereunder as the
"Settlement Group").
I understand that you have entered into an Acquisition Agreement (the
"Acquisition Agreement") with Xxxxxxx X. Xxxx ("Chin"), Chin Enterprises, Inc.,
The Boston Communications Group, Inc. The Charter Group, and Portsmouth
Cellular. The Acquisition Agreement provides that Chin will sell to you all of
his interest in Portsmouth Cellular ("Chin's Interest"), including his interest
as a limited partner and his ownership of the stock of Chin Enterprises, Inc.,
the general partner of Portsmouth Cellular provided however that Chin may elect
to retain up to a ten percent (10%) interest in Portsmouth Cellular so long as
you obtain fifty one percent (51%) or more of Portsmouth Cellular and the
interests of the Settlement Group. Thus, following the purchase of Chin's
Interest, you will own a controlling interest in Portsmouth Cellular. I also
understand that BCG Management, Inc., a company which is affiliated with you,
has entered into a Management Agreement pursuant to which it will construct and
operate the Portsmouth Cellular system on behalf of Portsmouth Cellular. A copy
of the Acquisition Agreement and the Management Agreement has been provided to
me as well as a memorandum dated May 26, 1987.
I HEREBY AGREE TO SELL YOU ALL OF MY RIGHT, TITLE AND INTEREST AS A
LIMITED PARTNER OF PORTSMOUTH CELLULAR AND UNDER THE SETTLEMENT AGREEMENTS (MY
"INTEREST") UPON THE TERMS SET FORTH IN THIS LETTER. THOSE TERMS ARE AS FOLLOWS:
1. Purchase Price. The price for my Interest is proportionately the same
price being paid to Chin for Chin's Interest. The purchase price for my Interest
shall be computed based upon a total value of $2,250,740 for 100% of all
partnership interests in Portsmouth Cellular and interests of the Settlement
Group, less the amount of purchase price adjustments as provided in the
Acquisition Agreement and a five percent (5%) brokerage fee to the Charter
Group.
2. Purchase Date; Termination. The purchase of my Interest by you shall
occur simultaneously with the purchase of Chin's Interest under the Acquisition
Agreement; subject to your right to effect such purchase at such earlier time as
you may elect (the "Purchase Date"). Under the Acquisition Agreement, the
scheduled date for the purchase of Chin's Interest is presently the tenth
business day after all FCC approvals have become final and all conditions set
forth in such approvals have been satisfied. I understand that one such
condition likely to be imposed by the FCC is the completion of construction of
the Portsmouth Cellular system. Thus, the Purchase Date will probably occur
following the completion of construction, which is currently anticipated
sometime during the coming fall or winter.
In the event of termination of the Acquisition Agreement, you shall have
the right to terminate this Letter Agreement.
3. Method of Payment. The purchase price for my Interest will be in cash
or by wire transfer of funds or certified or bank cashier's check. At your
election, such amount will be paid either directly to me or to The Charter Group
in Washington, D.C., who have agreed with Chin Enterprises, Inc. to act as
paying agent for Chin and all other selling limited partners and who have agreed
to promptly forward the purchase price to me at the address listed below.
-2-
4. Transfer of My Interest. By signing this letter, I irrevocably grant to
you a power of attorney to execute and deliver to you such documents on my
behalf as you may reasonably require in order to effect the sale of my Interest
to you in accordance with the provisions of this letter.
5. My Representations and Warranties. By signing this letter, I make the
following representations, warranties and agreements, each of which is true and
correct on this date and will remain true and correct through the Purchase Date:
a. I am the legal and beneficial owner of my Interest, and I have
full power, authority and right to enter into this letter agreement and sell my
Interest to you.
b. My Interest is owned by me free and clear of all liens, security
interests, encumbrances and restrictions.
c. I will not take any action to interfere with the consummation of
the transactions contemplated in the Acquisition Agreement.
d. If requested, I will cooperate with you in obtaining any
necessary governmental approvals and signing any documents that may be necessary
to accomplish the sale of my Interest to you.
e. I am not aware of any facts which might interfere with the sale
of my Interest to you pursuant to this letter.
6. Miscellaneous. This letter is binding upon and benefits you and me and
our heirs, administrators, successors and assigns. This letter will be governed
by Massachusetts law. I consent to the jurisdiction of all state and federal
courts sitting in Massachusetts for purposes of resolving any dispute under this
letter and I waive any objections to Massachusetts being an appropriate location
for litigating any such dispute. If you prevail in any dispute under this
letter, I agree to reimburse you for all of your reasonable costs, expenses and
legal fees and to indemnify you for any harm you suffer as a result.
-3-
SIGN HERE ONLY IF LIMITED PARTNER IS A NATURAL PERSON
/s/ X. X. Xxxxx
------------------------
Sign on this line
Date: 6/26, 1987 X. X. XXXXX
------------------------
Print Name on this line
Address: XXX
Xxxxxxx Xxxxx
Xxx 000
Xxxxxx, XX 00000
--------------------------------------------------------------------------------
SIGN HERE ONLY IF LIMITED PARTNER IS CORPORATION, PARTNERSHIP, ETC.
-----------------------------
Print Name of Corporation,
Partnership, Etc.
Date: _________, 1987 By
---------------------------
Sign on this line
-----------------------------
Print Name and Title
Address:
--------------------
--------------------
--------------------
--------------------------------------------------------------------------------
FOR BCG'S USE ONLY
Accepted and Agreed to:
BCG OF PORTSMOUTH, INC.
Date: _________, 1987 By
---------------------------
Title:
-4-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
SIXTH AMENDMENT TO AGREEMENT AND CERTIFICATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986,
February 20, 1987, October 5, 1987, October 23, 1987, and October 27, 1987 (the
"Agreement"), is hereby amended pursuant to New Hampshire Revised Statutes
Section 305:26 and Article 10.1 of the Agreement as follows:
I. Pursuant to Article 7 of the Agreement, certain Limited Partners
holding in the aggregate limited partnership interests totalling 1.9992%
assigned their limited partnership interests to BCG of Portsmouth, Inc.
Accordingly, Article 11.1(c) is amended to include BCG of Portsmouth, Inc. as a
Substituted Limited Partner for the following former Limited Partners:
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx X. Lintini
Wladimir and Xxxxx Xxxxxxxxxxxxx
Xxxxxx Xxxxxx
Xxxxx X. Xxxxx
XX. R Cellular has assigned one-half of its interest (or .3332% of the
total limited partnership interests) to BCG of Portsmouth, Inc. Accordingly, the
interest of R Cellular is now .3332%.
III. Signed assignment forms reflecting each transfer of limited
partnership interests stated in Sections I and II above are attached hereto and
incorporated as part of this amendment.
WITNESS the execution hereof as of the day and year written below by the
General Partner and the Substituted Limited
Partner, whose respective addresses are set forth opposite their respective
signatures.
GENERAL PARTNER
000 Xxxx Xxxxxx
Xxxxx, X.X. 00000 CHIN ENTERPRISES, INC.
Date: 12/7/87 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
SUBSTITUTED LIMITED PARTNER
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 BCG of Portsmouth, Inc.
Date: 12/7/87 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
-2-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
SEVENTH AMENDMENT TO AGREEMENT AND CERTIFICATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986,
February 20, 1987, October 5, 1987, October 23, 1987, October 27, 1987 and
December 7, 1987 (the "Agreement"), is hereby amended pursuant to New Hampshire
Revised Statutes Section 305:26 and Article 10.1 of the Agreement as follows:
I. Pursuant to Article 7 of the Agreement, certain Limited Partners
assigned their limited partnership interests to BCG of Portsmouth, Inc.
Accordingly, Article 11.1(c) is amended to include BCG of Portsmouth, Inc. as a
Substituted Limited Partner for the following former Limited Partners:
Xxxxx X. Xxxxxxxxx
Germantown Cellular Associates
Three Ring Cellular
Waterside Cellular
AC Associates
Xxxxxx Xxxxxxx Xxxx
Xxxxx X. Xxxxxx
LS Associates
Xxxxxx X. Xxxxx
Xxxx X. Xxxxxx
Xxxxx X. Xxxxxx
C-TAC VI
C-TAC VII
C-TAC VIII
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
XX. Pursuant to Article 7 of the Agreement, Xxxxxxxx X. Xxxxxxxxx assigned
her limited partnership interest to Xxxxx X. Xxxxxxxxx. Accordingly, Article
11.1(c) is amended to substitute for Xxxxxxxx X. Xxxxxxxxx the following Limited
Partner:
Xxxxx X. Xxxxxxxxx
0 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
III. Signed assignment forms reflecting each transfer of limited
partnership interest stated in Sections I and II above are attached hereto and
incorporated as part of this amendment.
IV. Article 11.1(c) is further amended to include the following person as
a limited partner with a limited partnership interest of .3497%:
Xxxxx X. X'Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
A signed counterpart reflecting the limited partner's agreement to the
terms of the Agreement is attached hereto and incorporated as part of this
amendment.
WITNESS the execution hereof as of the day and year written below by the
General Partner and the Substituted Limited Partner, whose respective addresses
are set forth opposite their respective signatures.
SIGNED AND SWORN TO
GENERAL PARTNER
000 Xxxx Xxxxxx
Xxxxx, X.X. 00000 CEI Communications, Inc.
Date: May 9, 1988 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
SUBSTITUTED LIMITED PARTNER
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 BCG of Portsmouth, Inc.
Date: May 9, 1988 /s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx, President
-2-
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
EIGHTH AMENDMENT TO AGREEMENT AND CERTIFICATE
OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership as filed with the State of New Hampshire on
November 24, 1986, and as amended by amendments dated December 11, 1986,
February 20, 1987, October 5, 1987, October 23, 1987, October 27, 1987, December
7, 1987 and May 9, 1988 (the "Agreement"), is hereby amended pursuant to New
Hampshire Revised Statutes Section 305:26 and Article 10.1 of the Agreement as
follows:
I. Pursuant to Article 7 of the Agreement, certain Limited Partners
assigned their limited partnership interests to BCG of Portsmouth, Inc.
Accordingly, Article 11.1(c) is amended to include BCG of Portsmouth, Inc. as a
Substituted Limited Partner for the following former Limited Partners:
Dawursk Partnership
Patcom
Xxxxx Xxxxxxx
Sedgwick Xxxxxxx Xxxx
Xxxxx Xxxxxxx
XX. Signed assignment forms reflecting each transfer of limited
partnership interest stated in Section I above are attached hereto and
incorporated as part of this amendment.
WITNESS the execution hereof as of the day and year written below by the
General Partner and the Substituted Limited Partner, whose respective addresses
are set forth opposite their respective signatures.
GENERAL PARTNER
000 Xxxx Xxxxxx
Xxxxx, X.X. 00000 CEI Communications, Inc.
Date: August 22, 1989 /s/ Xxxx X. Xxxxx
--------------------------
President
SUBSTITUTED LIMITED PARTNER
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 BCG of Portsmouth, Inc.
Date: August 22, 1989 /s/ Xxxx X. Xxxxx
--------------------------
President
PORTSMOUTH CELLULAR LIMITED PARTNERSHIP
(a New Hampshire Limited Partnership)
TENTH AMENDMENT TO AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP
The Agreement and Certificate of Limited Partnership of Portsmouth
Cellular Limited Partnership, as filed with the State of New Hampshire on
November 24, 1986 and as amended by amendments dated December 15, 1986, March
10, 1987, October 14, 1987, October 28, 1987 (two amendments), December 15, 1987
May 13, 1988, August 23, 1989, and October 24, 1989 (the "Agreement"), is hereby
amended pursuant to New Hampshire Revised Statute Section 305:26 and Articles
10.9(A)(i), and 2.3 of the Agreement as follows:
1. Article 2, Section 2.2 is deleted, and the following is to be
substituted therefore:
2.2 Name, Place of Business and Office
The Partnership shall be conducted under the name "Macon
Cellular Telephone Systems Limited Partnership." The principal
office and place of business shall be 00000 Xxxxxxxxxx Xxxxx,
Xxxxx 000, Xx. Xxxxx, Xxxxxxx 00000. The General Partner may
at any time change the location of such principal office.
Notice of any such change shall be given to the Limited
Partners in writing.
GENERAL PARTNER
CEI Communications, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx Date: 2-6-91
-------------------------------
Xxxxxx X. Xxxxxxxxxx, President
MACON CELLULAR TELEPHONE SYSTEMS LIMITED PARTNERSHIP
(A New Hampshire limited partnership)
TWELFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
The Agreement of Limited Partnership of Macon Cellular Telephone Systems
Limited Partnership, a New Hampshire limited partnership (formerly Portsmouth
Cellular Limited Partnership), as amended by the following amendments:
a. the First Amendment, filed December 15, 1986;
b. the Second Amendment, filed February 23, 1987;
c. the Third Amendment, filed October 14, 1987;
d. the Fourth Amendment, filed October 28, 1987;
e. the Fifth Amendment, filed October 28, 1987;
f. the Sixth Amendment, filed December 16, 1987;
g. the Seventh Amendment, filed May 13, 1988;
h. the Eighth Amendment, filed October 23, 1989;
i. the Ninth Amendment, dated October 24, 1989, but not filed;
j. the Tenth Amendment, filed February 19, 1991;
k. the Eleventh Amendment, dated March 20, 1995.
(collectively, the "Partnership Agreement") is hereby amended further as
follows:
1. The existing Schedule A shall be deleted and Schedule A attached hereto shall
be attached to the Partnership Agreement.
2. In all other respects, the Partnership Agreement shall remain in full force
and effect.
WITNESS the execution hereof as of the 17th day of June, 1996 by the
General Partner and the substituted limited partners.
CEI Communications, Inc.
By: /s/ [illegible]
----------------------
Its: Vice President
Page 1 of 2
Substituted limited partners:
By: CEI Communications, Inc. their
duly appointed attorney-in-fact
pursuant to Section 10.1 of the
Partnership Agreement
By: /s/ [illegible]
---------------------------
Its: Vice President
Assigning limited partners:
By: CEI Communications, Inc., their
duly appointed attorney-in-fact
pursuant to Section 10.1 of the
Partnership Agreement
By: /s/ [illegible]
---------------------------
Its: Vice President
Page 2 of 2
