SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of
Exhibit 3.20
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
LIMITED PARTNERSHIP AGREEMENT
of
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P. (the “Agreement”), dated as of and effective as of March 24, 2010, between the General
Partner (as defined below) and the Limited Partner (as defined below).
W I T N E S S E T H :
WHEREAS, the parties hereto entered into the Limited Partnership Agreement of L-3
Communications Integrated Systems L.P. dated as of February 22, 2002 (the “Initial Agreement”) for
the purpose of forming a limited partnership (the “Partnership”) pursuant to the provisions of the
Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et
seq. (the “Act”).
WHEREAS, the parties amended and restated the Initial Agreement in its entirety effective as
of February 28, 2002 (as amended and restated, the “Existing Agreement”).
WHEREAS, the parties desire to modify certain provisions of the Existing Agreement.
NOW, THEREFORE, the parties hereto amend and restate the Existing Agreement in its entirety as
follows:
1. Name. The name of the Partnership shall be “L-3 Communications Integrated Systems
L.P.”, or such other name as the General Partner may from time to time hereafter designate.
2. Definitions. In addition to terms otherwise defined herein, the following terms
are used herein as defined below:
“event of withdrawal of the General Partner” means an event that caused the General
Partner to cease to be a general partner of the Partnership as provided in Section 17-402 of
the Act.
“General Partner” means L-3 Communications AIS GP Corporation, a Delaware corporation,
and any other person or entity admitted as additional or substitute General Partners
pursuant to this Agreement, so long as they remain General Partners.
“Limited Partner” means L-3 Communications Investments Inc. and any other person or
entity admitted as additional or substitute Limited Partners pursuant to this Agreement, so
long as they remain the Limited Partners.
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“Partners” means those persons or entities who from time to time are the General
Partners and the Limited Partners.
3. Purpose. The purpose of the Partnership shall be to engage in any lawful business
permitted by the Act or the laws of any jurisdiction in which the Partnership may do business. The
Partnership shall have the power to engage in all activities and transactions that the General
Partner deems necessary or advisable in connection with the foregoing.
4. Offices.
(a) The principal place of business and office of the Partnership shall be located at, and the
Partnership’s business shall be conducted from, such place or places as the General Partner may
determine from time to time.
(b) The registered office of the Partnership in the State of Delaware shall be located at c/o
The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx
00000. The name and address of the registered agent of the Partnership for service of process on
the Partnership in the State of Delaware shall be The Corporation Trust Company, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000. The General Partner may determine to
change the foregoing at any time.
5. Partners. The name and business or residence address of each Partner of the
Partnership, the General Partner and the Limited Partner being separately designated, are as set
forth on Schedule A attached hereto.
6. Term. The term of the Partnership commenced on the date of filing of the
Certificate of Limited Partnership of the Partnership in accordance with the Act and shall continue
until dissolution of the Partnership in accordance with Section 14 of this Agreement.
7. Management of the Partnership.
(a) The General Partner shall have the exclusive right to manage the business of the
Partnership, and shall have all powers and rights necessary, appropriate or advisable to
effectuate and carry out the purposes and business of the Partnership and, in general, all
powers permitted to be exercised by a general partner under the laws of the State of
Delaware. The General Partner may appoint, employ, or otherwise contract with any persons
or entities for the transaction of the business of the Partnership or the performance of
services for or on behalf of the Partnership, and the General Partner may delegate to any
such person or entity such authority to act on behalf of the Partnership as the General
Partner may from time to time deem appropriate.
(b) The Limited Partner, in its capacity as such, shall have no right to, and shall
not, take part in the management or affairs of the Partnership, nor in any event shall the
Limited Partner, in its capacity as such, have the power to act for or bind the Partnership.
The Limited Partner or an agent of the Limited Partner may also be an employee, agent or
officer of the Partnership and may act on behalf of the Partnership in such capacity to the
extent authorized to do so in such capacity.
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8. Capital Contributions. Partners shall make capital contributions to the
Partnership in such amounts and at such times as they shall mutually agree pro rata in accordance
with the profit sharing interests as set forth in Schedule A hereto.
9. Assignments of Partnership Interest. No Partner may sell, assign, pledge
or otherwise transfer or encumber (collectively, “transfer”) all or any part of its interest in the
Partnership to any person without the written consent of the other Partner, which consent may be
granted or withheld in its sole and absolute discretion; provided that if such consent is given, no
further consent of the Partners shall be required to permit a pledgee of any Partner’s interest in
the Partnership to be substituted for such Partner under this Agreement upon the valid exercise of
such pledgee’s rights with respect to its collateral.
10. Withdrawal. No Partner shall have the right to withdraw from the Partnership
except with the consent of the General Partner and upon such terms and conditions as may be
specifically agreed upon between the General Partner and the withdrawing Partner. The provisions
hereof with respect to distributions upon withdrawal are exclusive, and no Partner shall be
entitled to claim any further or different distribution upon withdrawal under Section 17-604 of the
Act or otherwise.
11. Additional Partners. The General Partner shall have the right to admit additional
Limited Partners upon such terms and conditions, at such time or times, and for such capital
contributions as shall be determined by the General Partner; and in connection with any such
admission, the General Partner shall have the right to amend Schedule A hereof to reflect the name,
address and capital contribution of the admitted Limited Partner.
12. Allocations and Distributions. Distributions of cash or other assets of the
Partnership shall be made at such times and in such amounts as the General Partner may determine.
Distributions shall be made to (and profits and losses shall be allocated among) Partners pro rata
in accordance with the amount of their contributions to the Partnership.
13. Return of Capital. No Partner has the right to receive, and the General Partner
has the absolute discretion to make, any distributions to a Partner that include a return of all or
any part of such Partner’s capital contribution, provided that upon the dissolution of the
Partnership, the assets of the Partnership shall be distributed as provided in Section 17-804 of
the Act.
14. Dissolution. The Partnership shall be dissolved and its affairs wound up and
terminated upon the first to occur of the following:
(a) The determination of the General Partner to dissolve the Partnership; or
(b) The occurrence of (i) an event of withdrawal of the General Partner or (ii) any other
event causing a dissolution of the Partnership under Section 17-801 of the Act, provided, however,
the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of
the General Partner described in Section 14(b)(i) if (A) at the time of the occurrence of such
event of withdrawal there is at least one remaining general partner of the Partnership who carries
on the business of the Partnership (any remaining general partner being hereby authorized to carry
on the business of the Partnership), or (B) within ninety (90) days after the occurrence of such
event of withdrawal, all remaining partners agree in writing to
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continue the business of the Partnership and to the appointment, effective as of the date of
the event of withdrawal, of one (1) or more additional general partners of the Partnership.
15. Amendments. This Agreement may be amended or modified from time to time by the
General Partner.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.
17. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to the principles of conflicts of laws
thereof.
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first
above written.
| GENERAL PARTNER: L-3 COMMUNICATIONS AIS GP CORPORATION |
||||
| By: | /s/ Xxxxxx X. Post | |||
| Name: | Xxxxxx X. Post | |||
| Title: | Senior Vice President, Secretary | |||
| LIMITED PARTNER: L-3 COMMUNICATIONS INVESTMENTS INC. |
||||
| By: | /s/ Xxxxxx X. Post | |||
| Name: | Xxxxxx X. Post | |||
| Title: | Senior Vice President, Secretary | |||
SCHEDULE A
A.
|
GENERAL PARTNER | |
| Name & Address | ||
| L-3 Communications AIS GP Corporation | ||
| 000 Xxxxx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Profit Sharing Interest | ||
| 1% | ||
B.
|
LIMITED PARTNER | |
| Name & Address | ||
| L-3 Communications Investments Inc. | ||
| 000 Xxxxx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Profit Sharing Interest | ||
| 99% |
