AGREEMENT OF LIMITED PARTNERSHIP
This Agreement of Limited Partnership dated to be effective as of June 30,
1999, is entered into by and among Global Imaging Systems, Inc., a Delaware
corporation, as the General Partner, and Xxxxxx Office Products, Inc., a New
Hampshire corporation.
W I T N E S S E T H:
ARTICLE 1.
Definitions
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Section 1.1 Definitions. Certain terms used in this instrument are
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capitalized. Such terms shall have the meaning set forth in the text or as set
forth below:
Section 1.2 Defined Terms. As used in this instrument:
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(a) "Act" means the Texas Revised Limited Partnership Act, Article
6132a-1, et. seq., Texas Revised Civil Statutes, as from time to time amended.
(b) "Additional Capital Contribution" means any Capital Contribution
made by a Partner in addition to such Partner=s Initial Capital Contribution.
(c) "Affiliate" means the officers, directors, employees, agents and
shareholders of a corporation, the officers, members, managers and agents of a
limited liability company, the partners, employees and agents of a partnership,
and any other Person that directly or indirectly controls, is controlled by, or
is under common control with the Person in question. As used in this definition
of "Affiliate," the term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, by contract or
otherwise.
(d) "Bankruptcy" means, as to any Person, the Person's taking of any
action seeking relief under, or advantage of, any applicable debtor relief,
liquidation, receivership, conservatorship, bankruptcy, moratorium,
rearrangement, insolvency, reorganization or similar law affecting the rights or
remedies of creditors generally, as in effect from time to time.
(e) "Business" means the business of selling, leasing, financing,
servicing, repairing and managing office equipment and imaging systems.
(f) "Capital Contribution" means any contribution by a Partner to the
capital of the Partnership.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
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(h) "General Partner" means the Person named as such in the opening
recital of this Agreement, together with any other Person who becomes a general
partner of the Partnership pursuant to this Agreement, so long as such Person
remains a General Partner.
(i) "Initial Capital Contribution" means, as to any Partner, the
amount set forth opposite such Partner=s name on Exhibit A to this Agreement
under "Initial Capital Contribution."
(j) "Limited Partner" means each Person who is or who becomes a
Limited Partner pursuant to this Agreement, so long as such Person remains a
Limited Partner.
(k) "Liquidator" means the Person or Persons who liquidate the
Partnership pursuant to Article 10.
(l) "Ownership Interest" means the interest of each Partner in the
Partnership as set forth opposite the Partner=s name on the attached Exhibit A.
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(m) "Partners" means, the General Partner, and all Limited Partners,
collectively.
(n) "Partnership" means the Texas limited partnership formed pursuant
to this Agreement.
(o) "Partnership Property" means all property, whether real, personal
or mixed, and whether tangible or intangible, from time to time acquired,
developed or constructed by the Partnership.
(p) "Person" means any individual, corporation, association,
partnership, joint venture, real estate investment trust, other trust estate,
government or department or agency thereof, or any other form of entity or
organization.
ARTICLE 2.
Formation of Partnership
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Section 2.1 Formation. The Partners hereby form the Partnership pursuant
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to the Act. The General Partner shall promptly execute any certificate or
certificates required by law to be filed in connection with the formation of the
Partnership, shall cause such certificate or certificates to be filed in the
appropriate records, and shall comply with all other legal requirements for the
formation and operation of the Partnership. Except as herein stated, the Act
shall govern the rights and liabilities of the Partners.
Section 2.2 Name. The name of the Partnership shall be Global Operations
----
Texas, L.P. The name may be changed from time to time as the General Partner
may determine.
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Section 2.3 Principal Office; Registered Office and Agent. The principal
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business of the Partnership shall be located at such place as the Partnership
shall establish for the operation of its business, and the registered office of
the Partnership shall be located at 000 Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
or at such other place or places as may from time to time be designated by the
General Partner, in which event notice thereof shall be given to the Limited
Partner and (for changes in the registered office) to the Secretary of State of
Texas. The registered agent of the Partnership at the Partnership's registered
office shall be Capitol Corporate Services, Inc., until a successor registered
agent shall be appointed by the General Partner.
Section 2.4 Term. This Agreement shall be effective and the Partnership
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shall begin upon the date a certificate of limited partnership is filed as
required under Section 2.1, and this Agreement shall continue until the date the
Partnership is dissolved under Article 9 and thereafter, to the extent provided
for by applicable law, until wound up and terminated under Article 10.
ARTICLE 3.
Purposes and Powers of the Partnership
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Section 3.1 Purposes. The Partnership shall be authorized to engage in
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the following businesses and/or activities; to-wit:
(a) acquire, finance, operate, hold, sell, lease or otherwise dispose
of or exploit the Business and the Partnership Property; and,
(b) to engage in any other lawful purpose or business; and,
(c) to do all things necessary or appropriate to any of the forgoing,
and to enter into, execute and deliver such other agreements as are incidental
to or related to the foregoing.
Section 3.2 Powers. Subject to the limitations contained in this
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Agreement and in the Act, the Partnership purposes may be accomplished by the
General Partner taking any action which is permitted hereunder or under the Act.
ARTICLE 4.
Capital Contributions and Ownership Interests
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Section 4.1 Initial Capital Contributions. Each Partner has made the
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Initial Capital Contribution to the capital of the Partnership, as set forth on
Exhibit A to this Agreement.
Section 4.2 Additional Capital Contributions. No Partner shall have any
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right or obligation to make any Additional Capital Contribution to the
Partnership.
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Section 4.3 Ownership Interest. The Ownership Interest of each Partner
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shall be that percentage of 100% set forth by such Partner's name on Exhibit A.
ARTICLE 5.
Tax Matters
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Section 5.1 Election To Be Treated As An Association For Federal Income
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Tax Purposes. The Partnership shall elect to be treated as an association for
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federal income tax purposes. The General Partner is authorized to execute and
file in behalf of the Partnership all necessary elections and other tax filings
in behalf of the Partnership.
Section 5.2 Texas Franchise Tax Matters. The Partnership will be treated
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as a partnership for purposes of Texas franchise tax and therefor shall not be
obligated to pay Texas franchise tax or file Texas franchise tax returns under
current law. It is anticipated that the General Partner shall be obligated to
report a portion of the profits and losses of the Partnership in connection with
the Texas franchise tax reporting and payment obligations of the General Partner
and/or its Affiliates. The General Partner shall cause the Partnership to
maintain such books and records as shall be necessary for the Partnership to
allocate to the General Partner one percent (1%) (the Ownership Interest of the
General Partner) of all items of income, gain or loss of the Partnership and for
the General Partner to determine that portion of the income and losses of the
Partnership which must be included in determining its Texas franchise tax
liability.
ARTICLE 6.
Distributions
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Section 6.1 Distributions.
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(a) Distributions to Partners shall be made, from time to time, in
accordance with the order and priority set forth in Section 6.1(b), in such
amounts, and at such times, as the General Partner determines.
(b) Distributions of Partnership cash among the Partners shall be in
accordance with their respective Ownership Interests at the time of the
distribution.
ARTICLE 7.
Authority, Obligations, Indemnification,
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Remuneration and Removal of the General Partner
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Section 7.1 Authority of the General Partner as Manager. Subject to any
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limitations imposed upon the General Partner by law, the General Partner shall
have full and exclusive
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management authority and control of all Partnership decisions and the affairs of
the Partnership. The General Partner shall have full and complete power to do
any and all things deemed by it, in its sole discretion, appropriate, necessary,
or advisable in the conduct of the Partnership business, and, except as
otherwise provided in this Agreement, may, without limitation, do, or cause the
Partnership to do, any one or more of the following:
(a) cause the Partnership to acquire or develop such assets and
property (whether real, personal or mixed and whether tangible or intangible) on
such terms as the General Partner, in its sole and absolute discretion,
determines to be appropriate; and
(b) make all decisions with respect to the operation of the Business
or other activities of the Partnership; and
(c) cause the Partnership to borrow money and grant liens and security
interests in Partnership Property on such terms as the General Partner, in its
sole discretion, determines appropriate; and
(d) cause the Partnership to guarantee any indebtedness or obligations
of the General Partner or any of its Affiliates and/or to grant liens and
security interests in Partnership Property on same terms as the General Partner,
in its sole discretion, determines to be appropriate;
(e) prosecute, defend or settle any dispute or litigation involving
the Partnership; and
(f) negotiate and execute any contracts and agreements involving the
Partnership, the Business or the Partnership Property, including any agreements,
notes, or security agreements to be executed in connection with any financing to
be obtained by the Partnership that the General Partner deems necessary or
appropriate, and to pay, prepay, modify, renew, extend, and otherwise cause the
Partnership to perform its obligations with respect to, and otherwise deal with,
any such financing or contracts or agreements; and
(g) employ and compensate from Partnership funds appropriate managers,
employees, consultants, contractors and agents, and act through any such duly
authorized managers, employees, consultants, contractors or agents; and
(h) sell, convey, transfer, assign, pledge, encumber or otherwise
dispose of any or all of the Partnership Property, whether in bulk or otherwise,
or any interest therein; and
(i) cause the Partnership to be merged or consolidated with any other
Person; and
(j) cause the Partnership to join in, execute and file such
registration statements and/or other documents relating to compliance by the
General Partner or the Partnership with all applicable securities laws and
regulations as the General Partner, in its discretion, determines to be
appropriate; and
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(k) do any act which is necessary or incidental to carry out the
purposes of the Partnership or any of the foregoing.
The General Partner may execute in the Partnership name any and all bills
of sale, contracts, certificates and other documents and papers pertaining to
the business of the Partnership. Any Person dealing with the Partnership shall
be entitled to presume that any prerequisites to the taking of action by the
General Partner have been satisfied, and no Person shall be obligated to inquire
into the authority of the General Partner to act on behalf of the Partnership
with respect to any matter.
Section 7.2 Obligations of the General Partner. The General Partner shall
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manage, or cause to be managed, the Partnership affairs in accordance with the
Act and all other legal requirements and contractual obligations applicable to
the Partnership.
Section 7.3 Indemnification of the General Partner. To the full extent
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permitted by applicable law (including Articles 2 and 11 of the Act), the
Partnership (but not any Partner) shall promptly indemnify and save harmless the
General Partner from, and reimburse the General Partner for, all payments
reasonably and properly made and personal liabilities reasonably and properly
incurred pursuant to the provisions of this Agreement in the conduct of
Partnership business or for the preservation of its business or property, as
well as all judgments, penalties, including excise and similar taxes, fines,
settlements and reasonable expenses, if the General Partner was, is, or is
threatened to be, a named defendant or respondent in a proceeding because the
Person is or was a general partner. The foregoing shall, without limitation, be
deemed to make mandatory the indemnification permitted under Section 9.2 of the
Act and to authorize advance payment of expenses to the full extent permitted by
applicable law. These indemnification rights are in addition to any other
rights the General Partner may have, including, but not limited to, rights
against third parties.
Section 7.4 Reimbursement of the General Partner. The General Partner
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shall be entitled to reimbursement of all expenses paid or incurred by the
General Partner or its Affiliates in connection with the Business.
Section 7.5 Removal of the General Partner. The General Partner may not
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be removed without its prior written consent.
Section 7.6 Limited Power of Attorney. By its execution of this
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Agreement, each Limited Partner irrevocably appoints the General Partner its
true and lawful attorney-in-fact and agent with full power and authority to act
in its name and place in executing, and filing and recording, if necessary, (a)
any certificates or other documents required to be filed pursuant to Chapter 36
of the Texas Business and Commerce Code, (b) any amendments to or the
cancellation of the certificate of limited partnership required to be filed
under the Act and (c) any amendments to Exhibit A to this Agreement to reflect
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the admission of any new General Partner or Limited Partner if the same is
authorized by this Agreement. This limited power of attorney is coupled with an
interest, is irrevocable, survives the death, incompetence or legal disability
of a Limited Partner and is binding on any assignee or vendee of all or part of
any interest in the Partnership.
Section 7.7 Merger with Felco Office Systems, Inc. Each of the Partners
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agrees and consents to the merger (the "Merger") of Felco Office Systems, Inc.,
a Texas corporation, with and
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into the Partnership in accordance with the Plan of Merger attached as Exhibit B
to this Agreement (the "Plan of Merger"). Each of the Partners agrees that the
Plan of Merger has been delivered to them and acknowledges that no further
notice or approval of the Plan of Merger or the Merger is required.
Section 7.8 Supplemental Indenture. Each of the Partners agrees that the
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guaranty by the Partnership of those certain notes issued by the General Partner
pursuant to that certain Indenture dated as of March 8, 1999, together with any
notes issued in exchange therefor (collectively, the "Notes"), is in the best
interest of the Partnership. The General Partner is authorized to execute and
deliver in behalf of the Partnership that one certain Supplemental Indenture
pursuant to which the Partnership shall guarantee the Notes.
ARTICLE 8.
Rights and Status of Limited Partners
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Section 8.1 General. The Limited Partners have the rights and the status
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of limited partners under the Act. No Limited Partner, who is not also a
General Partner, shall participate in the management of the Partnership affairs
or have any power to do any act on behalf of the Partnership, unless authorized
by both this Agreement and by the Act. The foregoing prohibition shall not,
however, prohibit the Limited Partners from participating in any decision as
provided herein. Any act done or taken in connection with the affairs of the
Partnership by a Person who is both a General Partner and a Limited Partner
shall be conclusively presumed to be in his capacity as a General Partner unless
an intention to act in his capacity as a Limited Partner is specifically and
expressly stated.
Section 8.2 Limitation on Liability. Except as provided in the Act, no
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Limited Partner shall have any personal liability whatever, whether to the
Partnership, the General Partner or any creditor of the Partnership, for the
debts of the Partnership or any of its losses beyond the amount of the Limited
Partner's Capital Contribution. Neither the General Partner nor the Partnership
shall take any action or pursue any course of conduct that could create any
personal liability for any Limited Partner.
ARTICLE 9.
Dissolution
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Section 9.1 Causes. Each Partner expressly waives any right which it
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might otherwise have to dissolve the Partnership except as set forth in this
Article 9. Upon the happening of the first to occur of the following events,
the Partnership shall be dissolved:
(a) The Bankruptcy of a General Partner, the assignment of a General
Partner's entire interest in the Partnership, or any other act of withdrawal of
a General Partner pursuant to any of the provisions of Subsection (a) of Section
4.02 of the Act;
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(b) The execution by the General Partner and all of the Limited
Partners of an instrument dissolving the Partnership;
(c) The occurrence of any other circumstance which, by law, would
require that the Partnership be dissolved; or
(d) December 31, 2049.
Section 9.2 Reconstitution. If the Partnership is dissolved as a result
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of an event described in Section 9.1, then (i) if there remains at least one
General Partner, the Partnership shall be reconstituted and its business
continued without being wound up, and (ii) if there are no remaining General
Partners, the Partnership may be reconstituted and its business continued if,
within ninety (90) days after the date of dissolution, all of the Limited
Partners affirmatively elect to reconstitute the Partnership, agree on the
identity of the new General Partner or General Partners, and execute an
instrument confirming such facts. If the Partnership is reconstituted,
Exhibit A shall be revised and an amended certificate of limited partnership
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shall be executed and filed.
Section 9.3 Interim Manager. If the Partnership is dissolved as a result
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of an event described in Section 9.1 and there are no remaining General
Partners, all of the Limited Partners may appoint an interim manager of the
Partnership, who shall have and may exercise only the rights, powers and duties
of a General Partner necessary to preserve the Partnership Property and business
until the earlier of (a) the election of a new General Partner pursuant to
Section 9.2 if the Partnership is reconstituted by that method, or (b) if the
Partnership is not reconstituted by that method, the appointment of a Liquidator
under Section 10.1. Any interim manager may resign at any time by giving
fifteen (15) days prior written notice and may be removed at any time, with or
without cause, by written notice of removal signed by all of the Limited
Partners. Upon the death, dissolution, removal or resignation of an interim
manager, a successor interim manager (who shall have and succeed to all of the
rights, powers and duties of his predecessor interim manager) may be appointed
by all of the Limited Partners, evidenced by written appointment and acceptance.
The right to appoint a successor interim manager in the manner provided herein
shall be recurring and continuing for so long as the functions and services of
the interim manager are authorized to continue under the provisions hereof, and
every reference herein to the "interim manager" shall be deemed to refer also to
any such successor interim manager appointed in the manner herein provided. The
interim manager shall not be liable as a general partner to the Limited Partners
and shall, while acting in the capacity as interim manager on behalf of the
Partnership, be entitled to the same indemnification rights as are set forth for
the General Partner in Section 7.3.
ARTICLE 10.
Winding Up and Termination
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Section 10.1 General.
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(a) If the Partnership is dissolved and is not reconstituted, the
General Partner (or in the event that there is no General Partner, a liquidator
or liquidating committee selected by all of
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the Limited Partners) shall commence to wind up the affairs of the Partnership
and to liquidate and sell its assets. The Person or Persons actually conducting
such liquidation in accordance with the foregoing sentence, whether the General
Partner, a liquidator, or a liquidating committee, is herein referred to as the
"Liquidator." The Liquidator (if other than the General Partner) shall have
sufficient business expertise and competence to conduct the winding up and
termination of the Partnership and, in the course thereof, to cause the
Partnership to perform any contracts which the Partnership has entered into. The
Liquidator shall proceed, as promptly as practicable without undue sacrifice, to
sell the Partnership Property (or so much thereof as then remains) for the best
price and on the best terms obtainable in the sole judgment of the Liquidator,
having due regard for the activity and condition of relevant markets and general
financial and economic conditions. Except as restricted by this Section 10.1,
the Liquidator shall have and may exercise, in connection with its functions and
services hereunder and without further authorization or consent of any of the
Partners (or their successors in interest), all the powers conferred upon the
General Partner under the terms of this Agreement to the extent necessary or
desirable in the good faith judgment of the Liquidator to perform its duties and
functions, and shall have full power to make sales of the Partnership Property
and incident thereto to execute deeds, bills of sale, assignments, and transfers
of assets and properties of the Partnership (provided that the Liquidator may
not thereby impose personal liability on any Partner or his successor in
interest under any warranty of title or other provision contained in any such
instrument) and to take such other actions as may be in its sole discretion
reasonably required to complete the liquidation and winding up of the
Partnership as provided herein. The Liquidator (if not the General Partner)
shall not be liable as a general partner to the Limited Partners and shall,
while acting in such capacity on behalf of the Partnership, be entitled to the
indemnification rights as are set forth for the General Partner in Section 7.3.
(b) The Liquidator (if not the General Partner) shall be entitled to
receive such reasonable compensation for its services as may be agreed upon in
writing by the Liquidator and all of the Limited Partners, which compensation
shall be treated as a Partnership operating expense. Any Liquidator may resign
at any time by giving thirty (30) days written notice to all Partners (or their
respective successors in interest), and may be removed at any time by written
notice of removal signed by all of the Limited Partners. Upon the death,
dissolution, resignation or removal of any Liquidator, a successor Liquidator
(who shall have and succeed to all the rights, powers, and duties of his
predecessor Liquidator) shall, within thirty (30) days thereafter, be appointed
by all of the Limited Partners, and a successor Liquidator shall be so appointed
from time to time as required until the functions and services of the Liquidator
as set forth in this Section 10.1 are completed. Every reference herein to
"Liquidator" shall be deemed to refer to and include any such successor
Liquidator appointed in the manner herein provided.
Section 10.2 Creation of Reserves. After making payment or provision for
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payment of all debts and liabilities of the Partnership and all expenses of
liquidation, the Liquidator may set up such cash reserves as the Liquidator may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Partnership.
Section 10.3 Distributions upon Liquidation. In the course of winding up
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and terminating the business affairs of the Partnership, its assets (other than
cash) shall be sold. Unless otherwise agreed by all of the Limited Partners,
all Partnership Property shall be sold upon liquidation of the Partnership and
no Partnership Property shall be distributed in kind to the Partners. Following
the
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liquidation of the Partnership, the Partnership shall distribute its assets in
the following order of priority:
(a) First, to Partnership creditors (other than Partners) to
extinguish Partnership liabilities and obligations, including the costs and
expenses of liquidation;
(b) Second, to repay the Partners (General or Limited) any
liabilities owed by the Partnership (including interest) with respect to any
sums lent to the Partnership by the Partners to the extent not previously paid;
and
(c) Third, the balance, if any, to the Partners in accordance with
their Ownership Interests.
No Partner shall be entitled to demand and receive property other than cash in
return for his interest in the Partnership. Except as may be expressly
otherwise provided in this Agreement, in no event shall any Partner be required
to contribute additional funds to the Partnership by reason of any negative
balance in his Capital Account. Any Partner may be a purchaser at any sale
required under or conducted pursuant to this Article 10. Each holder of an
interest in the Partnership shall look solely to the assets of the Partnership
for all distributions and shall have no recourse therefor (upon dissolution or
otherwise) against the Partnership, the General Partner or the Liquidator.
Section 10.4 Completion of Liquidation. Upon the completion of the
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liquidation of the Partnership and the distribution of all Partnership funds,
the Partnership shall terminate and the Liquidator shall have the authority to
execute and record all documents required to effectuate the dissolution and
termination of the Partnership.
ARTICLE 11.
Miscellaneous
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Section 11.1 Notices. Except as and to the extent otherwise specified in
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this Agreement, the following provisions shall apply as to notices hereunder.
All notices given pursuant to this Agreement shall be in writing and shall
either be mailed by first class mail, postage prepaid, registered or certified
with return receipt requested, or delivered to the intended addressee, or sent
by prepaid telegram or facsimile transmittal followed by confirmatory letter.
Notice so mailed shall be effective upon the expiration of four (4) days after
its deposit. Notice given in any other manner shall be effective only if and
when received by the addressee. For purposes of notice, the addresses of the
Partners shall be as stated under their names on the attached Exhibit A;
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provided, however, that each Partner shall have the right to change its address
for notice hereunder to any other location by the giving of thirty (30) days'
notice to the other Partners in the manner set forth above.
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Section 11.2 Law Governing. This Agreement shall be governed by and
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construed in accordance with the substantive federal laws of the United States
and the laws of the State of Texas.
Section 11.3 Attorneys' Fees. If any litigation is initiated by any
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Partner against another Partner relating to this Agreement or the subject matter
hereof, the Partner prevailing in such litigation shall be entitled to recover,
in addition to all damages allowed by law and other relief, all court costs and
reasonable attorneys' fees incurred in connection therewith.
Section 11.4 Successors and Assigns. This Agreement shall be binding upon
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and shall inure to the benefit of the Partners, their spouses and their (and
their spouses') respective heirs, legal representatives, successors and assigns.
"Partners" as used in this Agreement shall not include any spouse of any Person
named herein as a Partner.
Section 11.5 Waiver of Partition. Notwithstanding any statute or
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principle of law to the contrary, each Partner hereby agrees that, during the
term of the Partnership, it shall have no right (and hereby waives any right
that it might otherwise have had) to cause any Partnership Property to be
partitioned and/or distributed in kind.
Section 11.6 Entire Agreement. This Agreement contains the entire
----------------
agreement among the Partners relating to the subject matter hereof and any prior
oral or written agreements or any representations or offers whatsoever which are
not contained herein are terminated.
Section 11.7 Amendments. Amendments or modifications may be made to this
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Agreement only by setting the same forth in a document duly executed by the
General Partner and all of the Limited Partners.
Section 11.8 Severability. This Agreement is intended to be performed in
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accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable laws, ordinances, rules and regulations, but if any provision
of this Agreement or the application thereof to any Person or circumstance
shall, for any reason and to any extent, be invalid or unenforceable, but the
extent of such invalidity or unenforceability does not destroy the basis of the
bargain among the Partners as expressed herein, the remainder of this Agreement
and the application of such provision to other Persons or circumstances shall
not be affected thereby, but rather shall be enforced to the greatest extent
permitted by law.
Section 11.9 Gender and Number. Whenever required by the context, as used
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in this Agreement, the singular number shall include the plural and the neuter
shall include the masculine or feminine gender, and vice versa.
Section 11.10 Exhibits. Each Exhibit to this Agreement is incorporated
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herein for all purposes.
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Section 11.11 Captions. The Article and Section headings appearing in
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this Agreement are for convenience of reference only and are not intended, to
any extent or for any purpose, to limit or define the text of any Article or
Section.
Section 11.12 Counterparts and Instruments of Execution. This Agreement
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may be executed in counterparts, each of which shall be an original but all of
which shall constitute but one document, binding on all parties hereto,
notwithstanding that all the parties are not signatories to the same
counterpart.
Section 11.13 Admission of Additional Partners. In no event shall any
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Person become a Partner except upon compliance with this Agreement and the laws
of the State of Texas, including, if necessary, the filing of an appropriate
amended Certificate of Limited Partnership with the Secretary of State of Texas.
Section 11.14 No Third Party Beneficiaries. Any provision of this
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Agreement relating to contributions and payments by the Partners to the
Partnership shall be solely for the benefit of, and may be enforced only by, the
Partnership and the Partners in their capacity as such, and shall not be for the
benefit of or enforceable by any third party.
EXECUTED to be effective as of the date first above written.
GENERAL PARTNER:
Global Imaging Systems, Inc.,
a Delaware corporation
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx Its CEO & President
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LIMITED PARTNER:
Xxxxxx Office Products, Inc.,
a New Hampshire corporation
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx Its SVP & CFO
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EXHIBIT A
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PARTNERS
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Initial
Capital Ownership
Name of Partner Contribution Interest
--------------- -----------------------------------------------------
GENERAL PARTNER
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Global Imaging Systems, Inc. $ 1 1%
0000 Xxxxxxxxx Xxxxxxxxx, Xxx. 000X,
Xxxxx, Xxxxxxx 00000
LIMITED PARTNERS
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Xxxxxx Office Products, Inc. $ 99 99%
---- -------
000 Xxxxxxxxx Xxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
TOTAL $100 100%
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EXHIBIT B
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PLAN OF MERGER
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1. Pursuant to the provisions of Part Five of the Texas Business Corporation
Act (the "TBCA"), and Article 2.11 of the Texas Revised Limited Partnership
Act (ATRLPA@), Felco Office Systems, Inc., a corporation organized and
existing under the laws of the State of Texas ("Felco"), shall be merged
(the "Merger") with and into Global Operations Texas, L.P., a limited
partnership organized and existing under the laws of the State of Texas
("Global L.P.").
2. The Merger shall become effective upon the issuance of the Certificate of
Merger by the Secretary of State of the State of Texas (the "Effective
Time').
3. At the Effective Time, the separate corporation existence of Felco shall
cease and Global L.P. shall continue as the sole surviving entity in the
Merger (the "Surviving Entity"). The name of the Surviving Entity shall be
" AGlobal Operations Texas, L.P." and the Surviving Entity shall continue to
be governed by the TRLPA.
4. From and after the Effective Time, all right, title and interest in and to
all real estate and other property owned by each of the parties to the
Merger shall be allocated to and vested in the Surviving Entity without
reversion or impairment, without assignment having occurred, but subject to
any existing liens or encumbrances thereon. From and after the Effective
Time, all liabilities and obligations of each of the parties to the Merger
shall be allocated to the Surviving Entity, and the Surviving Entity shall
be the primary obligor therefor and, except as otherwise provided by law or
contract, Felco shall not be liable therefor.
5. Pursuant to the Merger, and without any action on the part of any holder
thereof, (a) each share of Common Stock of Felco which is issued and
outstanding as of the Effective Time, and all rights in respect thereof,
shall be canceled and cease to exist, (b) each share of Preferred Stock of
Felco which is issued and outstanding as of the Effective Time, and all
rights in respect thereof, shall be canceled and cease to exist and (c) all
of the ownership interest of the general partner and the limited partner of
Global L.P. which is issued and outstanding as of the Effective Time in
accordance with that one certain Agreement of Limited Partnership of Global
dated June 30, 1999 (the AGlobal L.P. Partnership Agreement@), shall be
converted into and become the issued and outstanding ownership interest of
the general partner and the limited partner, respectively, of the Surviving
Entity.
6. From and after the Effective Time, each person who held shares of Common
Stock of Felco immediately prior to the Merger and who duly exercises his
right to dissent from the Merger pursuant to the provisions of article 5.12
of the TBCA shall be entitled to only the right to receive such
consideration as may be determined to be due to such dissenting shareholder
pursuant to the laws of the State of Texas in full satisfaction of all
rights pertaining to such shares.
7. The Certificate of Limited Partnership of Global L.P. shall be the
Certificate of Limited Partnership of the Surviving Entity, until
thereafter amended in accordance with the TRLPA. No changes or amendments
shall be made to such Certificate of Limited Partnership pursuant to this
Plan of Merger or in connection with the Merger.
8. The Global L.P. Partnership Agreement shall be the Agreement of Limited
Partnershp of the Surviving Entity without amendment.
9. The Merger and the Plan of Merger have been approved by all of the partners
of Global L.P. in accordance with the Global L.P. Partnership Agreement.
10. This Plan of Merger shall be submitted to the stockholders of Felco as
provided by article 5.03 of the TBCA. After the approval or adoption
thereof by the stockholders of Felco in accordance with the laws of the
State of Texas, all required documents shall be executed, filed and
recorded and all required acts shall be done in order to accomplish the
Merger under the applicable provisions of the TBCA, TLRPA and any other
applicable law. The officers of each party to the Merger shall be and
hereby are authorized to do all acts and things necessary and proper to
effect the Merger.
11. This Plan of Merger shall be governed by, and construed in accordance with,
the laws of the State of Texas, without regard to choice of laws
principles.
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