Exhibit 24(2)(a)(2)
AGREEMENT OF LIMITED PARTNERSHIP
OF
CONGRESS STREET ASSOCIATES, L.P.
This Agreement of Limited Partnership of Congress Street Associates,
L.P. (this "Agreement"), is entered into by and between Congress Street
Management, L.L.C., as general partner (the "General Partner"), and Xxxx X.
Xxxxxxxx, as limited partner (the "Initial Limited Partner").
The General Partner and the Initial Limited Partner hereby form a
limited partnership pursuant to and in accordance with the Delaware Revised
Uniform Limited Partnership Act (6 DEL.C. ss.17-101, ET SEQ.), as amended from
time to time (the "Act"), and hereby agree as follows:
1. NAME. The name of the limited partnership formed hereby is Congress
Street Associates, L.P. (the "Partnership").
2. PURPOSE. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. REGISTERED OFFICE. The registered office of the Partnership in the
State of Delaware is c/o The Corporation Service Company, 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. REGISTERED AGENT. The name and address of the registered agent of
the Partnership for service of process on the Partnership for service of process
on the Partnership in the State of Delaware is The Corporation Service Company,
0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. PARTNERS. The names and the business, residence or mailing
addresses of the General Partner and the Initial Limited Partner are as follows:
GENERAL PARTNER:
Congress Street Management, L.L.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INITIAL LIMITED PARTNER:
Xxxx X. Xxxxxxxx
c/o PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
6. POWERS. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. DISSOLUTION. The Partnership shall dissolve, and its affairs shall
be wound up, at such time as (a) all of the partners of the Partnership approve
in writing, (b) an event of withdrawal of a general partner has occurred under
the Act, or (c) an entry of a decree of judicial dissolution has occurred under
ss.17-802 of the Act; PROVIDED, HOWEVER, the Partnership shall not be dissolved
or required to be wound up upon an event of withdrawal of a general partner
described in Section 7(b) if (i) at the time of such event of withdrawal, there
is at least one (1) other 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 (ii) within ninety
days after the occurrence of such event of withdrawal, all remaining partners
agree in writing to continue the business of the Partnership and the
appointment, effective as of the date of the event of withdrawal, of one or more
additional general partners of the Partnership.
8. CAPITAL CONTRIBUTIONS. The partners of the Partnership have
contributed the following amounts, in cash, and no other property, to the
Partnership:
GENERAL PARTNER:
Congress Street Management, L.L.C. $99.00
INITIAL LIMITED PARTNER:
Xxxx X. Xxxxxxxx $1.00
9. ADDITIONAL CONTRIBUTIONS. No partner of the Partnership is required
to make any additional capital contribution to the Partnership.
10. ALLOCATION OF PROFITS AND LOSSES. The Partnership's profits and
losses shall be allocated in proportion to the capital contributions of the
partners of the Partnership.
11. DISTRIBUTIONS. Distributions shall be made to the partners of the
Partnership at the times and in the aggregate amounts determined by the General
Partner. Such distributions shall be allocated among the partners of the
Partnership in the same proportion as their then capital account balances.
12. ASSIGNMENTS.
(a) The Initial Limited Partner may assign all or any part of its
partnership interest in the Partnership and may withdraw from the Partnership
only with the consent of the General Partner.
(b) The General Partner may assign all or any part of its partnership
interest in the Partnership and may withdraw from the Partnership without the
consent of the Initial Limited Partner.
13. WITHDRAWAL. Except to the extent set forth in Section 12, no right
is given to any partner of the Partnership to withdraw from the Partnership.
14. ADMISSION OF ADDITIONAL OR SUBSTITUTE PARTNERS.
(a) One or more additional or substitute limited partners of the
Partnership may be admitted to the Partnership with only the consent of the
General Partner.
(b) One or more additional or substitute general partners of the
Partnership may be admitted to the Partnership with only the consent of the
General Partner.
15. LIABILITY OF INITIAL LIMITED PARTNER. The Initial Limited Partner
shall not have any liability for the obligations or liabilities of the
Partnership except to the extent provided in the Act.
16. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement of Limited Partnership as of the 5th
day of June, 1998.
GENERAL PARTNER:
CONGRESS STREET MANAGEMENT, L.L.C.
By: PW Fund Advisor, L.L.C.
Managing Member
By: /S/ XXXXX XXXXXX
-------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
INITIAL LIMITED PARTNER:
/S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
