EXHIBIT 3.25
VIASTAR SERVICES, LP
AGREEMENT OF LIMITED PARTNERSHIP
This partnership agreement of Viastar Services, LP, a Texas limited
partnership, is entered into effective as of the 10 day of September, 2001, by
and among TransCore Commercial Services, Inc. (f/k/a Dat Acquisition Corp.), a
Delaware corporation ("TCSI"), as the General Partner, and TransCore, LP, a
Delaware limited partnership, as the Limited Partner.
BACKGROUND:
The parties desire to form a limited partnership for the purposes set
forth herein, and to set forth herein their rights and obligations with respect
to such limited partnership.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION 1
DEFINED TERMS; OPERATION OF PARTNERSHIP
1.1 DEFINED TERMS. When used in this Agreement, the following
capitalized terms shall have the meanings set forth below:
"ACT" means the Texas Revised Limited Partnership Act.
"AFFILIATE" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by, or under common control with
such Person, and (ii) any officer, director, general partner, or manager of any
Person described in clause (i) of this sentence. For purposes of this
definition, "controls," "is controlled by," or "is under common control with"
shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.
"AGREEMENT" means this partnership agreement, as the same may be
amended from time to time.
"BANKRUPTCY" means, with respect to any Person, (i) the filing of
any petition or answer by such Person seeking to adjudicate it a bankrupt or
insolvent, or seeking for itself any liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of such Person or
such Person's debts under any law relating to bankruptcy, insolvency, or
reorganization or relief of debtors, or seeking, consenting to, or acquiescing
in the entry of an order for relief or the appointment of a receiver, trustee,
custodian, or other similar official for such Person for any substantial part of
its property, or (ii) without the consent or acquiescence of such Person, the
entering of an order for relief or approving a petition for relief or
reorganization or any other petition seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or other similar relief under any bankruptcy, liquidation,
dissolution, or other similar statute, law, or regulation, or the filing of any
such petition against such Person which petition shall not be dismissed within
ninety (90) days, or, without the consent or acquiescence of such Person, the
entering of an order appointing a trustee, custodian, receiver, or liquidator of
such Person of all or any substantial part of the property of such Person which
order shall not be dismissed within sixty (60) days.
"CAPITAL CONTRIBUTION" means the amount of money and the fair
market value of any property contributed to the Partnership by a Partner (net of
any liabilities to which such property is subject or that are assumed by the
Partnership in connection with such contribution).
"CERTIFICATE" means the certificate of limited partnership for
the Partnership, and any amendments thereto.
"CODE" means the Internal Revenue Code of 1986, as amended.
"GENERAL PARTNER" means the Person designated as general partner
in Exhibit "A" attached to this Agreement, and any Person subsequently admitted
as a general partner in accordance with the terms of this Agreement.
"INCAPACITY" means (a) with respect to a natural Person, the
Bankruptcy, death or determination of incompetency or insanity of such Person
and (b) with respect to any other Person, the Bankruptcy, liquidation or
dissolution of such Person.
"INDEMNIFIED PARTY" means the General Partner and any member,
manager, officer, director, shareholder, employee, or agent of the General
Partner.
"INTEREST" means an ownership interest in the Partnership,
including all of the rights and obligations in connection therewith under this
Agreement and the Act.
"LIMITED PARTNERS" means the Person designated as the limited
partner in Exhibit "A" attached to this Agreement, and any Person subsequently
admitted as a limited partner in accordance with the terms of this Agreement.
"LIQUIDATOR" means a Person chosen by the holders of a majority
of the Percentage Interests of the Limited Partners to supervise the liquidation
of the Partnership if there is no General Partner at the time of such
liquidation.
"NET DISTRIBUTABLE PROCEEDS" means gross cash or property
received by the Partnership from all sources other than Capital Contributions,
including reductions in Reserves from prior periods, reduced by the portion used
(i) to pay Partnership expenses, (ii) to make capital expenditures, including
for the acquisition of any additional or replacement property, and (iii) to fund
Reserves.
"PARTNERS" means the General Partner and the Limited Partner, and
any Person subsequently admitted as a partner in accordance with the terms of
this Agreement.
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"PARTNERSHIP" means the limited partnership formed and operated
pursuant to the terms of this Agreement.
"PERCENTAGE INTEREST" means the percentage determined in
accordance with Section 2.3 of this Agreement.
"PERSON" means any individual or any partnership, corporation,
trust, limited liability company or other legal entity.
"REGULATIONS" means the income tax regulations promulgated under
the Code, as such regulations may be amended from time to time.
"RESERVES" means amounts set aside to pay future costs or
expenses that are anticipated to exceed cash available to pay such costs or
expenses when due, as determined in the sole discretion of the General Partner.
1.2 FORMATION; NAME. The Partnership was formed by the filing of the
Certificate. The Partners hereby agree to operate the Partnership as a limited
partnership under the Act. The Partnership shall be operated under the name
"Viastar Services, LP" or such other name as the general partner may determine
from time to time. The General Partner shall file such other certificates and
documents as are necessary to qualify the Partnership to conduct business in any
jurisdiction in which the Partnership conducts business. A copy of the
Certificate shall be provided to any Partner on request.
1.3 REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE. The registered
agent and office of the Partnership required under the Act shall be as
designated in the Certificate, and may be changed by the General Partner in
accordance with the Act. The principal business office of the Partnership shall
be located at 0000 Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxxxx, XX
00000, or such other address as shall be designated by the General Partner.
1.4 PURPOSE. The purpose and business of the Partnership is to engage
in any lawful act or activity for which limited partnerships may be organized
under the Act, including without limitation, to directly and indirectly conduct
business activities that further the legal and economic interests of the
Partners. The Partnership is authorized to do any and all acts and things
necessary, appropriate, advisable, incidental to, or convenient for the
furtherance and accomplishment of its purposes, and for the protection and
benefit of the Partnership.
1.5 TERM. The term of the Partnership commenced on the date of filing
of the Certificate (which Certificate was filed along with applicable articles
of conversion to convert Viastar Services Corporation, a Texas corporation, to
the Partnership), and the Partnership shall continue until the Partnership is
terminated in accordance with this Agreement.
1.6 TITLE TO PROPERTY. All real and personal property owned by the
Partnership shall be owned by the Partnership as an entity and no Partner shall
have any ownership interest in such property in the Partner's individual name or
right, and each Partner's Interest
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shall be personal property for all purposes. The Partnership shall hold all of
its real and personal property in the name of the Partnership and not in the
name of any Partner.
1.7 WAIVER OF PARTITION. No Partner shall either directly or
indirectly take any action to require partition or appraisement of the
Partnership or of any of its assets or properties or cause the sale of any
Partnership property, and notwithstanding any provisions of applicable law to
the contrary, each Partner hereby irrevocably waives any and all right to
maintain any action for partition or to compel any sale with respect to such
Partner's Interest, or with respect to any assets or properties of the
Partnership, except as expressly provided in this Agreement.
SECTION 2
CAPITAL CONTRIBUTIONS; INTERESTS
2.1 CAPITAL CONTRIBUTIONS. All Capital Contributions shall be made to
the Partnership in proportion to the Partners' Percentage Interests. The Capital
Contributions of the Partners are set forth in Exhibit "A" attached hereto.
2.2 ADDITIONAL CAPITAL CONTRIBUTIONS AND LOANS. No Partner shall be
obligated to make any additional Capital Contributions or loans to the
Partnership.
2.3 PERCENTAGE INTERESTS. Each Partner shall have the Percentage
Interest in the Partnership set forth next to such Partner's name in Exhibit "A"
attached hereto.
2.4 NO INTEREST. No interest shall be paid on any Capital
Contributions of any Partner.
SECTION 3
DISTRIBUTIONS
3.1 DISTRIBUTIONS OF NET DISTRIBUTABLE PROCEEDS. Net Distributable
Proceeds shall be distributed among the Partners, at such times as shall be
determined by the General Partner, in accordance with their relative Percentage
Interests.
SECTION 4
FEDERAL INCOME TAX STATUS OF PARTNERSHIP
4.1 ELECTION TO BE TAXED AS CORPORATION. The Partnership shall file
an election under Regulation Section 301.7701-3 to be treated as an association
taxable as a corporation for federal income tax purposes.
SECTION 5
MANAGEMENT OF PARTNERSHIP
5.1 GENERAL PROVISIONS CONCERNING MANAGEMENT. Subject to any express
limitations contained in other provisions of this Agreement, the General Partner
shall have the exclusive right and responsibility to manage the business of the
Partnership and is hereby authorized to take any action of any kind and to do
anything and everything the General
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Partner deems necessary in connection therewith. The General Partner shall have
all of the rights and powers of a general partner under the Act. No Limited
Partner shall have any right or power to take part in the management or control
of the Partnership or its business and affairs or to act for or bind the
Partnership in any way.
5.2 CONTRACTS WITH AFFILIATES. The General Partner, on behalf of the
Partnership, may enter into contracts and agreements for property or services in
the ordinary course of business with any Partner or any Affiliate of a Partner.
5.3 PARTNERSHIP EXPENSES. All expenses of the Partnership shall be
billed directly to and be paid by the Partnership. The General Partner shall be
reimbursed for all expenses incurred by it for or on behalf of the Partnership.
5.4 MEETINGS AND WRITTEN CONSENTS. Meetings of the Partners may be
called at any time by the General Partner or by the holders of a majority of the
Percentage Interests of the Limited Partners. Any Partner may participate in a
meeting by means of conference telephone or similar communications equipment by
means of which all Persons participating in the meeting can hear and speak to
each other at the same time or in sequence, and participation in a meeting
pursuant to this provision shall constitute presence at the meeting. Any action
required or permitted to be taken at a meeting of the Partners may be taken
without a meeting if a consent, in writing, setting forth the action so taken
shall be signed by the Partners required to approve such action.
SECTION 6
BOOKS AND RECORDS; TAX AND FINANCIAL MATTERS
6.1 BOOKS AND RECORDS. The Partnership books and records shall be
maintained at the principal office of the Partnership. The Partnership books
shall be closed and balanced at the end of each year. The books and records of
the Partnership shall be available for inspection by any Partner at the
principal business office of the Partnership during normal business hours.
6.2 FISCAL YEAR. The year of the Partnership shall end on the last
day of the month of January each year.
6.3 TAX MATTERS. Except as provided in Section 4 of this Agreement,
all decisions concerning Partnership tax matters, including all tax elections
concerning the Partnership, shall be made by the General Partner.
6.4 BANKING. All funds of the Partnership shall be deposited in the
name of the Partnership in such checking account or accounts as shall be
designated by the General Partner. All withdrawals therefrom are to be made upon
checks signed by a Person or Persons authorized by the General Partner.
SECTION 7
TRANSFERS, ADMISSIONS, AND WITHDRAWALS
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7.1 TRANSFERS. Except as provided in this Agreement, there shall be
no restrictions on the transfer of a Partner's Interest; provided, however, that
if requested by the General Partner, such transfer shall not be valid and
effective unless and until the Partnership receives an opinion of counsel (the
cost of which shall be borne by the transferor), satisfactory in form and
substance to the General Partner, that neither the offering nor the transfer
will violate any federal or state securities law or regulations. Any purported
transfer, sale, assignment, encumbrance, or other disposition in violation of
this Agreement shall be null and void.
7.2 ADMISSIONS. Except as provided in this Agreement, no transferee
of an Interest shall be admitted as a Partner of the Partnership unless and
until the transferee agrees to be legally bound by this Agreement as a Partner
and executes and delivers to the General Partner such documents and instruments
as are necessary or appropriate in connection with the transferee becoming a
Partner. The transferee shall pay all costs and expenses incurred by the
Partnership in connection with such admission.
7.3 NO WITHDRAWAL. Except in connection with the transfer of an
Interest in accordance with Sections 7.1 and 7.2 herein, no Limited Partner
shall have the right to withdraw from the Partnership prior to the dissolution
and winding up of the Partnership.
7.4 INCAPACITY OF LIMITED PARTNER. The Incapacity of a Limited
Partner shall not dissolve or terminate the Partnership. In the event of such
Incapacity, provided the transfer of the Partner's Interest complies with
Section 7.1, the executor, administrator, guardian, trustee or other personal
representative or successor in interest of the Limited Partner affected by such
Incapacity shall be deemed to be the assignee of such Limited Partner's Interest
and may, subject to Section 7.2, become a substituted Limited Partner.
SECTION 8
TERMINATION AND DISSOLUTION
8.1 DISSOLUTION EVENTS. The Partnership shall be terminated and
dissolved upon the earliest to occur of the following events:
8.1.1 DISSOLUTION EVENT WITH RESPECT TO A GENERAL PARTNER. Any
event with respect to a General Partner that would result in a dissolution of
the Partnership pursuant to the Act, provided, however, that the Partnership
shall not be dissolved if (a) there is at least one remaining General Partner
and the business of the Partnership is carried on by the remaining General
Partner(s) either alone or together with a new General Partner, or, (b) if there
is no remaining General Partner, within ninety (90) days of such event the
holders of a majority of the Percentage Interests of the Limited Partners elect
a new General Partner to continue the business of the Partnership; or
8.1.2 ELECTION OF GENERAL PARTNER OR LIMITED PARTNERS. The
election of the General Partner or the holders of a majority of the Percentage
Interests of the Limited Partners to dissolve the Partnership; or
8.1.3 JUDICIAL DISSOLUTION. Entry of a final decree of judicial
dissolution pursuant to the Act.
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8.2 LIQUIDATION.
8.2.1 WINDING UP. Upon the dissolution of the Partnership, the
Partnership's business shall be liquidated in an orderly manner. The General
Partner or Liquidator shall determine which Partnership property shall be
distributed in-kind and which Partnership property shall be liquidated. The
liquidation of Partnership property shall be carried out as promptly as is
consistent with obtaining the fair value thereof.
8.2.2 PAYMENTS AND DISTRIBUTIONS. Partnership property or the
proceeds therefrom, to the extent sufficient therefor, shall be applied and
distributed in the following order of priority, with no distribution being made
in any category set forth below until each preceding category has been satisfied
in full:
(a) To the payment and discharge of all of the
Partnership's debts and liabilities, including any debts and liabilities owed to
any Partner, and to the expenses of liquidation;
(b) To the establishment of Reserves (which Reserves, to
the extent determined in the sole discretion of the General Partner to be no
longer needed by the Partnership, shall be distributed in accordance with the
order of priority set forth in Section (c) hereof);
(c) To and among the Partners in accordance with Section 3
of this Agreement.
SECTION 9
EXCULPATION AND INDEMNIFICATION
9.1 EXCULPATION. No Indemnified Party shall be liable, responsible or
accountable in damages or otherwise to the Partnership or any Limited Partner
for any act or omission performed or omitted by the Indemnified Party in a
manner reasonably believed by the Indemnified Party to be in the scope of the
authority granted to the Indemnified Party in accordance with this Agreement,
provided that the act or omission of the Indemnified Party is not determined by
a court to be due to willful misconduct.
9.2 INDEMNIFICATION. The Partnership shall indemnify and hold
harmless each Indemnified Party against any loss or damage (including attorneys'
and other professional fees) incurred by the Indemnified Party on behalf of the
Partnership or in furtherance of the Partnership's interests, without relieving
the Indemnified Party of liability for willful misconduct. The satisfaction of
any indemnification shall be from and limited to Partnership's assets and no
Partner shall have any liability on account thereof. The right to
indemnification shall include the right to be paid or reimbursed by the
Partnership the reasonable expenses incurred by the Indemnified Party in advance
of the final disposition of any proceeding; provided, however, that the advance
payment of such expenses shall be made only upon delivery to the Partnership of
a written affirmation by such Indemnified Party of such Indemnified Party's good
faith belief that the Indemnified Party has met the standard of conduct
necessary for indemnification under this Agreement and a written
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undertaking, by or on behalf of such Indemnified Party, to repay all amounts so
advanced if it shall ultimately be determined that such Indemnified Party is not
entitled to be indemnified under this Agreement or otherwise.
SECTION 10
REPRESENTATIONS AND WARRANTIES
10.1 GENERAL. As of the date hereof, each of the Partners makes each
of the representations and warranties applicable to such Partner as set forth in
this Section 10.1, and such representations and warranties shall survive the
execution of this Agreement.
10.1.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF
AGREEMENT. If such Partner is a corporation, partnership, trust, limited
liability company, or other legal entity, it is duly organized or formed,
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation or formation and has the power and authority to own property and
carry on its business as owned and carried on at the date hereof and as
contemplated hereby. Such Partner is duly licensed or qualified to do business
and in good standing in each of the jurisdictions in which the failure to be so
licensed or qualified would have a material adverse effect on its ability to
perform its obligations hereunder, and the execution, delivery, and performance
of this Agreement has been duly authorized by all necessary corporate or
partnership or company action. This Agreement constitutes the legal, valid, and
binding obligation of such Partner.
10.1.2 NO CONFLICT OR DEFAULT. The execution, delivery, and
performance of this Agreement and the consummation by such Partner of the
transactions contemplated hereby (i) will not conflict with, violate, or result
in a breach of any of the terms, conditions, or provisions of any law,
regulation, order, writ, injunction, decree, determination, or award of any
court, any governmental department, board, agency, or instrumentality, or any
arbitrator, applicable to such Partner, and (ii) will not conflict with,
violate, result in a breach of, or constitute a default under any of the terms,
conditions, or provisions of the articles of incorporation, bylaws, partnership
agreement, or operating agreement of such Partner, or of any material agreement
or instrument to which such Partner is a party or by which such Partner is or
may be bound or to which any of its material properties or assets are or may be
subject.
10.1.3 GOVERNMENTAL AUTHORIZATIONS. Any registration, declaration
or filing with or consent, approval, license, permit or other authorization or
order by, any governmental or regulatory authority that is required in
connection with the valid execution, delivery, acceptance, and performance by
such Partner under this Agreement or the consummation by such Partner of any
transaction contemplated hereby has been completed, made, or obtained on or
before the effective date of this Agreement.
10.1.4 LITIGATION. There are no actions, suits, proceedings, or
investigations pending or, to the knowledge of such Partner, threatened against
or affecting such Partner or any of such Partner's properties, assets, or
businesses in any court or before or by any governmental department, board,
agency, instrumentality, or arbitrator which, if adversely determined, could (or
in the case of an investigation could lead to any action, suit,
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or proceeding which, if adversely determined, could) reasonably be expected to
materially impair such Partner's ability to perform its obligations under this
Agreement.
10.2 INVESTMENT REPRESENTATIONS. Each Limited Partner represents and
warrants that it has acquired its Interest for its own account as part of a
transaction exempt from registration under the Securities Act of 1933, as
amended, and applicable state law for investment purposes and not with a view to
the resale or distribution thereof, and that it has had access to any and all
information necessary to arrive at its decision to acquire its Interest. In
addition to the restrictions on transfer of Interests otherwise set forth in
this Agreement, no Interest may be sold, transferred, assigned or otherwise
disposed of by any Partner in the absence of registration under the Securities
Act of 1933, as amended, and applicable state law, or an opinion of counsel
experienced in securities matters and satisfactory to the General Partner that
such assignment or other disposition will not be in violation of said Act or
state laws. No Limited Partner shall have any right to require registration of
its Interest under said Securities Act or applicable state law and, in view of
the nature of the Partnership and its business, such registration is neither
contemplated nor likely. Each Limited Partner further acknowledges that it
understands that the effect of the foregoing representation and warranty and
restriction on assignment or other disposition is generally to require that such
Interest be held indefinitely unless it is registered or an exemption from
registration is available.
10.3 BREACH OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
anything to the contrary contained in Section 9 of this Agreement, if any
Partner shall breach or be in default of any representation or warranty
contained in this Section 10, the breaching Partner shall protect, defend,
indemnify and hold harmless the Partnership and the other Partners against any
loss or damage (including attorneys' fees and other costs and expenses) incurred
by such party as a result of any such breach or default.
SECTION 11
MISCELLANEOUS
11.1 NOTICES AND CONSENTS. All notices, approvals, consents, requests,
instructions, and other communications (collectively "Communications") required
to be given in writing pursuant to this Agreement shall be validly given, made
or served only if in writing and when delivered personally or by registered or
certified mail, return receipt requested, postage prepaid, or by a reputable
overnight or same day courier, addressed to the Partnership or the Partner at
the address that is on record at the principal office of the Partnership. Any
such Communication shall be treated as given under this Agreement when the
Communication is delivered to such address. The designation of the Person to
receive such Communication on behalf of a Partner or the address of any such
Person for the purposes of such Communication may be changed from time to time
by written notice given to the Partnership pursuant to this Section.
11.2 SUCCESSORS. This Agreement shall inure to the benefit of and
shall be binding upon all of the parties and their respective heirs, successors
and assigns.
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11.3 APPLICABLE LAW. This Agreement and the rights of the parties
hereunder shall be interpreted in accordance with the laws of the State of
Texas, without regard to any conflicts of law rules or principles of such state.
11.4 AMENDMENT. No change or modification to this Agreement shall be
valid unless the same be in writing and signed by the General Partner and the
holders of a majority of the Percentage Interests of the Limited Partners.
Notwithstanding the foregoing, the General Partner may amend Exhibit "A" of this
Agreement to reflect transfers of Interests permitted in accordance with this
Agreement.
11.5 ENTIRE AGREEMENT. This Agreement contains the entire
understanding among the parties with respect to the subject matter hereof and
supersedes any prior written or oral understandings and agreements between them
respecting the subject matter hereof. There are no representations, agreements,
arrangements, or understandings, oral or written, between or among the parties
hereto relating to the subject matter of this Agreement which are not fully
expressed herein.
11.6 SEVERABILITY. 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, 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.
11.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts with the same effect as if all of the Partners had signed the same
document. All counterparts shall be construed together and shall constitute one
and the same instrument.
11.8 CONSTRUCTION. When from the context it appears appropriate, each
term stated either in the singular or the plural shall include the singular and
the plural and pronouns stated either in the masculine, the feminine or the
neuter shall include the masculine, the feminine and the neuter.
11.9 HEADINGS AND CAPTIONS. The headings and captions contained in
this Agreement are inserted only as a matter of convenience and in no way
define, limit or extend the scope or intent of this Agreement or any provisions
hereof.
11.10 NO WAIVER. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligation hereunder or to
exercise any right or remedy hereunder, regardless of how long such failure
shall continue, shall not be a waiver of such Partner's right to demand strict
compliance therewith in the future unless such waiver is in writing and signed
by the Partner giving the same.
11.11 OTHER BUSINESS AND INVESTMENT VENTURES. Each Partner and any
Affiliate of a Partner may engage in other business or investment ventures,
including business or investment ventures in competition with the Partnership,
and neither the Partnership nor the other Partners shall have any rights in such
business or investment ventures.
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11.12 ADDITIONAL INSTRUMENTS. Each Partner agrees to execute and
deliver such additional agreements, certificates, and other documents as may be
necessary or appropriate to carry out the intent and purposes of this Agreement.
11.13 POWER OF ATTORNEY. Each Limited Partner, by the execution of
this Agreement, irrevocably constitutes and appoints the General Partner as its
true and lawful attorney-in- fact, with full power and authority in its name,
place and stead to execute, acknowledge, deliver, swear to, file and record at
the appropriate public offices such documents as may be necessary or appropriate
to carry out the provisions of this Agreement. The appointment by each Limited
Partner 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 powers of the General Partner to
act as contemplated by this Agreement, and any filing or any other action on
behalf of the Partnership shall survive the Bankruptcy or death of a Limited
Partner.
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IN WITNESS WHEREOF, the parties have executed this Agreement of
Limited Partnership of Viastar Services, LP as of the day and year first above
written.
GENERAL PARTNER:
TRANSCORE COMMERCIAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
LIMITED PARTNER:
TRANSCORE, LP
By: TLP Holdings, LLC, its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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VIASTAR SERVICES, LP
AGREEMENT OF LIMITED PARTNERSHIP
EXHIBIT "A"
PARTNERS' CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS
CAPITAL PERCENTAGE
PARTNERS CONTRIBUTION INTEREST
GENERAL PARTNER: 1% (5,000 SHARES)
LIMITED PARTNER: 99% (495,000 SHARES)
