EXHIBIT 3.75
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
SCE SHARING PARTNERSHIP, L.P.
This Amended and Restated Limited Partnership Agreement (this "Agreement")
of SCE Sharing Partnership, L.P. (the "Partnership") dated as of February 14,
2005 is entered into by and between Valor Communications Group, Inc., a Delaware
corporation ("VCG", and in its capacity as general partner, the "General
Partner"), as general partner and as a limited partner, and ECS Holding Company,
a Delaware corporation ("ECS", and together with VCG in its capacity as a
limited partner, the "Limited Partners"), as a limited partner. The General
Partner and the Limited Partners are hereinafter referred to collectively as the
"Partners".
WHEREAS, SCE Sharing Partnership, L.P. was formed, in accordance with the
Delaware Revised Uniform Limited Partnership Act, as such statute may be amended
from time to time (6 Del. C. Section 17-101, et seq.) (the "Delaware Act"), by
the filing of a Certificate of Limited Partnership with the office of the
Secretary of State of the State of Delaware on July 27, 2000 and the entering
into of a Limited Partnership Agreement dated as of October 12, 2000 (the
"Original Agreement") between Welsh, Carson, Xxxxxxxx & Xxxxx IX, L.P. ("WCAS
IX"), WCAS IX Associates LLC ("Associates"), and ECS;
WHEREAS, WCAS IX and Associates sold, assigned and transferred their
interests in the Partnership to VCG pursuant to that certain Contribution
Agreement dated as of the date hereof by and among WCAS IX, Associates and VCG;
and
WHEREAS, the parties hereto desire to enter into this Agreement to amend
and restate in its entirety the Original Agreement;
NOW THEREFORE, the parties hereto, wishing to associate themselves as
partners of the Partnership, with VCG as the sole general partner and each of
the Limited Partners as the limited partners of the Partnership, in
consideration of the premises and the mutual covenants and agreements herein set
forth, hereby agree as follows:
1. Name. The name of the Partnership is SCE Sharing Partnership, L.P.
2. Purpose. The Partnership is organized for all purposes and may engage
in all activities permitted under the Act.
3. Registered Office; Principal Office. The registered office of the
Partnership in the State of Delaware is at the of the offices of Corporation
Service Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx of New Castle, or such
other place within the State of Delaware as the General Partner may in its
absolute discretion designate from time to time. The principal office of the
Partnership is at c/o Valor Communications Group, Inc., 000 X. Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, or such other place as the General
Partner may in its absolute discretion designate from time to time.
4. Partners. The names and business addresses of the Partners are as
follows:
General Partner
Valor Communications Group, Inc.
000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Limited Partners
ECS Holding Co.
000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Valor Communications Group, Inc.
000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
5. Powers. The powers of the General Partner include all powers, statutory
and otherwise, processed by general partners under the laws of the State of
Delaware. All matters concerning the allocation of profits, gains and losses
among the Partners including the taxes thereon, and accounting procedures, not
specifically and expressly provided for the terms of this Agreement shall be
determined by the General Partner, whose reasonably determination shall be final
and conclusive as to all the Partners. The General Partner shall be the tax
matters partner and, as such, shall assume all the rights and duties of "Tax
Matters Partner" as set forth in the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder.
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6. Term. This Agreement shall take effect on the date first above written.
The term of the Partnership shall commence at the time and on the date the
Certificate of Limited Partnership was duly filed and recorded in the office of
the Secretary of State of the State of Delaware, and shall continue until
terminated in accordance with Section 12 hereof.
7. Liability of Partners. The names of all the Partners and the amounts of
their respective contributions (including without limitation, their deemed
contributions) to the capital of the Partnership (the "Capital Contributions")
shall be as set forth on Schedule A hereto which shall be filed with the records
of the Partnership and which may be amended from time to time by the General
Partner in accordance herewith. For each Partner there shall be determined a
Capital Percentage, which shall be determined for each Partner as of any date by
dividing the amount of such Partner's Capital Contributions as of such date by
the sum of all Capital Contributions as of such date. The Capital Percentage of
each Partner shall be set forth in Schedule A hereto.
To the extent of their respective Capital Contributions, the Partners
shall share all losses, liabilities or expenses of the Partnership in the manner
in which they are allocated pursuant to Section 10 below. The General Partner
shall have unlimited liability for the repayment and discharge of all debts and
obligations of the Partnership in excess of all available assets of the
Partnership.
Notwithstanding any other provision in this Agreement, in no event shall
any Limited Partner or any former Limited Partner have any liability arising
from its capacity as a Limited Partner for the repayment and discharge of the
debts and obligations of the Partnership; provided, however, that a Limited
Partner will be liable to the Partnership for any sums distributed to it only to
the extent required in Section 17-607 of the Act.
8. Capital Contributions. The Partners of the Partnership have contributed
the amounts, in cash, and no other property, to the Partnership as set forth on
Schedule A.
9. Additional Conditions. No Partner of the Partnership is required to
make any additional capital contribution to the Partnership.
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10. Allocations of Profits and Losses. The Partnership's profits and
losses shall be allocated in proportion to the Capital Contributions of the
Partners.
11. Distributions. At the time or times determined by the General Partner,
the General Partner may, in its sole discretion, cause the Partnership to
distribute any cash held by it. Any cash distributed to the Partners of the
Partnership shall be distributed in proportion to capital account balances of
the Partners as of the date of such distribution.
12. Duration, Dissolution and Extension.
(a) The Partnership shall terminate on June 30, 2025, subject to the
provisions for extension or earlier dissolution contained in this Section 12(a).
Early dissolution of the Partnership shall occur at such time as may be
specified by the General Partner in a written notice of early dissolution given
to all Limited Partners. The Partnership's term shall be automatically extended
for any period of that the General Partner determines, in its sole discretion.
The death, insanity or dissolution of a Limited Partner shall not dissolve the
Partnership.
(b) In the event of the death, insanity or dissolution of a Limited
Partner, the interest of such Limited Partner shall continue at the risk of the
Partnership business until the termination of the Partnership, at which time his
or its legal representatives shall be entitled to received such amount as he or
it would have been entitled to receive had he or it not died, become insane or
dissolved. Except as may otherwise be provided in the Act as in effect from time
to time, the legal representatives of a Limited Partner who dies, becomes insane
or dissolved shall not entitled to give or withhold any consent required to be
given by the holders of Capital Percentages under this Agreement, and the
Capital Percentage of any such Limited Partner shall be disregarded in
determining whether any required consent has been obtained.
13. Withdrawal. No right is given to any Partner of the Partnership to
withdraw from the Partnership.
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14. Additional Partners.
(a) Without the approval of the Limited Partners, the General
Partner may admit additional limited partners to the Partnership.
(b) After the admission of any additional limited partners pursuant
to this Section 14, the Partnership shall continue as a limited partnership
under the Act.
(c) The admission of additional limited partners to the Partnership
pursuant to this Section 14 shall be accomplished by the amendment of this
Agreement of Limited Partnership and, if required by the Act, the filing of an
appropriate amendment of the Partnership's Certificate of Limited Partnership in
the office of the Secretary of State of Delaware.
15. 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.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
duly executed this Agreement of Limited Partnership as of the 14th day of
February, 2005.
GENERAL PARTNER:
VALOR COMMUNICATIONS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name:
Title:
LIMITED PARTNER:
ECS HOLDING CO.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name:
Title:
VALOR COMMUNICATIONS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name:
Title:
SCHEDULE A
CAPITAL CONTRIBUTIONS
CAPITAL CAPITAL
CONTRIBUTION PERCENTAGE
------------- ---------
GENERAL PARTNER
Valor Communications Group, Inc. $ 1,235,580 1.0000%
Subtotal: General Partner $ 1,235,580 1.0000%
============= ========
LIMITED PARTNERS
ECS Holding Co. $ 115,265,555 93.2886%
Valor Communications Group, Inc. $ 7,056,865 5.7114%
Subtotal: Limited Partners $ 122,322,420 99.000%
============= ========
TOTAL: ALL PARTNERS $ 123,558,000 100.000%
============= ========
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