infratrust 2 - Fondsvermittlung24.de

infrastruktur
19.2 agreement of limited partnership
of infratrust asset pool, lllp
Der nachfolgend aufgeführte Gesellschaftsvertrag der
InfraTrust Asset Pool, LLLP wurde in englischer
Sprache abgeschlossen. Zur Information findet sich im
Anschluss eine rechtlich unverbindliche deutsche
Übersetzung. Alleinige Gültigkeit hat die englische
Version.
THIS AGREEMENT OF LIMITED PARTNERSHIP is
made and entered into effective as of the 31st day of
July, 2007, by and between, InfraTrust Partner, Inc., a
Delaware corporation, as the General Partner, Infra-
Trust 2 GmbH & Co. KG, as a Limited Partner, and
those additional parties set forth on Exhibit A, attached
hereto, who from time to time become Limited Partners
as provided in this Agreement (collectively, the
General Partner and all Limited Partners are referred to
herein as the “Partners”).
WHEREAS, on July 30, 2007, a certificate of limited
partnership was filed with the Secretary of State of the
State of Delaware, pursuant to which the General Partner
and the Limited Partner formed a limited liability
limited partnership named “InfraTrust Asset Pool,
LLLP” (the “Partnership”) under the Delaware Revised
Uniform Limited Partnership Act; WHEREAS, the
Partners desire to set forth certain rights and obligations
among the Partnership and each of the Partners;
and NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and conditions herein
contained, the undersigned parties agree as follows:
Article I
FORMATION
The General Partner has executed and filed a Certificate
of Limited Partnership and a Statement of Qualification
electing treatment as a limited liability limited
partnership with the Delaware Secretary of State on
July 30, 2007, pursuant to which the parties hereto
have formed the Partnership.
Article II
NAME
The business of the Partnership shall be conducted
under the name of “InfraTrust Asset Pool, LLLP” or
such other name as the General Partner shall hereafter
designate in its discretion from time to time.
Article III
DEFINITIONS
3.1 “Act” shall mean the provisions of the Delaware
Revised Uniform Limited Partnership Act, as amended.
122 INFRATRUST 2 I Emissionsprospekt
3.2 “Adjusted Capital Account” shall mean, with respect
to a Partner, such Partner’s Capital Account, as
described in Section 8.1, increased by any amount that
such Partner is deemed to be obligated to restore
pursuant to Treasury Regulations Sections 1.704-
2(g)(1) and 1.704 2(i)(5), and reduced by the amount
(whether made or reasonably expected to be made) of
any adjustment, allocation or distribution described
in Treasury Regulations Section 1.704 1(b)(2)(ii)(d)(4),
(5) or (6). This definition of Adjusted Capital Account
is intended to comply with the provisions of Treasury
Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.
3.3 “Affiliate” shall mean any individual, partnership,
corporation, trust or other entity or association, directly
or indirectly, through one or more intermediaries,
controlling, controlled by, or under common
control with a Partner. The term “control,” as used in
the immediately preceding sentence, means, with respect
to a corporation, partnership or limited liability
company the right to exercise , directly or indirectly,
more than fifty percent (50%) of the voting rights attributable
to the controlled corporation, partnership or
limited liability company, and, with respect to any individual,
partnership, trust, other entity or association,
the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies
of the controlled entity.
3.4 “Agreement” shall mean this Agreement of Limited
Partnership as amended, modified or supplemented
from time to time.
3.5 “Assignee” shall mean a Person who has acquired
a Limited Partner’s beneficial interest in one or
more Units and has not been admitted to the Partnership
as a substituted Limited Partner.
3.6 “Capital Account” shall mean the account established
and maintained for each Partner pursuant to
Section 8.1 hereof.
3.7 “Capital Contribution” shall mean, with respect
to each Partner, the amount of cash or the fair market
value of property (net of liabilities secured by such property
that the Partnership is considered to assume or
take subject to under Section 752 of the Code) paid in
or transferred to the Partnership by that Partner, which
may be adjusted from time to time.
3.8 “Certificate” shall mean the Certificate of Limited
Partnership filed with the Secretary of State of Delaware
dated July 30, 2007, as amended from time to
time, together with that Statement of Qualification as
a limited liability limited partnership as described
under Section 17-214 of the Delaware Revised Uniform
Limited Partnership Act.
3.9 “Code” shall mean the Internal Revenue Code of
1986, as amended.
3.10 “Dissolution Redemption Notice” shall mean the
notice of a Limited Partner’s dissolution and the related
desire to redeem such Limited Partner’s Units as
provided in Section 8.10(c).
3.11 “Event of Withdrawal” shall mean, as to the General
Partner (a) the dissolution of the General Partner;
(b) if the General Partner (i) makes an assignment
for the benefit of the creditors; (ii) files a voluntary petition
in bankruptcy; (iii) is adjudicated a bankrupt or
insolvent; (iv) files a petition or answer speaking for itself
in the reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief
under any statute, law or regulation; (v) files an answer
or other pleading admitting or failing to contest
the material allegations of the petition filed against it in
any proceeding of this nature; (vi) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or
liquidator of the General Partner of all or a substantial
part of its property; or (c) upon (i) the filing of a certificate
of dissolution of a General Partner or the revocation
of the General Partner’s charter and lapse of
ninety (90) days after notice to the General Partner of
revocation without reinstatement of its charter; (ii) one
hundred-twenty (120) days after the commencement
of any proceeding against the General Partner seeking
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under
any statute, law or regulation, if the proceeding has not
been dismissed; or (iii) the expiration of ninety (90)
days after the appointment without the General Partner’s
consent or acquiescence of a trustee, receiver or
liquidator of the General Partner or of all or any substantial
part of its properties, the appointment of which
is not vacated or stayed within ninety (90) days after
the expiration of any stay. If there is at least one remaining
General Partner, an Event of Withdrawal of
the General Partner shall be effective as of the date
of any such event; however, if an Event of Withdrawal
shall occur with respect to the last remaining General
Partner, the Event of Withdrawal shall not be effective
until one hundred-twenty (120) days after the
event giving rise to the Event of Withdrawal has occurred.
3.12 “Eligibility Criteria” shall mean the minimum criteria
to be met before the General Partner will consider
an investment in given project for Infrastructure Assets,
such criteria to be established by the General
Partner and set forth on Exhibit B, attached hereto,
from time to time. Eligibility Criteria may be amended
from time to time with approval of the Partners by Supermajority
Vote.
3.13 “Gain on Sale” shall mean the taxable income or
gain for federal income tax purposes (including gain
exempt from tax) in the aggregate for each fiscal year
from the sale, exchange or other disposition of all or