EX-3.4 3 w97994exv3w4.txt CERTIFICATE OF LIMITED PARTNERSHIP OF TRANSCORE EXHIBIT 3.4 State of Delaware Secretary of State Division of Corporations Filed 09:00 AM 09/07/2001 010444667-2382097 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED PARTNERSHIP PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL CORPORATION LAW. 1.) The name of the corporation immediately prior to filing this Certificate is TransCore, Inc. 2.) The date the Certificate of Incorporation was filed on is March 3, 1994. 3.) The original name of the corporation as set forth in the Certificate of Incorporation is Syntonic Acquisition Corporation. 4.) The name of the limited partnership as set forth in the formation is TransCore, L.P. 5.) The conversion has been approved in accordance with the provisions of Section 266. 6.) The Certificate of Conversion shall be effective as of September 10, 2001. By: /s/ Claudia F. Wiegand ------------------------------- Authorized Officer Name: Claudia F. Wiegand ----------------------------- Print or Type Signature State of Delaware Secretary of State Division of Corporations Filed 09:00 AM 09/07/2001 010444667 - 2382097 TRANSCORE, LP STATE OF DELAWARE CERTIFICATE OF LIMITED PARTNERSHIP The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows: 1. The name of the limited partnership is TransCore, L.P. 2. The name and address of the Registered Agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 3. The name and mailing address of each general partner is as follows: TLP Holdings, LLC 8158 Adams Drive Liberty Centre, Building 200 Hummelstown, PA 17036 4. The Certificate of Limited Partnership shall be effective as of 9/10/01. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of TransCore, L.P. as of the 31 day of August, 2001. TRANSCORE, L.P. By: TLP Holdings, LLC, its General Partner By: /s/ Claudia F. Wiegand ------------------------------------ Name: Claudia F. Wiegand Title: Executive Vice President State of Delaware Secretary of State Division of Corporations Filed 09:00 AM 10/02/2001 010490627 - 2382097 Certificate of Correction of Certificate of Conversion It is hereby certified that: 1. The name of the limited partnership (hereinafter call the "limited partnership") is TransCore, L.P. 2. The Certificate of Conversion of the limited partnership, which was filed by the Secretary of the State of Delaware on September 7, 2001 is hereby corrected. 3. The inaccuracy [defect] to be corrected in said instrument is as follows: The name of the limited partnership is incorrectly set forth in the document. 4. The portion of the instrument in corrected form is as follows: "4.) The name of the limited partnership as set forth in the formation is TransCore, LP." IN WITNESS WHEREOF, this Certificate of Correction has been duly executed by a general partner thereunto duly authorized as of the 2d day of October, A.D., 2001. TRANSCORE, L.P. By: TLP Holdings, LLC General Partner By: /s/ Claudia F. Wiegand ---------------------------------------- Claudia F. Wiegand Executive Vice President State of Delaware Secretary of State Division of Corporations Filed 09:01 AM 10/02/2001 010490630 - 2382097 Corrected Certificate of Limited Partnership It is hereby certified that: 1. The name of the limited partnership (hereinafter called the "limited partnership") is TransCore, L.P. 2. The Certificate of Limited Partnership of the limited partnership, which was filed with the Secretary of State of Delaware on September 7, 2001, is hereby corrected. 3. The name of the limited partnership was incorrectly set forth throughout the document. The Certificate of Limited Partnership is set forth in its corrected form as Exhibit A. IN WITNESS WHEREOF, this Certificate of Correction has been duly executed by a general partner thereunto duly authorized as of the 2d day of October, A.D., 2001. TRANSCORE, L.P. By: TLP Holdings, LLC General Partner By: /s/ Claudia F. Wiegand ---------------------------------------- Claudia F. Wiegand Executive Vice President Exhibit A STATE OF DELAWARE CERTIFICATE OF LIMITED PARTNERSHIP The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows: 1. The name of the limited partnership is TransCore, LP. 2. The name and address of the Registered Agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 3. The name and mailing address of each general partner is as follows: TLP Holdings, LLC 8158 Adams Drive Liberty Centre, Building 200 Hummelstown, PA 17036 4. The Certificate of Limited Partnership shall be effective as of 9/10/01. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of TransCore, LP as of the 31 day of August, 2001. TRANSCORE, LP By: TLP Holdings, LLC, its General Partner By: /s/ Claudia F. Wiegand ------------------------------------ Name: Claudia F. Wiegand Title: Executive Vice President