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