EXHIBIT 3.10
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON
SUBMISSION TO THE GENERAL PARTNER OF THE PARTNERSHIP OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO IT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION
OF THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS OR
ANY RULE OR REGULATION PROMULGATED THEREUNDER.
AGREEMENT OF LIMITED PARTNERSHIP
OF
GEISMAR VINYLS LP
THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") made effective
as of December 27, 2002, by and between GVGP, INC., a Delaware corporation
("CORPORATION") and GEISMAR HOLDINGS, INC., a Delaware corporation ("HOLDINGS");
WITNESSETH:
WHEREAS, CORPORATION is a Delaware corporation qualified to do business
in the State of Delaware; and
WHEREAS, HOLDINGS is a Delaware corporation qualified to do business in
the State of Delaware; and
WHEREAS, CORPORATION and HOLDINGS desire to enter into and form a
limited partnership under the Revised Delaware Limited Partnership Act, as
amended (the "Act"), to engage in any lawful business, act or activity for which
limited partnerships may be organized under the Act;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and of the contributions to capital by CORPORATION and HOLDINGS as set
forth in Article II, CORPORATION and HOLDINGS hereby agree as follows:
ARTICLE I
FORMATION AND ORGANIZATION
1.1. Formation and Name of Partnership. Pursuant to the provisions
of the Act, the CORPORATION and HOLDINGS hereby enter into and form a limited
partnership (the "Partnership") for the purposes hereinafter set forth. The
Partnership shall conduct its business
under the name "GEISMAR VINYLS LP" and such name shall be used at all times in
connection with the Partnership's business and affairs. CORPORATION shall be the
general partner of the Partnership and HOLDINGS shall be the limited partner of
the Partnership.
1.2. Certain Definitions. The following terms used herein, unless
the context otherwise specifically requires, shall have the following respective
meanings:
"Affiliate" means, with respect to any designated person, any
other person which, directly or indirectly, controls or is controlled
by or is under common control with such designated person, and shall
include any director, officer, employee or partner of such designated
person.
"Article"' shall refer to the numbered articles of this
Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Distributable Funds" shall have the meaning set forth in
Section 4.1.
"Fiscal Year" or "Year" shall mean a calendar year (or portion
thereof) ending on December 31 of such year.
"General Partner" shall mean GVGP, INC., a Delaware
corporation.
"Limited Partner" shall mean GEISMAR HOLDINGS, INC. a Delaware
corporation.
"Operating Revenues" shall have the meaning set forth in
Section 4.1.
"Ownership Percentage" of a Partner shall have the meaning set
forth in Section 2.5.
"Partners" shall refer to the General Partner and the Limited
Partner.
"Partnership Interest" shall have the meaning set forth in
Section 2.5.
"Partnership Office" shall have the meaning set forth in
Section 1.4.
"Section" shall refer to the numbered sections of this
Agreement.
Other capitalized terms used in this Agreement shall have the meanings
indicated.
1.3. Term. This Agreement shall be effective and the Partnership
shall commence upon compliance by the Partners with Section 2.01 of the Act and
shall continue until dissolved pursuant to Article VIII.
1.4. Principal Office; Registered Office and Registered Agent;
Filing.
1.4.1. Principal Office. The principal office of the
Partnership (the "Partnership office"), where the books and records of the
Partnership shall be kept, shall be 2801 Post Oak
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Boulevard, Suite 600, Houston, TX 77056 Attention: Secretary. Upon compliance
with applicable legal requirements and notice to the Limited Partner, the
General Partner may change the Partnership office to such other location or
locations within or without the State of Texas, as the General Partner may
determine to be reasonably convenient for the General Partner and may
accordingly designate as the Partnership Office for purposes hereof.
1.4.2. Filing of Certificate. The General Partner shall
execute any certificate or certificates required by law to be filed in
connection with the formation of the Partnership, including that required by the
Act, and shall cause such certificate or certificates to be filed in the
appropriate records.
1.4.3. Registered Office and Registered Agent. The
registered office of the Partnership in Delaware is located at The Corporation
Trust Center, 1209 Orange Street in the City of Wilmington, County of New
Castle, Delaware 19801, and the name of its registered agent at such address is
The Corporation Trust Company. The General Partner is hereby given the authority
to change the registered office and/or to appoint a new registered agent as the
General Partner may determine in compliance with applicable legal requirements.
1.4.4. Other Jurisdictions. The General Partner shall take
all steps appropriate under the laws of any jurisdiction in which it may be
necessary to qualify the Partnership to transact business and to be treated as a
limited partnership doing business in such jurisdiction.
1.5. Purposes of the Partnership. The object and purpose of the
Partnership is to engage in any lawful business, act or activity for which
limited partnerships may be organized under the Act; and to do all such other
acts and things as the General Partner may deem appropriate in connection with
the furtherance and accomplishment of the foregoing objects.
1.6. General Partner. GVGP, INC. shall be and is hereby constituted
the general partner of the Partnership. The management of the business and
affairs of the Partnership shall be conducted as provided in Article V. Except
to the extent otherwise specifically provided herein or prohibited by the Act,
the General Partner shall have full power and authority to take all action in
connection with the Partnership's affairs and to exercise exclusive management,
supervision, and control of the Partnership's properties and business and shall
have the full power to do all things necessary, convenient or appropriate in
connection therewith.
1.7. Limited Partner. GEISMAR HOLDINGS, INC. shall be and is hereby
constituted as the limited partner of the Partnership. The Limited Partner, in
such capacity, shall have no participation in the management of the Partnership
or power to transact any Partnership business or to act for or bind the
Partnership in any respect; and the Limited Partner shall not, except to the
extent provided in Section 8.2.3 or by law, ever be (i) personally liable for
any part of the debts or other obligations of the Partnership or (ii) obligated
to make contributions to the Partnership in excess of those made pursuant to
this Agreement.
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ARTICLE II
CAPITAL CONTRIBUTIONS
2.1. Contributions. Simultaneously with the execution and delivery
hereof, the General Partner has contributed to the capital of the Partnership a
one percent (1%) undivided interest in the Assets, and the Limited Partner has
contributed to the capital of the Partnership a ninety-nine percent (99%)
undivided interest in the Assets.
2.2. Financing. Certain funds to finance the business of the
Partnership may be derived from loans to the Partnership from third parties
("Third-Party Financing") and from the revenues of the Partnership. Any
Third-Party Financing shall be entered into from time to time on such terms as
the General Partner may deem advisable.
2.3. Other Funds. Except as provided in Section 8.2.3, no Partner
shall be obligated (i) to contribute additional amounts to the Partnership's
capital, or (ii) to furnish such Partner's funds or property for Partnership
purposes, or (iii) to otherwise provide funds to or on behalf of the
Partnership.
2.4. Withdrawal of Capital. No Partner shall be entitled to
withdraw any part of such Partner's contribution to the Partnership capital or
to receive any distribution from the Partnership except as provided in this
Agreement. No Partner shall be entitled to demand or receive from the
Partnership either interest on contributions to Partnership capital or property
in kind, as a partition of Partnership property or otherwise.
2.5. Ownership Percentages. Each Partner's beneficial ownership
interest in the Partnership ("Partnership Interest") is in the following
respective percentage ("Ownership Percentage"):
General Partner 1%
Limited Partner 99%
ARTICLE III
ACCOUNTING AND TAX MATTERS
3.1. Books. The books of account of the Partnership, for financial
and tax purposes, shall be kept on an accrual basis generally accepted for
Internal Revenue Service reporting purposes, as appropriate to the Partnership's
business.
3.2. Tax Matters.
3.2.1. Tax Returns. The General Partner shall prepare and
file all income tax returns of the Partnership and shall furnish copies thereof
to the Limited Partner.
3.2.2. Tax Matters Partner. The General Partner shall be the
"tax matters partner" of the Partnership, within the meaning of Section
6231(a)(7) of the Code and any regulations
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issued thereunder, unless the Code or the regulations issued thereunder requires
another person to be the tax matters partner. The expenses, if any, that the
General Partner incurs in fulfilling its obligations pursuant to this Section
3.2.2 shall be expenses of the Partnership.
ARTICLE IV
DISTRIBUTION OF PARTNERSHIP FUNDS; ALLOCATIONS
4.1. Distributable Funds. The term "Distributable Funds" of the
Partnership shall mean the excess from time to time of (A) the total of (i) cash
held by the Partnership, including without limitation, cash proceeds derived
from operations ("Operating Revenues"), plus (ii) net proceeds received from any
sale or refinancing of all or a portion of property, proceeds of casualty
insurance and condemnation awards not currently required for rebuilding,
restoration, repair or operation ("Sale Proceeds"), less (B) the working capital
requirements of the Partnership (as determined by the General Partner) and such
reserves as may be established by the General Partner from time to time.
4.2. Distributions. The General Partner shall, not later than 60
days following the end of each quarter of each Fiscal Year, determine the
availability of Distributable Funds, which shall be distributed to Partners as
follows: (i) in the event that (a) the ratio of the Partners' capital account
balances is not equal to (b) the ratio of the Partners' Ownership Percentages,
Distributable Funds shall be distributed so as to equalize, to the extent
possible, (a) the ratio of the Partners' capital account balances and (b) the
ratio of the Partners' Ownership Percentages, and (ii) in the event that (a) the
ratio of the Partners' capital account balances is equal to (b) the ratio of the
Partners' Ownership Percentages, Distributable Funds shall be distributed in the
ratio of the Partners' respective Ownership Percentages. Except as otherwise
required by law, no Partner shall be required to restore to the Partnership any
funds distributed to it pursuant to the provisions of this Agreement.
4.3. Allocations.
4.3.1. In General. All income, gains, losses, deductions and
credits (excluding gains or losses from the sale or disposition of Partnership
properties) of the Partnership shall be allocated to Partners in accordance with
their respective Ownership Percentages.
4.3.2. Gains on Sales. Net gains from the sale or other
disposition of any of the Partnership assets or properties, including without
limitation such gains on a sale or other disposition resulting in or followed by
a winding up of the Partnership's affairs and a final distribution in accordance
with Section 8.2, shall be allocated to the Partners in accordance with their
respective ownership Percentages provided, however, that net gain from the sale
of Assets contributed to the Partnership by a Partner shall be allocated (for
tax purposes only) 100% to such contributing Partner to the extent of the excess
of the agreed value of the contributed Assets on the date of its contribution,
less the contributing Partner's adjusted tax basis in such Assets on the date of
its contribution, and any remaining net gain shall be allocated to the Partners
in accordance with their Ownership Percentages.
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4.3.3. Losses on Sales. Net losses from the sale or other
disposition of any of the Partnership assets or properties, including without
limitation such losses on a sale or other disposition resulting in or followed
by a winding up of the Partnership's affairs and a final distribution in
accordance with Section 8.2, shall be allocated to the Partners in accordance
with their respective Ownership Percentages; provided, however, that net loss
from the sale of the Assets contributed to the Partnership by a Partner shall be
allocated (for tax purposes only) 100% to such contributing Partner to the
extent of the excess of the contributing Partner's adjusted tax basis in such
Assets on the date of its contribution, less the value of the contributed Assets
on the date of its contribution to the Partnership, and any remaining net loss
shall be allocated to the Partners in accordance with their ownership
Percentages.
4.3.4. Determination of Profits and Losses. For purposes of
this Section 4.3, the income, gains, losses, deductions and credits of the
Partnership shall be determined for each Fiscal Year in accordance with the
accounting methods followed by the Partnership for federal income tax purposes
and the allocations contemplated hereby shall be determined as a percentage (of
each item of Partnership income, gain, loss, deduction or credit, as the case
may be) obtained by dividing (i) the number of days of such Fiscal Year into
(ii) the product obtained by multiplying a Partner's Ownership Percentage by the
number of days in such Fiscal Year on which such Partner held such Ownership
Percentage.
ARTICLE V
RIGHTS, POWERS, AND DUTIES OF THE PARTNERS
5.1. Management of Partnership Business. The General Partner shall
have the sole right to manage the business and affairs of the Partnership, and
shall have and enjoy all of the rights and powers of a general partner of a
partnership with limited partners except as otherwise provided by the Act or
this Agreement.
5.2. Powers of the General Partner.
5.2.1. General Powers. Without limiting the provisions of
Section 5.1, and subject only to the qualifications of Section 5.3, the General
Partner is empowered to act for and bind the Partnership with respect to all
matters and shall have full power and authority to exercise all powers that may
be lawfully exercised by the general partner of a limited partnership formed
under the Act, and third persons dealing with the Partnership shall be fully
protected in relying on any action taken or instrument executed on behalf of the
Partnership by the General Partner.
5.3. Limitations on Powers of the General Partner. Notwithstanding
the provisions of Sections 5.1 and 5.2, without the prior consent of the Limited
Partner, the General Partner shall not take any action that it may not lawfully
take without such consent.
5.4. Limited Partners. The Limited Partner shall not participate in
or have any control over the management of the business of the Partnership or
transact any business for the Partnership. The Limited Partner shall not have
any power to sign for or bind the Partnership.
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The Limited Partner shall not have any right to withdraw from or cause the
dissolution of the Partnership or to cause the partition of its properties.
5.5. Books and Records. The General Partner shall maintain complete
and accurate books of the Partnership at the Partnership Office, showing the
names, addresses and Partnership Interests and capital accounts of all Partners,
and all receipts, expenditures, assets, liabilities, profits and losses of the
Partnership and all other records necessary for the recording of the business
and affairs of the Partnership, as well as all records required by the Act. Each
Partner and his duly authorized representative shall at all reasonable times
during regular business hours, have access to and may inspect and examine the
Partnership's books or records.
5.6. Reports Within 90 days after the end of each year, the General
Partner shall prepare, or cause to be prepared, a report which shall include tax
reporting information required by the Partners for preparation of their
respective income tax returns.
All decisions as to accounting matters, except as specifically provided
herein, shall be made by the General Partner and shall be in accordance with
accepted accounting practices, as such are applicable to the method of
accounting adopted by the Partnership.
5.7. Income Tax Elections. The General Partner, subject only to
Article III, shall have the right to make any applicable elections under the
Code which, in the judgment of the General Partner, are in the best interests of
the Partnership.
5.8. Capital and Income Accounts.
5.8.1. General Rules. The General Partner shall maintain a
capital account and an income account for each Partner. Except as otherwise
provided herein, each Partner's capital account shall be maintained in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). There shall be
credited to the capital account of each Partner the amount of cash and the
agreed value of any Assets contributed to the deductions and credits shall be
allocated to the income accounts of the Partners as provided in Section 4.3. At
the end of each Year, and following any sale of the Partnership's assets, in
connection with the liquidation of the Partnership pursuant to Article XIII, the
income accounts of all of the Partners shall be closed out to their respective
capital account. The capital account of a Partner shall be charged with the
amount of any cash distributed and the fair market value of any Assets
distributed to such Partner. Any optional loans or advances made by a Partner to
the Partnership shall not be credited to the lending Partner's income or capital
account. Distributions (whether constituting principal or interest) to a lending
Partner in repayment of any such optional loans or advances shall not be charged
to the lending Partner's income or capital account. In connection with each
assignment of any interest in the Partnership (other than an assignment intended
only to secure payment of indebtedness or other obligation), the capital and
income accounts allocable to such interest in the Partnership shall be
transferred from the assignor to the assignee.
5.8.2. Hypothetical Sale. Upon liquidation of the
Partnership or any Partner's interest in the Partnership, any unsold Partnership
assets shall be valued to determine the gain or loss that would result if such
assets were sold at their fair market value, as determined in good faith by the
General Partner, at the time of such liquidation. The capital accounts of the
Partners
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shall be adjusted to reflect the manner in which any such gain or loss would
have been allocated if such assets had been sold at such value.
5.9. Right to Compete. Neither the General Partner nor any of its
officers, agents or employees shall be obligated to devote its or their full
time and attention to the Partnership and its affairs, but only such time as may
reasonably be necessary for the conduct of the Partnership's business. Nothing
contained in this Agreement shall preclude the General Partner, its officers,
agents or employees from engaging in any business, or making any other
investment, even though such business, or other investment may be in competition
with the business of the Partnership. Any such activity may be undertaken with
or without notice to or participation therein by the other Partner and neither
any Partner nor the Partnership shall have any right or claim with respect to
any such activity or the income or profits therefrom.
5.10. Limitation on Responsibility of General Partner. The General
Partner's obligations to perform the functions enumerated herein and such other
obligations as may arise by operation of law or otherwise shall be performable
only to the extent that the Partnership from time to time has funds available
therefor, and neither the General Partner nor its Affiliates shall ever be
personally liable to furnish involuntarily its or their own funds for any such
purposes, to respond in damages, or to render specific performance. The Limited
Partner hereby further agrees to look solely to the Partnership Interest of the
General Partner for recovery of any judgment against the General Partner. In the
exercise of any of its responsibilities or authority under this Agreement or
otherwise, the General Partner shall be obligated to act in good faith; and so
long as it acts in good faith, it shall have no liability or obligation to the
Partnership or to any Partner for any decision, act or omission, whether or not
such decision, act or omission shall have been authorized or reasonably prudent,
and whether or not such decision, act or omission shall have been the result of
the exercise of good or bad business judgment.
ARTICLE VI
ASSIGNMENT OR TRANSFER OF INTEREST BY PARTNERS
6.1. Conditions of Transfer. Partnership Interests are
transferable, provided, however, that no Partnership Interest, or any portion
thereof, may be transferred without the consent of the other Partner.
6.2. Partner Representations. Each of the Partners, by execution of
this Agreement, and each assignee or transferee of a Partner by acceptance of
the rights and interests of his assignor or transferor in the Partnership,
represents and warrants to and covenants and agrees with the Partnership and the
other Partner that such Partner's interest has been acquired under this
Agreement for such Partner's own account, for investment, and not with a view to
or for sale in connection with any distribution thereof or with any present
intention of distributing or selling such interest. The Limited Partner hereby
further represents and warrants to the Partnership and the General Partner as
follows:
(i) The Limited Partner has such
knowledge and experience in financial and business
matters, including investing in or dealing with real
estate ventures similar to that of the Partnership,
that it is capable of
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evaluating the merits and risks of an investment in
the Partnership. The Limited Partner is able to bear
the economic risk of an investment in the
Partnership, including the risk of holding
indefinitely any Partnership Interest acquired
hereunder.
(ii) The Limited Partner has been
afforded full access to representatives of the
General Partner for purposes of such inquiry as such
Limited Partner deems appropriate, and all
information requested by the Limited Partner
concerning the Partnership has been supplied.
(iii) The Limited Partner recognizes that
the Partnership is engaged in an enterprise of high
and inherent risks.
6.3. Indemnification. Each Partner agrees to indemnify and hold
harmless the Partnership and the other Partner, their respective agents and
representatives and the Affiliates of each of the foregoing, from and against
any and all loss, claims, damage or liability directly or indirectly related to,
arising from or incurred in connection with any breach of the covenants,
representations and warranties of this Article VI (including any
misrepresentation or omission related thereto) by such Partner.
6.4. Substituted Limited Partner. An assignee or transferee (other
than an existing Partner) of the interest of the Limited Partner may be admitted
as a Substituted Limited Partner only with the consent of the General Partner
and shall be admitted as of the date of such consent. The granting or denying of
such consent shall be in the absolute discretion of the General Partner. Unless
the assignee is the General Partner, any assignee of a Partnership Interest to
whose admission such consent is given (a "Substituted Limited Partner") shall
become and shall have only the rights and duties of a limited partner of the
Partnership, and the assigned Partnership interest shall thereafter be a Limited
Partnership Interest. Any transferee of the interest of the Limited Partner
shall be entitled only to receive distributions hereunder until such transferee
has been admitted as a limited partner of the Partnership.
6.5. Effect of Change in Partners. Subject to all of the provisions
of this Agreement, and to the extent permitted under applicable law, the
dissolution, liquidation, bankruptcy or substitution of the Limited Partner
shall not interrupt the continuity of or cause the termination or dissolution of
the Partnership.
6.6. Reconstitution. Upon dissolution of the Partnership, the
Partnership may be reconstituted and its business continued without being wound
up if there remains at least one general partner. The business of the
Partnership may be carried on by any such remaining general partner.
ARTICLE VII
REIMBURSEMENT OF CERTAIN COSTS
7.1. Reimbursement of Certain Costs. The General Partner shall be
reimbursed promptly by the Partnership for all actual, reasonable, and necessary
expenditures made from
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time to time on behalf of the Partnership in connection with the affairs of the
Partnership, or the performance of the duties of the General Partner hereunder.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
8.1. Events of Dissolution. The Partnership shall be dissolved upon
the occurrence of any of the following events:
(i) the agreement of all Partners; or
(ii) December 31, 2099.
8.2. Winding Up and Distribution of Assets.
8.2.1. Winding Up. Upon dissolution of the Partnership, the
General Partner shall proceed to wind up the affairs of the Partnership,
liquidate the property and assets of the Partnership that it determines shall be
sold and terminate the Partnership.
8.2.2. Application of Proceeds. The proceeds of such
liquidation and any unsold assets shall be applied in the following order of
priority:
(i) first, to the expenses of such liquidation;
(ii) second, to the debts and liabilities of the
Partnership to third parties, if any, in the order of
priority provided by law;
(iii) third, to a reasonable reserve to be set up
to provide for any contingent or unforeseen
liabilities or obligations of the Partnership to
third parties (to be held and disbursed, at the
reasonable discretion of the General Partner, by an
escrow agent selected by it) and at the expiration of
such period as the General Partner may reasonably
deem advisable, the balance shall be distributed as
provided herein;
(iv) fourth, to all loans that any Partner may
have made and any other debts or liquidated
obligations of the Partnership to the Partners;
(v) fifth, to the Partners until they shall have
received back the amounts shown in, and in the
proportions of, their capital accounts; and
(vi) sixth, the assets of the Partnership, if
any, shall be distributed to the Partners (or their
successors and assigns) in accordance with their
respective Ownership Interests.
8.2.3. Restoration of Negative Capital Account. If, upon the
liquidation of the Partnership or the liquidation of a Partner's interest in the
Partnership, a Partner shall have a negative balance in his capital account,
after giving effect to all adjustments to the capital
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account of such Partner pursuant to Article IV and Section 5.8, then
notwithstanding anything herein, such Partner shall contribute to the
Partnership cash in the amount of such deficit balance. Contributions made under
this Section shall be made by the end of the taxable year of the Partnership in
which the liquidation of the Partnership or the liquidation of such Partner's
interest in the Partnership occurs (or, if later, within ninety days after the
date of such liquidation); and shall be used first to satisfy any amounts then
owing by the Partnership to its creditors to the extent that such creditors have
recourse to the assets of the Partners; any remaining amount shall be
distributed to the Partners having positive balances in their capital accounts
in proportion to such positive balances. Notwithstanding anything herein, a
Partner required to make a contribution pursuant to this Section 8.2.3 shall be
personally liable to make such contribution. For purposes of this Section 8.2.3,
the term "liquidation" shall have the meaning given it in the first two
sentences of Treasury Regulation Section 1.704-1 (b)(2)(ii)(g).
ARTICLE IX
MISCELLANEOUS
9.1. Certificate Requirements. The General Partner hereby agrees
that it shall execute and file promptly the certificate required by the Act for
the formation of the Partnership contemplated by this Agreement. The General
Partner will execute and file, from time to time, in said office all such
documents to amend said certificate as are required by the Act for the carrying
out of the terms and provisions of this Agreement; and upon winding up of the
Partnership, the General Partner shall execute and file in said office the
documents required by the Act to cancel said certificate as theretofore amended.
9.2. Notices. All notices, requests, statements, offers,
acceptances, requests for consents or other writings required or permitted to be
given or furnished hereunder to any Partner ("Notices") shall be in writing and
delivered to such Partner or deposited in the United States mail in a sealed
envelope, registered or certified mail, with postage prepaid, or sent by
facsimile, telex or telegram (and confirmed by registered or certified mail the
same date), addressed to such Partner as follows:
(i) If to the General Partner, to:
GVGP, INC.
2801 Post Oak Boulevard, Suite 600
Houston, TX 77056
Attention: Corporate Secretary
(ii) If to the Limited Partner, to:
GEISMAR HOLDINGS, INC.
103 Foulk Road, Suite 200
Wilmington, DE 19803
Attention: Entity Services Group LLC
or at such other address as such Partner shall have previously designated by
Notice to the Partner giving such Notice. All Notices shall be deemed given when
delivered or, if mailed, on the second business day after the day of mailing,
and if sent by telex or telegram, the first business
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day after the day of dispatch. Any Partner may change its address for the
receipt of Notices at any time by giving notice thereof to the other Partner.
Notwithstanding the requirement as to the use of registered or certified mail,
any routine reports required by this Agreement to be submitted to Partners at
specified times may be sent by first class mail.
9.3. Entire Agreement. This Agreement supersedes all priory
agreements and understandings among the Partners with respect to the subject
matter hereof.
9.4. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of Delaware.
9.5. Modification, Termination and Waiver. This Agreement may be
modified, terminated or waived only by a writing signed by the party to be
charged with such modification, termination or waiver.
9.6. Successors and Assigns. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns.
However, no assignment of any interest in this Agreement may be made otherwise
than in accordance with the provisions of this Agreement.
9.7. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original of this Agreement but all of
which, taken together, shall constitute one and the same Agreement.
9.8. Severability. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
9.9. Further Assurances. Each Partner shall execute such deeds,
assignments, endorsements, evidences of transfer and other instruments and
documents and shall give such further assurances as shall be necessary to
perform its obligations hereunder.
9.10. Limitation on Rights of Others. No person other than a Partner
shall have any legal or equitable right, remedy or claim under or in respect of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
GENERAL PARTNER:
GVGP, INC.
By: /s/ A. Chao
-----------------------
Albert Chao, President
LIMITED PARTNER:
GEISMAR HOLDINGS, INC.
By: /s/ Harold F. Kalbach Jr.
-------------------------------
Harold F. Kalbach Jr.
VP & Asst. Secretary
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