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EXHIBIT 3.25
LIMITED PARTNERSHIP AGREEMENT
OF
POOL COMPANY TEXAS LTD.
THIS INSTRUMENT, executed as of the 12th day of December, 1996,
evidences the agreement under the terms of which the parties hereto agree to the
creation of Pool Company Texas Ltd., a Texas limited partnership (the
"Partnership") and the terms and conditions under which the Partnership shall be
formed and governed.
Recitals
This Limited Partnership Agreement (the "Agreement") is by and between
Pool Company, a Texas corporation (the "General Partner"), as the general
partner of the Partnership, and PTX, Inc., a Texas corporation (the "Limited
Partner").
The General Partner and the Limited Partner (collectively, the
"Partners") desire to form a Texas limited partnership pursuant to the Texas
Revised Limited Partnership Act (the "Act"), pursuant to and in accordance with
the terms and provisions of this Agreement.
Agreement
I. FORMATION; PURPOSE; TERM; DEFINITIONS
1.1 Formation.
The General Partner and the Limited Partner hereby agree to the
formation of the Partnership pursuant to the Act as of the Effective Date. The
rights and liabilities of the Partners shall, except as may be hereinafter
expressly stated to the contrary, be as provided for in the Act.
1.2 Name.
The business of the Partnership shall be conducted under the name "Pool
Company Texas Ltd." and/or under such other or additional names as the General
Partner may deem necessary or desirable from time to time.
1.3 Purpose.
The purpose of the Partnership shall be to conduct oil and gas well
servicing, workover and drilling and related activities, as well as such other
activities as may be agreed between the Partners from time to time.
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1.4 Registered Office and Registered Agent.
The registered office of the Partnership shall be at the registered
office of the General Partner in the State of Texas, and the registered agent at
such address shall be such person as the General Partner shall designate.
Additional offices or places of business may be established at such other
locations as from time to time may be determined by the General Partner.
1.5 Term.
The Partnership shall commence on the Effective Date. The Partnership
shall be dissolved on January 1, 2050, unless sooner dissolved in accordance
with the provisions of this Agreement.
1.6 Definitions.
The following terms shall have the meanings indicated:
"Act" means Article 6132a-1 of the Texas Revised Civil Statutes, as
amended.
"Agreement" means this Limited Partnership Agreement.
"Code" means the Internal Revenue Code of 1986, as amended, and
Regulations promulgated thereunder.
"Effective Date" means the date when a certificate of limited
partnership is filed with the Secretary of State of the State of Texas in
accordance with the Act.
"General Partner" means Pool Company or its successor as general
partner of the Partnership.
"Limited Partner" means PTX, Inc., or its successor, as limited partner
of the Partnership.
"Liquidating Trustee" means the person who is designated pursuant to
Section 10.2 hereof to wind up the affairs of the Partnership upon its
dissolution.
"Partners" means the General Partner and the Limited Partner.
"Partnership" means the limited partnership created by this Agreement.
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"Partnership Interest" as to any Partner means all of the interests of
that Partner in the Partnership, including its (i) right to a distributive share
of the profits and losses of the partnership, and (ii) right to a distributive
share of the assets of the Partnership. A Partner's distributive share of the
profits and losses (and each class or item of Partnership income, gain, loss,
deduction or credit) is expressed as a percentage, and these percentages may be
adjusted for any transfers of Partnership Interests.
"Percentage Interest" means the respective interest of each Partner in
the Partnership, which interest is initially one percent (1%) for the General
Partner and ninety-nine (99%) for the Limited Partner.
"Person" or "person" means any individual, corporation, partnership,
trust, or other entity.
"Section 754 Election" means any election under Section 754 of the Code
(or corresponding provisions of future law) relating to the adjustment for tax
purposes of the basis of the assets of the Partnership.
II. GENERAL PARTNER
2.1 Duties and Authorities of General Partner.
Subject to any specific limitations contained in this Agreement or
imposed by applicable law, the General Partner shall have the responsibility and
authority to take all actions necessary or desirable to accomplish the purposes
of the Partnership and shall have exclusive control over the management of the
Partnership, including, without limitation, the authority to:
(a) negotiate, execute, modify, alter and amend all contracts and
agreements relating to the business of the Partnership;
(b) arrange financing for and do all things necessary or advisable in
connection with the business of the Partnership;
(c) borrow money on behalf of the Partnership and pledge as security
therefor any property of the Partnership;
(d) sell, lease, or otherwise dispose of any assets of the Partnership
for any Partnership purpose;
(e) hire, transfer, supervise, and discharge employees of the
Partnership (which may be employees of a General
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Partner or any Affiliate) and establish the compensation and benefits of
such employees;
(f) enter into any collective bargaining agreements and settle labor
disputes;
(g) collect debts and pay obligations;
(h) establish and maintain books of account and records and financial
and accounting controls;
(i) open bank accounts for the funds of the Partnership;
(j) prepare and submit reports to governmental agencies;
(k) compromise claims and institute or defend lawsuits;
(l) carry out financial agreements;
(m) make income and expense forecasts and business forecasts and
studies;
(n) prepare and submit financial and business reports;
(o) act as tax matters partner of the Partnership pursuant to Section
6231 of the Code and request rulings from the Internal Revenue Service with
respect to Partnership tax matters; and
(p) take all acts, do all things, and execute with binding effect on
the Partnership all instruments necessary or desirable in the opinion of the
General Partner to conduct, promote, and further the business and purpose of
the Partnership.
2.2 Reliance.
Persons dealing with the Partnership shall be entitled to rely
conclusively on the authority and power of the General Partner as set forth in
this Agreement. In no event shall any person dealing with the General Partner or
the General Partner's representative with respect to any business or property of
the Partnership be obligated to ascertain that the provisions of this Agreement
have been complied with or be obligated to inquire into the necessity or
expedience of any act or action of the General Partner of the General Partner's
representative. Every contract, agreement, deed, mortgage, security agreement,
promissory note, or other instrument or document executed by the General Partner
or the General Partner's representative with respect to any business or property
of the Partnership shall be conclusive evidence in favor of any and every person
relying on or claiming thereunder that (i) at the time of the execution and/or
delivery thereof, this Agreement was in full force and
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effect, (ii) such instrument or document was duly executed in accordance with
the terms and provisions of this Agreement and is binding upon the Partnership
and all of the Partners, and (iii) the General Partner or the General Partner's
representative was duly authorized and empowered to execute and deliver any and
every instrument or document for and on behalf of the Partnership.
2.3 Resignation and Removal; Substitute General Partner.
The General Partner may resign, with or without cause, by giving not
less than 90 days' advance written notice of resignation to the Limited Partner.
The General Partner may be removed by the Limited Partner in the event that the
General Partner shall consistently fail to perform its management duties under
the terms of this Agreement or shall, in the conduct of the management of the
business of the Partnership, take any action in bad faith or which, is known or,
in the exercise of reasonable care, should be known by the General Partner to be
contrary to the best interests of the Partnership, or commit gross negligence in
the exercise of its duties under the terms of this Agreement. In addition, the
General Partner shall cease to be the General Partner upon the occurrence of any
of the events of withdrawal specified in Section 4.02 of the Act. A substitute
General Partner may be designated by the Limited Partner.
III. FEES, COSTS AND EXPENSES
3.1 Management Fees.
For services of the General Partner in managing the Partnership
business, the Partnership shall pay to the General Partner management fees as
follows:
(a) $500.00 with respect to each calendar month; or
(b) such other amounts as may be agreed between the Partners.
Such fees shall be prorated for any partial calendar month and shall be payable
in arrears at such times as the General Partner may determine.
3.2 Costs and Expenses.
All costs incurred in the conduct of the Partnership's business shall
be incurred and paid by the Partnership. The General Partner shall be entitled
to be reimbursed for any and all direct costs and expenses incurred by it on
behalf of the Partnership, including costs incurred in
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connection with the organization of the Partnership and in the management and
operation of the Partnership and its business.
IV. LIMITED PARTNER
4.1 No Participation.
The Limited Partner shall not participate in the control of the
business of the Partnership (within the meaning of the Act) or transact any
business for the Partnership other than as specified in this Agreement, nor
shall the Limited Partner have power to sign for or bind the Partnership. The
Limited Partner shall not be personally liable for any of the debts or losses of
the Partnership or for the losses of the General Partner, except as otherwise
required by the Act.
V. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
5.1 General Partner.
Simultaneously with the contribution provided for in Section 5.2, the
General Partner will contribute to the Partnership cash in an amount equal to
1.01% of the contribution by the Limited Partner provided for in Section 5.2. In
the event the amount of the contribution by the Limited Partner cannot be
immediately determined, the amount thereof shall be estimated and the amount
contributed by the General Partner shall be based on such estimate and
subsequently, when the actual amount required to comply with the foregoing is
determined, an appropriate supplemental amount shall be contributed or an
appropriate amount refunded. The initial balance of the capital account of the
General Partner shall be an amount equal to such contribution by the General
Partner and adjusted appropriately in accordance with the foregoing.
5.2 Limited Partner.
On or before December 31, 1996, the Limited Partner will contribute to
the Partnership all assets of the Limited Partner and the Partnership will
assume all of the liabilities and other obligations of the Limited Partner,
excluding, however, the assets, liabilities and obligations, if any, specified
on Exhibit "A" attached hereto, which excluded assets, liabilities and
obligations shall be retained by the Limited Partner. The initial balance of the
capital account of the Limited Partner shall be an amount equal to the net
assets so contributed.
5.3 No Obligation to Make Further Contributions.
Neither the General Partner nor the Limited Partner shall have any
obligation to make any further contributions to the
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Partnership other than as may be specifically required pursuant to the terms of
the Act or any other legal requirement. No Partner shall have the right to
demand the return of all or any part of its capital contributions.
5.4 Negative Capital Accounts.
No Partner other than the General Partner shall be obligated to restore
any negative balance in its capital account during winding up or otherwise. At
such time during winding up as all assets of the Partnership have been sold or
distributed, all liabilities and expenses have been paid, all income, gains,
losses, and deductions have been allocated in accordance with Article VI, all
cash has been distributed, and all adjustments to the capital accounts have been
made, if the General Partner then has a negative balance in its capital account,
it shall contribute to the Partnership an amount of cash equal to the amount
necessary to increase the balance in such capital account to zero.
5.5 Return of Contributions.
There is no time agreed upon when the contributions to the Partnership
are to be returned, and there is no guarantee that all or any such contributions
of the Partners will ever be returned to them. The Partners hereby waive
compliance with all provisions of the Act granting a right to a return of their
contributions other than as provided in this Agreement.
5.6 Loans.
The Limited Partner and the General Partner may, but are not obligated
to, extend loans to the Partnership at the request of the General Partner upon
such terms and conditions as may be agreed to between the lending, Partner and
the Partnership. The General Partner shall have the full and exclusive authority
in determining whether borrowed funds are required for the continued operation
of the Partnership and negotiating the terms and conditions of any loans
obtained by the Partnership from the General Partner of the Limited Partner.
Nothing contained in this Section shall imply that any Partner has any liability
or obligation whatsoever to loan any funds to the Partnership at any time.
VI. PROFITS AND LOSSES
6.1 Allocations in General.
Subject to the provisions of the Code pertaining to allocations, all
items of Partnership losses, deductions, income and gain for each taxable year
of the Partnership shall be allocated among the Partners in the ratios of the
Partners'
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respective Percentage Interests; provided, however, that losses shall be
allocated among the Partners who have positive balances in their capital
accounts, in proportion to those balances and to the extent of such balances,
and any additional losses in any year shall be allocated among, the Partners who
have positive balances in their capital accounts, in proportion to those
balances and to the extent of such balances, and any additional losses in any
year shall be allocated to the General Partner.
6.2 Transferor-Transferee Allocations.
If a Partnership Interest is transferred during any year, the income,
gains losses, and deductions allocable in respect of that Partnership Interest
shall be prorated between the transferor and the transferee on the basis of the
number of days in the year that each was the holder of that interest without
regard to the results of the Partnership operations (or cash distributions made)
during the period before and after the transfer unless the transferor and
transferee agree to an allocation based on the results as of the record date of
transfer and agree to reimburse the Partnership for the cost of making and
reporting their agreed allocation. Notwithstanding the foregoing, no allocation
shall be made which is not allowed by Section 706(d) of the Code.
6.3 Section 751 Assets.
In the event of any transfer or redemption of a Partnership Interest,
the General Partner shall provide the parties with the amount of Partnership
assets described in Section 751 of the Code as of the date of such transfer or
redemption. Each of the parties to any such transfer or redemption agrees to
report such transaction on its own federal income tax returns consistent with
such information supplied by the General Partner.
6.5 Compliance with Code.
The foregoing provisions and the other provisions of this Agreement are
intended to comply with the Code, including but not limited to Sections 701
through 709 thereof, and shall be interpreted and applied in a manner consistent
therewith. If the General Partner determines that it is prudent to modify the
manner in which the capital accounts are computed or maintained or the
allocations are made in order to comply with the Code. The General Partner may
make such modification.
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VII. CASH DISTRIBUTIONS
7.1 Distributable Cash.
Subject to the remaining portion of this Section 7.1 and the other
provisions of this Agreement, all or part of Distributable Cash may be
distributed at the sole discretion of the General Partner among the Partners
according to their Percentage Interests. "Distributable Cash" means, at the
time of determination, all Partnership cash derived from the conduct of the
Partnership's business, other than (i) capital contributions of the Partners,
(ii) financing proceeds, (iii) reserves for working capital, and (iv) other
amounts that the General Partner reasonably determines to be necessary for the
proper operation of the Partnership's business.
With regard to Distributable Cash, the General Partner shall make a
determination in accordance with its duty of care and loyalty to the Partnership
as to the need for the funds in the operation of the Partnership business,
considering both current needs for operating capital, prudent reserves for
future operating, capital, current investment opportunities, and prudent
reserves for future investment opportunities, all in keeping with the
Partnership purposes. It is the duty of the General Partner, in determining the
amount of Distributable Cash available for the payment necessary in the
operation of its business until the income from further operations is available,
the amount of its debts, the necessity or advisability of paying its debts, or
at least reducing them within the limits of the Partnership's credit, the
preservation of the Partnership's assets, and the character of its surplus
assets. Any contributed property or borrowed funds by the Partnership shall be
considered as needed for Partnership investment purposes, and any cash produced
from the sale of property, including the portion of the sale proceeds
representing capital appreciation, shall be considered as needed reserves for
Partnership investment purposes. All or part of Distributable Cash may, to the
extent deemed unnecessary for Partnership purposes by the General Partner under
the foregoing standard, be distributed in accordance with this Agreement.
7.2 Distributions of Distributable Cash.
(a) All distributions made prior to winding up shall be made to the
Partners in the ratios of their respective Percentage Interests.
(b) Distributions during winding up shall be made as set forth in
Section 10.2.
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VIII. PARTNERS' RESPONSIBILITIES AMONG THEMSELVES
8.1 Liability of General Partner to Limited Partner.
The General Partner, its officers, directors, shareholders,
representatives, employees and agents shall not be liable to the Partnership or
to any other Partner for losses sustained or liabilities incurred as a result of
any error in judgment or mistake of law or fact (including, without limitations,
simple negligence) or for any act done or omitted to be done in good faith in
conducting the Partnership business, unless such error, mistake, act, or
omission was performed or omitted fraudulently or in bad faith or constituted
gross negligence.
8.2 Partnership Indemnity to General Partner.
The Partnership shall protect, defend, indemnify and hold harmless the
General Partner and each officer, director, representative, shareholder,
employee and agent of the General Partner from and against any loss, expense,
damage, or injury suffered or sustained by it by reason of any acts, omissions,
or alleged acts or omissions (even if such acts or omissions constitute simple
negligence) arising out of the activities of the General Partner or such persons
on behalf of the Partnership or in furtherance of the interests of the
Partnership, including, but not limited to, any judgment, award, settlement,
attorney's fees, and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding, or claim, if the acts,
omissions, or alleged acts or omissions upon which such actual or threatened
action, proceeding, or claim is based were not performed or omitted fraudulently
or in bad faith or as a result of the gross negligence of such indemnified
party.
8.3 Partners Look Solely to Partnership Assets.
Each Partner shall look solely to the assets of the Partnership for all
distributions with respect to the Partnership, and notwithstanding the
provisions of the Act, the Limited Partner shall not have any recourse in
connection therewith (upon dissolution or otherwise) against the General Partner
(except as provided in Sections 5.3 and 8.1 of this Agreement) or against the
Liquidating Trustee.
IX. BOOKS AND RECORDS
9.1 Method of Accounting.
The Partnership shall keep its books in accordance with the following:
(a) the General Partner may, at its option, make the Section 754
Election, and the General Partner shall have the
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right to make all other elections required or permitted to be made by the
Partnership for federal income tax purposes.
(b) the classification, realization, and recognition of income,
deductions, and other items shall be on the accrual method of accounting for
federal income tax and financial reporting purposes, as the General Partner
may determine, and
(c) all items of income and deductions recognized during a fiscal year
shall be allocated as of the end of each fiscal year, based on the facts and
circumstances existing as of the end of that year and, for financial
reporting purposes only, interim reports may be based on the facts and
circumstances existing at the time of these reports subject to year-end
adjustments.
9.2 Fiscal Year.
The fiscal year for the Partnership shall be the calendar year. The
first fiscal year shall begin on the date upon which the Partnership commences
business and end on December 31 of the same calendar year. The last fiscal year
shall commence on the January 1 immediately preceding the date upon which the
Partnership terminates and end on the date of termination.
9.3 Maintenance and Inspection of Books.
The Partnership shall maintain a complete and accurate set of books,
records, and supporting documents. The books of account and all other financial
records of the Partnership shall be kept at the Partnership's principal place of
business and may be inspected at any reasonable time by the Limited Partner or
its representatives.
X. DISSOLUTION AND TERMINATION
10.1 Dissolution.
The Partnership shall be dissolved upon the occurrence of any of the
following:
(a) the bankruptcy, insolvency or dissolution of the General Partner or
the occurrence of any other event which would permit a trustee or receiver
to acquire control of the General Partner's affairs;
(b) the withdrawal from the Partnership of the General Partner or the
removal of the General Partner pursuant to Section 2.3;
(c) the determination to dissolve the Partnership by the Partners; or
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(d) the end of the Partnership term specified in Section 1.5.
The dissolution shall be effective on the day on which the event occurs
causing dissolution, but the Partnership shall not terminate until the assets
have been distributed in accordance with the provisions of this Agreement.
10.2 Winding Up.
(a) During winding up, the Liquidating Trustee (which shall be the
General Partner upon a dissolution described in Section 10.1(c) or (d) and
otherwise shall be a person selected by the Limited Partner or, if the Limited
Partner fails to select a Liquidating Trustee, by a court having jurisdiction
over the affairs of the Partnership) shall proceed diligently to wind up the
affairs of the Partnership and distribute its assets. The Liquidating Trustee
shall use reasonable efforts to convert the Partnership's assets into cash as
promptly as possible but in an orderly and businesslike manner so as not to
involve undue sacrifice. Notwithstanding any other provision of this Agreement,
on dissolution the Liquidating Trustee may sell any property of the Partnership
to one or more of the Partners or to any Affiliate provided that the purchase
price and terms offered by such purchaser are at least as favorable to the
Partnership as those offered by unaffiliated persons, or the Liquidating Trustee
may distribute any property in kind to any one or more of the Partners. No
Partner shall have any right to demand or receive property other than cash
during winding up.
(b) Partnership cash shall be applied or distributed during winding up
in the following order of priority, after first taking into account all
allocations of income, gains, losses and deductions pursuant to Article VI:
(i) first, in payment of all liabilities of the Partnership
to creditors other than Partners; provided, if any liability is
contingent or uncertain in amount, reserve equal to the maximum amount
for which the Partnership could be reasonably held liable shall be
established, and upon the satisfaction or other discharge of that
contingency, the amount of the reserve not required, if any, will be
treated as income to the extent previously treated as a deduction;
(ii) second, in payment of any loans to the Partnership by
the Partners;
(iii) third, to all Partners in proportion to the balances in
their respective capital accounts, to the extent of such capital
accounts; and
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(iv) fourth, any remaining cash shall be distributed among the
Partners in proportion to their respective Percentage Interests.
XI. TRANSFERS OF PARTNERSHIP INTERESTS
11.1 Substituted Limited Partner.
The Limited Partner hereby consents to the admission as a substituted
Limited Partner of any transferee complying with this Article XI. Upon
compliance with this Agreement, the General Partner shall cause the necessary
amendments to be filed as required by law.
11.2 Withholding of Distributions.
From the date of the receipt of any instrument relating to transfer of
a Partnership Interest or at any time the General Partner is in doubt as to the
person entitled to receive distributions in respect of such Partnership
Interest, the General Partner may withhold any such distributions until the
transfer is completed or abandoned or the dispute is resolved.
11.3 Liability of Transferor.
No transfer of a Partnership Interest shall affect the obligations, if
any, of the transferor to make contributions to the Partnership.
11.4 Restrictions on Transfers.
No Partnership Interest may be transferred by the Limited Partner other
than in compliance with the conditions and restrictions set forth in this
Section 11.4. A purported transfer of a Partnership Interest by the Limited
Partner shall be valid as to the Partnership and the General Partner, unless
otherwise agreed between the Partners, on the first day of the month following
the month in which the General Partner is reasonably satisfied that the
following conditions (any of which may be waived by the General Partner) have
been met:
(a) the General Partner has consented to the transfer in writing;
(b) the transferor and transferee have agreed to provide the
Partnership with the information in their possession required to permit the
Partnership to make the basis adjustments required by the section 754
Election;
(c) the transferee has delivered an instrument satisfactory to the
General Partner pursuant to which the transferee accepts and adopts the
terms and provisions of this
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Agreement, including the assumption of any obligations of the transferor to
the Partnership;
(d) the transferor has agreed to pay a reasonable fee to reimburse the
Partnership for the cost incurred in connection with the admission of the
transferee as a substituted Limited Partner, including, without limitation,
any costs incurred (or to be incurred) by the Partnership in connection with
the basis adjustments and additional accounting operations required as a
result of the Section 754 Election;
(e) the transferee has agreed to pay a reasonable fee to reimburse the
Partnership for any costs incurred in connection with the transfer (not paid
by the transferor); and
(f) the transfer is evidenced by an instrument in writing, signed by
the transferor and transferee stating among other things that the transferor
has the right to transfer, and the transferee has the right to acquire, the
transferor's Partnership Interest, and acknowledging that the transferee is
bound by the terms of this Agreement.
11.5 Transfer of General Partner's Interest.
The General Partner may not transfer all or any portion of its
Partnership Interest without the approval of the Limited Partner.
XII. MISCELLANEOUS
12.1 Tax Returns.
Each Partner hereby agrees to execute (with acknowledgment or
affidavit, if requested by the General Partner) promptly all such agreements,
certificates, tax returns, and other documents as may be required of the
Partnership or its Partners by the laws of the United States of America, the
State of Texas, or any political subdivision or agency thereof.
12.2 Notices.
All notices, offers, or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and shall be considered
as properly given or made three business days after being mailed by certified
mail, return receipt requested, from within the United States by first class
United States mail, postage prepaid, and addressed to the Partners at their
respective addresses set out on the signature
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page(s) hereof. Any Partner may change its address by giving a notice in writing
stating its new address to the other Partners.
12.3 Successors and Assigns.
This Agreement shall be binding upon and, except as otherwise expressly
provided herein, inure to the benefit of the Partners and their respective
successors and assigns, and the Partners covenant and agree that they and their
successors and assigns will execute any and all instruments, releases,
assignments, and consents that may be required of them in accordance with the
provisions of this Agreement.
12.4 Execution.
This Agreement may be executed in counterparts and separately executed
signature pages may be attached to the body of this instrument so that the
original instrument and all of its pages on which signatures appear shall
together constitute a single instrument.
12.5 Governing Law.
The Agreement and the rights of the Partners shall be governed by and
interpreted in accordance with the laws of the State of Texas.
12.6 Gender and Number.
Whenever the context requires, the gender of all words used herein
shall include the masculine, feminine, and neuter and the number of all words
shall include the singular and plural.
12.7 Power of Amendment.
(a) Amendments to this Agreement which are required or contemplated by
this Agreement, including, but not limited to, amendments necessary to
reflect the substitution of a Partner (including, without limitation, the
purchase of all or part of the Partnership interest of a Partner by another
Partner), or the addition of additional Partners in accordance with the
provisions of this Agreement, may be made by the General Partner. Notice of
any such amendments and a copy of any writing embodying them shall be
provided to the Limited Partner.
(b) Notwithstanding the foregoing, no amendment shall be made which
would change the Partnership to a general partnership or increase the
liabilities or obligations of the Limited Partner except upon the agreement
of the Partners.
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12.8 Paragraph and Subparagraph Titles.
The paragraph and subparagraph titles and headings used in this
Agreement are solely for convenience and neither modify nor limit the provisions
of this Agreement.
12.9 Partition.
The Partners hereby agree that no Partner shall have the right while
this Agreement remains in effect to have any Partnership asset partitioned, or
to file a complaint, or institute any proceeding at law or in equity to have any
Partnership asset partitioned, and each Partner hereby waives any such right. It
is the intention of the Partners that during the term of this Agreement, the
rights of the Partners as among themselves shall be governed by the terms of
this Agreement.
Executed as of the date first written above.
POOL COMPANY
Address: By: /s/ E.J. SPILLARD
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10375 Richmond Avenue E.J. Spillard,
Houston, Texas 77042 Senior Vice President, Finance
"General Partner"
PTX, INC.
Address: By: /s/ W.J. MYERS
-----------------------------------------
10375 Richmond Avenue W.J. Myers,
Houston, Texas 77042 Group Vice President -- U.S.
Operations
"Limited Partner"
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EXHIBIT "A"
ASSETS, LIABILITIES AND OBLIGATIONS TO BE RETAINED
BY PTX, INC.
All assets (tangible and intangible), liabilities and obligations relating to
freight forwarding operations conducted on behalf of Associated Petroleum
Services, Inc. shall be retained by PTX, Inc. These shall include, but not be
limited to, the following:
Assets: As of 11/30/96
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Cash -- NationsBank #2330000612 $ (17,670)
Accounts Receivable -- Employees 200
Accrued Charges -- APS 173
Property, Plant & Equipment -- Machinery & Equip 110,409
Accumulated Depreciation -- Machinery & Equip (24,007)
Deferred Income Tax -- US (23,700)
Cargo Agent Authority --
Liabilities:
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A/P -- Trade $ 1,157
Air Freight Payable -- CNS 5,187
Cost Accrual -- Air Freight 38,033
A/P -- Intercompany -- Pool Corp. Div 1,899,783
A/P -- Intercompany -- Pool Int'l Div 624
A/P -- Intercompany -- APS -- Int'l (2,795,827)
A/P -- Intercompany -- Pool (Houston) 803,662
Accrued Employers FICA Tax 1,137
Accrued State Use Tax -- Texas 30
Accrued City Use Tax -- Texas 10
Accrued Medical 1,251
Accrued Salaries & Wages 14,826
Other Accrued Expenses 7,212
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AMENDMENT NO. 1
TO
LIMITED PARTNERSHIP AGREEMENT
AND TO ASSIGNMENT OF ASSETS AND ASSUMPTION OF LIABILITIES
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POOL COMPANY TEXAS LTD.
THIS AGREEMENT is executed as of the 6th day of
March, 1997 by and between Pool Company ("Pool"), a Texas
corporation, PTX, Inc. ("PTX"), a Texas corporation, and PCNV,
Inc. ("PCNV"), a Nevada corporation.
WHEREAS, that certain Limited Partnership Agreement (the
"Partnership Agreement") dated December 12, 1996 was entered into by and between
Pool, as general partner, and PTX, as limited partner, relating to the formation
and governance of Pool Company Texas Ltd., a Texas limited partnership (the
"Partnership"); and
WHEREAS, pursuant to the Partnership Agreement a related
Assignment of Assets and Assumption of Liabilities dated December 31, 1996 (the
"Asset Assignment") was executed by and between PTX and the Partnership; and
WHEREAS, the Partnership Agreement and the Asset Assignment
each attached and incorporated an Exhibit "A" identifying certain items that
were to be excluded from the assets and liabilities that were to be assigned to
and assumed by the Partnership; and
WHEREAS, the parties have determined that the Exhibit "A"
attached to and incorporated in the Partnership Agreement and the Asset
Assignment erroneously failed to contain certain deferred income tax assets or
liabilities that were to be retained by PTX and not assigned to the Partnership;
and
WHEREAS, pursuant to an Assignment and Agreement dated as of
January 1, 1997 (the "Assignment of Interest"), PTX assigned and transferred all
of its ninety-nine percent (99%) limited partnership interest in the Partnership
to PCNV; and
WHEREAS, pursuant to the Assignment of Interest, PCNV accepted
and adopted the terms and provisions of the Partnership Agreement, assumed all
obligations of PTX to the Partnership and acknowledged that it was bound by the
terms of the Partnership Agreement; and
19
WHEREAS, the parties deem it appropriate that the Partnership
Agreement and the Asset Assignment be amended to correct Exhibit "A" attached
thereto; and
WHEREAS, pursuant to the Assignment of Interest, the parties
deem it appropriate that the Partnership Agreement be further amended by
substituting PCNV as the "Limited Partner" thereunder, replacing PTX;
NOW THEREFORE, the parties hereby agree as follows:
1. The Partnership Agreement and the Asset Assignment are each
hereby amended, effective as of their respective inception
dates, by deleting the Exhibit "A" attached thereto and
substituting therefor the corrected Exhibit "A" attached to
this agreement.
2. The Partnership Agreement is hereby amended, effective as of
January 1, 1997, by substituting PCNV as the "Limited Partner"
thereunder, replacing PTX.
Executed as of the date first stated above.
PTX, INC. POOL COMPANY
By: /s/ E.J. SPILLARD By: /s/ J.T. JONGEBLOED
------------------------------ --------------------
E.J. Spillard J.T. Jongebloed,
Senior Vice President, Finance
PCNV, INC.
By: /s/ G.G. ARMS
--------------------
G.G. Arms,
Vice President &
General Counsel
2
20
EXHIBIT "A"
(CORRECTED)
ASSETS, LIABILITIES AND OBLIGATIONS TO BE RETAINED
BY PTX, INC.
A. All assets (tangible and intangible), liabilities and
obligations relating to freight forwarding operations conducted
on behalf of Associated Petroleum Services, Inc. shall be
retained by PTX, Inc. These shall include, but not be limited
to, the following:
Assets: As of 11/30/96
- ------- --------------
Cash -- NationsBank #2330000612 $ (17,670)
Accounts Receivable -- Employees 200
Accrued Charges -- APS 173
Property, Plant & Equipment -- Machinery & Equip.
110,409
Accumulated Depreciation -- Machinery & Equip. (24,007)
Cargo Agent Authority ---
Liabilities:
- -----------
A/P -- Trade $ 1,157
Air Freight Payable -- CNS 5,187
Cost Accrual -- Air Freight 28,033
A/P -- Intercompany -- Pool Corp. Div. 1,899,783
A/P -- Intercompany -- Pool Int'l Div. 624
A/P -- Intercompany -- APS -- Int'l (2,795,827)
A/P -- Intercompany -- Pool (Houston) 803,662
Accrued Employers FICA Tax 1,137
Accrued State Use Tax -- Texas 30
Accrued City Use Tax -- Texas 10
Accrued Medical 1,251
Accrued Salaries & Wages 14,826
Other Accrued Expenses 7,212
B. All federal and state deferred income tax assets liabilities, the
aggregate net amount of which as of 11/30/96 was a liability of
$11,926,328.
3
21
AMENDMENT NO. 2
TO
LIMITED PARTNERSHIP AGREEMENT
------------------------------
POOL COMPANY TEXAS LTD.
THIS AGREEMENT is executed as of the 24th day of June, 1997 by
and between Pool Company ("Pool"), a Texas corporation, and PCNV, Inc. ("PCNV"),
a Nevada corporation.
WHEREAS, Pool, as the General Partner, and PCNV, as the
Limited Partner, are parties to that certain Limited Partnership Agreement (the
"Partnership Agreement") dated December 12, 1996, as amended, relating to the
formation and governance of Pool Company Texas Ltd., a Texas limited partnership
(the "Partnership"); and
WHEREAS, certain assets, liabilities and obligations relating
to operations formerly conducted by DA&S Oil Well Servicing, Incorporated, a New
Mexico corporation (the "DA&S Assets"), have been or will be assigned and
transferred to PCNV, and the parties desire to provide for the contribution of
the DA&S Assets, except for certain tax related assets and liabilities, to the
Partnership by PCNV and a proportionate cash contribution by Pool;
NOW THEREFORE, the parties hereby agree as follows:
1. Section 5.1 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.1 General Partner.
(a) Simultaneously with the contribution provided for
in Section 5.2(a), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(a).
(b) Simultaneously with the contribution provided for
in Section 5.2(b), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(b).
(c) In the event the amount of any contribution by
the Limited Partner cannot be immediately determined,
the amount thereof shall be estimated and the amount
contributed
22
by the General Partner shall be based on such
estimate, and, subsequently, when the actual amount
required to comply with the foregoing is determined,
an appropriate supplemental amount shall be
contributed or an appropriate amount refunded. The
balance of the capital account of the General Partner
shall be an amount equal to the total contributions
by the General Partner and adjusted appropriately in
accordance with the foregoing.
2. Section 5.2 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.2 Limited Partner.
(a) On or before December 31, 1996, the Limited
Partner will contribute to the Partnership all assets
of the Limited Partner and the Partnership will
assume all of the liabilities and other obligations
of the Limited Partner, excluding, however, the
assets, liabilities and obligations, if any,
specified on Exhibit "A" attached hereto, which
excluded assets, liabilities and obligations shall be
retained by the Limited Partner. The initial balance
of the capital account of the Limited Partner shall
be an amount equal to the net assets so contributed.
(b) The Limited Partner additionally agrees to
contribute to the Partnership, immediately upon
receipt, all of the assets, and the Partnership will
simultaneously assume all of the liabilities and
other obligations, that are reflected on Exhibit
"A-1" attached hereto. The balance of the capital
account of the Limited Partner shall thereupon be
adjusted by an amount equal to the net assets so
contributed.
3. The Partnership Agreement is hereby further amended by adding,
as an exhibit thereto, the attached Exhibit "A-1".
- 2 -
23
Executed as of the date first stated above.
POOL COMPANY PCNV, INC.
By: /s/ W. J. MYERS By: /s/ G. G. ARMS
---------------------------- -------------------------------
W. J. Myers, G. G. Arms
Group Vice President - Vice President &
U.S. Operations General Counsel
- 3 -
24
EXHIBIT "A-1"
ASSETS, LIABILITIES AND OBLIGATIONS
TO BE ASSIGNED AND TRANSFERRED TO THE
PARTNERSHIP BY PCNV, INC.
All assets (tangible and intangible), liabilities and obligations relating to
operations formerly conducted by DA&S Oil Well Servicing, Incorporated, a New
Mexico corporation ("DA&S"), except that any and all tax related assets and
liabilities formerly held by DA&S shall be retained by PCNV, Inc.
- 4 -
25
AMENDMENT NO. 3
TO
LIMITED PARTNERSHIP AGREEMENT
------------------------------
POOL COMPANY TEXAS LTD.
THIS AGREEMENT is executed as of the 16th day of October, 1997
by and between Pool Company ("Pool"), a Texas corporation, and PCNV, Inc.
("PCNV"), a Nevada corporation.
WHEREAS, Pool, as the General Partner, and PCNV, as the
Limited Partner, are parties to that certain Limited Partnership Agreement (the
"Partnership Agreement") dated December 12, 1996, as amended, relating to the
formation and governance of Pool Company Texas Ltd., a Texas limited partnership
(the "Partnership"); and
WHEREAS, certain assets, liabilities and obligations relating
to operations formerly conducted by Trey Services, Inc. and R&H Well Services,
Inc., each a Texas corporation (the "Trey/R&H Assets"), have been or will be
assigned and transferred to PCNV, and the parties desire to provide for the
contribution of the Trey/R&H Assets, except for certain tax related assets and
liabilities, to the Partnership by PCNV and a proportionate cash contribution by
Pool;
NOW THEREFORE, the parties hereby agree as follows:
1. Section 5.1 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.1 General Partner.
(a) Simultaneously with the contribution provided for
in Section 5.2(a), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(a).
(b) Simultaneously with the contribution provided for
in Section 5.2(b), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(b).
(c) Simultaneously with the contribution provided for
in Section 5.2(c), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution
26
by the Limited Partner provided for in Section
5.2(c).
(d) In the event the amount of any contribution by
the Limited Partner cannot be immediately determined,
the amount thereof shall be estimated and the amount
contributed by the General Partner shall be based on
such estimate, and, subsequently, when the actual
amount required to comply with the foregoing is
determined, an appropriate supplemental amount shall
be contributed or an appropriate amount refunded. The
balance of the capital account of the General Partner
shall be an amount equal to the total contributions
by the General Partner and adjusted appropriately in
accordance with the foregoing.
2. Section 5.2 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.2 Limited Partner.
(a) On or before December 31, 1996, the Limited
Partner will contribute to the Partnership all assets
of the Limited Partner and the Partnership will
assume all of the liabilities and other obligations
of the Limited Partner, excluding, however, the
assets, liabilities and obligations, if any,
specified on Exhibit "A" attached hereto, which
excluded assets, liabilities and obligations shall be
retained by the Limited Partner. The initial balance
of the capital account of the Limited Partner shall
be an amount equal to the net assets so contributed.
(b) The Limited Partner additionally agrees to
contribute to the Partnership, immediately upon
receipt, all of the assets, and the Partnership will
simultaneously assume all of the liabilities and
other obligations, that are reflected on Exhibit
"A-1" attached hereto. The balance of the capital
account of the Limited Partner shall thereupon be
adjusted by an amount equal to the net assets so
contributed.
- 2 -
27
3. The Partnership Agreement is hereby further amended by adding,
as an exhibit thereto, the attached Exhibit "A-2".
Executed as of the date first stated above.
POOL COMPANY
By: /s/ Wm J. Myers
----------------------------
Vice President
PCNV, INC.
By: /s/ G. Arms
----------------------------
Vice President
- 3 -
28
EXHIBIT "A-2"
ASSETS, LIABILITIES AND OBLIGATIONS
TO BE ASSIGNED AND TRANSFERRED TO THE
PARTNERSHIP BY PCNV, INC.
All assets (tangible and intangible), liabilities and obligations relating to
operations formerly conducted by Trey Services, Inc. ("Trey"), a Texas
corporation, and R&H Well Services, Inc. ("R&H"), a Texas corporation, except
that any and all tax related assets and liabilities formerly held by Trey and/or
R&H shall be retained by PCNV, Inc.
- 4 -
29
AMENDMENT NO. 4
TO
LIMITED PARTNERSHIP AGREEMENT
------------------------------
POOL COMPANY TEXAS LTD.
THIS AGREEMENT is executed as of the 19th day of November,
1997 by and between Pool Company ("Pool"), a Texas corporation, and PCNV, Inc.
("PCNV"), a Nevada corporation.
WHEREAS, Pool, as the General Partner, and PCNV, as the
Limited Partner, are parties to that certain Limited Partnership Agreement (the
"Partnership Agreement") dated December 12, 1996, as amended, relating to the
formation and governance of Pool Company Texas Ltd., a Texas limited partnership
(the "Partnership"); and
WHEREAS, certain assets, liabilities and obligations relating
to operations formerly conducted by A. A. Oilfield Service, Inc., a New Mexico
corporation, (the "AAOSI Assets"), have been or will be assigned and transferred
to PCNV, and the parties desire to provide for the contribution of the AAOSI
Assets, except for certain tax related assets and liabilities, to the
Partnership by PCNV and a proportionate cash contribution by Pool;
NOW THEREFORE, the parties hereby agree as follows:
1. Section 5.1 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.1 General Partner.
(a) Simultaneously with the contribution provided for
in Section 5.2(a), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(a).
(b) Simultaneously with the contribution provided for
in Section 5.2(b), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(b).
(c) Simultaneously with the contribution provided for
in Section 5.2(c), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution
30
by the Limited Partner provided for in Section
5.2(c).
(d) Simultaneously with the contribution provided for
in Section 5.2(d), the General Partner will
contribute to the Partnership cash in an amount equal
to 1.01% of the contribution by the Limited Partner
provided for in Section 5.2(d).
(e) In the event the amount of any contribution by
the Limited Partner cannot be immediately determined,
the amount thereof shall be estimated and the amount
contributed by the General Partner shall be based on
such estimate, and, subsequently, when the actual
amount required to comply with the foregoing is
determined, an appropriate supplemental amount shall
be contributed or an appropriate amount refunded. The
balance of the capital account of the General Partner
shall be an amount equal to the total contributions
by the General Partner and adjusted appropriately in
accordance with the foregoing.
2. Section 5.2 of the Partnership Agreement is hereby amended to
read in its entirety as follows:
5.2 Limited Partner.
(a) On or before December 31, 1996, the Limited
Partner will contribute to the Partnership all assets
of the Limited Partner and the Partnership will
assume all of the liabilities and other obligations
of the Limited Partner, excluding, however, the
assets, liabilities and obligations, if any,
specified on Exhibit "A" attached hereto, which
excluded assets, liabilities and obligations shall be
retained by the Limited Partner. The initial balance
of the capital account of the Limited Partner shall
be an amount equal to the net assets so contributed.
(b) The Limited Partner additionally agrees to
contribute to the Partnership, immediately upon
receipt, all of the assets, and the Partnership will
simultaneously assume all of the liabilities and
other obligations, that are reflected on Exhibit
"A-1" attached hereto. The balance of the capital
account of the Limited Partner shall thereupon be
adjusted by
- 2 -
31
an amount equal to the net assets so
contributed.
(c) The Limited Partner additionally agrees to
contribute to the Partnership, immediately upon
receipt, all of the assets, and the Partnership will
simultaneously assume all of the liabilities and
other obligations, that are reflected on Exhibit
"A-2" attached hereto. The balance of the capital
account of the Limited Partner shall thereupon be
adjusted by an amount equal to the net assets so
contributed.
(d) The Limited Partner additionally agrees to
contribute to the Partnership, immediately upon
receipt, all of the assets, and the Partnership will
simultaneously assume all of the liabilities and
other obligations, that are reflected on Exhibit
"A-3" attached hereto. The balance of the capital
account of the Limited Partner shall thereupon be
adjusted by an amount equal to the net assets so
contributed.
3. The Partnership Agreement is hereby further amended by adding,
as an exhibit thereto, the attached Exhibit "A-3".
Executed as of the date first stated above.
POOL COMPANY
By: /s/ Wm J. Myers
--------------------------------
Vice President
PCNV, INC.
By: /s/ G. Arms
--------------------------------
Vice President
- 3 -
32
EXHIBIT "A-3"
ASSETS, LIABILITIES AND OBLIGATIONS
TO BE ASSIGNED AND TRANSFERRED TO THE
PARTNERSHIP BY PCNV, INC.
All assets (tangible and intangible), liabilities and obligations relating to
operations formerly conducted by A.A. Oilfield Service, Inc., a New Mexico
corporation ("AAOSI"), except that any and all tax related assets and
liabilities formerly held by AAOSI shall be retained by PCNV, Inc.
- 4 -