LIMITED PARTNERSHIP AGREEMENT
SEABULK AMERICA PARTNERSHIP, LTD.
THIS AGREEMENT of Limited Partnership made this 14th day of September,
1983, among SEABULK TANKERS, LTD. (hereinafter referred to as General Partner),
and STOLT TANKERS (U.S.A.), Inc (herein referred to as "Limited Partner"). (The
General Partner and the Limited Partner are sometimes collectively referred to
herein as the "Partners").
ARTICLE I
GENERAL ORGANIZATION
1.01 Organization. The parties hereto hereby form a Limited Partnership
pursuant to Chapter 620, Florida Statutes, (herein called the "Partnership").
1.02 Statutory Requirement. The parties hereto shall simultaneously
herewith execute a Certificate of Limited Partnership and cause such certificate
to be filed in the appropriate office and, thereafter, execute and cause to be
filed and otherwise published such original or amended certificates all
evidencing the formation and operation of this Limited Partnership whenever the
same may be required under the laws of the State of Florida and of any other
states where the Partnership shall determine to do business. The General Partner
is hereby authorized and empowered by the Limited Partner to prepare, file and
publish either the original or any amended or modified Certificates of Limited
Partnership as may be necessary or desirable, and the Limited Partner
specifically designates and appoints the General Partner, for and on its behalf
as its attorneys for the exclusive purposes of signing and attesting to such
original or amended Certificates of Limited Partnership. The creation of the
foregoing power of attorney is coupled with an interest and shall be
irrevocable.
1.03 Purposes of Partnership. The purpose of the Partnership shall be as
follows:
(a) To acquire title to the U.S.-flagged barge named "4102" (as may be
renamed), to provide for its reconstruction into a self-propelled vessel and to
provide for its management and operation;
(b) To purchase, construct, reconstruct, manage, operate, charter or
lease the U.S.-flagged barge named "4102" (as may be renamed) and qualified to
operate in the U.S.-foreign trade;
(c) To engage in any and all maritime-related activities relating to
the ownership, operation and use of the U.S.-flagged barge named "4102" (as may
be renamed) and entitled to operate in the U.S.-foreign trade; and
(d) To invest in stocks, bonds and securities, and to engage without
limitation, in the purchase and sale of, and dealing in, stocks, bonds, notes,
and to open such checking and savings accounts with banking institutions as may
be necessary to conduct the business of the Partnership.
ARTICLE II
NAME, LOCATION AND PARTNERS
2.01 Name of Limited Partnership. The name of the Limited Partnership
is SEABULK AMERICA PARTNERSHIP, LTD. The business of the Partnership shall be
conducted under such name and under such variations of this name as may be
necessary to comply with the laws of other states within which the Partnership
may do business or make investments.
2.02 Fictitious Name Certificates. The General Partner shall promptly
execute and duly file with the proper offices in each state in which the
Partnership may conduct the activities hereinafter authorized one or more
certificates as required by the Fictitious Names Act or similar statute in
effect as to each such state in which such activities are so conducted.
2.03 Location of Principal Place of Business. The principal place of
business shall be located at 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxx, Xxxx
Xxxxxxxxxx, Xxxxxxx, 00000, or at such other place or places as the General
Partner may designate and as agreed to by the Limited Partner.
2.04 Names and Addresses or Places of Residence of Partners. The names
and place of residence of the General Partner and the Limited Partner are as
follows:
General Partner: Address:
Seabulk Tankers, Ltd. 0000 X.X. 00xx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Limited Partner: Address:
Xxxxx Tankers (U.S.A.), Inc. c/o Xxxxx-Xxxxxxx, Inc.
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx XX 00000
ARTICLE III
TERM
3.01 Term of Partnership. The Partnership shall commence on the date
that a Certificate of Limited Partnership is duly filed as required by law, and
shall continue in existence for a period of twenty-five (25) years from the date
of said filing, unless sooner terminated, liquidated, or dissolved by law or as
hereinafter provided or unless extended by amendment to this Limited Partnership
Agreement.
ARTICLE IV
CAPITAL CONTRIBUTIONS
4.01 Initial Capital Contributions. As its initial capital
contribution, the General Partner shall contribute fifty-one percent (51%) of
its ownership interest in the barge "4102" to the Partnership, the value of
which the parties hereto acknowledge to be $1,860,858.48. This contribution
shall represent a fifty-one percent (51%) equity interest in the Partnership. As
its
initial capital contribution to the Partnership, Xxxxx Tankers (U.S.A.), Inc.
shall contribute $1,787,883.64, which amount represents a forty-nine percent
(49%) interest in the Partnership.
4.02 Additional Capital Contributions. Each of the General Partner and
the Limited Partner agree to contribute to the capital of the Partnership at
such times and such in amounts as the General Partner may from time to time
request by notice to the Limited Partner, its proportionate share (based upon
its initial capital contribution as set forth in Section 4.01 hereof) of costs
incurred and necessary for the reconstruction of the barge "4102", for general
and administrative expenses, and for other expenses incurred in connection with
other activities in which the Partnership is authorized to engage in
4.03 Percentage Ownership of the Partnership Assets. The percentage
interest of the General Partner and the Limited Partner in the partnership
assets is as follows:
Percentage
General Partner:
Seabulk Tankers, Ltd. 51%
Limited Partner:
Xxxxx Tankers (U.S.A.), Inc. 59%
4.04 Capital Account. Each Partner shall have a capital account which shall
be credited with:
(a) The amount of its capital contribution pursuant to Sections 4.01 and
4.02 hereof; and
(b) The amount of net profits (as defined in Section 5.01
below) allocated to such Partner pursuant to its equity interest as set forth in
Section 4.01 hereof; and shall be debited with:
(i) The amount of net losses (as defined in Section 5.01 below) allocated
to such Partner pursuant to equity interest as set forth in Section 4.01 hereof;
and
(ii) All amounts distributed to such Partner pursuant to Article V hereof.
Whenever it is necessary to determine the capital account of any Partner for
purposes of this Agreement, the capital account of the Partner shall be
determined after giving effect to the allocation for the Partnership's current
year (or the portion thereof ending on the date of such determination) of net
profits or net losses in accordance with Section 5.02 and all distributions for
such year pursuant to Section 5.03. A Partner shall not be entitled to withdraw
any part of his capital account or to receive any distribution of the
Partnership except as specifically provided in this Agreement.
ARTICLE V
DISTRIBUTIONS
5.01 Definition of Net Profits and Net Losses. The terms "net profits"
and "net losses" as used in this Agreement shall mean the net profits and the
net losses of the Partnership as
determined under generally accepted accounting principles by a
nationally-recognized firm of independent certified public accountants servicing
the Partnership account.
5.02 Division of Net Profits and Net Losses. All net profits and net
losses of the Partnership shall be allocated to the General Partner and the
Limited Partner, in a percentage equal to that set forth in Section 4.03.
5.03 Division of Cash Flow. The cash flow of the Partnership shall be
the net profits and net losses of the Partnership as defined in Section 5.01
above, plus depreciation and other noncash charges deducted in determining such
net profits and net losses, minus principal payments on all mortgages, and any
other cash expenditures which have not been deducted in determining the net
profits and net losses of the Partnership, and minus any amount reasonably
determined by the General Partner, after consultation with the Limited Partner,
as being required to maintain sufficient working capital and a reasonable
reserve for repairs, replacement, or other reasonable contingencies. The cash
flow, as so determined, may be distributed by the General Partner to all the
Partners in a percentage equal to that set forth in Section 4.03. There shall be
no obligation to return to the General Partner or to the Limited Partner, or to
any one of them, any part of the respective capital contributions for so long as
the Partnership continues in existence. Neither the General Partner nor the
Limited Partner shall be entitled to any priority or preference over any other
Partner as to the distribution of the cash flow of the Partnership.
ARTICLE VI
OWNERSHIP OF PROPERTY
6.01 Ownership. All property, including all improvements thereto,
acquired by the Partnership shall be owned by the Partners in a percentage equal
to that set forth in Section 4.03, such ownership being subject to the terms and
provisions of this Agreement. Each Partner hereby expressly waives the right to
require partition of any Partnership property or any part thereof.
ARTICLE VII
BOOKS, ACCOUNTS AND RECORDS
7.01 Partnership Accounting Year. The Partnership's books and records
and all required income tax returns shall be kept or made on the basis of a
fiscal year to be determined by the General Partner. The General Partner, after
consultation with the Limited Partner, shall determine whether the cash of
accrual method of accounting is to be used in keeping the Partnership records.
7.02 Books and Records. The General Partner shall keep at the principal
place of business and make available to all partners at any time during normal
business hours, true and correct books of account and all other Partnership
records. The copying by a Partner or his designated agent, of any part or all
parts of such records is specifically authorized. Within forty-five (45) days
after the close of each month of each fiscal year of the Partnership, the
General Partner shall furnish to all Partners unaudited financial statements of
the Partnership. Within ninety (90) days after the close of each fiscal year of
the Partnership, the General Partner shall furnish to all Partners financial
statements for the Partnership audited by a firm of nationally-recognized
independent public accountants and a full and detailed financial report on the
business operations of the Partnership for and during the entire preceding year.
In addition, within ninety (90) days after the close of each fiscal year of the
Partnership, the General Partner shall furnish to all Partners any additional
information needed or necessary to complete their federal and state income tax
returns, including statements of the net distributable income or loss to each
Partner from the operation of the Partnership. The cost of all of the above
duties and services to be performed by the General Partner shall be deemed an
expense of the Partnership.
7.03 Partnership Bank Account. The General Partner shall receive all
monies of the Partnership and shall deposit the same in one or more Partnership
bank accounts. All expenditures by the General Partner on partnership interests
shall be made by checks or other debits drawn against the Partnership bank
account. Withdrawals from the Partnership bank accounts shall be made on such
signature or signatures and on such terms and conditions as the General Partner
shall authorize.
ARTICLE VIII
POWERS AND LIABILITIES OF THE GENERAL PARTNER
8.01 Powers. The Partnership shall have the power to reconstruct,
operate, acquire, charter out, hold, mortgage, sell or otherwise dispose of the
barge "4102" (to be known as the "Seabulk America" after reconstruction) to
borrow money, to give evidence of indebtedness, and to execute and deliver such
instruments and documents and to take such other action as the General Partner,
after consultation with the Limited Partner, shall from time to time deem
necessary and appropriate in connection with carrying out the purpose of the
Partnership.
8.02 Management. The General Partner shall manage and operate the business
of the Partnership and shall have full discretion in the management and
operation thereof, subject to the approval of the Limited Partner as to specific
action set forth in Section 12.02 hereof. The General Partner shall use due
diligence to carry out the purposes and business of the Partnership and shall
devote to the Partnership business such time as it shall determine to be
required for its welfare and success. The General Partner agrees to provide
frequent, periodic information to the Limited Partner regarding the
Partnership's financial condition and business activities.
8.03 Responsibility of General Partner. The General Partner shall
exercise due diligence in managing the affairs of the Partnership. Always,
unless fraud, deceit, gross negligence, or a wrongful taking shall be involved,
the General Partner shall not be liable or obligated to the Limited Partner for
any mistake of fact or judgment made by the General Partner in operating the
business of the Partnership, which results in any loss to the Partnership or its
Partners. The General Partner does not, in any way, guarantee the return of the
Limited Partner's capital or a profit from the operations of the Partnership.
Neither shall the General Partner be responsible to the Limited Partner because
of a loss of his investment or a loss in operations. The General Partner shall
devote such attention and business capacity to the affairs of the Partnership as
may be reasonably necessary. In this connection, the parties hereby acknowledge
that any General Partner may be the Manager or General Partner of other
partnerships or entities and may continue to manage other partnerships or
entities, and may continue to engage in other distinct or related businesses,
including the investment in or ownership or development of such business,
whether or not competitive with the business of the Partnership.
8.04 Indemnification. The General Partner shall be indemnified by the
Partnership from any loss or damage incurred by the General Partner by reason of
any act performed or omitted by it if its conduct was consistent with sound
business practices and it reasonably believed the act or omission to be in
furtherance of the interest of the Partnership; provided, however, that nothing
contained herein shall in any manner increase the liability of the Limited
Partner beyond its obligation to make its capital contributions to the
Partnership, as provided for herein.
ARTICLE IX
POWER OF ATTORNEY
9.01 Appointment of General Partner. The Limited Partner hereby
constitutes and appoints the General Partner, the true and lawful attorney for
the undersigned to act in his behalf as provided for hereinabove, and to make,
execute, sign, acknowledge, and file a Certificate of Limited Partnership or
amendments thereto, and, upon termination of the Partnership a Certificate of
Dissolution as required under the laws of the State of Florida, and to include
therein all information required by the laws of the State of Florida, also make,
execute, sign, acknowledge, and file such other instruments as may be required
under the laws of the State of Florida, and the General Partner undertakes to
perform all such acts necessary and desirable for the protection of the Limited
Partner.
ARTICLE X
COMPENSATION OF THE GENERAL PARTNER
10.01 Compensation. The General Partner shall be compensated for the
performance of its duties and functions under this Agreement. Such compensation
will be made on a monthly basis and shall be the actual costs and expenses of
operating the partnership.
10.02 Re-Evaluation of Compensation. Compensation of the General
Partner shall be subject to review and approval every three (3) years by all the
Partners.
ARTICLE XI
ADMISSION OF NEW PARTNERS
11.01 Admission of New Partners. New general partners may be admitted
to the Partnership with the written consent of all Partners. In the event that
new general partners are admitted into the Partnership, the share of each new
general partner and all other partners in the net profits and losses shall be in
such proportion as may be agreed upon between all the partners and the new
general partners. With the written consent of all Partners, new limited partners
may be admitted into the partnership upon the payment of such capital
contribution and upon such terms as the General Partner shall decide. In the
event that net limited partners are admitted into the Partnership, the share of
each new limited partner in the net profits and losses shall be in such
proportion as may be determined by the General Partner.
11.02 Compliance with Laws. Notwithstanding the provisions of Section
11.01, no new partners shall be admitted in violation of any of the U.S.
maritime laws or statutes nor which
would, in consideration of the business of the Partnership, result in a
violation of the Merchant Marine Act, 1936, as amended.
11.03 Change in Maritime Statutes Concerning Foreign Equity Interest.
In the event the United States Congress enacts legislation permitting a fifty
percent (50%) or greater participation by non-U.S. citizens in the ownership of
a U.S.-flagged vessel (within the meaning of the Shipping Act, 1916, as amended
or as may hereafter be amended), the Limited Partner shall then have the option
to purchase from the General Partner a one percent (1%) equity limited
partnership interest in the Partnership to increase its total equity limited
partner's interest to fifty percent (50%). The purchase price for such option
shall be equal to the then-equivalent value of said one percent (1%) interest as
it relates to the then-current capital accounts referred to in Section 4.04
hereof.
ARTICLE XII
POWERS, RIGHTS AND RESTRICTIONS ON LIMITED PARTNERS
12.01 Restrictions on Limited Partners. The Limited Partner shall not
have either the obligation or the right to take part, directly or indirectly, in
the active management of the business of the Partnership and the Limited Partner
is not authorized to do or perform any act, thing, or deed in the name of or for
or on behalf of either the General Partner or the Partnership. The Limited
Partner is not authorized to and shall not, directly or indirectly, have a voice
in or take part in the business affairs or business operations of the
Partnership, except as specifically provided for in Section 12.03 of this
Article XII and otherwise in this Agreement, or receive any compensation as such
Partner. The Limited Partner is not authorized to and shall not be permitted to
do any act, deed, or thing which will cause such Limited Partner to be
classified as a General Partner of the Partnership. The foregoing shall not
apply to a General Partner who has acquired a Limited Partner's interest in
accordance with the terms of this Agreement.
12.02 Financing Arrangements. Any financing arrangements in connection
with the payment for the reconstruction costs of the barge "4102" shall not be
entered into by the General Partner without first obtaining the approval of the
Limited Partner.
ARTICLE XIII
LIABILITY OF LIMITED PARTNERS
13.01 Liability. The liability of the Limited Partners with regard to
the Partnership in all respects is restricted and limited to the amount of the
actual capital contributions (and loans, if any) that each Limited Partner
agrees to make to the Partnership.
ARTICLE XIV
LOANS TO THE PARTNERSHIP
14.01 Loans to the Partnership. Nothing herein shall prevent or act
against a General or Limited Partner loaning money to the Partnership on a
promissory note or similar evidence of indebtedness for a reasonable rate of
interest. Any Partner loaning money to the Partnership shall have the same
rights and risks regarding the loan as would any person or entity making the
loan who was not a Partner of the Partnership.
ARTICLE XV
TRANSFERS OF PARTNERSHIP INTEREST
15.01. Prohibition Against Transfer. Except as hereinafter set forth,
no Limited Partner shall sell, assign, transfer, encumber, or otherwise dispose
of any interest in the Partnership without the written consent of the General
Partners. (Provided, however, that this restriction shall not apply to such
transactions between the Limited Partner and any of its subsidiaries).
15.02 Sales. Should the Limited Partner desire to sell or assign its
interest in the Partnership (other than to any of its subsidiaries), it shall
first notify the General Partner of such desire to so sell or assign its
interest. The General Partner shall thereupon have a right of first refusal to
purchase such partnership interest at the same purchase price and on the same
terms and conditions as the proposed bona fide third-party purchaser or
assignee. Provided always that any purchaser shall expressly assume any rights,
liabilities and responsibilities of the Limited Partner in the Partnership and
shall execute any documents necessary to effect such assumption and release. Any
purported sale or assignment not in accordance with the provisions of Section
11.02 and this Section 15.02 shall be null and void.
ARTICLE XVI
TERMINATION OR DISSOLUTION
16.01 Termination Upon Withdrawal, Bankruptcy, Death, or Incapacity of
General Partner. The General Partner, upon at least six (6) months prior written
notice, effective as of the last day of any fiscal year of the Partnership, may
voluntarily withdraw from the Partnership as General Partner and such withdrawal
shall have the effect of terminating the Partnership as of the close of business
on such last day. (Provided, however, that upon voluntary withdrawal of such
General Partner, such General Partner, and prior to such termination, the
Limited Partner may designate a new general partner, subject to such new general
partner meeting all citizenship and other criteria of the U.S. Maritime
Administration and other applicable governmental agencies, including that
criteria dealing with de facto control. If such new general partner is so
appointed, subject to the requirements set forth above: (a) the Partnership
shall continue, but the Partnership name and any of its assets shall be changed
to delete "Seabulk"; (b) the new general partner shall expressly assume all
rights, liabilities and responsibilities of the prior General Partner in the
Partnership, shall release the General Partner from any such liabilities and
responsibilities, and shall execute any documents necessary to effect such
assumption and release; and (c) the prior General Partner shall be immediately
paid for its interest in the Partnership assets, which payment shall be the fair
market value of the prior General Partner's interest in the Partnership as
determined by a competent appraisal.)
The bankruptcy, death, incapacity, or resignation of one
General Partner (if there shall at the time of such event then be more than one
General Partner) shall not have the effect of terminating the Partnership and
the other General Partner shall continue to serve as the General Partner. Upon
the bankruptcy, death, incapacity, or resignation of the General Partner, the
Partnership shall terminate as of the close of business on the last day of the
fiscal year in which such event occurs.
16.02 Voluntary Termination - Effect of Bankruptcy, Dissolution, Death
or Incapacity of Limited Partner. The Partnership may be terminated upon any
date specified in a notice of termination, signed by the General Partner.
(Provided, however, that upon voluntary
withdrawal of such General Partner, and prior to such termination, the Limited
Partner may designate a new general partner, subject to such new general partner
meeting all citizenship and other criteria of the U.S. Maritime Administration
and other applicable governmental agencies, including that criteria dealing with
de facto control and subject also to fulfilling the name change, assumption,
release and payment provisions as set forth in 16.01(a), (b) and (c) above.) The
bankruptcy, dissolution, death or incapacity of a Limited Partner shall have no
effect on the life of the Partnership, which shall continue. (Provided, however,
that upon such bankruptcy, dissolution or incapacity of a Limited Partner, the
General Partner may designate a new limited partner subject to such new limited
partner meeting all citizenship and other criteria of the U.S. Maritime
Administration and applicable governmental agencies, including that criteria
dealing with de facto control. If such new limited partner is so appointed,
subject to the requirements set forth above (a) the new limited partner shall
expressly assume all rights, liabilities and responsibilities of the prior
Limited Partner in the Partnership, shall release the Limited Partner from any
such liabilities and responsibilities, and shall execute any documents necessary
to effect such assumption and release; and (b) the prior Limited Partner shall
be immediately paid for its interest in the Partnership assets, which payment
shall be the fair market value of the prior Limited Partner's interest in the
Partnership as determined by a competent appraisal.)
16.03 Effect of a Termination of the Partnership. Upon the termination
of the Partnership, regardless of how it is terminated, the affairs of the
Partnership shall be wound up by the General Partner. If for any reason there is
no General Partner, or if they refuse to serve, or are incapable of serving, the
holders of a majority of interests of the Limited Partnership may appoint or
designate a Trustee-in-Liquidation who shall serve to wind up the affairs of the
Partnership. The Trustee-in-Liquidation need not be a commercial corporate
trustee, need not be bonded, and may be a Limited Partner. Whoever serves to
wind up the affairs of the Partnership, the following procedure shall be
followed:
Upon such termination, the assets of the Partnership shall be
applied as follows: to payment of the outstanding Partnership liabilities,
although an appropriate reserve may be maintained and the amount determined by
the General Partner or Trustee-in-Liquidation for any contingent liability until
said contingent liability is satisfied, and the balance of such reserve, if any,
shall be distributed, together with any other sum remaining after payment of the
outstanding Partnership liabilities, to the Partners in the following order of
priority:
(1) To the Limited Partner in an amount not to exceed its
capital account, which capital account shall include the Limited Partner's
proportionate share of any profits or losses from the sale of Partnership
assets.
(2) Balance to the General Partner(s).
Nothing contained in this Agreement shall defeat the right of either a Limited
or a General Partner to require and to have a court-supervised winding up,
liquidation, and dissolution of the Partnership. No Partner shall be entitled to
demand a distribution be made to him in the Partnership property, but the
General Partner may make or direct property distributions to be made, using the
property's fair market value as of the time of distribution as the basis of
making the distribution
ARTICLE XVII
MISCELLANEOUS
17.01 Unauthorized Transactions. During the time of the organization or
continuance of this Limited Partnership, the Limited Partner hereof shall not do
any one of the following: (a) use the name of the Partnership (or any
substantially similar name) or any trademark or trade name adopted by the
Partnership, except in the ordinary course of the Partnership business; (b)
disclose to any nonpartner any of the Partnership business practices, trade
secrets, or any other information not generally known to the business community;
(c) do any other act or deed with the intention of harming the business
operations of the Partnership; (d) do any act contrary to this Limited
Partnership Agreement; (e) do any act which would make it impossible to carry on
the intended or ordinary business of the Partnership; (f) confess a judgment
against the Partnership; (g) abandon or wrongfully transfer or dispose of
Partnership Property, real or personal; (h) admit another person or entity as a
General or Limited Partner; or (i) assign, transfer, sell, or pledge his limited
partnership interest except as provided for in Section 15.02 hereof.
17.02 Amendment. This Agreement may be amended or modified by the
Partners from time to time but only by a written instrument executed by the
General Partner and the holders of two-thirds (2/3) of the Limited Partnership
interests
17.03 Notices. Except as may be otherwise specifically provided in this
Agreement, all notices required or permitted hereunder shall be in writing by
either telex or cable and shall be deemed to be delivered after receipt of same
by the other party at such party's respective address set forth in Section 2.04
hereof or at such other respective address as may have been theretofore
specified by written notice by such party.
17.04 Meetings. Except in emergency situations, meetings of the
Partners shall be held not less than fifteen (15) days nor more than thirty (30)
days after receipt of written notice from the General Partner.
17.05 Applicable Law. This Agreement shall be construed under and in
accordance with the laws of the State of Florida.
17.06 Other Instruments. The parties hereto covenant and agree that
they will execute such other and further instruments and documents as are or may
become necessary or convenient to effectuate and carry out the Partnership
created by this Agreement.
17.07 Headings. The headings used in this Agreement are used for
administrative purposes only and do not constitute substantive matters to be
considered in construing the terms of this Agreement.
17.08 Parties Bound. This Agreement shall be binding on and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors, and assigns where permitted
by this Agreement.
17.09 Legal Construction. If any one or more of the provisions
contained in this Partnership Agreement for any reason are held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof
and this Partnership Agreement shall be construed as if such invalid, illegal,
or unenforceable provision had never been contained herein.
17.10 Counterparts. This Partnership Agreement may be executed in any
number of counterparts and each such counterpart shall for all purposes be
deemed to be an original.
17.11 Gender. Wherever the context shall so require, all words herein
in the male gender shall be deemed to include the female or neuter gender, all
singular words shall include the plural words, and all plural words shall
include the singular.
17.12 Arbitration. Any dispute arising under this Agreement or the
performance thereof shall be settled by arbitration in Miami, Florida. The party
requesting arbitration shall serve upon the other party a written demand for
arbitration with the name and address of the arbitrator appointed by it, and
such other party shall within 20 days thereafter appoint an arbitrator, and the
two arbitrators so named shall appoint a third, and the decision or award of any
two shall be final and binding upon the parties. Should the party upon whom the
demand for arbitration is served fail or refuse to appoint an arbitrator within
20 days, the single arbitrator shall have the right to decide alone, and his
decision or award shall be final and binding upon the parties. The arbitrators
shall have the discretion to impose the cost of the arbitration upon the losing
party, or divide it between the parties on any terms which may appear just. Any
decision or award rendered hereunder may be made and entered as a rule or
judgment of any Court in any country having jurisdiction. The arbitrators shall
be commercial men.
IN WITNESS WHEREOF, each party has executed this Agreement or a
counterpart hereof on the 14th day of September, 1983.
GENERAL PARTNER
SEABULK TANKERS, LTD.
By: Hvide Marine Transport, Incorporated
its sole general partner
By: _________________________________
LIMITED PARTNER
XXXXX TANKERS (U.S.A.), Inc.
By: __________________________________
