EXHIBIT 3.58
LIMITED PARTNERSHIP AGREEMENT
OF
SYNAGRO MANAGEMENT L.P.
(A TEXAS LIMITED PARTNERSHIP)
This Limited Partnership Agreement of Synagro Management L.P. dated as
of December 21, 2000, is hereby adopted, executed and agreed to by the General
Partner and the party listed on the signature page as Limited Partner. The
General Partner, the Limited Partner and any additional Limited Partners
admitted to the Partnership are collectively referred to herein as the
"Partners."
1. FORMATION. Synagro Management L.P. (the "Partnership") was formed on
December 21, 2000, as a Texas limited partnership under and pursuant to the
Texas Revised Limited Partnership Act, as amended (the "Act").
2. TERM. The Partnership shall commence business on the date of the
original filing of the Certificate of Limited Partnership and its existence
shall be until perpetual unless terminated sooner as herein provided.
3. PURPOSES. The purposes of the Partnership are to carry on any lawful
business, purpose or activity for which limited partnerships may be formed under
the Act. The Partnership shall have all of the powers to conduct such business
as permitted under the Act.
4. GENERAL PARTNER. Synagro Texas, Inc., a Texas corporation, is the
General Partner of the Partnership (such General Partner or its successor, the
"General Partner").
5. SHARING RATIOS. The Partners shall receive the allocation of all
profits, losses, gains, deductions and credits with respect to the operations of
the Partnership in accordance with the Sharing Ratios set forth on Schedule 1
attached hereto and hereby made a part hereof.
6. CONTRIBUTIONS. Without creating any rights in favor of any third
party, the Partners may, from time to time, make contributions of cash or
property to the capital of the Partnership, but shall have no obligation to do
so.
7. DISTRIBUTIONS. The Partners shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Partnership and (b) to enjoy all other rights, benefits and interests in the
Partnership, in accordance with the Sharing Ratios set forth on Schedule 1
attached hereto and hereby made a part hereof.
8. MANAGEMENT. The management of the Partnership is fully reserved to
the General Partner. The powers of the General Partner shall be exercised by or
under the authority of, and the business and affairs of the Partnership shall be
managed under the direction of, the General Partner, who shall make all
decisions and take all actions for the Partnership.
9. TAX MATTERS. The Partnership and the General Partner shall comply
with all requirements of the Internal Revenue Code of 1986, as amended, with
respect to the Partnership. In this regard, the Partnership shall be regarded
for federal tax purposes as corporation.
10. TRANSFERS. The Partners may freely transfer all or any part of
their partnership interest in the Partnership at any time, and any such
transferee shall become an additional or substituted Partner of the Partnership,
as applicable, with full rights of a Partner as set forth herein and in the Act.
11. DISSOLUTION. The Partnership shall dissolve and its affairs shall
be wound up upon the expiration of its term or at such time, if any, as all of
the Partners, by unanimous agreement, may elect or as may be required under the
Act. No other event will cause the Partnership to dissolve.
12. REMOVAL OF GENERAL PARTNER. A majority in interest of the Limited
Partners may remove the General Partner as general partner of the Partnership at
any time. Upon removal of the General Partner, the General Partner shall cease
to be a general partner of the Partnership, and all the General Partner's
duties, responsibilities, liabilities and obligations as a general partner of
the Partnership under this Agreement or any amendments to this Agreement shall
terminate, and the General Partner's interest in the Partnership shall be
converted to that of a Limited Partner and the General Partner shall
automatically be admitted to the Partnership as an additional Limited Partner.
The Limited Partners are then authorized to issue a new interest in the
Partnership to a new general partner, elected by a majority in interest of the
Partners.
13. AMENDMENT. This Agreement may be amended, supplemented or restated
only by a written agreement executed by each of the Partners.
14. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).
[Signature page follows]
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/s/ Xxxxx X. Xxxxxx
--------------------------------------
GENERAL PARTNER:
Synagro Texas, Inc.
/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
LIMITED PARTNER:
Synagro Delaware, Inc.
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SCHEDULE 1
Names, Addresses, Sharing Ratios and Initial Capital
Contributions of the Partners
Capital Sharing
Name of General Partner: Contribution Ratio
------------------------ ------------ -------
Synagro Texas, Inc. $ 50.00 1.0%
-------
0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Name of Limited Partner:
------------------------
Synagro Delaware, Inc. $ 50.00 99.0%
-------
2751 Centerville Road
Suite 000
Xxxxxx Xxxxx Xxxxxx XX
Xxxxxxxxxx, XX 00000
TOTAL $100.00 100%
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