PARTNERSHIP AGREEMENT
of
SHEARSON OIL SERVICES PARTNERS
THE UNDERSIGNED (the "Partners") are executing this
Partnership Agreement ("Agreement") for the purpose of memorializing the
formation of a partnership (the "Partnership") entered into on September 6,
1989), and do hereby certify and agree as follows:
1. Name. The name of the Partnership shall be Shearson Oil Services
Partners.
2. Purpose. The purpose of the Partnership shall be, directly or
indirectly through subsidiaries or affiliates, to acquire, hold, sell, transfer,
exchange, pledge and dispose of stock in each of Energy Ventures, Inc.
(which subsequently merged into ▇▇▇▇▇▇▇▇▇▇▇ International, Inc.) and Gulf
Applied Technologies, Inc. (which subsequently was renamed Gulfmark
International, Inc.) (the "Investments") and exercise all rights, powers,
privileges and other incidents of ownership or possession with respect to the
Investments, including, without limitation, the voting of the Investments, the
institution and settlement or compromise of suits and administrative proceedings
and other similar matters andto do all things incidental or ancillary thereto.
3. Offices. The principal place of business and office of the
Partnership shall be located at, and the Partnership's business shall be
conducted from, such place or places as ▇▇▇▇▇▇ Brothers Holdings Inc. (together
with its subsidiaries, "LBHI") may designate to the Partners from time to time.
4. Partners. The name and business or residence address of each Partner
of the Partnership are as set forth on Schedule A attached hereto.
5. Term. The term of the Partnership commenced on September 6, 1989 and
shall continue until dissolution of the Partnership in accordance with Section
12 of this Agreement.
6. Management of the Partnership. LBHI shall have the exclusive right to
manage the business of the Partnership, including the right to purchase and
dispose of all or any portion of the Investments at any time and from time to
time, and shall have all powers and rights necessary, appropriate or advisable
to effectuate and carry out the purposes and business of the Partnership. LBHI
may appoint, employ, or otherwise contract with any persons or entities for the
transaction of the business of the Partnership or the performance of services
for or on behalf of the Partnership, and LBHI may delegate to any such person or
entity such authority to act on behalf of the Partnership as LBHI may from time
to time deem appropriate. It is the intent of the Partners that LBHI shall
designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ to manage the affairs of the
Partnership. LBHI may hold the Investments in its name on behalf of the
Partnership.
7. Capital Contributions. All capital contributions (which as of the
date hereof equal $17,151,130) shall be made by LBHI.
8. Assignments of Partnership Interest. No Partner may transfer all or
any part of its interest in the Partnership, nor shall any Partner have the
power to substitute a transferee in its place as a substitute Partner, without,
in either event, having obtained theconsent of all of the other Partners;
provided that LBHI may transfer all or part of its interest to any one or more
of its affiliates.
9. Withdrawal. No Partner shall have the right to withdraw from the
Partnership except with the consent of the other Partners and upon such terms
and conditions as may be specifically agreed upon between Partners. The
provisions hereof with respect to distributions upon withdrawal are exclusive
and no Partner shall be entitled to claim any further or different distribution
upon withdrawal.
10. Allocations and Distributions.
a) All items of Partnership income, gain, loss, deduction and
credit shall be made at such times as LBHI may determine in the following order
of priority:
i)First, to LBHI, until LBHI has received distributions pursuant
to this Section 10(a)(i) equal to all capital contributions made by LBHI to the
Partnership plus a return on such capital contributions equal to LBHI's cost of
funds; and
ii)Thereafter, to the Partners in accordance with the Profit
Percentages set forth on Schedule A hereto.
b) All distributions of cash shall be made consistent with
the allocation of income and loss as set forth in Section 10(a) above.
11. Return of Capital. No Partner has the right to receive, and LBHI has
absolute discretion to make, any distributions to a Partner which include a
return of all or any part of such Partner's capital contribution, provided that
upon the dissolution of the Partnership, the assets of the Partnership shall be
distributed in the same manner as distributions under Section 10(a).
12. Dissolution. The Partnership shall be dissolved and its affairs
wound up and terminated upon the determination of the Partners to dissolve the
Partnership.
13. Amendments. This Agreement may be amended only upon written consent
of all Partners.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of September 22, 2000.
By: ▇▇▇▇▇▇ Brothers Holdings, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Controller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE A
A. PARTNERS
Name & Address
▇▇▇▇▇▇ Brothers Holdings Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇ Brothers Holdings Inc.
3 World Financial Center
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇ Brothers Holdings Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
B. PROFITS PERCENTAGES
▇▇▇▇▇▇ Brothers Holdings Inc. 88.75%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5.625%
▇▇▇▇▇ ▇▇▇▇▇▇▇ 5.625%
