EXHIBIT 3.26
AGREEMENT OF LIMITED PARTNERSHIP
OF
PLEXUS DEEPWATER TECHNOLOGIES, LTD.
This Agreement of Limited Partnership of Plexus Deepwater Technologies,
Ltd. (the "Partnership") is entered into by and between Grant Prideco Holding,
LLC, a Delaware limited liability company, as general partner (the "General
Partner") and Grant Prideco USA, LLC, a Delaware limited liability company, as
limited partner (the "Limited Partner").
The General Partner and the Limited Partner hereby form a limited
partnership pursuant to and in accordance with the Texas Revised Uniform Limited
Partnership Act and hereby agree as follows:
1. Name. The name of the limited partnership formed hereby is
Plexus Deepwater Technologies, Ltd..
2. Purpose. The purpose for which the Partnership is organized is
to transact any and all lawful business for which limited partnerships may be
organized under the Act.
3. Registered Office. The registered office of the Partnership in
the State of Texas is_ 0000 Xxxx Xxx Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000.
4. Registered Agent. The name and address of the registered agent
of the Partnership for service of process on the Partnership in the State of
Texas is Grant Prideco, Inc., 0000 Xxxx Xxx Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx
00000.
5. Partners. The names and the business, residence or mailing
addresses of the General Partner and the Limited Partner are as follows:
General Partner
Grant Prideco Holding, LLC
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Limited Partner
Grant Prideco USA, LLC
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
6. Powers. The Partnership shall have the power and authority to
take any and all actions necessary, appropriate, proper, advisable, convenient,
or incidental to or for the furtherance of the purposes set forth in Section 2,
including any and all powers set forth in the Act.
7. Term. The term of the Partnership shall commence on the date
of the filing of the Certificate of Limited Partnership in the Office of the
Secretary of State of the State of Texas and shall be perpetual, unless it is
dissolved sooner as a result of: (a) the written approval of all of the partners
of the Partnership, (b) an entry of a decree of judicial dissolution under the
Act, or (c) any other event causing dissolution under the Act.
8. Capital Contributions.
1. Initial Capital Contributions. Upon execution of this
agreement, the General Partner shall contribute 1% of the Initial
Capital Contribution (as hereinafter defined) to the Partnership and
the Limited Partner shall contribute 99% of the Initial Capital
Contribution to the Partnership. Initial Capital Contribution shall
mean assets in the form and cash in the amount contributed by the
Partners, upon the execution of this agreement, to the capital of the
Partnership.
2. Subsequent Capital Contributions. The partners of the
Partnership shall contribute such amounts, in cash or other property,
to the Partnership as they may agree from time to time.
9. No Further Liability. The liability of the Limited Partner to
the Partnership shall be limited to the amount of its capital contribution made
pursuant to Sections 8(a) and 8(b), and the Limited Partner shall not have any
further liability to contribute money to, or in respect of, the liabilities or
the obligations of the Partnership unless it agrees in writing to make
additional capital contributions to the Partnership, nor shall the Limited
Partner be personally liable for any obligations of the Partnership, except as
may be provided in the Act.
10. Allocations of Profit and Losses. The Partnership's profits
and losses shall be allocated in proportion to the total capital contributions
of the partners of the Partnership.
11. Distributions. The Partnership shall make cash distributions
to the partners at such times and in such amounts as determined by the General
Partner. Cash available for distribution shall be distributed to the partners of
the Partnership in the same proportion as their then capital account balances.
12. Tax Matters Partner. The General Partner is designated tax
matters partner as defined in section 6231(a)(7) of the Internal Revenue Code,
of 1986, as amended.
13. Indemnification.
1. The General Partner, its officers or directors, or
any person performing a similar function (individually, an
"Indemnitee") may be indemnified and held harmless by the Partnership
from and against any and all losses, claims, damages, judgments,
liabilities, obligations, penalties, settlements and reasonable
expenses (including legal fees) arising from any and all claims,
demands, actions, suits or proceedings, civil, criminal,
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administrative or investigative, in which the Indemnitee may be
involved, or threatened to be involved, as a party or otherwise, by
reason of its status as (x) the General Partner, or (y) an officer or
director of the General Partner, regardless of whether the Indemnitee
continues to be the General Partner or an officer or director of the
General Partner at the time any such liability or expense is paid or
incurred, unless the act or failure to act giving rise to indemnity
hereunder was performed or omitted with the intent to defraud or
deliberately cause injury to a Limited Partner.
2. The Partnership through the General Partner, in its
sole discretion, may purchase and maintain insurance on behalf of the
General Partner and such other persons as the General Partner shall
determine, in its sole discretion, against any liability that may be
asserted against or expense that may be incurred by such person in
connection with the Partnership's activities, regardless of whether the
Partnership would have the power to indemnify such person against such
liability under the provisions of this Partnership Agreement.
3. Expenses incurred by any Indemnitee in defending any
claim with respect to which such Indemnitee may be entitled to
indemnification by the Partnership hereunder (including without
limitation reasonable attorneys' fees and disbursements) may, to the
maximum extent permitted by law, be advanced by the Partnership prior
to the final disposition of such claim, upon receipt of a written
undertaking by or on behalf of such Indemnitee to repay the advanced
amount of such expenses unless it is determined ultimately that the
Indemnitee is entitled to indemnification by the Partnership under
Section 13(a).
4. The indemnification provided in this Section 13 is
for the benefit of the Indemnitees and shall not be deemed to create
any right to indemnification for any other persons.
14. Certification of Membership Interests. The member hereby
specify, acknowledge and agree that all interests in the Company are securities
governed by Article 8 and all other provisions of the Uniform Commercial Code as
adopted and amended in the State of Texas (the "UCC"), and pursuant to the terms
of Section 8.103 of the UCC, such interests shall be "securities" for all
purposes under such Article 8 and under all other provisions of the UCC, and
that the ownership interest of the Member shall be recognized by a form of
Membership Certificate attached hereto as Annex A ("Certificates"). Certificates
shall be numbered and executed by the President and Secretary of the Company and
shall be entered into a membership transfer register as they are issued, which
register shall be maintained by the Secretary of the Company. Upon surrender to
the Secretary of the Company of a certificate for membership interests duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Company to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
15. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Texas, all rights and remedies being
governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
duly executed this Agreement of Limited Partnership as of the 5th day of
November, 2001.
GENERAL PARTNER:
GRANT PRIDECO HOLDING, LLC
By:
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Name:
Title:
LIMITED PARTNER:
GRANT PRIDECO USA, LLC
By:
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Name:
Title:
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