Exhibit 3.50
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
XXXX-HYCALOG OPERATING, L.P.
This Amended and Restated Agreement of Limited Partnership of
Xxxx-Hycalog Operating, L.P. (the "Partnership") is entered into by and between
Xxxx-Hycalog L.L.C., a Delaware limited liability company, as general partner
(the "General Partner") and GP USA Holding, LLC, a Delaware limited liability
company, as limited partner (the "Limited Partner").
WHEREAS, by Agreement dated effective as of December 2, 2002, the
Partnership was formed pursuant to the Delaware Revised Uniform Limited
Partnership Act (6 Del. C. Section 17-101, et. seq.) (the "Act");
WHEREAS, the Agreement of Limited Partnership was amended and restated
as of December 19, 2002;
WHEREAS, the General Partner and the Limited Partner have acquired all
of the outstanding partnership interests in the Partnership from persons who
previously formed and held all of the outstanding interests in the limited
partnership.
NOW, THEREFORE, it is agreed that the Amended and Restated Agreement of
Limited Partnership dated as of December 19, 2002, is hereby amended and
restated in its entirety to provide as follows:
1. Name. The name of the limited partnership formed and continued hereby is
Xxxx Hycalog Operating, L.P.
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 Delaware is c/o Capitol Services, Inc., 000 X. XxXxxx Xxxxxxx, Xxxxx,
Xxxxxxxx 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
Delaware is Capitol Services, Inc., 000 X. XxXxxx Xxxxxxx, Xxxxx,
Xxxxxxxx 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
Xxxx-Hycalog L.L.C.
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Limited Partner
GP USA Holding, LLC
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
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. Terms. 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 Sate of Delaware 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 Section 17-802 of the Act, or (c) any other
event causing dissolution under the Act.
8. Capital Contributions.
1. Initial Capital Contributions. Prior to the execution of this
agreement, the General Partner (or its predecessor in interest)
has contributed 1% of the Initial Capital Contribution (as
hereinafter defined) to the Partnership and the Limited Partner
(or its predecessor in interest) has contributed 99% of the
Initial Capital Contribution to the Partnership. Initial Capital
Contribution shall mean assets in the form and cash in the
amount initially contributed by the Partners (or their
predecessors in interest) 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 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, and
"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,
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 Partnership Interests. The Partners hereby
specify, acknowledge and agree that all interests in the
Partnership are securities governed by Article 8 and all other
provisions of the Uniform Commercial Code as adopted and amended
in the State of Delaware (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 Partners shall be recognized by a form of Partnership
Certificate attached hereto as Annex A ("Certificates").
Certificates shall be numbered and executed by the President and
Secretary of the Partnership or the General Partner and shall be
entered into a partnership transfer register as they are issued,
which register shall be maintained by the Secretary of the
Partnership or the General Partner. Upon surrender to the
Secretary of the Partnership or the General Partner of a
certificate for partnership interests duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Partnership
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 Delaware, all rights
and remedies being governed by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
duly executed this Agreement of Limited Partnership as of the 20th day of
December, 2002.
GENERAL PARTNER:
XXXX-HYCALOG L.L.C.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
LIMITED PARTNER:
GP USA HOLDING, LLC
By:
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Name: Xxxx Xxxxxx
Title: Vice President
