Exhibit 3.47
LIMITED PARTNERSHIP AGREEMENT
OF
KLM/ERA HELICOPTERS C.V.
(A "COMMANDITAIRE VENNOOTSCHAP")
THIS LIMITED PARTNERSHIP AGREEMENT, is made as of 1 November 1991 by and
between,
1. KLM/ERA HELICOPTERS B.V., a company incorporated under the laws of the
Netherlands, having its official seat at Schiphol (the "General
Partner");
2. ROWAN AVIATION (NETHERLANDS) B.V., a company incorporated under the laws
of the Netherlands, having its official seat at Amsterdam ("Rowan");
3. BLUE YONDER I B.V., a company incorporated under the laws of the
Netherlands, having its official seat at Amstelveen ("Blue Yonder");
(each of Rowan and Blue Yonder a "Limited Partner", and collectively the
"Limited Partners");
(the General Partner and the Limited Partners are herein collectively referred
to as the "Partners");
WHEREAS, the Partners are desirous of entering into an Agreement of Limited
Partnership ("Commanditaire Vennootschap") under the laws of the Netherlands;
NOW THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the Partners do hereby agree to the following:
SECTION 1
FORMATION OF PARTNERSHIP
The Partners hereby form a "Commanditaire Vennootschap" (the "Partnership")
pursuant to the Commercial Code (Wetboek van Koophandel) of the Netherlands.
SECTION 2
NAME
The business of the Partnership shall be conducted under the name: KLM/ERA
HELICOPTERS C.V.
The Partnership has its seat at: Schiphol, municipality of Haarlemmermeer. The
Partnership shall be registered with the Trade Register of the Chamber of
Commerce at Haarlem, the Netherlands.
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SECTION 3
DEFINITIONS
"Agreement" means this Partnership Agreement, as amended, modified, or
supplemented from time to time.
"Bankruptcy" shall be deemed to have occurred with respect to any Partner after
the happening of any of the following: (1) the filing of an application by a
Partner for a suspension of payments (surseance van betaling); (2) the filing by
a Partner of a voluntary petition for bankruptcy (faillissement); (3) the filing
by a Partner of an answer admitting the material allegations of, or consenting
to, or defaulting in answering a bankruptcy petition filed against the Partner
in any bankruptcy proceeding; or (4) the entry of an order, judgment, or decree
by any court of competent jurisdiction adjudicating a Partner a bankrupt or
appointing a trustee of the Partner's assets.
"Capital Account" means with respect to each Partner, the account established on
the books and records of the Partnership for each Partner under Section 10.01.
Each Partner's Capital Account shall initially equal the cash and the agreed
value of property (net of liabilities assumed or to which the property is
subject) contributed by the Partner to the Partnership, and during the term of
the Partnership shall be (1) increased by (a) the amount of any money and the
agreed value of property (net of any liabilities assumed or to which the
property is subject) subsequently contributed to the Partnership by such Partner
and (b) the amount of the profits, if any, allocated to such Partner pursuant to
Section 9 of this Agreement, and (2) decreased by (a) the amount of all cash and
the agreed value of property (net of liabilities assumed or to which the
property is subject) distributed, for whatever reason, to such Partner and (b)
the amount of losses, if any, allocated to such Partner pursuant to Section 9 of
this Agreement.
"Capital Contributions" means the amount of money or the agreed value of the
contribution to the Partnership by a Partner.
"General Partner" means KLM/ERA Helicopters B.V., or any General Partner
substituted for it in accordance with Section 13.
"Interest" means the entire interest of a Partner in the Partnership.
"Losses" with respect to any fiscal year mean the losses, if any, that appear
from the profit and loss statement prepared for that fiscal year by the General
Partner in accordance with Section 10.02 of this Agreement.
"Limited Partner" means each of Rowan and Blue Yonder, any Limited Partner
admitted to the Partnership in accordance with Section 13, and any Partner
substituted for a Limited Partner in accordance with Section 13.
"Meeting of Partners" means a meeting of the Partners held in accordance with
Section 15.
"Partners" means the Limited Partners and the General Partner.
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"Partnership Percentage" means with respect to each Partner the percentage set
forth next to its name on Annex A hereto, as amended from time to time. The
aggregate of the Partnership Percentages shall always be equal to one hundred
percent (100%). Distributions or allocations made in proportion to or in
accordance with the Partnership Percentages of the Partners shall be based upon
the Partnership Percentages as of the record date for those distributions.
"Profits" with respect to any fiscal year mean the profits, if any, that appear
from the profit and loss statement prepared for that fiscal year by the General
Partner in accordance with Section 10.02 of this Agreement.
SECTION 4
BUSINESS OF THE PARTNERSHIP
The business objects of the Partnership are:
1. the conducting of the air transportation business in general and the
transportation by means of helicopters in particular, and further all
that is connected therewith in the judgment of the General Partner, all
this for the account of the Partnership as well as for the account of, or
jointly or in cooperation with, third parties;
2. to acquire, hold and alienate participations in other companies and
enterprises, to manage such companies and enterprises, to finance such
companies and enterprises, to give guarantees and other security also for
the benefit of third parties, to render management services and other
services to companies and enterprises and to acquire, alienate and
operate fleet, real property and other assets, all in the widest sense.
SECTION 5
NAMES AND ADDRESSES OF PARTNERS
The names and addresses of the Partners are as set forth on Annex B, as will be
amended from time to time with respect to the address of any Partner, upon that
Partner notifying the General Partner in writing of a different address.
SECTION 6
TERM
The Partnership has been formed for an unlimited period of time.
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SECTION 7
CAPITAL AND CONTRIBUTIONS
7.01 Initial Capital Contributions
The Partners shall initially make Capital Contributions as specified on
Annexes C, D and E hereto. The General Partner shall also contribute and
continue to contribute its labor, management skills and know how. The
Partners' initial Capital Contributions shall be made as soon as
practicable after execution of this Agreement.
7.02 Additional Capital Contributions
In no event shall a Limited Partner, without its consent, be required to
make an additional Capital Contribution. Additional Capital Contributions
by any Partner may only be made if all Partners consent thereto in
writing.
7.03 Interest on Capital Contributions
No Partner shall be paid interest on any Capital Contribution.
7.04 Withdrawal of Capital Contributions
No Partner shall be entitled to withdraw any part of its Capital
Contribution except as provided by this Agreement.
SECTION 8
DISTRIBUTIONS
8.01 Distributions of Profits
Out of the (accumulated) Profits of the Partnership such distributions
shall be made as shall from time to time be determined by the General
Partner. Such distributions shall be made among the Partners in
accordance with and in proportion to their respective Partnership
Percentages.
8.02 Other Distributions
Except as provided by this Agreement no other distribution will be made
to any Partner, unless all of the Partners agree thereto in writing.
SECTION 9
ALLOCATION OF PROFITS AND LOSSES
Profits will be allocated among the Partners in accordance with their
respective Partnership Percentages, pro rata, as of the close of the
fiscal year concerned. Losses will
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be allocated among the Partners in accordance with their respective
Partnership Percentages, pro rata, as of the close of the fiscal year
concerned.
SECTION 10
BOOKS OF ACCOUNT, RECORDS, AND REPORTS
10.01 Responsibility for Books and Records
Proper and complete records and books of account of the Partnership shall
be kept by the General Partner in which shall be entered fully and
accurately all transactions and other matters relative to the
Partnership's business as are usually entered into records and books of
account maintained by persons engaged in businesses of a like character,
including a Capital Account for each Partner. The Partnership books and
records shall be prepared on the basis determined in the best interests
of the Partnership by the General Partner with due observance to Section
10.04 hereof. The books and records of the Partnership shall at all times
be maintained at the address of the General Partner and shall be open to
inspection and examination by the Partners or their duly authorized
representatives (including without limitation auditors and counsel)
during reasonable business hours.
10.02 Reports to Partners
As soon as practicable, but in any event not later than two months after
the close of each fiscal year, the General Partner shall deliver to every
other Partner:
(1) Such information concerning the Partnership after the close of
that fiscal year as shall be necessary for the preparation by such
a Partner of his income or other tax returns.
(2) A statement prepared by the General Partner setting forth, as of
the close of and for that fiscal year, a profit and loss
statement, a balance sheet and a statement of changes in the
financial position of the Partnership and a statement showing the
amounts allocated to or against each Capital Account during that
year. Any such statements and balance sheets shall be prepared in
accordance with the provisions set forth in sections 360 through
414 of Book 2 of the Netherlands Civil Code and shall be audited
by a recognized firm of independent auditors selected by the
General Partner.
(3) Other information as in the judgment of the General Partner shall
be reasonably necessary for the other Partners to be advised of
the results of operations of the Partnership.
10.03 Monthly Reports
The General Partner shall each month prepare and deliver to the Partners
an unaudited statement setting forth, as of and for the preceding month,
a profit and loss statement, a balance sheet and a statement of changes
in the financial position of the Partnership.
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10.04 In the books of the Partnership the assets acquired pursuant to the
initial contributions by the Partners shall be valued on the basis of the
agreed value thereof as appears from the Annexes C, D and E.
SECTION 11
FISCAL YEAR
The fiscal year of the Partnership shall begin on the 1st of April and end on
the 31st of March of each year and close for the first time on 31 March 1992.
SECTION 12
PARTNERSHIP FUNDS
The funds of the Partnership shall be deposited in such bank account or
accounts, or invested in such interest bearing or non-interest-bearing
investments, as shall be designated by the General Partner. All withdrawals from
any such bank accounts shall be made by the General Partner only. Partnership
funds shall be held in the name of the General Partner and shall not be
commingled with those of any other person.
SECTION 13
ADMISSION, SUBSTITUTION AND
WITHDRAWAL OF PARTNERS
13.01 Admission of New Partner
Admission of a new Partner shall require the unanimous written consent of
all Partners, which consent may be withheld in their absolute discretion.
The Partners shall determine the Capital Contribution and the Partnership
Percentage of the new Partner.
13.02 Assignment and Substitution
A Partner may assign all of its Interest provided that the other Partners
unanimously consent, in writing, to the assignment (which consent may be
withheld in their absolute discretion). The assignee shall become a
substituted Partner, in the following manner and subject to the following
conditions:
(1) Each assignment shall be effective as of the day on which all
Partners consent to the transfer.
(2) No assignment shall be effective if the assignment would result in
the termination of the Partnership for purposes of then applicable
statutory provisions.
The substituted Partner shall be entitled to receive the share of
distributions, income, and losses to which the assigning Partner would
otherwise be entitled and shall otherwise acquire all rights of the
assigning Partner under this Agreement. Unless an assignee
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becomes a substituted General Partner, the assignee shall have no right
to interfere in the management or administration of the Partnership's
business or affairs. A substituted Partner has a right to require any
information or account of Partnership transactions, or to inspect the
Partnership's books.
13.03 New Partners and Substituted Partners Bound by Agreement
A new Partner and a substituted Partner must, as condition precedent to
becoming a Partner, agree in writing, in a form satisfactory to the
General Partner, to be subject to and bound by all the provisions of this
Agreement as if originally a party to this Agreement. Upon admission of a
new Partner or assignment to a substituted Partner the Annexes to this
Agreement shall be amended accordingly.
13.04 Withdrawal from Partnership
No Partner may withdraw from the Partnership, otherwise than as provided
for in this Section 13.
13.05 Bankruptcy of Limited Partner
Upon the Bankruptcy of any Limited Partner, that Limited Partner (an
"Inactive Partner") or its representative shall cease to have any voice
in any meeting of Partners and all acts, consents, and decisions with
respect to the Partnership shall thereafter be made by the other
Partner(s). The Inactive Partner shall, nonetheless, remain liable for
its share of any losses of the Partnership and shall be entitled to
receive any distributions made pursuant to this Agreement. For six months
from and after the date of the Bankruptcy of any Partner, the other
Partner(s) shall have the irrevocable option to purchase the Inactive
Partner's Interest in the Partnership. That purchase shall be made in
proportion to the respective Partnership Percentages of the purchasing
Partner(s) at the time or in such other proportion as the latter may
mutually agree. Should any or all of the other Partners exercise their
option to purchase the Inactive Partner's Interest, they shall give
written notice to the Inactive Partner or its representative of their
intention to do so within this six-month period. The effective date of
the purchase shall be as specified by the purchasing Partner(s), but in
any event not later than three months from the date of the notice. The
purchase price of any Interest purchased pursuant to this Section 13.05
shall be the Contract Price as defined by section 13.06 and shall be
payable at the time and in the manner specified in Section 13.07. Should
the other Partner(s) not exercise the option to purchase the Inactive
Partner's Interest, the Inactive Partner shall remain such in accordance
with the provisions set forth above.
13.06 Contract Price
The Contract Price shall be equal to seventy-five percent (75%) of the
value of the Inactive Partner's Interest as of the date of the Bankruptcy
as calculated in accordance with the formula set forth on Annex F. The
Contract Price shall be determined within sixty days after the date of
the notice that the option will be exercised. If the purchasing
Partner(s) and the Inactive Partner or its representative are unable to
agree on the
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Contract Price within said sixty days, the determination shall be made by
an appraisal performed by an independent auditor to be selected by the
General Partner.
13.07 Payment - Time and Manner
a. The Contract Price shall be paid for, at the option of the
Partnership or the purchasing Partner(s), whichever is applicable,
either (1) all in cash at the time of withdrawal or purchase of
the Interest, or (2) by a downpayment computed in accordance with
Section 13.07(b) and delivery of a promissory note signed by the
Partnership or the purchasing Partner(s).
b. if the second option in Section 13.07(a) above is selected, a
downpayment of twenty-five percent (25%) of the Contract Price
shall be made. The remaining unpaid portion of the Contract Price
shall be represented by a promissory note providing for four equal
annual installments of the remaining unpaid portion of the
Contract Price, each installment due on the anniversary of the
withdrawal or purchase of the Interest. The promissory note shall
provide that interest at an annual rate equal to the lowest AIBOR
in effect at the date of the making of the note, shall be paid
with each payment of principal from the date of purchase of the
Interest on the portion of the note remaining unpaid from time to
time.
13.08 Adjustment of Partnership Percentages
If a new Partner is admitted pursuant to Section 13.01 or the Interest of
an Inactive Partner is purchased pursuant to Section 13.05, the
Partnership Percentages of the original or remaining Partner(s) shall
immediately be recalculated and the Annexes to this Agreement shall be
amended accordingly.
13.09 Rights of the General Partner
The General Partner may not purchase the whole or a part of a Partners'
Interest without the prior written consent of all of the Limited Partners
(not including an Inactive Partner).
SECTION 14
MANAGEMENT AND ADMINISTRATION OF BUSINESS
14.01 Authority of General Partner
The General Partner shall have the authority to manage the day-to-day
operations and affairs of the Partnership and to make decisions regarding
the business of the Partnership. Any action taken by the General Partner
shall constitute the act of and serve to bind the Partnership. Any action
by the General Partner on behalf of the Partnership shall be, or shall be
deemed to be, also an action by the General Partner on behalf of itself,
so that all of the provisions of the Articles of Association (statuten)
of the General Partner shall apply to such actions, in particular the
provisions that subject certain actions of its Managing Board (statutair
bestuur) to the approval of its Supervisory Board (raad van
commissarissen).
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14.02 Assets held in the name of the General Partner
Legal title (de zakenrechtelijke eigendom) to all tangible and intangible
assets and liabilities, including without limitation all contracts
concluded and licenses and permits obtained by the Partnership, shall be
held by and in the name of the General Partner. Between the Partners the
undivided beneficial interest (economische eigendom) of the assets and
liabilities of the General Partner shall be deemed to be vested with the
Partnership.
14.03 Authority of Limited Partners
The Limited Partners shall refrain from any act of management of the
Partnership and shall not conduct any business affairs of the
Partnership. The Limited Partners shall not act as proxy for the General
Partner.
SECTION 15
MEETING OF PARTNERS
15.01 Time
A Meeting of Partners shall be held annually within three months after
the close of the fiscal year of the Partnership. The General Partner is
entitled to call a special Meeting of Partners and will call such special
meeting at the request of any Limited Partner.
15.02 Place
The Meeting of Partners shall be held at the place where the Partnership
has its registered seat or in Amsterdam, Amstelveen, Houston or Anchorage
as designated by the General Partner. At least thirty (30) days prior to
the Meeting the Partners shall be notified by the General Partner of the
time, date and place of the Meeting. The notification shall set forth the
agenda of the Meeting. If there has been any inconsistency in the manner
a Meeting has been called, resolutions may nonetheless be passed,
provided that all Partners are present or represented at the Meeting.
15.03 Voting
At a Meeting of Partners each Partner will have one vote. Resolutions can
only be made if all Partners are present or represented at a Meeting and
shall then be passed with a simple majority of the votes cast.
15.04 Resolution outside Meetings
Any action which may be taken at any annual or special Meeting of
Partners, may be taken without a Meeting if a consent in writing -
including telegraphic, telefax and telex message - setting forth the
action so taken shall be signed by all Partners.
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SECTION 16
DISSOLUTION OF THE PARTNERSHIP
The occurrence of any one of the following events shall cause an immediate
dissolution of the Partnership:
(1) the sale or disposition of all or substantially all of the assets
of the Partnership;
(2) the affirmative vote for dissolution of the Partnership by all
Partners; or
(3) the Bankruptcy of the General Partner.
Neither the admission of a Partner to the Partnership, nor the Bankruptcy of a
Limited Partner shall cause dissolution of the Partnership.
Sections 1683 and 1686 of the Civil Code (Burgerlijk Wetboek) of the Netherlands
shall not apply to this Agreement in any respect.
SECTION 17
WINDING UP, TERMINATION. AND LIQUIDATING
DISTRIBUTIONS
17.01 Winding Up
If the Partnership is dissolved and its business is not continued, the
General Partner or its successor shall commence to wind up the affairs of
the Partnership and to liquidate the Partnership's assets. The Partners
shall continue to share profits and losses during the period of
liquidation in accordance with Section 9. Following the occurrence of any
of the events set forth in Section 16, the Partners shall determine
whether the assets of the Partnership are to be sold or whether the
assets are to be distributed to the Partners. If assets are distributed
to the Partners, all such assets shall be valued at their then fair
market value as determined by the Partners and the difference, if any, of
the fair market value over (or under) the adjusted basis of such property
to the Partnership shall be credited (or charged) to the Capital Accounts
of the Partners in accordance with Section 9. Such fair market value
shall be used for purposes of determining the amount of any distribution
to a Partner pursuant to Section 17.02. If the Partners are unable to
agree on the fair market value of any asset of the Partnership, the fair
market value shall be determined by an independent auditor to be selected
by the General Partner.
17.02 Distributions upon liquidation
Subject to the right of the General Partner to set up such cash reserves
as may be deemed reasonably necessary for any contingent or unforeseen
liabilities or obligations of the Partnership, the proceeds of the
liquidation and any other funds of the Partnership existing at the time
of such winding up and liquidation shall be distributed:
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(1) To creditors, in the order of priority as provided by law. The
term "creditors" in the preceding sentence shall include the
Partners if and to the extent they have claims arising out of
loans, if any, made by them to the Partnership, or for
reimbursement for Partnership expenses, if any, paid by them.
(2) To the Partners in proportion to the balances of their respective
Capital Accounts until they have received an amount equal to the
balances of their Capital Accounts immediately prior to such
distribution, but after adjustment for gain or loss with respect
to the disposition of the Partnership's assets incident to the
dissolution of the Partnership and the winding up of its affairs,
whether or not the disposition occurs prior to the dissolution of
the Partnership.
(3) To the Partners in accordance with their Partnership Percentages.
17.03 Final Reports
Within a reasonable time following the completion of the liquidation of
the Partnership's properties, the General Partner shall supply to each of
the other Partners a statement that shall set forth the assets and
liabilities of the Partnership as of the date of complete liquidation,
each Partner's portion of distributions pursuant to Section 17.02, and
the amounts paid to the General Partner pursuant to Section 17.02.
17.04 Termination
Upon the completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Partnership shall terminate.
SECTION 18
NOTICES
All notices and demands required or permitted under this Agreement shall be in
writing and may be sent by certified or registered mail or similar delivery
service, postage prepaid, to the Partners at their addresses as shown on Annex
B, as amended from time to time, and shall be deemed given three business days
after being mailed or delivered to the service.
SECTION 19
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of
the Netherlands. Any dispute arising out of or in connection with this Agreement
shall be submitted to the competent court in Amsterdam, the Netherlands.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on 7 November
1991.
KLM/ERA HELICOPTERS B.V.
---------------------------
By : Xxxxx W.C.L. Schoevers
Title: Managing Director
BLUE YONDER I B.V.
---------------------------
By: Koninklijke Luchtvaart Maatschappij N.V.
By : Hugo X.X. xxx Xxxxxxx
Title: Attorney-in-fact
ROWAN AVIATION (NETHERLANDS) B.V.
---------------------------
By: Xxxxxx X. Xxxxx
Title: Managing Director
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ANNEX A
PARTNERSHIP PERCENTAGES
IN
KLM/ERA HELICOPTERS C.V.
as of
1 November 1991
Name Percentage
----- ------------
KLM/ERA HELICOPTERS B.V. 1.0% of the first Dfl 10 million of Profits (or
(General Partner) Losses) plus 0.1% of the amount, if any, by
which the Profits (or Losses) exceed Dfl 10 million
BLUE YONDER I B.V. 51% of the balance of the Profits (or Losses)
(Limited Partner) after calculation of the percentage of the
General Partner as stated above
ROWAN AVIATION 49% of the balance of the Profits (or Losses)
(NETHERLANDS) B.V. after calculation of the percentage of the
(Limited Partner) General Partner as stated above
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ANNEX B
NAMES AND ADDRESSES OF PARTNERS
IN
KLM/ERA HELICOPTERS C.V.
as of
1 November 1991
Name
----
KLM/ERA HELICOPTERS B.V. (General Partner)
X.X. Xxx 0000
0000 XX Xxxxxxxx Xxxxxxx
Xxx Xxxxxxxxxxx
Fax No. (31) (00) 000 0000
Attention: Managing Director
BLUE YONDER I B.V. (Limited Partner)
Xxxxxxxxxxxxxx 00
0000 XX Xxxxxxxxxx
Xxx Xxxxxxxxxxx
Fax No. (31) (00) 000 0000
Attention: Head of Legal Department
ROWAN AVIATION (NETHERLANDS) B.V. (Limited Partner)
5450 Transco Tower
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Xxxxxx Xxxxxx of America
Fax No. (1) (000) 000 0000
Attention: X.X. Xxxxxx
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COPIE
ener akte houdende
OPRICHTING
van
de besloten vennootschap met
beperkte aansprakelijkheid:
Xxxxxxxxx Aircraft Maintenance B.V.,
gevestigd xx Xxxx (Limburg).
----------------------------
Akte d.d. 29 september 1987.
