EXHIBIT 3.14
XXXXXX PRODUCTION SERVICES COMPANY, L.P. LIMITED
PARTNERSHIP AGREEMENT
XXXXXX PRODUCTION SERVICES COMPANY, L.P.
LIMITED PARTNERSHIP AGREEMENT
THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into
by and between Xxxxxx Publishing Company, a Delaware corporation, as general
partner (the "General Partner"), and Insilco Corporation, a Delaware
corporation, as limited partner (the "Initial Limited Partner").
The General Partner and the Initial Limited Partner hereby form a
limited partnership (the "Partnership") pursuant to and in accordance with the
Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17, of the
Delaware Code), as amended from time to time (the "Act"), and hereby agree as
follows:
1. NAME. The name of the Partnership is Xxxxxx Production Services
Company, L.P.
2. PURPOSE. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. TERM. The term of the Partnership shall begin upon the effective
date of the Certificate of Limited Partnership filed with the Delaware Secretary
of State and shall continue in existence until December 31, 2048, unless its
existence is sooner terminated pursuant to Section 8 of this Agreement.
4. REGISTERED OFFICE. The address of the registered office of the
Partnership in the State of Delaware is: Corporation Service Company, 0000
Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. 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: Corporation Service Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000.
6. PARTNERS. The names and the business, residence or mailing
addresses of the General Partner and the Initial Limited Partner are as follows:
General Partner:
Xxxxxx Publishing Company
0000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
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Initial Limited Partner:
Insilco Corporation
000 Xxxxx Xxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxx, Xxxx 00000
7. POWERS. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
8. DISSOLUTION. The Partnership shall dissolve and its affairs shall
be wound up upon the first to occur of the following: (a) the expiration of the
period fixed for its duration in Section 3 hereof (b) all of the partners of the
partnership shall have approved such dissolution in writing; (c) an event of
withdrawal of the General Partner shall have occurred under the Act; or (d) an
entry of a decree of judicial dissolution shall have occurred under Section
17-802 of the Act; PROVIDED, HOWEVER, that the Partnership shall not be
dissolved or required to be wound up upon an event of withdrawal of the General
Partner if (i) at the time of such event of withdrawal, there is at least one
other general partner of the Partnership who carries on the business of the
Partnership (any remaining general partner being hereby authorized to carry on
the business of the Partnership), or (ii) within ninety (90) days after the
occurrence of such event of withdrawal, all remaining partners agree in writing
to continue the business of the Partnership and to the appointment, effective as
of the date of the event of withdrawal, of one or more additional general
partners of the Partnership.
9. CAPITAL CONTRIBUTIONS AND PARTNERSHIP INTERESTS. As of the date
hereof, the General Partner has contributed certain assets as set forth on
Exhibit A attached hereto and incorporated by reference herein to the
Partnership and shall receive a partnership interest of 99% therefor. The
parties agree that the book value of such assets as of the date hereof shall be
determined by the internal accountants of the Initial Limited Partner as soon as
practicable after the date hereof and that, upon such determination, the Initial
Limited Partner shall contribute cash to the Partnership in an amount equal to
the value of the assets contributed by the General Partner, as so determined,
divided by 99, and that Initial Limited Partner shall receive a partnership
interest of 1% therefor.
10. ADDITIONAL CONTRIBUTIONS. No partner of the Partnership is
required to make any additional capital contribution to the Partnership.
11. ALLOCATION OF PROFITS AND LOSSES. The Partnership's profits and
losses shall be allocated to the partners in proportion to their partnership
interests in the Partnership and shall include all items of income, gain, loss,
deduction, credit or other items affecting the capital accounts under the
Regulations promulgated under Section 704 of the Internal Revenue Code of 1986,
as amended, and otherwise in accordance with generally accepted accounting
principles and procedures applied in a consistent manner.
12. DISTRIBUTIONS. Distributions shall be made to the partners of the
Partnership at such times and in such amounts as determined by the General
Partner. Such
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distributions when made shall be allocated among the partners of the Partnership
in the same proportion as their then capital account balances.
13. ASSIGNMENTS OF PARTNERSHIP INTERESTS; WITHDRAWALS FROM THE
PARTNERSHIP. Any partner may assign all or any part of its partnership interests
in the Partnership and may withdraw from the Partnership at any time without the
consent of the General Partner or any other general or limited partner of the
Partnership.
14. ADMISSION OF ADDITIONAL OR SUBSTITUTE PARTNERS.
(a) One or more additional or substitute limited partners of the
Partnership may be admitted to the Partnership with only the consent of the
General Partner.
(b) One or more additional or substitute general partners of the
Partnership may be admitted to the Partnership with only the consent of the
General Partner.
15. LIABILITY OF INITIAL LIMITED PARTNER. The Initial Limited Partner
shall not have any liability for the obligations or liabilities of the
Partnership except to the extent provided in the Act.
16. 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 legally bound
hereby, have duly executed this Limited Partnership Agreement effective as of
the______ day of January, 1998.
GENERAL PARTNER
XXXXXX PUBLISHING COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx, Vice President
INITIAL LIMITED PARTNER:
INSILCO CORPORATION
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx, Vice President
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EXHIBIT A
TO
LIMITED PARTNERSHIP AGREEMENT
ASSETS CONTRIBUTED BY THE GENERAL PARTNER
All of the "Assets," as such term is defined in a certain General
Conveyance and Assumption Agreement dated as of January 2, 1998,
between Xxxxxx Publishing Company and Xxxxxx Production Services
Company, L.P.
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