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EXHIBIT 3.6
AGREEMENT OF LIMITED PARTNERSHIP
OF
GRANT PRIDECO, LP
This Agreement of Limited Partnership of Grant Prideco, LP (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 Delaware Revised Uniform
Limited Partnership Act (6 Del. C. Section 17-101, et seq.) (the "Act"),
and hereby agree as follows:
1. Name. The name of the limited partnership formed hereby is
Grant Prideco, LP.
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 The Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805.
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 The Corporation
Service Company, 1013 Centre Road, Wilmington, Delaware
19805.
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
1450 Lake Robbins Drive
Suite 600
The Woodlands, Texas 77380
Limited Partner
Grant Prideco USA, LLC
300 Delaware Avenue, Suite 900
Wilmington, Delaware 19801
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.
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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. 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 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,
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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 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
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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 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 31st day of
March, 2000.
GENERAL PARTNER:
GRANT PRIDECO HOLDING, LLC
By: /s/ PHILIP A. CHOYCE
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Name: Philip A. Choyce
Title: Vice President
LIMITED PARTNER:
GRANT PRIDECO USA, LLC
By: /s/ LINDA S. BUBACZ
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Name: Linda S. Bubacz
Title: Vice President
