1
EXHIBIT 3.8
AGREEMENT
OF
LIMITED PARTNERSHIP
OF
RIVERWALK LOGISTICS, L.P.
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 5, 2000, is
entered into and executed by Shamrock Logistics GP, LLC, a Delaware limited
liability company, as General Partner, and UDS Logistics, LLC, a Delaware
limited liability company, as Organizational Limited Partner.
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise
clearly indicated to the contrary, apply to the terms used in this Agreement.
"Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Delaware as
described in the first sentence of Section 2.5, as amended or restated from time
to time.
"Delaware Act" means the Delaware Revised Uniform Limited Partnership
Act, as amended from time to time, and any successor to such act.
"General Partner" means Shamrock Logistics GP, LLC, a Delaware limited
liability company, in its capacity as the general partner of the Partnership,
and any successor to Shamrock Logistics GP, LLC, as general partner.
"Limited Partner" means the Organizational Limited Partner and any
other limited partner admitted to the Partnership from time to time.
"Organizational Limited Partner" means UDS Logistics, LLC, a Delaware
limited liability company, acting as the organizational limited partner pursuant
to this Agreement.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means Riverwalk Logistics, L.P., a Delaware limited
partnership.
2
"Percentage Interest" means, with respect to any Partner, the
percentage of cash contributed by such Partner to the Partnership as a
percentage of all cash contributed by all the Partners to the Partnership.
ARTICLE II
ORGANIZATIONAL MATTERS
2.1 Formation. Subject to the provisions of this Agreement, the General
Partner and the Limited Partner have formed the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act. The General Partner
and the Limited Partner hereby enter into this Agreement to set forth the rights
and obligations of the Partners and certain matters related thereto. Except as
expressly provided herein to the contrary, the rights and obligations of the
Partners and the administration, dissolution and termination of the Partnership
shall be governed by the Delaware Act.
2.2 Name. The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, "Riverwalk Logistics, L.P."
(a) Principal Office; Registered Office. The principal office of the
partnership shall be at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
or such other palace as the General Partner may from time to time
designate. The Partnership may maintain offices at such other places as the
General Partner deems advisable.
(b) The address of the Partnership's registered office in the State of
Delaware shall be c/o Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the name of the Partnership's registered
agent for service of process at such address shall be Corporation Service
Company.
2.3 Term. The Partnership shall have perpetual existence.
2.4 Organizational Certificate. A Certificate of Limited Partnership of
the Partnership has been filed the General Partner with the Secretary of State
of the State of Delaware as required by the Delaware Act. The General Partner
shall cause to be filed such other certificates or documents as may be required
for the formation, operation and qualification of a limited partnership in the
State of Delaware and any state in which the Partnership may elect to do
business. The General Partner shall thereafter file any necessary amendments to
the Certificate of Limited Partnership and any such other certificates and
documents and do all things requisite to the maintenance of the Partnership as a
limited partnership (or as a partnership in which the Limited Partners have
limited liability) under the laws of Delaware and any state or jurisdiction in
which the Partnership may elect to do business.
-2-
3
2.5 Partnership Interests. Effective as of the date hereof, the General
Partner shall have a 0.1% Percentage Interest and the Limited Partner shall have
a 99.9% Percentage Interest.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any
lawful activity for which limited partnerships may be organized under the
Delaware Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
At or around the date hereof, the Limited Partner contributed to the
Partnership $999 in cash and the General Partner contributed to the Partnership
$1 in cash.
ARTICLE V
CAPITAL ACCOUNTS; ALLOCATIONS
5.1 Capital Accounts. The Partnership shall maintain a capital account
for each of the Partners in accordance with the regulations issued pursuant to
Section 704 of the Internal Revenue Code of 1986, as amended (the "Code"), and
as determined by the General Partner as consistent therewith.
5.2 Allocations. For federal income tax purposes, each item of income,
gain, loss, deduction and credit of the Partnership shall be allocated among the
Partners in accordance with their Percentage Interests, except that the General
Partner shall have the authority to make such other allocations as are necessary
and appropriate to comply with Section 704 of the Code and the regulations
issued pursuant thereto.
5.3 Distributions. From time to time, but not less often than
quarterly, the General Partner shall review the partnership's accounts to
determine whether distributions are appropriate. The General Partner may make
such cash distributions as it, in its sole discretion, may determine without
being limited to current or accumulated income or gains from any Partnership
funds, including, without limitation, Partnership revenues, capital
contributions or borrowed funds; provided, however, that no such distribution
shall be made if, after giving effect thereto, the liabilities of the
Partnership exceed the fair market value of the assets of the Partnership. In
its sole discretion, the General Partner may, subject to the foregoing proviso,
also distribute to the Partners other Partnership property, or other securities
of the Partnership or other entities. All distributions by the General Partner
shall be made in accordance with the Percentage Interests of the Partners.
-3-
4
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to
control and manage the business and affairs of the Partnership shall be vested
exclusively in the General Partner; the Limited Partner shall not have any power
to control or manage the business and affairs of the Partnership.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except
as provided in Article IV.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up,
upon the expiration of its term as provided in Section 2.3.
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without
the consent of the Limited Partner and may execute, swear to, acknowledge,
deliver, file and record whatever documents may be required in connection
therewith.
ARTICLE X
GENERAL PROVISIONS
10.1 Addresses and Notices. Any notice to the Partnership, the General
Partner or the Limited Partner shall be deemed given if received by it in
writing at the principal office of the Partnership designated pursuant to
Section 2.2(a).
10.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns.
10.3 Integration. This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.
10.4 Severability. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof, or of such provision in other
respects, shall not be affected thereby.
-4-
5
10.5 Applicable Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.
[Signature page follows]
-5-
6
IN WITNESS WHEREOF, this Agreement has been duly executed by
the General Partner and the Organizational Limited Partner as of the date first
above written.
GENERAL PARTNER:
SHAMROCK LOGISTICS GP, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Operating Officer
ORGANIZATIONAL LIMITED PARTNER:
UDS LOGISTICS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
-6-