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EXHIBIT 3.1
LIMITED PARTNERSHIP AGREEMENT
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
This
Limited Partnership Agreement of Hanover Compression L.P. is
made
and entered into to be effective as of the
8 day of December, 2000, by and among
Hanover LLC 3, LLC, a Delaware limited
liability company, as general partner,
and Hanover Compression Limited Holdings,
LLC, a Delaware limited liability
company, as limited partner. All
capitalized terms used herein shall have the
meaning set forth in Section 1.08 hereof
and Exhibit A hereto unless the context
clearly indicates otherwise.
WITNESSETH:
For and in consideration of the mutual covenants set forth herein
and
for other good and valuable consideration,
the adequacy, receipt and sufficiency
of which are hereby acknowledged, the
Partners hereby agree as follows:
ARTICLE I.
ORGANIZATION AND PURPOSE
Section 1.01 Formation of Limited Partnership. The Partners
hereby
agree to form a limited partnership
pursuant to the Act.
Section 1.02 Name. The
name of the Partnership shall be Hanover
Compression Limited Partnership or such
other name as shall be selected by the
General Partner. All business and affairs
of the Partnership shall be conducted
solely under, and all Partnership Assets
shall be held solely in, such name
unless otherwise determined by the General
Partner.
Section 1.03 Effective Date and Term. The Partnership shall be
in
effect for a term beginning on the
Effective Date and shall continue under this
Agreement (as amended from time to time)
until dissolved upon the occurrence of
an event that causes the dissolution of the
Partnership in accordance with the
provisions of this Agreement, and
thereafter to the extent provided by
applicable law, until wound up and
terminated as provided herein.
Section 1.04 Business and Purpose. The business and purpose of
the
Partnership is to engage in any and all
business activities that may be lawfully
conducted under the Act.
Section 1.05 Documents. The Partners hereby ratify and approve
the
actions of the General Partner in executing
the Certificate in accordance with
the Act and causing the same to be filed in
the office of the Secretary of State
of the State of Delaware on December 7,
2000.
Section 1.06 Principal Place of Business. The principal place
of
business of the Partnership shall
be 12001 North Houston Rosslyn, Houston,
Texas, 77806 or at such other
place or places as the General Partner may
designate from time to time. The
General Partner shall be responsible for
maintaining at the Partnership's
principal place of business those records
required by the Act to be
maintained there.
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Section 1.07 Registered Agent and Office. The registered agent
for
service of process on the Partnership in
the State of Delaware or any other
jurisdiction shall be The Corporation Trust
Company or such other Person or
Persons as the General Partner may
designate from time to time. The registered
office of the Partnership in the State of
Delaware shall be at 1209 Orange
Street, Wilmington, Delaware 19801 or such
other place as the General Partner
may designate from time to time.
Section 1.08 Certain Definitions. As used in this Agreement,
the
following terms shall have the meanings
specified as follows:
"ACT" shall mean the Delaware Revised Uniform Limited Partnership
Act,
Del. Code Ann., Sections 17-101, et seq.,
or, from and after the date any
successor statute becomes, by its terms,
applicable to the Partnership, such
successor statute, in each case as amended
at such time by amendments that are,
at that time, applicable to the
Partnership. All references to sections of the
Act include any corresponding provision or
provisions of any such successor
statute.
"AFFILIATE"
shall mean, with respect to any specified Person, (i) any
Person that directly or indirectly, through
one or more intermediaries,
controls, is controlled by, or is under
common control with the specified Person
or (ii) any Person that is an officer or
director of, partner in, or trustee of,
or serves in a similar capacity with
respect to, the specified Person or of
which the specified Person is an officer,
director, partner or trustee, or with
respect to which the specified Person
serves in a similar capacity. As used in
this definition of "Affiliate", the terms
"controls", "controlled by" and "under
common control with" shall mean the
possession, directly or indirectly, of the
power to direct or cause the direction of
the management and policies of a
Person, whether through the ownership of
voting securities, by contract or
otherwise.
"AGREEMENT" shall mean this Limited Partnership Agreement, as from
time
to time amended, supplemented or
restated.
"CAPITAL CONTRIBUTIONS" shall mean, with respect to any
Partner,
such Partner's total contributions
to the capital of the Partnership pursuant
to this Agreement.
"CERTIFICATE" shall mean the Partnership's Certificate of
Limited
Partnership, as such Certificate
may from time to time be amended or restated.
"CORPORATION ELECTION" shall have the meaning set forth in Section
4.01
hereof.
"COVERED PERSON" shall have the meaning set forth in Article
VII
hereof.
"EFFECTIVE DATE" shall mean the date set forth in the opening
paragraph of this Agreement.
"ENTITY" shall mean any corporation, general partnership,
limited
partnership, limited liability
company, joint venture, trust, business trust,
cooperative, association or other
entity.
"GENERAL PARTNER" shall mean Hanover LLC 3, LLC and/or any other
Person
admitted to the Partnership as a General
Partner pursuant to the terms
hereof.
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"LIMITED PARTNER" shall mean Hanover Compression Limited
Holdings,
LLC and/or any other Person
admitted to the Partnership as a Limited Partner
pursuant to the terms hereof.
"PARTNER" and "PARTNERS" shall mean, as the context requires,
each
or all of the General Partner and the
Limited Partners.
"PARTNERSHIP" shall mean Hanover Compression Limited Partnership,
a
Delaware limited partnership, and its
successors.
"PARTNERSHIP ASSETS" shall mean all assets, whether tangible or
intangible and whether real, personal or
mixed, at any time owned by the
Partnership.
"PERCENTAGE INTEREST" shall mean for each Partner the
percentage
interest in the Partnership set forth
opposite its name on the attached Schedule
A which is made a part of this Agreement
for all purposes.
"PERSON" shall mean any natural person or Entity.
"SUBSTITUTED PARTNER" shall mean any Person admitted to the
Partnership
in connection with the Transfer of an
interest pursuant to Section 5.02 hereof.
"TERMINATING PARTNER" shall have the meaning set forth in Section
6.05
hereof.
"TRANSFER" shall have the meaning set forth in Section 5.01
hereof.
"WITHDRAWING PARTNER" shall have the meaning set forth in Section
6.03
hereof.
ARTICLE II.
OPERATIONS
Section 2.01 Management of Partnership.
(a) The
General Partner shall have exclusive control over
the business of the Partnership and shall
have all rights, powers and authority
generally conferred by law or necessary,
advisable or consistent in connection
therewith. The General Partner may, in its
discretion, appoint officers of the
Partnership (such as President, Vice
President, Treasurer, Secretary and
Assistant Secretary) to act as agents of
the Partnership. If the General Partner
so resolves in writing, any such officer
may bind the Partnership by executing
and delivering contracts, agreements or
instruments in the name and on behalf of
the Partnership. The Limited Partner shall
have no right to participate in or
vote upon any Partnership matters except as
specifically provided by this
Agreement or required by any mandatory
provision of the Act.
(b) Without
limiting the foregoing, the General Partner
shall have full power on behalf and in the
name of the Partnership to carry out
any and all of the objects and purposes of
the Partnership and to perform all
acts and to execute and deliver all
agreements, instruments and other documents
which it, in its sole discretion, may deem
necessary or desirable, including
without limitation, the power to:
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(i) enter
into, deliver, perform, construe and take any
action under, any contract, agreement or other instrument as
the
General Partner shall determine to be necessary or desirable to
further
the purpose of the Partnership;
(ii)
open, maintain and close bank accounts, make deposits
thereunder and investment decisions with respect thereto and
draw
checks or other orders for the payment of moneys;
(iii)
collect all sums due the Partnership, including the
assertion by all advisable means of the Partnership's right to
payment;
(iv)
to the extent that funds of the Partnership are
available therefor, pay as they become due all debts, obligations
and
operating expenses of the Partnership including, without
limitation,
the salaries, bonuses, benefits and expenses of the employees
and
agents of the Partnership and equipment and office acquisitions
and
operating costs;
(v) employ and
dismiss from employment, and pay the fees
and expenses of, any and all employees, attorneys, accountants,
consultants, advisors or other agents, on such terms and for
such
compensation as the General Partner may determine, whether or not
such
person may also be otherwise employed by any affiliate of the
General
Partner;
(vi)
obtain insurance for the Partnership;
(vii)
admit additional partners;
(viii) determine
distributions of Partnership cash and other
property as provided in Article IV;
(ix)
bring and defend actions, investigations and
proceedings at law or equity or arbitrations or other forms of
alternative dispute resolution before any governmental,
administrative
or other regulatory agency, body or commission or arbitrator,
mediator
or other forum for dispute resolution;
(x) make all
elections, investigations, evaluations and
decisions, binding the Partnership thereby, that may in the
sole
judgment of the General Partner be necessary or desirable for
the
acquisition, management or disposition of assets by the
Partnership,
including without limitation the exercise of rights to elect to
adjust
the tax basis of Partnership assets;
(xi)
incur expenses and other obligations on behalf of the
Partnership and, to the extent that funds of the Partnership
are
available for such purpose, pay all such expenses and
obligations;
(xii)
cause the Partnership to incur or guarantee
indebtedness for borrowed money;
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(xiii) possess
and exercise all rights and powers of general
partners under the Act, in furtherance of the purposes of the
Partnership;
(xiv)
consult with and seek the advice of
one or more of the Limited Partners as contemplated by Section
17-303
of the Act;
(xv)
borrow money, execute instruments evidencing
indebtedness and secure indebtedness by mortgage, deed of
trust,
pledge, security interest or other lien in furtherance of
Partnership
purposes; to pay and discharge all indebtedness owing with respect
to
and secured by the Partnership's assets, or any part thereof, and
to
cause the Partnership to make such other payments and perform
such
other acts as the General Partner may deem necessary to preserve
the
interest of the Partnership therein;
(xvi)
sell, assign, transfer, convey or otherwise dispose
of Partnership property; to merge one or more entities with and
into
the Partnership; to file any documents relating thereto with any
public
official or third party;
(xvii) prepare
and file all requisite tax returns required
by federal, state and local authorities having jurisdiction over
the
Partnership, and to cause the Partnership to pay and discharge
all
taxes and assessments levied and assessed against the
Partnership's
assets or any part thereof;
(xviii) keep all books
of accounts and other records required
by the Partnership, and to keep vouchers, statements, receipted
bills
and invoices and other records, covering collections,
disbursements,
and other data in connection with the Partnership; and
(xix) do
any act which is necessary to carrying out any of
the purposes of the Partnership, including without limitation
the
foregoing.
Section 2.02 Power of Attorney. By the execution of this Agreement,
the
Limited Partner does irrevocably constitute
and appoint the General Partner as
its true and lawful attorney-in-fact and
agent with full power and authority to
act in its name, place and stead in the
execution, acknowledgement, delivering,
filing and recording of all certificates
and documents that the General Partner
deems necessary or reasonably appropriate
for the following specific purposes:
(i) to qualify
or continue the Partnership as a limited
partnership in Delaware and to qualify the Partnership to do
business
in the states in which the Partnership is required to qualify;
(ii)
to reflect a change in the identity of any Partner,
the addition of any Partner pursuant to the provisions of Article V
or
an amendment of this Agreement made pursuant to the provisions
of
Section 8.03; and
(iii) to
reflect the dissolution and termination of the
Partnership
after same has been dissolved and terminated in accordance
herewith.
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The power of attorney granted herein shall
be deemed to be coupled with an
interest, shall be irrevocable and shall,
to the extent permitted by law,
survive the termination of the Limited
Partner, and shall be binding on any
assignee or vendee of the Limited Partner's
Percentage Interest hereunder, or
any portion thereof, including any of the
distributive rights relating thereto.
Section 2.03 Partnership Expenses. Except as otherwise provided in
this
Agreement, the Partnership shall be
responsible for paying all costs and
expenses related to the business of the
Partnership. In the event any such costs
and expenses are or have been paid by any
Partner, then, except as expressly
provided herein to the contrary, such
Partner shall be entitled to be reimbursed
for such payment. The payments and
reimbursements provided in this Section 2.02
shall be made regardless of whether any
distributions are made to the Partners
under Article IV hereof.
ARTICLE III.
FINANCING
Section 3.01 Capital Contributions; Etc.
(a) On the
Effective Date, each of Hanover LLC 3, LLC and
Hanover Compression Limited Holdings, LLC
agrees to contribute to the capital of
the Partnership the property set forth
opposite its name on the attached
Schedule A, which is made a part of this
Agreement for all purposes, as its
initial Capital Contribution.
(b) The
Partners shall not be obligated to make any
additional Capital Contributions or loan
money to the Partnership.
Section 3.02 Limited Liability of Partners. The Limited Partner
shall
not be liable for the losses, debts,
liabilities, contracts or other obligations
of the Partnership except as otherwise
required by the law.
Section 3.03 Treatment of Capital Contributions. Except as may
otherwise be provided in this Agreement, no
Partner shall be entitled to
interest on its Capital Contributions nor
shall any Partner be entitled to
demand the return of all or any part of
such Capital Contributions.
Section 3.04 No Third Party Beneficiaries. Nothing in this
Agreement,
and, without limiting the generality of the
foregoing, in this Article III,
expressed or implied, is intended or shall
be construed to give to any creditor
of the Partnership or to any creditor of
any Partner or any other Person
whatsoever, other than the Partners and the
Partnership, any legal or equitable
right, remedy or claim against, under or in
respect of the Partnership, the
Partners or this Agreement or any covenant,
condition or provisions herein
contained, and such provisions are and
shall be held to be for the sole and
exclusive benefit of the Partners and the
Partnership.
ARTICLE IV.
ALLOCATION, DISTRIBUTIONS AND ACCOUNTING MATTERS
Section 4.01 Certain Tax and Accounting Matters. The Partnership
shall
file an Internal Revenue Service Form 8832
(Entity Classification Election) and
elect to be classified as a corporation for
federal tax purposes under Treasury
Regulation Section 301.7701-3 (the
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"Corporation Election"). For those
jurisdictions that do not give effect to the
Corporation Election, the Partnership shall
establish and maintain Partner
capital accounts, allocate Profits and
Losses, and address tax and accounting
matters in accordance with the provisions
of Exhibit A, hereunto annexed and
made a part hereof, which provisions are
incorporated herein and shall
constitute part of this Agreement.
Section 4.02 Distributions to Partners. From time to time, the
General
Partner shall distribute funds in such
amounts as it may determine, in its sole
discretion. All funds shall be distributed
to the Partners in accordance with
their respective Percentage Interests at
the time of the distribution. In
determining the amount of funds to
distribute pursuant to this Section 4.02, the
General Partner may consider such factors
as the need to allocate funds to any
reserves for Partnership contingencies or
any other Partnership purposes that
the General Partner deems necessary or
appropriate.
ARTICLE V.
TRANSFERS
Section 5.01 Transfers. Any Limited Partner or the General
Partner
may not sell, transfer, assign, mortgage,
hypothecate or otherwise permit or
suffer any encumbrance of ("Transfer") all
or any part of its interest in the
profits, losses or distributions of the
Partnership without the prior unanimous
written consent of the other Partners. All
reasonable costs and expenses
incurred by the Partnership in connection
with any Transfer, and the admission
of a Person as a Substituted Partner, shall
be paid by the transferee.
Section 5.02 Restrictions on Transfer. In the event of any Transfer
or
Transfers permitted by this Article V, the
interest so Transferred shall remain
subject to all terms and provisions of this
Agreement; and the assignee or
transferee shall be deemed, by accepting
the interest so Transferred, to have
assumed all the obligations hereunder
relating to the interest so Transferred.
Any transferee or assignee of the interest
of a Partner shall automatically be
admitted as a Substituted Partner. Any
assignee of a General Partner interest in
the Partnership admitted to the Partnership
as a Substituted Partner shall
succeed to and assume the management and
voting rights of the Transferring
General Partner. Except as provided herein,
upon admission, a Substituted
Partner shall be subject to all provisions
of the Agreement in the place and
stead of its assignor as if the Substituted
Partner were originally a party to
this Agreement. Upon admission of a
transferee of the entire interest of a
Partner as a Substituted Partner, the
transferor shall be automatically
withdrawn as a Partner from the
Partnership, and shall be relieved of any
corresponding obligations as a Partner
hereunder, including, without limitation,
any obligations of the Partnership or any
other Partner.
ARTICLE VI.
WITHDRAWAL, DISSOLUTION, AND TERMINATION
Section 6.01 Withdrawal. Except in connection with the Transfer of
an
interest in the Partnership, no Partner
shall at any time retire or withdraw
from the Partnership without obtaining the
prior unanimous written consent of
the remaining Partners. The withdrawal of
any Limited Partner shall not dissolve
the Partnership; and the Partnership shall
continue notwithstanding such
withdrawal.
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Section 6.02 Dissolution/Winding-Up. The Partnership shall be
dissolved
and wound up upon the occurrence of any of
the following:
(a) the
resignation of a General Partner other than in
connection with the Transfer of an interest
in the Partnership, unless:
(i)
the
remaining General Partner, if any,
elects in writing within thirty (30) days after such withdrawal
to
reconstitute the Partnership, to continue as the General Partner
and to
continue the Partnership and its business, or
(ii)
if there is no remaining Gener
