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EXHIBIT 3.8
SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT
This
SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this
"Agreement")
is entered into as of October
29, 2004 between Dresser-Rand Group Inc., a
Delaware corporation
("Group"), and Dresser-Rand LLC ("D-R LLC"), a Delaware
limited liability
company.
WHEREAS,
the Partnership (as defined below) was formed pursuant to
that
certain Partnership Agreement
(the "Original Partnership Agreement"), dated as
of December 31, 1986, by and
between Ingersoll-Rand Company, a New Jersey
Corporation ("IR"), and
Dresser Industries, Inc., a Delaware corporation
("Dresser");
WHEREAS,
the Original Partnership Agreement was amended and restated
in
its entirety pursuant to that
certain Amended and Restated Partnership Agreement
(the "Amended Partnership
Agreement"), dated as of October 1, 1992, between IR
and Dresser;
WHEREAS,
pursuant that certain Transaction Agreement, dated as of
December
30, 1999, by and among IR,
Dresser and D-R Acquisition LLC, Dresser assigned all
of its interests in the
Partnership (as defined below) to IR;
WHEREAS,
pursuant to that certain Equity Purchase Agreement (the
"Purchase
Agreement"), dated as of
August 25, 2004, between Dresser-Rand Holdings, LLC
(f/k/a FRC Acquisitions LLC)
("Holdings"), on behalf of itself and the other
buyers set forth on Exhibit A
thereto, and Ingersoll-Rand Company Limited, a
company organized under the
laws of Bermuda, on behalf of itself and the other
sellers set forth on Exhibit
A thereto, Holdings has agreed to acquire (the
"Acquisition") from such
sellers, and the sellers have agreed to sell to
Holdings and such buyers, the
Acquired Interests (as defined in the Purchase
Agreement) including the
equity interests in D-R LLC and Dresser-Rand Company;
and
WHEREAS, in connection with the Acquisition, the parties hereto
desire to
amend and restate in its
entirety the Amended Partnership Agreement in order to
provide for the governing of
the affairs of the Partnership (as defined below)
and the conduct of its
business.
1. NAME
AND BUSINESS: The parties (individually a "Partner" and
jointly
the "Partners") hereby
continue (and, only in the event the partnership cannot
be continued for any reason,
form) a general partnership formed (the
"Partnership") under the firm
name of Dresser-Rand Company to engage in any
lawful business, purpose or
activity for which partnerships may be formed under
the Partnership Law of the
State of New York.
2. PLACE
OF BUSINESS: The principle place of business of the
Partnership
shall be located at Olean,
New York or at such other location as may be approved
by the Partners from time to
time.
3. TERM: The Partnership shall
continue until dissolved by the will of the
Partners
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or by operation of
law.
4.
OFFICERS AND RELATED PERSONS: The Partners shall have the authority
to
appoint and terminate
officers of the Partnership and to retain and terminate
employees, agents and
consultants of the Partnership and delegate any
Partner's
duties to any such officers,
employees, agents and consultants as the Partners
deem appropriate, including
the power, acting individually or jointly, to
represent and bind the
Partnership in all matters, in accordance with scope of
their respective
duties.
5.
PERCENTAGE INTERESTS: The Partners shall have the following
undivided
percentage interests in the
Partnership, and unless otherwise agreed to in
writing by the Partners, the
Partners shall share in the profits or losses of
the Partnership according to
such percentage interests: D-R LLC (51%) and Group
(49%).
6. TAX
TREATMENT: Unless otherwise determined by the Partners,
the
Partnership shall be treated
as an entity that is disregarded as an entity
separate from its owners for
all tax purposes, and the Partnership and the
Partners shall timely make
any and all necessary elections and filings for the
Partnership to be so
treated.
7. CAPITAL
CONTRIBUTIONS: From time to time, a Partner may determine
that
the Partnership requires
capital and may make capital contribution(s) in an
amount determined by the
Partner. A capital account shall be maintained for each
Partner, to which
contributions and profits shall be credited and against
which
distributions and losses
shall be charged.
8.
MANAGEMENT DUTIES:
