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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: Ea
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