FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
COGEN TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP
THIS First Amendment, dated as of December 1, 1991 (this "First
Amendment"), is hereby entered into to amend the Agreement of Limited
Partnership of Cogen Technologies Camden GP Limited Partnership, dated as of
July 26, 1991 (the "Agreement"). Initially capitalized terms used herein and not
otherwise defined are used as defined in the Agreement.
1. Pursuant to and in accordance with Articles XX and XXI of the Agreement,
the Agreement is hereby amended to add a new Section 15.9, which reads as
follows:
"Section 15.9 Authorizations. (a) The Partnership is hereby
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authorized to engage in all activities and transactions and to do all
things and to hold all interests in real, personal and mixed property,
contract rights and other property, necessary, appropriate, proper,
advisable or desirable for, or incidental or convenient to, the objects
and purposes of the Partnership, including, but not limited to, the
power to enter into, make and perform any agreement, contract,
commitment, arrangement or undertaking to acquire, own, hold, purchase,
lease, dispose of, mortgage, pledge, hypothecate or assign, and to
exercise all rights, powers, privileges and other incidents of ownership
or possession with respect to, any property, whether real, personal or
mixed, and to exercise any and all of the powers that may be exercised
by the General Partner on behalf of the Partnership pursuant to Article
XV.
(b) Notwithstanding anything to the contrary contained in this
Agreement or any other agreement or undertaking, in furtherance of the
Partnership's objects and purposes, the Partnership, on its own behalf
or on behalf of Camden Cogen, and the General Partner, on behalf of the
Partnership, shall have any and all powers necessary,appropriate proper,
advisable, incidental or convenient to or for the accomplishment of the
Partnership's objects and purposes, alone or with others, including,
without limitation, the following:
(i) to design, plan, finance, construct, own, develop, maintain,
operate, lease and dispose of the Facility, or any part
thereof, and to engage in any and all activities necessary or
incidental to the foregoing;
(ii) to negotiate and enter into, and make, execute, deliver and
perform, assign and transfer to others all contracts,
agreements, commitments, arrangements and other undertakings,
as the same may be amended, restated, supplemented or
otherwise modified from time to time, and
to grant liens, security interests in and other encumbrances
on, in and against the property of the Partnership or Camden
Cogen, as the case may be, all as may be necessary,
convenient or incidental to carry out the Partnership's
objects and purposes, including, but not limited to, the
following:
(1) loan agreements, including but not limited to
construction, term and working capital loan agreements;
(2) notes, including, but not limited to, construction, term
and working capital notes;
(3) capital contribution agreements;
(4) borrower indemnity agreements;
(5) collateral security documents, including, but not
limited to, mortgages, security agreements, security
deposit agreements, assignments and security agreements,
pledge agreements, assignments regarding contracts,
consents to assignments regarding contracts and any
Collateral Security Document (as defined in that certain
Construction and Term Loan Agreement) to which the
Partnership or Camden Cogen is a party;
(6) power purchase agreements;
(7) equipment supply contracts;
(8) additional contracts, agreements or other undertakings,
including, but not limited to, subordinated mortgages,
steam supply agreements, gas service agreements, gas
sourcing agreements, gas purchase agreements, turnkey
contracts, operation and maintenance agreements and
easement agreements;
(9) reimbursement agreements;
(10) recognition agreements;
(11) Midlantic Agreements (as defined in that certain
Construction and Term Loan Agreement);
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(12) any (a) assignment, (b) consent to assignment, (c)
consent and agreement, and (d) consent and/or
recognition agreement relating to types of contracts,
agreements, commitments, arrangements or other
undertakings set forth in this Section 15.9;
(13) certificates and notices, including, but not limited to,
construction loan borrowing certificates, term loan
borrowing certificates, completion certificates, cost
certificates and notices of borrowing;
(14) collateral agency agreements and letter agreements;
(15) tax indemnity agreements and noncompete agreements;
(16) Project Contracts (as defined in that certain
Construction and Term Loan Agreement);
(17) Operative Documents (as defined in that certain form of
Amended and Restated Agreement of Limited Partnership of
Camden Cogen);
(18) partnership agreements; and
(iii) to have letters of credit issued for its account and on its
own behalf."
2. Pursuant to and in accordance with Articles XX and XXI of the Agreement,
the first sentence of Section 16.5 of the Agreement is hereby amended to delete
the words "in connection with any bona fide financing of such Partner."
This First Amendment shall be interpreted in accordance with the laws of
the State of Delaware, all rights and remedies being governed by such laws.
Except to the extent modified hereby, the Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as
of the date first set forth above.
GENERAL PARTNER:
Cogen Technologies Camden, Inc.
By: /s/ [SIGNATURE APPEARS HERE]
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Vice President
LIMITED PARTNER:
Cogen Technologies Limited Partners
Joint Venture
Pursuant to powers of attorney
executed and delivered in favor of
the General Partner
By: Cogen Technologies Camden, Inc.
By: /s/ [SIGNATURE APPEARS HERE]
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Vice President
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