Exhibit 3(g)
AGREEMENT OF LIMITED PARTNERSHIP
OF
TXU EUROPE FUNDING I, L.P.
This Agreement of Limited Partnership of TXU Europe Funding I, L.P. (the
"Agreement"), is entered into by and between TXU Europe Limited, a private
limited company incorporated under the laws of England and Wales, as general
partner (the "General Partner"), and TXU Europe Capital I, a statutory business
trust created under Delaware law, as limited partner (the "Limited Partner").
The General Partner and the Limited Partner hereby form a limited
partnership pursuant to and in accordance with the Delaware Revised Uniform
Limited Partnership Act (6 Del. C. ss.17-101, et seq.), as amended from time to
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time (the "Act"), and hereby agree as follows:
1. Name. The name of the limited partnership formed hereby is TXU Europe
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Funding I, L.P. (the "Partnership").
2. Purpose. The Partnership is formed for the object and purpose of, and
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the nature of the business to be conducted and promoted by the Partnership is,
engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. Registered Office. The registered office of the Partnership in the
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State of Delaware is c/o RL&F Service Corp., One Xxxxxx Square, 10th Floor,
Tenth and Xxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the
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Partnership for service of process on the Partnership in the State of Delaware
are RL&F Service Corp., One Xxxxxx Square, 10th Floor, Tenth and Xxxx Xxxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Partners. The name and the mailing address of the General Partner and
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the Limited Partner are as follows:
General Partner:
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TXU Europe Limited
The Adelphi
0-00 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Limited Partner:
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TXU Europe Capital I
Energy Plaza
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
6. Power. The powers of the General Partner include all powers, statutory
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and otherwise, possessed by general partners under the laws of the State of
Delaware.
7. Dissolution. The Partnership shall dissolve, and its affairs shall be
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wound up at such time as (a) all of the partners of the Partnership approve in
writing, (b) an event of withdrawal of a general partner has occurred under the
Act, or (c) an entry of a decree of judicial dissolution has occurred under ss.
17-802 of the Act; provided, however, the Partnership shall not be dissolved or
required to be wound up upon an event of withdrawal of a general partner
described in Section 7(b) if (i) at the time of such event of withdrawal, there
is at least one (1) other general partner of the Partnership who carries on the
business of the Partnership (any remaining general partner being hereby
authorized to carry on the business of the Partnership), or (ii) within ninety
(90) days after the occurrence of such event of withdrawal, all remaining
partners agree in writing to continue the business of the Partnership and to the
appointment, effective as of the date of the event of withdrawal, of one (1) or
more additional general partners of the Partnership.
8. Capital Contributions. The partners of the Partnership have
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contributed the following amounts, in cash, and no other property, to the
Partnership:
General Partner:
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TXU Europe Limited $15.00
Limited Partner:
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TXU Europe Capital I $85.00
9. Additional Contribution. No partner of the Partnership is required to
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make any additional capital contribution to the Partnership.
10. Allocation of Profits and Losses. The Partnership's profits and losses
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shall be allocated in proportion to the capital contributions of the partners of
the Partnership.
11. Distributions. Distributions shall be made to the partners of the
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Partnership at the times and in the aggregate amounts determined by the General
Partner, subject to the provisions of the Act. Such distributions shall be
allocated among the partners of the Partnership in the same proportion as their
then capital account balances.
12. Assignments.
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(a) The Limited Partner may (i) assign all or any part of its
partnership interest in the Partnership and (ii) withdraw from the Partnership,
in each case, only with the consent of the General Partner.
(b) The General Partner may (i) assign all or any part of its
partnership interest in the Partnership and (ii) withdraw from the Partnership,
in each case, without the consent of the Limited Partner.
13. Withdrawal. Except to the extent set forth in Section 12, no right is
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given to any partner of the Partnership to withdraw from the Partnership.
14. Admission of Additional or Substitute Partners.
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(a) One (1) or more additional or substitute limited partners of the
Partnership may be admitted to the Partnership with only the consent of the
General Partner.
(b) Except as provided in Section 7, one (1) or more additional or
substitute general partners of the Partnership may be admitted to the
Partnership with only the consent of the General Partner.
15. Liability of Limited Partner. The Limited Partner shall not have any
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liability for the obligations or liabilities of the Partnership except to the
extent provided in the Act.
16. Governing Law. This Agreement shall be governed by, and construed
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under the laws of the State of Delaware, all rights and remedies being governed
by said laws, without regard to conflict of laws principles.
17. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original of this Agreement and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have duly executed this Agreement as of the 22nd day of November 1999.
GENERAL PARTNER:
TXU EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
Attorney-in-fact
LIMITED PARTNER:
TXU EUROPE CAPITAL I
By TXU Business Services Company, as Depositor
under the Trust Agreement of TXU Europe
Capital I
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Assistant Treasurer
