LIMITED PARTNERSHIP AGREEMENT
OF
CINERGY MEXICO HOLDINGS, LP
The undersigned General Partner and Initial Limited Partner hereby form a
limited partnership pursuant to and in accordance with the Delaware Revised
Uniform Limited Partnership Act, 6 Del. C.§ 17-101, et seq. (the "Act"),
and hereby agree as follows:
1. Name. The name of the limited partnership formed hereby (the
"Partnership") is Cinergy Mexico Holdings, LP
2. Purpose. The Partnership is organized for the object and purpose of, and
the nature of the business to be conducted or promoted by the Partnership is to
engage in the purchase, sale and related risk management activity of gas for
Mexican customers, and to hold an ownership interest in a business engaged in
the marketing of gas and/or gas related services in Mexico, and to carry on any
lawful business purpose or activity.
3. Registered Agent and Office. The registered agent and office of the
Partnership in the State of Delaware is c/o The Corporation Trust Company, 1209
Orange Street, Wilmington, New Castle County, Delaware, or such other
location(s) as the Partnership by consent shall determine.
4. Partners. The names and business, residence or mailing addresses of the
General Partner and the Initial Limited Partner (collectively, the "Partners")
are as follows:
General Partner
Cinergy Mexico General, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Initial Limited Partner
Cinergy Mexico Limited, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
5. Powers. The powers of the General Partner(s) include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
6. Term. The Partnership shall have perpetual existence, provided, however,
that the Partnership shall dissolve, and its affairs shall be wound up, upon
such time as (a) the Partners unanimously so determine, (b) the Partnership
sells or otherwise disposes of its interest in all or substantially all of its
property, (c) an event of dissolution has occurred under the Act or (d) upon the
removal, withdrawal or dissolution of the General Partner.
7. Capital Contributions. The Partners have contributed the following
amounts, in cash, and no other property:
General Partner
$.01
Initial Limited Partner
$99.99
8. Additional Contributions. No Partner is required to make any additional
capital contribution to the Partnership.
9. Allocations of Profit and Losses. The Partnership's profits and losses
shall be allocated in proportion to the capital contributions of the Partners.
10. Distributions. At the time determined by the General Partner, but at
least once during each fiscal year, the General Partner shall cause the
Partnership to distribute any cash held by it, which is not reasonably necessary
for the operation of the Partnership. Cash available for distribution shall be
distributed to the Partners in the same proportion as their then capital account
balances.
11. Assignments. A Limited Partner may assign all or any part of his or its
partnership interest only with the consent of the General Partner. A Limited
Partner has no right to grant an assignee of his or its partnership interest the
right to become a substituted Limited Partner.
12. Withdrawal. Except as provided in the following Section 13, no right is
given to any Partner to withdraw from the Partnership.
13. Additional Partners. (a) The General Partner may admit additional
Limited Partners. Upon the admission of any additional Limited Partner, the
Initial Limited Partner may, subject to the consent of the General Partner,
withdraw from the Partnership.
(b) The Partnership shall continue as a limited partnership under the
Act after the admission of any additional Limited Partner pursuant to this
Section 13.
(c) The admission of additional Limited Partners pursuant to this
Section 13 shall be accomplished by the amendment and execution of this
Limited Partnership Agreement and, if required by the Act, the filing of a
certificate of amendment in the Office of the Secretary of State of
Delaware.
14. The Initial Limited Partner shall be deemed admitted to the Partnership
upon the formation of the Partnership.
15. Voting Securities Owned by the Partnership. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities, membership interests or partnership interests owned by the
Partnership may be executed in the name of and on behalf of the Partnership by
the Chief Executive Officer, the President, any Vice President, the Secretary,
or any Assistant Secretary of the General Partner, and any such officer may, in
the name of and on behalf of the Partnership, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders, members or partners of any business entity in which the
Partnership may own securities, membership interests, or partnership interests
and at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities, membership interests or
partnership interests and which, as the owner thereof, the Partnership might
have exercised and possessed if present. The member(s) may, by resolution, from
time to time confer like powers upon any other person or persons.
IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Partnership Agreement as of the 20th day of February, 2004.
GENERAL PARTNER:
Cinergy Mexico General, LLC
By _______________________
Xxxxxxx X. Cyrus
President
INITIAL LIMITED PARTNER:
Cinergy Mexico Limited, LLC
By _______________________
X. Xxxxxx Xxxxxx
Executive Vice President
