AGREEMENT OF LIMITED PARTNERSHIP
OF
CINERGY RETAIL POWER, L.P.
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 Retail Power, L.P.
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 sell retail power in Texas 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 Retail Power General, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Initial Limited Partner(s)
--------------------------
Cinergy Retail Power Limited, Inc.
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
[$1]
Initial Limited Partner
[$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 Agreement of
Limited Partnership 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.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement of
Limited Partnership as of the 8th day of August, 2001.
GENERAL PARTNER:
Cinergy Retail Power General, Inc.
By /s/ Xxxxxxx X. Cyrus
--------------------
Name: Xxxxxxx X. Cyrus
Title: President
INITIAL LIMITED PARTNER:
Cinergy Retail Power Limited, Inc.
By /s/ X. Xxxxxx Xxxxxx
--------------------
Name: X. Xxxxxx Xxxxxx
Title: Executive Vice President
