Exhibit T3B-18
CERTIFICATE AND AGREEMENT
OF
LIMITED PARTNERSHIP
OF
HENNEPIN COUNTY ENERGY RESOURCE CO., L.P.
THE UNDERSIGNED are executing this Certificate and Agreement
of Limited Partnership (the "Certificate and Agreement") for the purpose of
forming a limited partnership (the "Partnership" pursuant to the provisions of
the Delaware Revised Uniform Limited Partnership Act, 6 Del. - C.- Sections
17-101 et seq. (the "Delaware Act"), and do hereby certify and agree as follows:
1. Name. The name of the Partnership shall be Hennepin
County Energy Resource Co., L.P., or such other name as the General Partners may
from time to time hereafter designate.
2. Definitions. In addition to terms otherwise defined
herein, the following terms are used herein as defined below:
"Event of withdrawal of a General Partner" means an event that
causes a person or entity to cease to be General Partner as provided in
Section 17-402 of the Delaware Act.
"General Partners" means the Initial General Partner and all
other persons or entities admitted as General Partners pursuant to this
Certificate and Agreement, so long they remain General Partners.
Reference to a "General Partner" means any one of the General Partners.
"Initial General Partner" means Xxxxxx Energy Resource Corp.
"Initial Limited Partners" means Xxxxx X. Xxxxxxx.
"Limited Partners" means the Initial Limited Partner and all
other persons or entities admitted as additional or substituted Limited
Partners pursuant to this Certificate and
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Agreement, so long as they remain Limited Partners. Reference to a
"Limited Partner" means any one of the Limited Partners.
"Partners" means those persons or entities who from time to
time are the General Partners and the Limited Partners. Reference to a
"Partner" means any one of the Partners.
3. Purpose. The purpose of the Partnership shall be to
engage in any lawful business which may be engaged by limited partnership
organized under the Delaware Act.
4. Offices.
(a) The office of the Partnership, and such
additional offices as the General Partners may determine to establish, shall be
located at such place or places inside or outside the State of Delaware as the
General Partners may designate from time to time.
(b) The registered office of the Partnership in
the State of Delaware is located at 0000 X. Xxxxxx Xxxxxx, X.X. Box 1347,
Wilmington, New Castle County, Delaware 19899. The registered agent of the
Partnership for service of process at such address is Delaware Corporation
Organizers, Inc.
5. Partners. The name and business or residence address
of each Partner of the Partnership, the General Partner(s) and the Limited
Partner(s) being separately designated, are as set forth on Schedule I attached
hereto.
6. Term. The term of the Partnership shall commence upon
the filing of this Certificate and Agreement in the Office of the Secretary of
State of Delaware and shall continue until termination of the Partnership in
accordance with Section 14 of this Certificate and Agreement.
7. Management of the Partnership.
(a) The General Partners have the exclusive
right to manage the business of the Partnership, and shall have all powers and
rights necessary, appropriate or advisable to effectuate and carry out the
purposes and business of the Partnership and, in general, all powers
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permitted to be exercised by a general partner under the laws of the State of
Delaware. The General Partners may appoint, employ, or otherwise contract with
any persons or entities for the transaction of the business of the Partnership
or the performance of services for or on behalf of the Partnership, and the
General Partners may delegate to any such person or entity such authority to act
on behalf of the Partnership as the General Partners may from time to time deem
appropriate.
(b) Except as otherwise herein specifically
provided, the duties and powers of the General Partners may be exercised by any
one of the General Partners acting alone.
(c) No Limited Partner, in his status as such,
shall have the right to take part in the management or control of the business
of the Partnership or to act for or bind the Partnership or otherwise to
transact any business on behalf of the Partnership.
8. Capital Contributions.
(a) The Initial General Partner and the Initial
Limited Partner have each contributed Ten Dollars ($10.00) to the capital of the
Partnership. The Initial General Partner and the Initial Limited Partner shall
not be required to make any further contributions to the capital of the
Partnership. Persons or entities hereafter admitted as General. Partners or
Limited Partners of the Partnership shall make such contributions of cash,
property or services to the Partnership as shall be determined by the General
Partners at the time of each such admission.
9. Assignments of Limited Partner Interest. No Limited
Partner may sell, assign, pledge or otherwise transfer or encumber his interest
in the Partnership nor shall Limited Partner have the power to substitute an
assignee in his place as a substituted Limited Partner without, in either event,
having obtained the prior written consent of the General Partners.
10. Withdrawal. No Partner shall have the right to
withdraw from the Partnership except with the consent of all of the General
Partners and upon such terms and conditions as may be specifically agreed upon
between the General Partners and the withdrawing
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Partner; provided, however, that the Initial General Partner shall have the
right to withdraw following the admission of one or more additional General
Partners; and provided, further, that the Initial Limited Partner shall have the
right to withdraw following the admission of one or more additional Limited
Partners. Upon the withdrawal of the Initial General Partner and/or the Initial
Limited Partner, or either of them, such Partners shall be entitled to receive a
return of their respective capital contributions. The provisions hereof with
respect to distributions upon withdrawal are exclusive and no Partner shall be
entitled to claim any further or different distribution upon withdrawal under
Section 17-604 of the Delaware Act or otherwise.
11. Additional Partners. The General Partners shall have
the right to admit additional General Partners and additional Limited Partners
upon such terms and conditions, at such time or times, and for such capital
contributions as shall be determined by the General Partners.
12. Distributions. Except as provided in Section 10
hereof, no Partner has any right to receive distributions of cash or other
property from the Partnership prior to dissolution.
13. Return of Capital. Except as provided in Section 10
hereof, no Partner has the right to receive, and the General Partners have
absolute discretion to make, any distributions to a Partner which include a
return of all or any part of such Partner's capital contribution, provided that
upon the dissolution of the Partnership, the assets of the Partnership shall be
distributed as provided in Section 17-804 of the Delaware Act.
14. Dissolution. Subject to the provisions of Section 15
of this Certificate and Agreement, the Partnership shall be dissolved and its
affairs wound up and terminated upon the first to occur of the following:
(a) December 31, 2024;
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(b) The determination of all of the General
Partners to dissolve the Partnership; or
(c) The occurrence of an event of withdrawal of
a General Partner or any other event causing a dissolution of the Partnership
under Section 17-801 of the Delaware Act.
15. Continuation of the Partnership. Notwithstanding the
provisions of Section 14(c) hereof, the occurrence of an event of withdrawal of
a General Partner shall not dissolve the Partnership if at such time there are
one or more remaining General Partners and any one or more of such remaining
General Partners continue the business of the Partnership (any and all such
remaining General Partners being hereby authorized to continue the business of
the Partnership without dissolution). If upon the occurrence of an event of
withdrawal of a general partner there shall be no remaining General Partner, the
Partnership nonetheless shall not be dissolved and shall not be required to be
wound up if, 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 withdrawal,
of one or more additional General Partners.
16. Amendments. This Certificate and Agreement may be
amended only upon the written consent of all Partners.
IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate and Agreement as of November 13, 1984.
Initial Limited Partner
XXXXXX ENERGY RESOURCE CORP.,
A Delaware corporation
By /s/ Xxxxx X. Xxxxxxx
---------------------------
Its Vice President
Initial Limited Partner
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/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
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SCHEDULE I
A. General Partners
Name & Address Capital Contribution
-------------- --------------------
Xxxxxx Energy Resource Corp. $10.00
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
B. Limited Partners Name
Name & Address Capital Contribution
-------------- --------------------
Xxxxx X. Xxxxxxx $10.00
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
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