FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
COGEN TECHNOLOGIES LINDEN, LTD.
THIS AMENDMENT AGREEMENT is made as of the 14th day of February, 1990,
by and among Cogen Technologies, Inc., a Texas corporation, as the General
Partner and Cogen Technologies Limited Partners Joint Venture, a Texas general
partnership as the Limited Partner.
WHEREAS, the parties hereto entered into that certain Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd. as of the 30th day of
June, 1989;
WHEREAS, the parties hereto have determined to amend Article III and
Section 16.2 of the Agreement as provided herein.
NOW, THEREFORE, it is agreed as follows:
1. Article III is hereby amended in its entirety to read as follows:
ARTICLE III
Purpose
The purposes of the Partnership are to design, finance,
construct, own and operate a cogeneration facility in or
near Linden, New Jersey for the generation and sale of
electricity and the production and sale of steam (the
"Facility"), to engage in all activities related or incident
thereto, and to engage in any other activity (including,
borrowing or lending money) that is not forbidden by the
laws of the jurisdictions in which the Partnership engages
in business.
2. The following provision is added as a final sentence to Section
16.2 of the Agreement:
No Partner or any Affiliate thereof shall request (nor
permit such a request by any party to whom such Partner or
Affiliate is contemplating transferring a Partnership
Interest or an equity interest in such Partner or any
Affiliate) any order or
ruling from the Federal Energy Regulatory Commission, as to
whether any action would potentially cause the Facility to
lose its status as a Qualifying Cogeneration Facility,
unless such request shall first have been reviewed and
approved by the General Partner.
3. This Amendment Agreement may be executed in several counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument. It shall not be necessary for all parties to execute
the same counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the day and in the year first above written.
COGEN TECHNOLOGIES, INC.
By: [SIGNATURE ILLEGIBLE]
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Vice President
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: /s/ Xxxxxxx X. XxxX
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Xxxxxxx X. Xxxx, as Trustee of the
Xxxxxxx X. Xxxx Family Trust under the
Will of Xxxxxxx X. Xxxx
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
By: EVERGREEN ENERGY
By: /s/ Xxxxx X. Xxxxxx
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Its: Partner
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By: The 1989 Energy Trust
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, trustee and not
his individual capacity)
By: /s/ X. Xxxxxx Van Wart
--------------------------------------
X. Xxxxxx Van Wart
By: Hansfam Three, a Trust
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, Trustee (and not
in his individual capacity)
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