SECOND AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
COGEN TECHNOLOGIES LINDEN, LTD.
THIS AMENDMENT AGREEMENT is made as of the 31st day of July, 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. (the "Agreement") as of
the 30th day of June, 1989;
WHEREAS, the parties hereto amended the Agreement as of the 14th day
of February, 1990; and
WHEREAS, the parties hereto have determined to amend Article VI of the
Agreement as provided herein.
NOW, THEREFORE, it is agreed as follows:
1. Article VI is hereby amended in its entirety to read as follows:
ARTICLE VI
Term
The term of the Partnership shall be from the date of
the filing of the certificate of limited partnership in
the Office of the Secretary of State of the State of Texas
as required under the Partnership Act until December 31,
2075, unless extended or sooner liquidated or dissolved in
accordance with this Agreement. The Partnership shall
conduct no business until the certificate of limited
partnership shall have been filed with the Secretary of
State of the State of Texas.
2. 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]
---------------------------------
Its: President
---------------------------
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Xxxxxxx X. Xxxx, as Trustee
of the Xxxxxxx X. Xxxx
Family Trust under the Will
of Xxxxxxx X. Xxxx
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
By: EVERGREEN ENERGY
By: /s/ Xxxxx X Xxxxxx
---------------------------------
Its: Partner
----------------------------
By: The 1989 Energy Trust
By: /s/ Xxxx X. Xxxxxx, Trustee
----------------------------
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
By: /s/ X. Xxxxxx Van Wart
---------------------------------
X. Xxxxxx Van Wart
-2-
By: Hansfam Three. a Trust
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
-3-
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]
---------------------------------
Its: President
----------------------------
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: _________________________________
Xxxxxxx X. Xxxx, as Trustee
of the Xxxxxxx X. Xxxx
Family Trust under the Will
of Xxxxxxx X. Xxxx
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
By: EVERGREEN ENERGY
By: _________________________________
Its: ____________________________
By: The 1989 Energy Trust
By: _____________________________
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
By: _________________________________
X. Xxxxxx Van Wart
-2-
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]
---------------------------------
Its: Present
----------------------------
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: _________________________________
Xxxxxxx X. Xxxx, as Trustee
of the Xxxxxxx X. Xxxx
Family Trust under the Will
of Xxxxxxx X. Xxxx
By: _________________________________
Xxxxxx X. Xxxxxx
By: EVERGREEN ENERGY
By: _________________________________
Its: ____________________________
By: The 1989 Energy Trust
By: ____________________________
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
By: /s/ X. Xxxxxx Van Wart
---------------------------------
X. Xxxxxx Van Wart
-2-
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]
---------------------------------
Its: ____________________________
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: _________________________________
Xxxxxxx X. Xxxx, as Trustee
of the Xxxxxxx X. Xxxx
Family Trust under the
Will of Xxxxxxx X. Xxxx
By: _________________________________
Xxxxxx X.Xxxxxx
By: EVERGREEN ENERGY
By: _________________________________
Its: ____________________________
By: The 1989 Energy Trust
By: /s/ Xxxx X. Xxxxxx, Trustee
-----------------------------
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
By: _________________________________
X. Xxxxxx Van Wart
-2-
By: Hansfam Three. a Trust
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, Trustee
(and not in his individual
capacity)
-3-