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EXHIBIT 10.48
AMENDMENT OF THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
COGEN TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP
THIS AMENDMENT OF THE AGREEMENT OF LIMITED PARTNERSHIP OF COGEN
TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP (this "Amendment Agreement") is made
as of the 4th day of February, 1999, by and between Cogen Technologies Camden,
Inc., a Texas corporation ("General Partner") and Cogen Technologies Limited
Partners Joint Venture, a Texas general partnership ("Limited Partner"). Unless
otherwise noted, all defined terms used herein shall have the same meaning given
such terms in the Agreement of Limited Partnership of Cogen Technologies Camden
GP Limited Partnership dated as of July 26, 1991 (as heretofore amended, the
"Agreement").
WHEREAS, the parties hereto are parties to the Agreement;
WHEREAS, pursuant to the Agreement, the limited partnership known as Cogen
Technologies Camden GP Limited Partnership (the "Partnership") was formed
pursuant to the Partnership Act; and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
certain agreements between the Partners.
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings contained herein, the parties hereto hereby agree as follows:
1. The DEFINITIONS of the Agreement shall be amended as follows:
(c) The following new defined terms shall be added:
"Amendment" shall mean the Amendment of the Agreement of Limited
Partnership of Cogen Technologies Camden GP Limited Partnership dated
as of February 4, 1999.
"Buy-Out Agreement" shall mean the Termination Agreement dated as of
the date of the Amendment, by and between the Partnership and RCM
Management Services, L.P., a copy of which is attached to the
Amendment as Exhibit A.
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2. The existing text of Section 8.2 of the Agreement shall become
subparagraph (a) of Section 8.2 and the following provision shall be added as
subparagraph (b) of Section 8.2:
(b) The Partners shall make Capital Contributions, pro rata in
their respective Sharing Ratios, equal to all funds (i) required to be
paid by the Partnership pursuant to the Buy-Out Agreement, (ii)
necessary for the Partnership to be able to prepay all amounts
outstanding under the Term Loan Agreement dated as of February 4, 1992
between the Partnership and General Electric Capital Corporation, as
amended, and (iii) required to be paid by Camden ▇▇▇▇▇ ▇.▇. pursuant
to the Termination Agreement dated as of the date of the Amendment by
and between Cogen Technologies Capital Company L.P. and H. ▇▇▇▇
▇▇▇▇▇▇, a copy of which is attached to the Amendment as Exhibit B.
3. The address of the General Partner shall be restated as follows:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. The General Partner is hereby authorized to execute and deliver the
Buy-Out Agreement on behalf of the Partnership, to make a capital contribution
to Camden ▇▇▇▇▇ ▇.▇. on behalf of the Partnership in an amount equal to the
Capital Contributions made pursuant to Section 8.2(b) of the Agreement, and to
make all payments contemplated under the Buy-Out Agreement in accordance with
the terms thereof.
5. This Amendment Agreement shall be binding upon, and shall enure to the
benefit of, the parties hereto and their respective successors and assigns.
6. This Amendment Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as of the signatures
were upon the same instrument.
7. Except as hereby amended, the Agreement shall remain in full force and
effect.
8. This Amendment Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the day and in the year first above written.
COGEN TECHNOLOGIES CAMDEN, INC.,
a Texas corporation
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
and Chief Financial Officer
COGEN TECHNOLOGIES LIMITED
PARTNERS JOINT VENTURE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, TRUSTEE
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as Trustee of the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Family Trust-A and
the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Family Trust-B
under the Will of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: Evergreen Partnership Energy, Ltd.
By: /s/ H. ▇▇▇▇ ▇▇▇▇▇▇
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Name: H. ▇▇▇▇ ▇▇▇▇▇▇
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Title: General Partner
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By: The 1989 Energy Trust
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇., Co-trustee
(and not in his individual capacity)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Co-trustee (and
not in his individual capacity)
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By: /s/ ▇. ▇▇▇▇▇▇ VAN WART
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▇. ▇▇▇▇▇▇ Van Wart
By: Hansfam Three, a Trust
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Co-trustee (and
not in his individual capacity)
By: /s/ ▇. ▇▇▇▇▇▇ VAN WART
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▇. ▇▇▇▇▇▇ Van Wart, Co-trustee
(and not in his individual
capacity)
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