SELKIRK COGEN PARTNERS, L.P. AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Exhibit 3.7
SELKIRK COGEN PARTNERS, L.P.
AMENDMENT NO. 3 TO THE THIRD
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
This Amendment No. 3 to the THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP is made as of November 15, 2001, by and among the undersigned
parties.
WITNESSETH:
WHEREAS, Selkirk Cogen Partners, L.P. (the “Partnership”) was
established pursuant to a Certificate of Limited Partnership filed with the
Secretary of State of the State of Delaware following the execution and delivery
of an Agreement of Limited Partnership dated as of December 15, 1989 (the
“Original Agreement”) by and among JMC Selkirk, Inc., a Delaware
corporation, as general partner (“JMC”), Old State Management Corp., a
Massachusetts corporation, as both general partner and limited partner
(“OSM”), and ▇▇▇▇▇▇▇▇ Selkirk, Inc., a Delaware corporation
(“MSI”), as limited partner;
WHEREAS, the Original Agreement was amended and restated on June 15, 1990
(the “First Amended Agreement”) to admit JMCS I Investors, L.P., a
Delaware limited partnership (“JMCSI”), as a general partner and Old
State Selkirk Associates L.P., a Delaware limited partnership
(“OSSA”), as a limited partner, and to reflect the withdrawal of OSM
and MSI from the Partnership;
WHEREAS, the First Amended Agreement was further amended and restated as of
October 23, 1992 (the “Second Amended Agreement”) to provide, among
other things, for the merger of Selkirk Cogen Partners II, L.P.
(‘SCPII”) into the Partnership, with the Partnership as the surviving
entity, pursuant to a Merger Agreement dated October 23, 1992 by and between the
Partnership and SCPII;
WHEREAS, the Second Amended Agreement was further amended and restated as
of May 1, 1994 (the “Third Amended Agreement”) to reflect the
withdrawal of OSSA from the Partnership and to provide, among other things, for
the admission of RCM Selkirk GP, Inc. (formerly Cogen Technologies Selkirk GP,
Inc., a Texas corporation as a general partner of the Partnership, for the
admission of ▇▇▇▇▇▇▇▇ Selkirk Holdings, Inc. (“Holdings”) and RCM
Selkirk, L.P. (formerly Cogen Technologies Selkirk, L.P.), a Delaware limited
partnership as limited partners of the Partnership and for the conversion of a
portion of the general partnership interest of JMCSI in the Partnership to a
limited partnership interest; WHEREAS, the Third Amended Agreement was first
amended (Amendment No. 1 to the Third Amended Agreement) (i) to reflect the
withdrawal of Holdings as a Class A Limited Partner of the Partnership;
(ii) to admit ▇▇ ▇▇▇▇▇▇▇, Inc., a Delaware corporation (the
“Assignee”), as a Substituted Class A Limited Partner of the
Partnership; and (iii) to make certain conforming changes to the Third
Amended Agreement;
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WHEREAS, the Third Amended Agreement was further amended (Amendment No. 2
to the Third Amended Agreement) (i) to convert all of JMCSI’s general
Partnership Interest in the Partnership to a limited Partnership Interest, which
interest is held by PentaGen Investors, L.P. (formerly JMCS I Investors, L.P.);
(ii) to assign a portion of JMCSI’s limited Partnership Interest in the
Partnership to JMC; and (iii) to consent to the consummation of these
transactions;
WHEREAS, the parties hereto desire to further amend the Third Amended
Agreement (i) to reflect the name change of the Class A Limited Partner; and
(ii) to make certain conforming changes to the Third Amended
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
ARTICLE I
AMENDMENT NO. 3 TO THE THIRD AMENDED AGREEMENT
1. Section 1(x) of the Third Amended Agreement is hereby
amended by deleting such section in its entirety and inserting the following
language:
“(x) Class A Limited Partner. Aquila Selkirk, Inc., a Delaware corporation, or any Substituted Limited Partner that acquires all of the Partnership Interest held by the Class A Limited Partner(s). If there is more than one Class A Limited Partner, the Class A Limited Partner shall mean one Class A Limited Partner designated by Aquila Selkirk, Inc. (or if Aquila Selkirk, Inc. is no longer a Class A Limited Partner, then designated by the Class A Limited Partner which holds the largest Partnership Interest).”
2. Section 1(y) of the Third Amended Agreement is hereby
amended by deleting the text of such section in its entirety and substituting
therefor “[Text Intentionally Deleted]".
3. Section 1(aq) of the Third Amended Agreement is hereby
amended by deleting the text of such section in its entirety and substituting
therefor “[Text Intentionally Deleted]".
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ARTICLE II
MISCELLANEOUS
1. All references in the Third Amended Agreement to the
Class A Limited Partner (EII) and the Class A Limited Partner shall hereby refer
to the Class A Limited Partner as defined above.
2. Schedule VIII is hereby amended by deleting the address
for EII and replacing it with:
Aquila Selkirk, Inc.
c/o Aquila East Coast Generation, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇, Vice President
With a copy to:
Aquila, Inc.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Corporate Secretary
3. All capitalized terms used in this Amendment shall have
the meanings ascribed to them in the Third Amended Agreement as in effect on the
day immediately preceding the day and year as first above written.
4. Except as amended by this Amendment all other terms and
provisions of the Third Amended Agreement as in effect on the day immediately
preceding the day and year first written above shall continue in full force and
effect and unchanged and are hereby confirmed in all respects.
IN WITNESSETH WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their authorized representatives on the day and year first above
written.
JMC SELKIRK, INC., as Managing General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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