AGREEMENT OF LIMITED PARTNERSHIP
OF
CST GREEN POWER, L.P.
The undersigned General Partner and Initial Limited Partner hereby form a
limited partnership pursuant to and in accordance with the Delaware Revised
Uniform Limited Partnership Act, 6 Del. C.ss.17-101, et seq. (the "Act"), and
hereby agree as follows:
1. Name. The name of the limited partnership formed hereby (the
"Partnership") is CST Green Power, L.P.
2. Purpose. The Partnership is organized for the object and purpose of,
and the nature of the business to be conducted or promoted by the
Partnership is to manage the investment in and operation of facilities
for the generation of electricity in Texas City, Texas.
3. Registered Agent and Office. The registered agent and office of the
Partnership in the State of Delaware is c/o The Corporation Trust
Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of New Castle,
Delaware, or such other location(s) as the Partnership by consent
shall determine.
4. Partners. The names and business, residence or mailing addresses of
the General Partner and the Initial Limited Partner (collectively, the
"Partners") are as follows:
General Partner
CST General, LLC
0000 X. Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxxxx,
President and COO
Tel: 000-000-0000
Fax: 000-000-0000
cc: Cinergy Solutions, Inc.
Legal Department
Attn: Xxxxxx X. Xxxxxxxxx
Secretary & General Counsel
000 X. Xxxxxx Xxxxxx
29 Atrium II
X.X. Xxx 000
Xxxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
Initial Limited Partner(s)
CST General, LLC
0000 X. Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxxxx,
President and COO
Tel: 000-000-0000
Fax: 000-000-0000
cc: Cinergy Solutions, Inc.
Legal Department
Attn: Xxxxxx X. Xxxxxxxxx
Secretary & General Counsel
000 X. Xxxxxx Xxxxxx
29 Atrium II
X.X. Xxx 000
Xxxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
5. Powers. The powers of the General Partner(s) include all powers,
statutory and otherwise, possessed by general partners under the laws
of the State of Delaware.
6. Term. The Partnership shall dissolve, and its affairs shall be wound
up, upon the 31st of December, 2050, or at such earlier time if (a)
the Partners unanimously so determine, (b) the Partnership sells or
otherwise disposes of its interest in all or substantially all of its
property, (c) an event of dissolution has occurred under the Act or
(d) upon the removal, withdrawal or dissolution of the General
Partner.
7. Capital Contributions. The Partners have contributed the following
amounts, in cash, and no other property:
General Partner
$1
Initial Limited Partner
$99
8. Additional Contributions. No Partner is required to make any
additional capital contribution to the Partnership.
9. Allocations of Profit and Losses. The Partnership's profits and losses
shall be allocated in proportion to the capital contributions of the
Partners.
10. Distributions. At the time determined by the General Partner, but at
least once during each fiscal year, the General Partner shall cause
the Partnership to distribute any cash held by it which is not
reasonably necessary for the operation of the Partnership. Cash
available for distribution shall be distributed to the Partners in the
same proportion as their then capital account balances.
11. Assignments. A Limited Partner may assign all or any part of his or
its partnership interest only with the consent of the General Partner.
A Limited Partner has no right to grant an assignee of his or its
partnership interest the right to become a substituted Limited
Partner.
12. Withdrawal. Except as provided in the following Section 13, no right
is given to any Partner to withdraw from the Partnership.
13. Additional Partners. (a) The General Partner may admit additional
Limited Partners. Upon the admission of any additional Limited
Partner, the Initial Limited Partner shall withdraw from the
Partnership and shall be entitled to receive forthwith the return of
its capital contribution, without interest.
(b) The Partnership shall continue as a limited partnership under the
Act after the admission of any additional Limited Partner
pursuant to this Section 13.
(c) The admission of additional Limited Partners pursuant to this
Section 13 shall be accomplished by an amendment of this
Agreement of Limited Partnership and, if required by the Act, the
filing of a certificate of amendment in the Office of the
Secretary of State of Delaware.
14. The Initial Limited Partner shall be deemed admitted to the
Partnership upon the formation of the Partnership.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement of
Limited Partnership as of the 15th day of June 2001.
GENERAL PARTNER:
CST General, LLC
By: /s/ M. Xxxxxxx Xxxxxxxx
-----------------------
Name: M. Xxxxxxx Xxxxxxxx
Title: President and Chief Operating Officer
INITIAL LIMITED PARTNER:
CST Limited, LLC
By: /s/ G. Xxxxx Xxxxxx
-------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
