{"id":41383,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-limited-partnership-of-enron-capital-resources-l-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-limited-partnership-of-enron-capital-resources-l-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/agreement-of-limited-partnership-of-enron-capital-resources-l-p.html","title":{"rendered":"Agreement of Limited Partnership of Enron Capital Resources L.P. &#8211; Enron Corp."},"content":{"rendered":"<pre>\n===============================================================================\n\n\n\n\n\n\n\n                              AMENDED AND RESTATED\n\n                       AGREEMENT OF LIMITED PARTNERSHIP\n\n                                       OF\n\n                         ENRON CAPITAL RESOURCES, L.P.\n\n\n\n\n\n================================================================================\n   2\n                              AMENDED AND RESTATED\n                        AGREEMENT OF LIMITED PARTNERSHIP\n                                       OF\n                         ENRON CAPITAL RESOURCES, L.P.\n\n\n        This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENRON\nCAPITAL RESOURCES, L.P. (this \"Agreement\") is made and entered into as of\nAugust 3, 1994, by and among Enron Corp., a Delaware corporation (\"Enron\"),\nas the General Partner, and Organizational Partner, Inc., a Delaware\ncorporation, as the Organizational Limited Partner, together with any other\nPersons who become Partners (as defined below) in the Company (as defined\nbelow) or parties hereto as provided herein.\n\n        FOR AND IN CONSIDERATION OF the mutual covenants, rights and\nobligations set forth in this Agreement, the benefits to be derived therefrom\nand other good and valuable consideration, the receipt and the sufficiency of\nwhich each Partner acknowledges and confesses, the Partners agree as follows:\n\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n        1.01 CERTAIN DEFINITIONS.  As used in this Agreement, the following\nterms have the following meanings:\n\n                \"Act\" means the Delaware Revised Uniform Limited Partnership\n        Act and any successor statute, as amended from time to time.\n\n                \"Action\" has the meaning set forth in Section 3.04(c).\n\n                \"Affiliate\" means, with respect to any Person, any other\n        Person controlling, controlled by or under common control with that\n        first Person. As used in this definition, the term \"control\" includes\n        (a) with respect to any corporation or other Entity having voting\n        shares or the equivalent and elected directors, managers or Persons\n        performing similar functions, the ownership or power to vote, directly\n        or indirectly, shares or the equivalent representing 50% or more of the\n        power to vote in the election of directors, managers or Persons\n        performing similar functions, (b) ownership of 50% or more of the\n        equity or beneficial interest in any other Entity and (c) the ability\n        to direct the business and affairs of any Entity by acting as a general\n        partner, manager or otherwise.\n\n                \"Agreement\" has the meaning given that term in the\n        introductory paragraph hereof.\n\n                \"Beneficiaries\" has the meaning given that term in Section\n        5.03(a) hereof.\n\n   3\n\n                \"Book Entry Interest\" means a beneficial interest in\n        the Preferred Security Certificates, ownership and transfers of which\n        shall be made through book entries by a Clearing Agency as described in\n        Section 3.07. ``Business Day'' means any day other than a day on which\n        banking institutions  in The City of New York are authorized or\n        required by law to close.\n\n                \"Capital Contribution\" means any contribution or\n        contributions by one or more Partners to the capital of the Company.\n\n                \"Cause\" means a court of competent jurisdiction has entered a\n        final, non-appealable judgment finding the General Partner liable for\n        actual fraud, gross negligence or willful or wanton misconduct in its\n        capacity as general partner of the Company.\n\n                \"Certificate\" means the certificate of limited partnership of\n        the Company filed on May 26, 1994 with the Secretary of State of\n        Delaware, as amended or restated from time to time.\n\n                \"Clearing Agency\" means an organization registered as a\n        \"Clearing Agency\" pursuant to Section 17A of the Exchange Act that is\n        acting as depository for the Series A Preferred Securities and in whose\n        name shall be registered a global Preferred Security Certificate and\n        which shall undertake to effect book entry transfers and pledges of the\n        Series A Preferred Securities.\n\n                \"Clearing Agency Participant\" means a broker, dealer, bank,\n        other financial institution or other Person for whom from time to time\n        the Clearing Agency effects book entry transfers and pledges of\n        securities deposited with the Clearing Agency.\n\n                \"Closing Time\" means the time of issuance of the Series A\n        Preferred Securities pursuant to the Underwriting Agreement.\n\n                \"Code\" means the Internal Revenue Code of 1986 and any\n        successor statute, as amended from time to time.\n\n                \"Company\" has the meaning given that term in Section 2.01(a).\n\n                \"Covered Person\" means any Partner, any Affiliate of a\n        Partner or any officers, directors, shareholders, partners, employees,\n        representatives or agents of a Partner or its respective Affiliates, or\n        any employee or agent of the Company or its Affiliates.\n\n                \"Departing Partner\" has the meaning given that term in Section\n        11.03.\n\n                \"DTC\" means The Depository Trust Company, the initial\n        Clearing Agency.\n\n                \"Dispose,\" \"Disposing,\" or \"Disposition\" means a sale,\n        assignment, transfer, exchange, mortgage, pledge, grant of a security\n        interest or other disposition or encumbrance or the acts thereof.\n\n                                     -2-\n   4\n\n                \"Dividends\" means all distributions, other than distributions\n        on liquidation, of income paid or payable to any Limited Partner who is\n        a Preferred Security holder pursuant to the terms of the Preferred \n        Securities held by such Limited Partner, including any additional \n        distributions payable on Dividends in arrears.\n\n                \"Enron\" means Enron Corp., a Delaware corporation.\n\n                \"Entity\" means a corporation, limited liability company,\n        partnership, limited partnership, venture, trust, estate, governmental\n        entity or other entity.\n\n                \"Event of Withdrawal\" has the meaning given that term in\n        Section 11.01.\n\n                \"Final Supplemented Prospectus\" means the Company's\n        Prospectus Supplement (including the Prospectus dated July 15, 1994)\n        dated July 27, 1994, as filed with the Securities and Exchange\n        Commission, relating to the public offering of the Series A Preferred\n        Securities by the Company.\n\n                \"General Interest Rate\" means a rate per annum equal to the\n        lesser of (a) a varying rate per annum that is equal to the interest\n        rate publicly quoted by Chemical Bank, N.A. from time to time as its\n        prime commercial or similar reference interest rate, with adjustments\n        in that varying rate to be made on the same date as any change in that\n        rate and (b) the maximum rate permitted by applicable law.\n\n                \"General Partner\" means Enron as general partner as provided\n        in this Agreement.\n\n                \"Guarantee\" means the Payment and Guarantee Agreement dated\n        as of the date hereof executed and delivered by Enron  for the benefit\n        of the holders  from time to time of the Series A Preferred Securities.\n\n                \"Indemnified Person\" means the General Partner, any Affiliate\n        of the General Partner or any officers, directors, shareholders,\n        partners, employees, representatives or agents of the General Partner\n        or any of its Affiliates, or any employee or agent of the Company or\n        its Affiliates.\n\n                \"Limited Partner\" means the Organizational Limited Partner or\n        any Person hereafter admitted to the Company as a limited partner as\n        provided in this Agreement, but does not include any Person who has\n        ceased to be a limited partner in the Company.\n\n                \"Loan\" means the loan to Enron of the proceeds of the Series\n        A Preferred Securities and the General Partner's contribution referred\n        to in Section 3.01(c).\n\n                \"Loan Agreement\" means the Loan Agreement dated as of the\n        date hereof executed and delivered by Enron and the Company governing\n        the Loan.\n\n\n                                     -3-\n\n\n   5\n\n                \"majority in liquidation preference of the Preferred\n        Securities\" means the holders of a series of Preferred Securities\n        entitled to vote on a proposal (or if there is more than one series of\n        Preferred Securities entitled to vote on such proposal the holders of\n        all series of Preferred Securities so entitled to vote, voting as a\n        class) whose liquidation preference (including the stated preferential\n        amount payable upon liquidation, plus accrued and unpaid Dividends to\n        the date upon which voting rights are determined) represents more than\n        50% of the total liquidation preference of all of the Preferred\n        Securities of such series (or of all such series entitled to vote on\n        such proposal).\n\n                \"Net Income\" and \"Net Loss\" mean, respectively, for any\n        period the income and loss of the Company for such period as determined\n        in accordance with the method of accounting followed by the Company for\n        federal income tax purposes, including, for all purposes, any income\n        exempt from tax and any expenditures of the Company which are described\n        in Code Section 705(a)(2)(B).\n\n                \"Obligations\" has the meaning given that term in Section\n        5.03(a) hereof.\n\n                \"Organizational Limited Partner\" means Organizational\n        Partner, Inc., a Delaware corporation, in its capacity as the\n        organizational limited partner of the Company pursuant to this\n        Agreement.\n\n                \"Partner\" means any General Partner or Limited Partner.\n\n                \"Partnership Interest\" means the interest of a Partner in the\n        Company, including, without limitation, rights to distributions\n        (liquidating or otherwise), allocations and information and to consent\n        or approve.\n\n                \"Person\" has the meaning given that term in Section\n        17-101(12) of the Act.\n\n                \"Preferred Security Certificate\" means a certificate in such\n        form as may be adopted by the General Partner in its sole discretion,\n        issued by the Company evidencing ownership of one or more Preferred\n        Securities.\n\n                \"Preferred Securities\" means the Partnership Interests of\n        Limited Partners issued pursuant to Section 3.04; provided, that each\n        Preferred Security of any series of Preferred Securities at any time\n        outstanding shall represent the same fractional part of the Partnership\n        Interests of all Limited Partners holding Preferred Securities of such\n        series as each other Preferred Security of such series.\n\n                \"Preferred Security Owner\" means, with respect to a Book\n        Entry Interest, a Person who is the beneficial owner of such Book Entry\n        Interest, as reflected on the books of the Clearing Agency, or on the\n        books of a Person maintaining an account with such Clearing Agency\n        (directly as a Clearing Agency Participant or as an indirect\n        participant, in each case in accordance with the rules of such Clearing\n        Agency).\n\n\n                                     -4-\n\n\n   6\n\n                \"Purchase Price\" means the price to be paid to the Company\n        for the Series A Preferred Securities to be issued at the Closing Time\n        pursuant to the Underwriting Agreement and, with respect to Preferred\n        Securities other than the Series A Preferred Securities, the price \n        determined by the General Partner at which the Preferred Securities \n        will be sold by the Company.\n\n                \"Record Holder\" and \"holder\" means the Person in whose name\n        a Preferred Security is registered on the books of the Transfer Agent\n        as contemplated in Section 3.06(a).\n\n                \"Series A Preferred Securities\" means the series of Preferred\n        Securities created pursuant to the Action in Article IV hereof.\n\n                \"Series A Dividends\" means Dividends paid or payable on\n        Series A Preferred Securities.\n\n                \"Sharing Ratio\" means, from and after the Closing Time, 21%\n        with respect to the General Partner and 79% with respect to the Limited\n        Partners.\n\n                \"66-2\/3% in liquidation preference of the Preferred\n        Securities\" means the holders of a series of Preferred Securities\n        entitled to vote on a proposal (or if there is more than one series of\n        Preferred Securities entitled to vote on such proposal the holders of\n        all series of Preferred Securities so entitled to vote, voting as a\n        class) whose liquidation preference (including the stated preferential\n        amount payable upon liquidation, plus accrued and unpaid Dividends to\n        the date upon which voting rights are determined) represents more than\n        66-2\/3% of the total liquidation preference of all of the Preferred\n        Securities of such series (or of all such series entitled to vote on\n        such proposal).\n\n                \"Substituted Limited Partner\" means a Person who is admitted\n        as a Limited Partner to the Company pursuant to Section 3.06 in place\n        of and with all the rights of a Limited Partner and who is shown as a\n        Limited Partner on the books and records of the Company.\n\n                \"Transfer Agent\" means the Company or such bank, trust\n        company or other Person (including, without limitation, the General\n        Partner or one of its Affiliates) as shall be appointed from time to\n        time by the General Partner to act as registrar and transfer agent for\n        the Preferred Securities.\n\n                \"Underwriting Agreement\"  means the Purchase Agreement and\n        related Pricing Agreement, each dated July 27, 1994, among Enron, the\n        Company and the underwriters named therein.\n\n                \"Withdrawal Opinion of Counsel\" has the meaning given that\n        term in Section 11.01(b).\n\n\n                                     -5-\n\n   7\n\n        1.02 OTHER DEFINITIONS.  Other terms defined herein have the meanings\nso given them.\n              \n        1.03 REFERENCES.  All references herein to one gender shall include the\nothers and the singular shall include the plural and vice versa as appropriate.\nAll references to an Entity shall be deemed to include its successors and\nassigns, to the extent succession or assignment is not restricted by this\nAgreement.  Whenever the context requires, the gender of all words used in this\nAgreement includes the masculine, feminine and neuter.  Unless otherwise\nspecified, all references to \"Articles\" and \"Sections\" refer to articles\nand sections of this Agreement.\n\n\n                                  ARTICLE II\n                                 ORGANIZATION\n\n        2.01 FORMATION.   (a) The General Partner and the Organizational\nLimited Partner have previously formed Enron Capital Resources, L.P. as a\nlimited partnership, referred to herein as the \"Company,\" pursuant to the\nprovisions of the Delaware Act and hereby amend and restate the original\nAgreement of Limited Partnership of Enron Capital Resources, L.P. in its\nentirety.  Subject to the provisions of this Agreement, the General Partner and\nthe Organizational Limited Partner hereby continue the Company as a limited\npartnership pursuant to the provisions of the Delaware Act.  Except as\nexpressly provided to the contrary in this Agreement, the rights and\nobligations of the Partners and the administration, dissolution and termination\nof the Company shall be governed by the Delaware Act.  All Partnership\nInterests shall constitute personal property of the owner thereof for all\npurposes.\n\n        (b)  In connection with the formation of the Company, Enron has been\nadmitted as a general partner of the Company, and the Organizational Limited\nPartner has been admitted as a limited partner of the Company.  As of the\nClosing Time, after giving effect to the transactions contemplated by Section\n4.01 hereof, the interest in the Company of the Organizational Limited Partner\nshall be terminated and the Organizational Limited Partner shall withdraw as a\nlimited partner of the Company.\n\n        2.02 NAME.  The name of the Company is \"Enron Capital Resources,\nL.P.\" and all Company business must be conducted in that name or such other\nnames that comply with applicable law as the General Partner may select from\ntime to time.\n\n        2.03 REGISTERED OFFICE; REGISTERED AGENT; OTHER OFFICES.  The\nregistered office of the Company in the State of Delaware shall be at such\nplace as the General Partner may designate from time to time.  The registered\nagent for service of process on the Company in the State of Delaware or any\nother jurisdiction shall be such Person or Persons as the General Partner may\ndesignate from time to time.  The Company may have such other offices as the\nGeneral Partner may designate from time to time.\n\n\n                                     -6-\n\n\n   8\n\n                2.04 PURPOSES.  The purpose and nature of the business to be\nconducted by the Company shall be to issue Preferred Securities from time to\ntime in accordance with this Agreement and to lend the net proceeds of the sale\nthereof (together with the Capital Contributions required to be made by the\nGeneral Partner in respect thereof) to Enron (or any Affiliate of Enron\ndesignated by it, provided that the obligations of such Affiliate to repay such\nloan and interest thereon are guaranteed by Enron under an agreement containing\nsubordination provisions similar to the subordination provisions of the Loan\nAgreement) and to engage in any other business or activity that now or\nhereafter may be necessary, incidental, proper, advisable or convenient to\naccomplish the foregoing purposes and that is not forbidden by the law of the\njurisdiction in which the Company engages in that business; provided that the\nCompany shall have no power to borrow money, to become liable for the\nborrowings of any third party or to engage in any financial or other trade or\nbusiness.  Specifically, the Company may invest in investment assets, such as\nthe Loan, but may not invest in assets which are likely to result in Company\nliabilities, such as active business assets.\n\n        2.05 FOREIGN QUALIFICATION.  Prior to the Company's conducting business\nin any jurisdiction other than Delaware, the General Partner shall cause the\nCompany to comply, to the extent those matters are reasonably within the\ncontrol of the General Partner, with all requirements necessary to qualify the\nCompany as a foreign limited partnership (or a partnership in which the Limited\nPartners have limited liability) in that jurisdiction.  At the request of the\nGeneral Partner, each Partner shall execute, acknowledge, swear to and deliver\nall certificates and other instruments conforming with this Agreement that are\nnecessary or appropriate to continue and terminate the Company as a limited\npartnership under the law of the State of Delaware and to qualify, continue and\nterminate the Company as a foreign limited partnership (or a partnership in\nwhich the Limited Partners have limited liability) in all other jurisdictions\nin which the Company may conduct business, and to this end the General Partner\nmay use the power of attorney described in Section 7.07.\n\n        2.06 TERM.  The Company shall continue in existence until its business\nand affairs are wound up following dissolution automatically at the close of\nCompany business on December 31, 2084, or such earlier time as this Agreement\nmay specify.\n\n        2.07 MERGER OR CONSOLIDATION.  Except as otherwise provided in Section\n3.06(f), the Company may merge or consolidate with or into another limited\npartnership or other Entity, or enter into an agreement to do so, only with the\nconsent of the General Partner and the holders of 66-2\/3% in liquidation\npreference of the Preferred Securities.\n        \n\n                                  ARTICLE III\n                     ISSUANCE AND DISPOSITION OF INTERESTS\n\n        3.01 PARTNERS.   (a) The General Partner and the Organizational Limited\nPartner have previously formed the Company as a limited partnership pursuant to\nthe provisions of the Delaware Act and were admitted to the Company as a\ngeneral partner and a limited partner, respectively.\n\n\n                                     -7-\n\n\n   9\n \n        (b)  Without necessity for execution of this Agreement, upon receipt by\na Person of a Preferred Security Certificate and payment of the Purchase Price\nfor the Preferred Securities represented by such Preferred Security Certificate\nin connection with the initial issuance by the Company of such Preferred\nSecurities, which shall be deemed to constitute a request by such Person that\nthe books and records of the Company reflect such Person's admission as a\nLimited Partner, such Person shall be admitted to the Company as a Limited\nPartner and shall become bound by this Agreement.\n\n        (c)  At the Closing Time, the General Partner will pay to the Company\nas a Capital Contribution an aggregate of $19,936.709 in cash, which amount is\nequal to 21% of the total Capital Contributions to be made at the Closing Time,\nincluding the Capital Contributions of the holders of Series A Preferred\nSecurities issued at the Closing Time, as provided in Section 4.01 hereof; and\neach Person who acquires a Series A Preferred Security in connection with the\ninitial issuance by the Company of Series A Preferred Securities will pay to\nthe Company as a Capital Contribution cash in an amount equal to the Purchase\nPrice for such Series A Preferred Security.  After the Closing Time, the\nGeneral Partner may issue no additional Limited Partner interests in the\nCompany other than Preferred Securities authorized as provided in Section 3.04\nhereof and issued for cash paid to the Company as a Capital Contribution, and\nupon each such issuance of additional Preferred Securities the General Partner\nshall pay to the Company as a Capital Contribution cash in an amount equal to\n21% of the sum of (i) the total amount paid to the Company as a Capital\nContribution for such additional Preferred Securities and (ii) such Capital\nContribution of the General Partner.  The General Partner agrees that it will\ntake such action as is necessary, including the making of additional Capital\nContributions, to ensure that at all times at least 21% of the total value of\nthe Company and at least 21% of each item of capital, income, gain, loss,\ndeduction and credit of the Company will be attributable to its interest as\nGeneral Partner.\n\n        (d)  The name and mailing address of each Partner and the amount paid\nby such Partner to the Company as a Capital Contribution shall be listed on the\nbooks and records of the Company.  The General Partner shall be required to\nupdate the books and records from time to time as necessary to accurately\nreflect the information therein.  A Series A Preferred Security holder's\ninterest in the Company shall be represented by the Preferred Security\nCertificates held by such Series A Preferred Security holder.  No Limited\nPartner, including a Series A Preferred Security Holder, shall have an interest\nin specific Company property.\n\n        3.02 REPRESENTATIONS AND WARRANTIES.  Each of the General Partner and\nthe Organizational Partner represents and warrants to the Company and each\nother Partner that (a)  it is duly organized, validly existing and in good\nstanding under the law of the state of its incorporation and is duly qualified\nand in good standing as a foreign corporation in the jurisdiction of its\nprincipal place of business, (b) that it has full corporate power and authority\nto enter into this Agreement and to perform its obligations hereunder, and all\nnecessary actions by its board of directors, shareholders and other Persons\nnecessary for the due authorization, execution, delivery and performance of\nthis Agreement by it have been duly taken, (c) that it has duly executed and\ndelivered this Agreement, and (d) that its \n\n\n                                     -8-\n\n   10\n\nauthorization, execution, delivery and performance of this Agreement do not \nconflict with any other agreement or arrangement to which it is a party or by \nwhich it is bound.\n\n        3.03 ADDITIONAL PARTNERS.  Additional Persons may be admitted to the\nCompany and new Partnership Interests issued to existing or new Partners only\nin accordance with the provisions of this Article III.  To be effective, any\nsuch creation of Partnership Interests and admissions must be reflected in an\nAction as provided in Section 3.04 hereof.\n\n        3.04 ISSUANCES OF PREFERRED SECURITIES.  (a)  The General Partner is\nhereby authorized to cause the Company to issue, in addition to the Partnership\nInterests issued pursuant to Section 3.01(a), Preferred Securities, in one or\nmore series, for any Company purpose, at any time or from time to time, for\nsuch consideration and on such terms and conditions as shall be established by\nthe General Partner in its sole discretion, all without the approval of any\nLimited Partners except as otherwise provided in this Agreement or any Action\ncreating any series of Preferred Securities.  The General Partner shall have\nsole discretion, subject to the guidelines set forth in this Section 3.04 and\nthe requirements of the Delaware Act, in determining the consideration and\nterms and conditions with respect to any issuance of Preferred Securities.\n\n        (b)  Notwithstanding the foregoing, the proceeds received by the\nCompany from the issuance of any series of Preferred Securities, together with\nthe proceeds of any Capital Contribution of the General Partner made at the\ntime of such issuance as required by Section 3.01(c) hereof, shall be loaned by\nthe Company:\n\n                (i)   upon issuance of the Series A Preferred Securities to be\n        issued at the Closing Time, to Enron pursuant to the Loan Agreement; or\n\n                (ii)  upon issuance of any series of Preferred Securities\n        issued after the Closing Time, either (x) to Enron pursuant to a loan\n        agreement containing terms and provisions similar to the Loan Agreement\n        and ranking pari passu with the Loan Agreement or (y) to an Affiliate\n        of Enron designated by it, provided that the obligations of such\n        Affiliate to repay such loan and interest thereon are guaranteed by\n        Enron under an agreement ranking pari passu with the Loan Agreement and\n        containing subordination provisions similar to the subordination \n        provisions of the Loan Agreement.\n\n        (c)  Preferred Securities to be issued by the Company shall be issuable\nfrom time to time in one or more series, with such designations, preferences\nand relative, participating, optional or other special rights, powers and\nduties as shall be fixed by the General Partner in the exercise of its sole\ndiscretion (subject to the limitations herein and under Delaware law) and\nreflected in a written action or actions approved by the General Partner (each,\nan ``Action,'' each of which shall be deemed an amendment to this Agreement). \nThe Action with respect to the Series A Preferred Securities is set forth in\nArticle IV.  Each Action shall provide for the issue of Preferred Securities of\na particular series and shall set forth, without limitation, (i) the\nallocations of items of Company income, gain, loss, deduction and credit to\nsuch series of Preferred Securities; (ii) the right of such series of Preferred\nSecurities to share in Company Dividends; (iii) the rights of such series of\nPreferred \n\n                                     -9-\n\n\n   11\n        \nSecurities upon dissolution and liquidation of the Company; (iv) whether such\nseries of Preferred Securities is redeemable by the Company and, if so, the\nprice at which, and the terms and conditions upon which, such series of\nPreferred Securities may be redeemed by the Company; (v) whether such series of\nPreferred Securities is issued with the privilege of conversion and, if so, the\nrate at which, and the terms and conditions upon which, such series of\nPreferred Securities may be converted into any other series of Preferred\nSecurities or other property; (vi) the terms and conditions upon which such\nseries of Preferred Securities will be issued, evidenced by certificates and\nassigned or transferred; and (vii) the right, if any, of such series of\nPreferred Securities to vote on Company matters, including, without limitation,\nmatters relating to the relative rights, preferences and privileges of such\nseries.  Without the consent of the holders of 66-2\/3% in liquidation\npreference of the Preferred Securities, however, the General Partner may not\nauthorize the issuance of any Preferred Securities or any other Limited Partner\ninterest in the Company, unless such interest is a series of Preferred\nSecurities that ranks pari passu with each other series of Preferred Securities\nthen outstanding with respect to participation in the profits and assets of the\nCompany, including the right to receive Dividends and the right to receive\npayments out of the assets of the Company upon voluntary or involuntary\ndissolution, winding up or termination of the Company.  The General Partner may\nexecute, swear to, acknowledge, deliver, file and record whatever documents may\nbe required in connection with the issue from time to time of Preferred\nSecurities so ranking pari passu in one or more series as shall be necessary,\nconvenient or desirable to reflect the issue of such series.  The General\nPartner shall do all things it deems to be appropriate or necessary to comply\nwith the Act and is authorized and directed to do all things it deems to be\nnecessary or permissible in connection with any such future issuance, including\ncompliance with any statute, rule, regulation or guideline of any federal,\nstate or other governmental agency or any securities exchange.  All Preferred\nSecurities shall rank senior to the General Partner's Partnership Interest with\nrespect to participation in the profits and assets of the Company, including\nthe right to receive distributions and the right to receive payments out of the\nassets of the Company upon voluntary or involuntary dissolution, winding up or\ntermination of the Company.  All Preferred Securities redeemed, purchased or\notherwise acquired by the Company (including Preferred Securities surrendered\nfor conversion or exchange) shall be cancelled.\n\n        3.05 NO PREEMPTIVE RIGHTS.  No Person shall have any preemptive,\npreferential or other similar right with respect to (a) additional Capital\nContributions; (b) issuance or sale of any class or series of Partnership\nInterests, whether unissued or hereafter created; (c) issuance of any\nobligations, evidences of indebtedness or other securities of the Company\nconvertible into or exchangeable for, or carrying or accompanied by any rights\nto receive, purchase or subscribe to, any such Partnership Interests; (d)\nissuance of any right of subscription to or right to receive, or any warrant or\noption for the purchase of, any such Partnership Interests; or (e) issuance or\nsale of any other securities that may be issued or sold by the Company.\n\n        3.06 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.  (a)  The\nGeneral Partner shall cause to be kept on behalf of the Company a register in\nwhich, subject to such reasonable regulations as it may prescribe and subject\nto the provisions of Section 3.06(b), \n\n\n                                     -10-\n\n   12\n        \nthe General Partner will provide for the registration and transfer of Preferred\nSecurities.  The General Partner shall have the right to appoint a Transfer\nAgent for the purpose of registering Preferred Securities and transfers of such\nPreferred Securities as herein provided, and the General Partner hereby\nappoints itself as initial Transfer Agent.  The Company shall not recognize\ntransfers of Preferred Security Certificates unless same are effected in the\nmanner described in this Section 3.06.  Upon surrender for registration of\ntransfer of any Preferred Securities evidenced by a Preferred Security\nCertificate, and subject to the provisions of Section 3.06(b), the Company\nshall execute, and the Transfer Agent shall countersign (provided that no such\ncountersignature shall be required so long as the Company or the General\nPartner is the Transfer Agent) and deliver, in the name of the holder or the\ndesignated transferee or transferees, as required pursuant to the holder's\ninstructions, one or more new Preferred Security Certificates evidencing the\nsame aggregate number of Preferred Securities as was evidenced by the Preferred\nSecurity Certificate so surrendered.\n\n        (b)  The Company shall not recognize any transfer of Preferred\nSecurities until the Preferred Security Certificates evidencing such Preferred\nSecurities are surrendered for registration of transfer.  No charge shall be\nimposed by the Company for such transfer, provided, that, as a condition to the\nissuance of any new Preferred Security Certificate under this Section 3.06, the\nGeneral Partner may require the payment of a sum sufficient to cover any tax or\nother governmental charge that may be imposed with respect thereto.\n\n        (c)  By transfer of a Preferred Security in accordance with this\nSection 3.06, the transferor shall be deemed to have given the transferee the\nright to seek admission as a Substituted Limited Partner, and each transferee\nof a Preferred Security (including, without limitation, any nominee holder or\nan agent acquiring such Preferred Security for the account of another Person)\nshall become a Substituted Limited Partner with respect to the Preferred\nSecurities so transferred to such Person when any such admission is shown on\nthe books and records of the Transfer Agent.\n\n        (d)    Preferred Securities may be transferred only in the manner\ndescribed in this Section 3.06.  The transfer of any Preferred Securities and\nthe admission of any new Partner shall not constitute an amendment to this\nAgreement.\n\n        (e)  Each distribution in respect of Preferred Securities shall be paid\nby the Company, directly or through the Transfer Agent or through any other\nPerson or agent, only to the Record Holders thereof as of the record date set\nfor the distribution.  Such payment shall constitute full payment and\nsatisfaction of the Company's liability in respect of such payment, regardless\nof any claim of any Person who may have an interest in such payment by reason\nof an assignment or otherwise.\n\n        (f)  The General Partner may not transfer all or any part of its\nPartnership Interest to any Person without the prior consent of the holders of\n66-2\/3% in liquidation preference of the Preferred Securities; provided that\nthe General Partner may merge with or into another entity, or permit another\nentity to merge with or into it, or sell, transfer or lease all or\nsubstantially all of its assets to another entity, in each case without the\nconsent \n\n                                     -11-\n\n   13\nof the holders of Preferred Securities, if:  (i) at such time no Event of\nDefault (as defined in the Loan Agreement) has occurred and is continuing, or\nwould occur as a result of such merger, sale, transfer or lease, (ii) Dividends\non Preferred Securities are not in arrears and (iii) the General Partner is the\nsurvivor of such merger or the survivor of such merger or entity to which the\nGeneral Partner's assets are sold, transferred or leased is an entity organized\nunder the laws of the United States or any state thereof, assumes all of the\nGeneral Partner's obligations under this Agreement, the Loan Agreement and the\nGuarantee (and similar agreements relating to any series of Preferred\nSecurities that may be issued after the Closing Time) and becomes the General\nPartner.\n\n        3.07 BOOK ENTRY INTERESTS.  Unless otherwise stated in the Action\ncreating a series of Preferred Securities, the Preferred Security Certificates,\non original issuance, will be issued in the form of one or more global\nPreferred Security Certificate or Preferred Security Certificates representing\nthe Book Entry Interests, to be delivered to DTC, the initial Clearing Agency,\nby, or on behalf of, the Company.  Such Preferred Security Certificate or\nPreferred Security Certificates shall initially be registered on the books and\nrecords of the Company in the name of Cede &amp; Co., the nominee of  DTC, and no\nPreferred Security Owner will receive a definitive Preferred Security\nCertificate representing such Preferred Security Owner's interests in such\nPreferred Security Certificate, except as provided in Section 3.10.  Unless and\nuntil definitive, fully registered Preferred Security Certificates (the\n``Definitive Preferred Security Certificates'') have been issued to the\nPreferred Security Owners pursuant to Section 3.10:\n\n                (i)   The provisions of this Section 3.07 shall be in full\n        force and effect;\n\n                (ii)  The Company and the General Partner shall be entitled to\n        deal with the Clearing Agency for all purposes of this Agreement\n        (including the payment of Dividends on the Preferred Security\n        Certificates and receiving approvals, votes or consents hereunder) as\n        the Preferred Security holder and the sole holder of the Preferred\n        Security Certificates and shall have no obligation to any Preferred\n        Security Owner;\n\n                (iii)  To the extent that the provisions of this Section 3.07\n        conflict with any other provisions of this Agreement, the provisions of\n        this Section 3.07 shall control; and\n\n                (iv)  The rights of the Preferred Security Owners shall be\n        exercised only through the Clearing Agency and shall be limited to\n        those established by law and agreements between such Preferred Security\n        Owners and the Clearing Agency Participants.  DTC will make book entry\n        transfers among the Clearing Agency Participants and receive and\n        transmit payments of Dividends on the Preferred Security Certificates\n        to such Clearing Agency Participants.\n\n        3.08 NOTICES TO CLEARING AGENCY.  Whenever a notice or other\ncommunication to the Preferred Security holders is required under this\nAgreement, unless and until Definitive \n\n\n                                     -12-\n\n   14\n\nPreferred Security Certificates shall have been issued to the Preferred \nSecurity Owners pursuant to Section 3.10, the General Partner shall give all \nsuch notices and communications specified herein to be given to the Preferred \nSecurity holders to the Clearing Agency and shall have no obligations to the \nPreferred Security Owners.\n\n        3.09 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.  If any Clearing Agency\nelects to discontinue its services as securities depository with respect to the\nPreferred Securities, the General Partner may, in its sole discretion, appoint\na successor Clearing Agency with respect to the Preferred Securities.\n\n        3.10 DEFINITIVE PREFERRED SECURITY CERTIFICATES; APPOINTMENT OF PAYING\nAGENT(S).  If (i) a Clearing Agency elects to discontinue its services as\nsecurities depository with respect to the Preferred Securities or any series\nthereof and a successor Clearing Agency is not appointed within 90 days after\nsuch discontinuance pursuant to Section 3.09 or (ii) the Company elects to\nterminate the book entry system through the Clearing Agency, then (a)\nDefinitive Preferred Security Certificates shall be prepared by the Company and\n(b) the General Partner shall authorize one or more Persons (each, a \"Paying\nAgent\") to pay Dividends, redemption payments or liquidation payments on\nbehalf of the Company with respect to the Preferred Securities or such series,\nas applicable.  Upon surrender of the global Preferred Security Certificate or\nPreferred Security Certificates representing the Book Entry Interests by the\nClearing Agency, accompanied by registration instructions, the General Partner\nshall cause Definitive Preferred Security Certificates to be delivered to\nPreferred Security Owners in accordance with the instructions of the Clearing\nAgency.  Neither the General Partner nor the Company shall be liable for any\ndelay in delivery of such instructions and may conclusively rely on, and shall\nbe protected in relying on such instructions.  Any Person receiving a\nDefinitive Preferred Security Certificate in accordance with this Section 3.10\nshall be admitted to the Company as a Limited Partner upon issuance of such\nDefinitive Preferred Security Certificate and shall be registered on the books\nand records of the Company as a Preferred Security holder.  The Clearing Agency\nor the nominee of the Clearing Agency, as the case may be, shall cease to be a\nLimited Partner under this Section 3.10 at the time that at least one\nadditional Person is admitted to the Company as a Limited Partner in accordance\nwith this Section 3.10.  The Definitive Preferred Security Certificates shall\nbe printed, lithographed or engraved or may be produced in any other manner as\nis reasonably acceptable to the General Partner, as evidenced by its execution\nthereof.\n\n\n                                   ARTICLE IV\n                ACTION AUTHORIZING SERIES A PREFERRED SECURITIES\n\n        4.01 AUTHORIZATION FOR ISSUANCE.  A total of 3,000,000 of Series A\nPreferred Securities are hereby authorized for issuance at the Closing Time\npursuant to the terms of the Underwriting Agreement.  At the Closing Time, the\nCompany shall issue such Series A Preferred Securities upon receipt of the\nPurchase Price as provided in the Underwriting Agreement.  The designations,\npreferences and relative, participating, optional or other \n\n\n                                     -13-\n\n   15\n\nspecial rights, powers and duties relating to the Series A Preferred \nSecurities are as set forth in this Article IV.\n\n        4.02 DIVIDENDS.  (a)  Series A Dividends are cumulative, accrue from\nAugust 3, 1994 and are payable monthly in arrears on the last day of each\ncalendar month of each year, commencing August 31, 1994, out of moneys held by\nthe Company and legally available therefor, except as otherwise provided\nherein. The Series A Dividends are fixed at a rate per annum of 9% of $25 per\nSeries A Preferred Security.  Series A Dividends in arrears for more than one\nmonth will accumulate additional Series A Dividends thereon at the rate per\nannum of 9% thereof.  The amount of Series A Dividends payable for any period\nwill be computed on the basis of twelve 30-day months and a 360-day year and,\nfor any period shorter than a full monthly dividend period, will be computed on\nthe basis of the actual number of days elapsed in such period.  Series A\nDividends must be paid on the dates payable to the extent that the General\nPartner reasonably anticipates that at the time of payment the Company will\nhave, and must be paid by the Company to the extent that at the time of\nproposed payment it has, (x) funds legally available for the payment of such\nSeries A Dividends and (y) cash on hand sufficient to permit such payments.\n\n        (b)  Series A Dividends will be payable to the record holders of Series\nA Preferred Securities as they appear on the security register maintained by\nthe Transfer Agent on the relevant record dates, which will be one Business Day\nprior to the relevant payment dates.  In the event that any date on which\nSeries A Dividends are payable is not a Business Day, then payment of the\nSeries A Dividends payable on such date will be made on the next succeeding day\nwhich is a Business Day (and without any interest or other payment in respect\nof any such delay) except that, if such Business Day is in the next succeeding\ncalendar year, such payment shall be made on the immediately preceding Business\nDay, in each case with the same force and effect as if made on such date.\n\n        4.03 PROHIBITION ON PAYMENTS IN CERTAIN EVENTS.  If Series A Dividends\nhave not been paid in full, the Company shall not:\n\n                (a)   pay, or set aside for payment, any Dividends on any other\n        series of Preferred Securities, unless the amount of any Dividends on\n        any other series of Preferred Securities is paid on such other series \n        of Preferred Securities and the Series A Preferred Securities on a \n        pro rata basis on the date such Dividends are paid on such other \n        series of Preferred Securities, so that\n\n                        (i)  the aggregate amount of Series A Dividends paid on\n                the Series A Preferred Securities bears to the aggregate amount\n                of Dividends paid on such other series of Preferred Securities\n                the same ratio as\n\n                        (ii) the aggregate of all accrued and unpaid Series A\n                Dividends in respect of the Series A Preferred Securities bears \n\n\n                                     -14-\n\n   16\n\n\n                to the aggregate of all accrued and unpaid Dividends in \n                respect of such other series of Preferred Securities; or\n\n                (b)   redeem, purchase or otherwise acquire any Preferred\n        Securities other than the redemption of all outstanding Series A\n        Preferred Securities at the Redemption Price (as hereinafter defined);\n\nuntil, in each case, such time as all accrued and unpaid Series A Dividends\nshall have been paid in full for all dividend periods terminating on or prior\nto, in the case of clause (a), such payment and, in the case of clause (b), the\ndate of such redemption, purchase or acquisition.\n\n        4.04 REDEMPTION.  (a) The Series A Preferred Securities are redeemable,\nat the option of the Company, in whole or in part from time to time, on or\nafter August 31, 1999, upon not less than 30 nor more than 60 days' notice, at\nthe redemption price of $25 per Series A Preferred Security, plus accumulated\nand unpaid Series A Dividends to the date fixed for redemption (the\n\"Redemption Price\").  In the event that fewer than all the outstanding Series\nA Preferred Securities are to be so redeemed, the Preferred Securities to be\nredeemed will be selected as described under \"Book-Entry-Only Issuance--The\nDepository Trust Company\" in the Final Supplemented Prospectus.  The Company\nmay not redeem fewer than all of the outstanding Series A Preferred Securities\nunless all accumulated and unpaid Series A Dividends have been paid on all\nSeries A Preferred Securities for all monthly dividend periods terminating on\nor prior to the date of redemption.  If a partial redemption would result in a\ndelisting of the Series A Preferred Securities on any national securities\nexchange on which such securities are listed, the Company may only redeem the\nSeries A Preferred Securities in whole.\n                                       \n        (b)  If at any time Enron repays or prepays the Loan, the proceeds from\nsuch repayment will be applied to redeem the Series A Preferred Securities at\nthe Redemption Price upon not less than 30 nor more than 60 days' notice,\nprovided that no such redemption shall occur if such amounts are reloaned to\nEnron in accordance with the following sentence.  Such amounts may be reloaned\nto Enron, and not used for such redemption, if at the time of each such loan,\nand as determined in the judgment of the General Partner and its financial\nadvisor, (i) Enron is not in bankruptcy, (ii) Enron is not in default on any\nloan pertaining to the Series A Preferred Securities, (iii) Enron has made\ntimely payments on the repaid Loan for the immediately preceding 18 months,\n(iv) the Company is not in arrears on payments of Series A Dividends on the\nSeries A Preferred Securities, (v) Enron is expected to be able to make timely\npayment of principal and interest on such loan, (vi) such loan is being made on\nterms, and under circumstances, that are consistent with those which a lender\nwould require for a loan to an unrelated party, (vii) such loan is being made\nat a rate sufficient to provide payments equal to or greater than the amount of\nSeries A Dividends that accrue on the Series A Preferred Securities, (viii) the\nsenior unsecured long-term debt of Enron is rated BBB- or better by Standard &amp; Poor's Corporation or \"Baa3\" or better by Moody's Investors Service, Inc. or\nthe equivalent by any other nationally recognized statistical rating\norganization, (ix) such loan is being made for a term that is consistent with\nmarket circumstances and Enron's financial condition, (x) the term \n\n\n                                     -15-\n\n   17\n\nof such loan is no more than 30 years, and (xi) the final maturity of such \nloan is not later than the 49th anniversary of the issuance of the Series A \nPreferred Securities.\n\n        (c)  In the event that, after the Closing Time, legislation is enacted\nor existing law is modified or interpreted in a manner that causes the Company\nto be treated as an association taxable as a corporation or otherwise taxable\nas an entity for federal or state income tax purposes with respect to its\noperations for any period prior to August 31, 1999, the Company, subject to the\nconsent of Enron, may redeem all, but not less than all, of the Series A\nPreferred Securities upon not less than 30 nor more than 60 days' notice at the\nRedemption Price, even if such redemption occurs prior to August 31, 1999.  For\npurposes of the foregoing, such right to redeem shall exist in the event that\nthe General Partner is advised by independent legal counsel that a substantial\nrisk exists that the Company will be so treated or taxed as a result of such\nlegislation, modification or interpretation that occurred after the Closing\nTime.  If the Company exercises its redemption right pursuant to this Section\n4.04(c), the date fixed for redemption shall be no earlier than one Business\nDay prior to the first day of the earliest period with respect to which Company\nmay be so treated as an association taxable as a corporation or otherwise\ntaxable as an entity for federal or state income tax purposes.\n\n        (d)  If the Company gives a notice of redemption in respect of Series A\nPreferred Securities (which notice will be irrevocable), then, by 12:00 noon,\nNew York time, on the redemption date, the Company will irrevocably pay to the\nRecord Holders of the Series A Preferred Securities funds sufficient to pay the\napplicable Redemption Price or will deposit such funds with the Clearing Agency\n(or if no Person acts as Clearing Agency, a bank or trust company having\ncapital, surplus and undivided profits of at least $100 million) for the\nbenefit of such Record Holders.  If notice of redemption shall have been given\nand funds deposited as required, then upon the date of such deposit all rights\nof holders of such Series A Preferred Securities so called for redemption will\ncease, except the right of the holders of such Preferred Securities to receive\nthe Redemption Price, but without interest.  In the event that any date fixed\nfor redemption of Series A Preferred Securities is not a Business Day, then\npayment of the Redemption Price payable on such date will be made on the next\nsucceeding day which is a Business Day (and without any interest or other\npayment in respect of any such delay), except that, if such Business Day falls\nin the next calendar year, such payment will be made on the immediately\npreceding Business Day.  In the event that payment of the Redemption Price in\nrespect of Series A Preferred Securities is improperly withheld or refused and\nnot paid either by the Company or by Enron pursuant to the Guarantee, Series A\nDividends on such Preferred Securities will continue to accrue at the then\napplicable rate, from the original redemption date to the date of payment, in\nwhich case the actual payment date will be considered the date fixed for\nredemption for purposes of calculating the Redemption Price.\n\n        4.05 LIQUIDATION, DISSOLUTION OR WINDING UP.  (a) In the event of any\nvoluntary or involuntary liquidation, dissolution or winding up of the Company,\nthe holders of the Series A Preferred Securities at the time outstanding will\nbe entitled to receive, out of the assets of the Company available for\ndistribution to Partners after satisfaction of liabilities to creditors as\nrequired by the Delaware Act, an amount equal to $25 per Series A \n\n\n                                     -16-\n\n   18\n\nPreferred Security and all accumulated and unpaid Series A Dividends to the \ndate of payment (the \"Liquidation Distribution\").\n\n        (b)  If, upon any such liquidation, dissolution or winding up, the\nLiquidation Distribution and amounts payable in such event to holders of any\nother series of Preferred Securities can be paid only in part because the\nCompany has insufficient assets available to pay in full the aggregate\nLiquidation Distribution and the aggregate maximum liquidation distributions on\nany other series of Preferred Securities, then the amounts payable by the\nCompany on the Series A Preferred Securities and on such other series of\nPreferred Securities shall be paid on a pro rata basis, so that\n\n                (i)   the aggregate amount paid in respect of the Liquidation\n        Distribution bears to the aggregate amount paid as liquidation\n        distributions on the other series of Preferred Securities the same\n        ratio as\n\n                (ii)  the aggregate Liquidation Distribution bears to the\n        aggregate maximum liquidation distributions on the other series of\n        Preferred Securities.\n\n        4.06 RIGHT OF HOLDERS TO APPOINT TRUSTEE.  If (i) the Company fails to\npay Series A Dividends in full on the Series A Preferred Securities for 18\nconsecutive monthly dividend periods; (ii) an Event of Default (as defined in\nthe Loan Agreement relating to the Loan) occurs and is continuing on the Loan;\n(iii) Enron is in default on any of its payments or other obligations under the\nGuarantee, then the holders of a majority in liquidation preference of the\noutstanding Series A Preferred Securities, together with the holders of any\nother series of Preferred Securities outstanding having the right to vote for\nthe appointment of a trustee in such event, acting as a single class, shall be\nentitled to appoint and authorize a trustee to enforce the Company's creditor\nrights under the Loan against Enron, enforce the obligations undertaken by\nEnron under the Guarantee and Section 5.03 hereof, enforce any similar\nobligations of Enron relating to any such other series and pay Series A\nDividends and distributions on any such other series to the extent the Company\nhas funds available to pay such amounts.  For purposes of determining whether\nthe Company has failed to pay Series A Dividends in full for 18 consecutive\nmonthly Series A Dividends periods, Series A Dividends shall be deemed to\nremain in arrears, notwithstanding any payments in respect thereof, until full\ncumulative Series A Dividends have been or contemporaneously are paid with\nrespect to all monthly Series A Dividend periods terminating on or prior to the\ndate of payment of such full cumulative Series A Dividends.  Not later than 30\ndays after such right to appoint a trustee arises, the General Partner will\nconvene a general meeting for the above purpose.  If the General Partner fails\nto convene such meeting within such 30-day period, the holders of 10% in\nliquidation preference of the outstanding Preferred Securities will be entitled\nto convene such meeting.  The provisions of the Partnership Agreement relating\nto the convening and conduct of the general meetings of the partners will apply\nwith respect to any such meeting.  Any trustee so appointed (i) shall not be\nadmitted as a Partner in the Company or otherwise be deemed a Partner in the\nCompany, (ii) shall have no liabilities for the debts, liabilities or\nobligations of the Company, (iii) shall vacate office immediately if the\nCompany (or Enron pursuant to the Guarantee) shall have paid in full all\naccumulated and unpaid Series A Dividends and \n\n\n                                     -17-\n\n\n   19\n\ndistributions on any such other series or such default or breach by Enron, as \nthe case may be, shall have been cured, and the General Partner will continue \nthe business of the Company without dissolution.\n\n        4.07 VOTING.  (a) If any amendment to this Agreement is proposed for\nadoption by the Partners of the Company providing for, or the General Partner\notherwise proposes to effect, (x) any variation or abrogation of the rights,\npreferences and privileges of the Series A Preferred Securities, whether by way\nof amendment to this Agreement or otherwise (including, without limitation, the\nauthorization or issuance of any securities of the Company ranking, as to\nparticipation in the profits or assets of the Company, senior or junior to the\nSeries A Preferred Securities) or (y) the liquidation, dissolution or winding\nup of the Company, then the holders of outstanding Series A Preferred\nSecurities will be entitled to vote on such proposal as a class with all other\nholders of any series of Preferred Securities similarly affected, and such\naction shall not be effective except with the approval of the holders of\n66-2\/3% in liquidation preference of the Preferred Securities; provided,\nhowever, that no such approval shall be required if the liquidation,\ndissolution or winding up of the Company is proposed or initiated upon the\ninitiation of proceedings, or after proceedings have been initiated, for the\nliquidation, dissolution or winding up of Enron.\n\n        (b)  The rights attached to the Series A Preferred Securities will be\ndeemed not to be varied by the creation or issue of, and no vote will be\nrequired for the creation or issue of, any series of Preferred Securities\nranking pari passu with the Series A Preferred Securities as provided in\nSection 3.04.  Holders of Series A Preferred Securities will have no preemptive\nrights.\n\n\n                                   ARTICLE V\n                             CAPITAL CONTRIBUTIONS\n\n        5.01 CAPITAL CONTRIBUTIONS.  Except as otherwise provided in this\nAgreement, a Partner shall not have a right to make any Capital Contributions\nto the Company.  No Capital Contribution may be made other than in cash.\n\n        5.02 RETURN OF CONTRIBUTIONS.  A Partner is not entitled to the return\nof any part of its Capital Contributions or to be paid interest in respect of\neither its capital account or its Capital Contributions.  An unrepaid Capital\nContribution is not a liability of the Company or of any Partner.  A Partner is\nnot required to contribute or to lend any cash or property to the Company to\nenable the Company to return any Partner's Capital Contributions; provided that\nnothing herein shall be deemed to affect the obligations of Enron in Section\n5.03 hereof.\n\n        5.03 EXPENSE REIMBURSEMENT.   (a)  Subject to the terms and conditions\nhereof, Enron hereby irrevocably and unconditionally guarantees to each person\nor entity to whom the Company is now or hereafter becomes indebted or liable\n(the \"Beneficiaries\") (other than obligations to holders of the Preferred\nSecurities in such holders' capacities as holders of such Preferred Securities;\nsuch obligations being separately guaranteed to the extent set \n\n\n                                     -18-\n\n\n   20\n\nforth in the Guarantee), the full payment, when and as due,  of any and all such\nindebtedness and liabilities of the Company to such Beneficiaries\n(collectively, the \"Obligations\").  The provisions of this Section 5.03 are\nintended to be for the benefit of, and to be enforceable by, all such\nBeneficiaries, whether or not such Beneficiaries have received notice hereof.\n\n        (b)    The provisions of this Section 5.03 will remain in effect until\nsuch time as all of the Preferred Securities issued by the Company shall have\nbeen redeemed in accordance with their terms or shall have been purchased and\ncancelled by the Company or Enron; provided, however, that at any time after\nthe Preferred Securities shall have been so redeemed or purchased and\ncancelled, Enron may cancel this Section 5.03 upon 30 days' notice in writing\nto the Company.  Except as provided in the preceding sentence, this Section\n5.03 is continuing, irrevocable, unconditional and absolute.\n\n        (c)  Enron hereby waives notice of acceptance of this Section 5.03 and\nof any Obligation to which it applies or may apply, and Enron hereby waives\npresentment, demand for payment, protest, notice of nonpayment, notice of\ndishonor, notice of redemption and all other notices and demands.\n\n        (d)  The obligations, covenants, agreements and duties of Enron under\nthis Section 5.03 shall in no way be affected or impaired by reason of the\nhappening from time to time of any of the following:\n\n                (i)   the release or waiver, by operation of law or otherwise,\n        of the performance or observance by the Company of any express or\n        implied agreement, covenant, term or condition relating to the\n        Obligations to be performed or observed by the Company;\n\n                (ii)  the extension of time for the payment by the Company of\n        all or any portion of the Obligations or for the performance of any\n        other obligation under, arising out of, or in connection with, the\n        Obligations;\n\n                (iii)  any failure, omission, delay or lack of diligence on the\n        part of the Beneficiaries to enforce, assert or exercise any right,\n        privilege, power or remedy conferred on the Beneficiaries with respect\n        to the Obligations or any action on the part of the Company granting \n        indulgence or extension of any kind, except that nothing herein shall \n        require payment by Enron or the Company to any third party of any \n        obligation barred by any applicable statute of limitations;\n\n                (iv)  the voluntary or involuntary liquidation, dissolution,\n        sale of any collateral, receivership, insolvency, bankruptcy,\n        assignment for the benefit of creditors, reorganization, arrangement,\n        composition or readjustment of debt of, or other similar proceedings\n        affecting, the Company or any of the assets of the Company; or\n\n\n\n                                     -19-\n\n   21\n\n                (v)   the settlement or compromise of any Obligation guaranteed\n        hereby or any obligation hereby incurred.\n\nThere shall be no obligation of the Beneficiaries to give notice to, or obtain\nthe consent of, Enron with respect to the happening of any of the foregoing.\n\n        (e)  A Beneficiary may enforce the provisions of this Section 5.03\ndirectly against Enron, and Enron waives any right or remedy to require that\nany action be brought against the Company or any other person or entity before\nproceeding against Enron.\n\n        5.04 CAPITAL ACCOUNTS.  A capital account shall be established and\nmaintained for each Partner in compliance with Treasury Regulation \nSection 1.704-1(b)(2)(iv).\n\n\n                                   ARTICLE VI\n                         ALLOCATIONS AND DISTRIBUTIONS\n\n        6.01 ALLOCATIONS.  Except as provided in Section 6.02,\n\n                (a)   the Company's Net Income for each calendar month shall be\n        allocated as follows:\n\n                        (i)  First, to the Record Holders of each series of\n                Preferred Securities as of the record date in such calendar\n                month for the payment of Dividends on such series of Preferred\n                Securities in an amount equal to the excess of (x) all\n                Dividends accrued on such series of Preferred Securities (in\n                accordance with the Action creating such series) from their\n                date of issuance through and including the close of such\n                calendar month over (y) the amount of Net Income allocated to\n                the Record Holders of such series of Preferred Securities\n                pursuant to this Section 6.01(a)(i) in all prior calendar\n                months; amounts allocated to all Record Holders of any series\n                of Preferred Securities shall be allocated among such Record\n                Holders in proportion to the number of Preferred Securities of\n                such series held by such Record Holders; and\n                                                            \n                        (ii) All remaining Net Income shall be allocated to the\n                General Partner.\n\n                (b)   The Company's Net Loss for any fiscal period shall be\n        allocated solely to the General Partner.\n\n        6.02 OTHER ALLOCATION PROVISIONS.  (a)   For purposes of determining\nthe profits, losses or any other items allocable to any period, profits, losses\nand any such other items shall be determined on a daily, monthly or other\nbasis, as determined by the General \n\n\n\n                                     -20-\n\n   22\n\nPartner using any method that is permissible under Section 706 of the Code and \nTreasury Regulations thereunder.\n\n        (b)  Notwithstanding anything to the contrary that may be expressed or\nimplied in this Article VI, the interest of the General Partner in each item of \nincome, gain, loss, deduction and credit will be equal to at least 1%\nof each such item.\n\n        (c)  All items of income, gain, loss, deduction and credit allocable to\nany Partnership Interest that may have been transferred shall be allocated\nbetween the transferor and the transferee based on the portion of the calendar\nyear during which each was recognized as owning that Partnership Interest,\nwithout regard to the results of Company operations during any particular\nportion of that calendar year and without regard to whether cash distributions\nwere made to the transferor or the transferee during that calendar year;\nprovided, however, that this allocation must be made in accordance with a\nmethod permissible under Section 706 of the Code and the Treasury Regulations\nthereunder.\n\n        6.03 ALLOCATIONS FOR INCOME TAX PURPOSES.  The income, gains, losses,\ndeductions and credits of the Company shall be allocated in the same manner as\nthe items entering into the computation of Net Income and Net Loss were\nallocated under Sections 6.01 and 6.02; provided, however, that solely for\nfederal, state and local income and franchise tax purposes and not for book or\ncapital account purposes, income, gain, loss and deduction with respect to any\nproperty properly carried on the Company's books at a value other than the tax\nbasis of such property shall be allocated in a manner determined in the General\nPartner's discretion, so as to take into account (consistently with Code\nSection 704(c) principles) the difference between such property's book value\nand its tax basis.\n\n        6.04 WITHHOLDING.  The Company shall comply with withholding\nrequirements under federal, state and local law and shall remit amounts\nwithheld to and file required forms with applicable jurisdictions.  To the\nextent that the Company is required to withhold and pay over any amounts to any\nauthority with respect to distributions or allocations to any Partner, the\namount withheld shall be deemed to be a distribution in the amount of the\nwithholding to the Partner. In the event of any claimed over-withholding,\nPartners shall be limited to an action against the applicable jurisdiction.  If\nthe amount required to be withheld was not withheld from actual distributions,\nthe Company may reduce subsequent distributions by the amount of such\nwithholding.  Each Partner agrees to furnish the Company with any\nrepresentations and forms as shall reasonably be requested by the Company to\nassist it in determining the extent of, and in fulfilling, its withholding\nobligations.\n            \n        6.05 DISTRIBUTIONS.  Limited Partners shall receive periodic Dividends,\nif any, redemption payments and liquidation distributions in accordance with\nthe applicable terms of the Preferred Securities.  Subject to the rights of the\nholders of Preferred Securities, all remaining cash shall be distributed to the\nGeneral Partner at such time as the General Partner shall determine.\n\n\n                                     -21-\n\n   23\n\n\n                                  ARTICLE VII\n                            MANAGEMENT AND OPERATION\n\n        7.01 MANAGEMENT OF COMPANY AFFAIRS.  (a)  Except for situations in\nwhich the consent of other Partners is expressly required by this Agreement or\nby nonwaivable provisions of applicable law, the General Partner shall have\nfull, complete and exclusive authority to manage and control the business,\naffairs and properties of the Company, to make all decisions regarding those\nmatters and to perform any and all other acts or activities customary or\nincident to the management of the Company's business.  The General Partner may\nmake all decisions and take all actions for the Company not otherwise provided\nfor in this Agreement, including, without limitation, the following:\n\n                (i)   entering into, making and performing contracts,\n        agreements and other undertakings binding the Company that may be\n        necessary, appropriate or advisable in furtherance of the purposes of\n        the Company and making all decisions and waivers thereunder;\n\n                (ii)  opening and maintaining bank and investment accounts and\n        arrangements, drawing checks and other orders for the payment of money\n        and designating individuals with authority to sign or give instructions\n        with respect to those accounts and arrangements;\n\n                (iii)  maintaining the assets of the Company in good order;\n\n                (iv)  collecting sums due the Company;\n\n                (v)   to the extent that funds of the Company are available,\n        paying debts and obligations of the Company;\n\n                (vi)  selecting, removing and changing the authority and\n        responsibility of lawyers, accountants and other advisers and\n        consultants; and\n\n                (vii)  making all decisions and exercising all rights for the\n        General Partner under other provisions of this Agreement.\n\n        (b)  Notwithstanding the provisions of Section 7.01(a), the General\nPartner may not cause the Company to do any of the following without the\nconsent of the holders of a 66-2\/3% in liquidation preference of the Preferred\nSecurities:\n           \n                (i)   engage in any business other than those permitted as\n        described in Section 2.04; and\n\n                (ii)  merge, consolidate or combine the Company with or into\n        any other Entity, except as otherwise provided in Section 3.06(f).\n\n\n                                     -22-\n\n   24\n\n        (c)  No Partner (other than the General Partner) has the authority or\npower to act for or on behalf of the Company, to do any act that would be\nbinding on the Company or to incur any expenditures on behalf of the Company.\n\n        (d)  Any Person dealing with the Company, other than a Partner, may\nrely on the authority of the General Partner in taking any action in the name\nof the Company without inquiry into the provisions of this Agreement or\ncompliance herewith, regardless of whether that action actually is taken in\naccordance with the provisions of this Agreement.\n\n        7.02 COMPENSATION.  The General Partner is not entitled to compensation\nfor its services as General Partner.\n\n        7.03 EXCULPATION.  (a) No Indemnified Person shall be liable,\nresponsible or accountable in damages or otherwise to the Company or any\nCovered Person for any loss, damage or claim incurred by reason of any act or\nomission performed or omitted by such Indemnified Person in good faith on\nbehalf of the Company and in a manner reasonably believed to be within the\nscope of the authority conferred on such Indemnified Person by this Agreement\nor by law except that an Indemnified Person shall be liable for any such loss,\ndamage or claim incurred by reason of such Indemnified Person's gross\nnegligence or willful misconduct with respect to such acts or omissions.\n\n        (b)  An Indemnified Person shall be fully protected in relying in good\nfaith upon the records of the Company and upon such information, opinions,\nreports or statements presented to the Company by any Person as to matters the\nIndemnified Person reasonably believes are within such other Person's\nprofessional or expert competence and who has been selected with reasonable\ncare by or on behalf of the Company, including information, opinions, reports\nor statements as to the value and amount of the assets, liabilities, profits,\nlosses or any other facts pertinent to the existence and amount of assets from\nwhich distributions to Partners might properly be paid.\n\n        7.04 FIDUCIARY DUTY.  (a)  To the extent, that at law or in equity, an\nIndemnified Person has duties (including fiduciary duties) and liabilities\nrelating thereto to the Company or to any other Covered Person, an Indemnified\nPerson acting under this Agreement shall not be liable to the Company or to any\nother Covered Person for its good faith reliance on the provisions of this\nAgreement.  The provisions of this Agreement, to the extent that they restrict\nthe duties and liabilities of an Indemnified Person otherwise existing at law\nor in equity, are agreed by the parties hereto to replace such other duties and\nliabilities of such Indemnified Person.\n\n        (b)  Unless otherwise expressly provided herein, (i) whenever a\nconflict of interest exists or arises between Covered Persons, or (ii) whenever\nthis Agreement or any other agreement contemplated herein or therein provides\nthat an Indemnified Person shall act in a manner that is, or provides terms\nthat are, fair and reasonable to the Company or any Partner, the Indemnified\nPerson shall resolve such conflict of interest, taking such action or providing\nsuch terms, considering in each case the relative interest of each party\n(including its own interest) to such conflict, agreement, transaction or\nsituation and the \n\n\n                                     -23-\n\n\n   25\n\nbenefits and burdens relating to such interests, any customary or accepted \nindustry practices and any applicable generally accepted accounting practices \nor principles.  In the absence of bad faith by the Indemnified Person, the \nresolution, action or term so made, taken or provided by the Indemnified \nPerson shall not constitute a breach of this Agreement or any other agreement \ncontemplated herein or of any duty or obligation of the Indemnified Person at \nlaw or in equity or otherwise.\n\n        (c)  Whenever in this Agreement an Indemnified Person is permitted or\nrequired to make a decision (i) in its \"discretion\" or under a grant of\nsimilar authority, the Indemnified Person shall be entitled to consider only\nsuch interests and factors as it desires, including its own interests, and\nshall have no duty or obligation to give any consideration to any interest of\nor factors affecting the Company or any other Person, or (ii) in its \"good\nfaith\" or under another express standard, the Indemnified Person shall act\nunder such express standard and shall not be subject to any other or different\nstandard imposed by this Agreement or other applicable law.\n\n        7.05 INDEMNIFICATION.  (a)  To the fullest extent permitted by\napplicable law, the Company shall indemnify and hold harmless each Indemnified\nPerson from and against any loss, damage or claim incurred by such Indemnified\nPerson by reason of any act or omission performed or omitted by such\nIndemnified Person in good faith on behalf of the Company and in a manner\nreasonably believed to be within the scope of authority conferred on such\nIndemnified Person by this Agreement, except that no Indemnified Person shall\nbe entitled to be indemnified in respect of any loss, damage or claim incurred\nby such Indemnified Person by reason of gross negligence or willful misconduct\nwith respect to such acts or omissions; provided, however, that any indemnity\nunder this Section 7.05 shall be provided out of and to the extent of Company\nassets only, and no Covered Person shall have any personal liability on account\nthereof.\n\n        (b)  To the fullest extent permitted by applicable law, expenses\n(including legal fees) incurred by an Indemnified Person in defending any\nclaim, demand, action, suit or proceeding shall, from time to time, be advanced\nby the Company prior to the final disposition to such claim, demand, action,\nsuit or proceeding upon receipt by the Company of an undertaking by or on\nbehalf of the Indemnified Person to repay such amount if it shall be determined\nthat the Indemnified Person is not entitled to be indemnified as authorized in\nSection 7.05(a).\n\n        7.06 OUTSIDE BUSINESSES.  Any Partner or Affiliate thereof may engage\nin or possess an interest in other business ventures of any nature or\ndescription, independently or with others, similar or dissimilar to the\nbusiness of the Company, and the Company and the Partners shall have no rights\nby virtue of this Agreement in and to such independent ventures or the income\nor profits derived therefrom and the pursuit of any such venture, even if\ncompetitive with the business of the Company, shall not be deemed wrongful or\nimproper.  No Partner or Affiliate thereof shall be obligated to present any\nparticular investment opportunity to the Company even if such opportunity is of\na character that, if presented to the Company, could be taken by the Company,\nand any Partner or Affiliate \n\n\n                                     -24-\n\n   26\nthereof shall have the right to take for its own account (individually or as a \npartner or fiduciary) or to recommend to others any such particular investment \nopportunity.\n\n        7.07 POWER OF ATTORNEY.  Each Partner appoints the General Partner (and\nany liquidator appointed pursuant to Section 12.02) as that Partner's\nattorney-in-fact for the purpose of executing, swearing to, acknowledging and\ndelivering all certificates, documents and other instruments as may be\nnecessary, appropriate or advisable in the judgment of the General Partner (or\nthe liquidator) in furtherance of the business of the Company or complying with\napplicable law, including, without limitation, filings of the type described in\nSection 2.05.  This power of attorney is irrevocable and is coupled with an\ninterest.  On request by the General Partner (or the liquidator), a Partner\nshall confirm its grant of this power of attorney or any use of it by the\nGeneral Partner (or the liquidator) and shall execute, swear to, acknowledge\nand deliver any such certificate, document or other instrument.\n\n\n                                  ARTICLE VIII\n                            RIGHTS OF OTHER PARTNERS\n\n        8.01 INFORMATION.  In addition to the other rights set forth in this\nAgreement, each Partner is entitled to all information to which that Partner is\nentitled to have access pursuant to applicable law.\n\n        8.02 WITHDRAWAL.  A Limited Partner does not have the right or power to\nwithdraw from the Company as a limited partner.\n\n        8.03 CONSENTS AND APPROVALS.  (a)  Subject to the provisions of Section\n7.03(a) with respect to the General Partner in its capacity as such, a Partner\nmay grant or withhold its consent or vote its interest in its sole discretion,\nwithout regard to the interests of the Company or any other Partner.\n\n        (b)  In any request for consent or approval from another Partner, the\nGeneral Partner may specify a response period, ending no earlier than the 20th\nBusiness Day and no later than the 60th Business Day following the date on\nwhich the Partner whose consent or approval is given notice of the request as\ndescribed in Section 13.02.\n\n        8.04 MEETINGS.  The General Partner at any time may call a meeting of\nthe Partners to transact business that the Partners may conduct as provided in\nthis Agreement.  The call must be made by notice to all other Partners on or\nbefore the 20th Business Day prior to the date of the meeting specifying the\nlocation and the time and stating the business to be transacted at the meeting. \nAny required consent or approval of holders of Series A Preferred Securities\nmay be given by vote at a separate meeting of such holders convened for such\npurpose, at a general meeting of Partners or pursuant to written consent.  The\nCompany will cause a notice of any meeting at which holders of the Series A\nPreferred Securities are entitled to vote, or of any matter upon which action\nby written consent of such holders is to be taken, to be mailed to each holder\nof record of Series A Preferred Securities.  Each such \n        \n\n                                     -25-\n\n   27\n\nnotice will include a statement setting forth (i) the date of such meeting or \nthe date by which such action is to be taken, (ii) a description of any action \nproposed  for adoption at such meeting on which such holders are entitled to \nvote or of such matter upon which written consent is sought and (iii) \ninstructions for the delivery of proxies or consents.  Notwithstanding that \nholders of Series A Preferred Securities are entitled to vote or consent under\nany of the circumstances provided herein, any of the Series A Preferred \nSecurities (and any other series of Preferred Securities entitled to vote or \nconsent with the holders of the Series A Preferred Securities, voting or \nconsenting as a single class) that are owned by Enron or any entity owned more \nthan 50% by Enron, either directly or indirectly, shall not be entitled to \nvote or consent and shall, for the purposes of such vote or consent, be treated\nas if they were not outstanding.\n\n\n                                   ARTICLE IX\n                                     TAXES\n\n        9.01 TAX RETURNS.  The General Partner shall cause to be prepared and\nfiled all necessary federal and state income tax returns for the Company,\nincluding making the elections described in Section 9.02.  Each Partner shall\nfurnish to the General Partner all pertinent information in its possession\nrelating to Company operations that is necessary to enable the Company's income\ntax returns to be prepared and filed.\n\n        9.02 TAX ELECTIONS.  The Company shall make the following elections on\nthe appropriate tax returns:\n\n                (a)   to adopt the calendar year as the Company's fiscal year;\n\n                (b)   to adopt the accrual method of accounting and to keep the\n        Company's books and records on the accrual method; and\n\n                (c)   any other election the General Partner may deem\n        appropriate and in the best interests of the Partners.\n\nNeither the Company nor any Partner may make an election for the Company to be\nexcluded from the application of the provisions of subchapter K of chapter 1 of\nsubtitle A of the Code or any similar provisions of applicable state law.\n\n        9.03 TAX MATTERS PARTNER.  The General Partner shall be the \"tax\nmatters partner\" of the Company pursuant to Section 6231(a)(7) of the Code. \n\n\n\n                                      -26-\n   28\n\n                                   ARTICLE X\n                   BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS\n\n        10.01  MAINTENANCE OF BOOKS.  The books of account for the Company\nshall be maintained on an accrual basis in accordance with the terms of this\nAgreement, except that the capital accounts of the Partners shall be maintained\nin accordance with Section 5.04.  The calendar year shall be the accounting\nyear of the Company.\n\n        10.02  REPORTS AND OTHER INFORMATION.  The General Partner shall\nfurnish such reports and other information as the Partners may agree from time\nto time or as shall be required pursuant to any Action.\n\n        10.03  ACCOUNTING PRINCIPLES.  All accounting of the Company (and all\nother accounting done pursuant to this Agreement) shall be done in accordance\nwith generally accepted accounting principles at the time in effect, to the\nextent applicable, except where generally accepted accounting principles are\ninconsistent with the requirements of this Agreement.\n\n        10.04  ACCOUNTS.  The General Partner shall establish and maintain one\nor more separate bank and investment accounts and arrangements for Company\nfunds in the Company name with financial institutions and firms that the\nGeneral Partner determines.\n\n\n                                   ARTICLE XI\n                             WITHDRAWAL AND REMOVAL\n\n        11.01  WITHDRAWAL.  (a)  Except as otherwise provided in Article IV or\nin an Action or other amendment to this Agreement providing for the issuance of\nPreferred Securities or any series thereof, the General Partner may in its sole\ndiscretion at any time withdraw from the Company as a general partner within\nthe meaning of Section 17-602(a) of the Act, except that the General Partner\nagrees not to withdraw from the Company as a general partner prior to September\n1, 1999.  The General Partner shall be deemed to have withdrawn from the\nCompany upon the occurrence of any one of the following events (each such event\nherein referred to as an \"Event of Withdrawal\");\n\n                (i)   the General Partner voluntarily withdraws from the\n        Company by giving written notice to the other Partners;\n\n                (ii)  the General Partner is removed pursuant to Section 11.02;\n\n                (iii)  the General Partner (A) makes a general assignment for\n        the benefit of creditors; (B) files a voluntary bankruptcy petition;\n        (C) files a petition or answer seeking for itself a reorganization,\n        arrangement, composition, readjustment, liquidation, dissolution or\n        similar relief under any law; (D) files an answer or other pleading\n        admitting or failing to contest the \n\n\n\n                                     -27-\n\n   29\n        material allegations of a petition filed against the General Partner \n        in a proceeding of the type described in clauses (A)-(C) of this \n        Section 11.01 (a)(iii); or (E) seeks, consents to or acquiesces in the \n        appointment of a trustee, receiver or liquidator of the General \n        Partner or of all or any substantial part of its properties;\n\n                (iv)  a final and non-appealable judgment is entered by a court\n        with appropriate jurisdiction ruling that the General Partner is\n        bankrupt or insolvent or a final and non-appealable order for relief is\n        entered by a court with appropriate jurisdiction against the General\n        Partner, in each case under any federal or state bankruptcy or\n        insolvency laws as now or hereafter in effect; or\n\n                (v)   a certificate of dissolution or its equivalent is filed\n        for the General Partner, or 90 days expire after the date of notice to\n        the General Partner of revocation of its charter without a\n        reinstatement of its charter, under the laws of its state of\n        incorporation.\n\nIf an Event of Withdrawal specified in Section 11.01(a)(iii), (iv) or (v)\noccurs, the withdrawing General Partner shall give notice to the Limited\nPartners within 30 days after such occurrence.  The Partners hereby agree that\nonly the Events of Withdrawal described in this Section 11.01 shall result in\nthe withdrawal of the General Partner from the Company.\n\n        (b)  Except as otherwise provided in any Action providing for the\nissuance of any series of Preferred Securities, withdrawal of the General\nPartner from the Company upon the occurrence of an Event of Withdrawal shall\nnot constitute a breach of this Agreement except in the case of an Event of\nWithdrawal referred to in Section 11.01(a)(i) prior to September 1, 1999,\nprovided, that, in the case of an Event of Withdrawal referred to in Section\n11.01(a)(i) on or after September 1, 1999, prior to the effective date of such\nwithdrawal the General Partner delivers to the Company an opinion of counsel\n(\"Withdrawal Opinion of Counsel\") that such withdrawal (following the\nselection of the successor General Partner) would not result in the loss of the\nlimited liability of any Limited Partner or cause the Company to be treated as\nan association taxable as a corporation or otherwise to be taxed as an entity\nfor federal income tax purposes.  If the General Partner gives a notice of\nwithdrawal pursuant to Section 11.01(a)(i) or an Event of Withdrawal of the\ntype described in Sections 11.01(a)(iii)-(v) occurs, holders of at least a\nmajority in liquidation preference of the of the Preferred Securities and\nSharing Ratio of the Preferred Securities (excluding for purposes of such\ndetermination Preferred Securities owned by the General Partner and its\nAffiliates) may, prior to the effective date of such withdrawal, elect a\nsuccessor General Partner. If, prior to the effective date of the General\nPartner's withdrawal, a successor is not selected by the holders of Preferred\nSecurities as provided herein or the Company does not receive a Withdrawal\nOpinion of Counsel, the Company shall be dissolved in accordance with Article\nXII.  A successor General Partner approved pursuant to Section 11.01 or 11.02\nshall be admitted to the Company as the General Partner, effective immediately\nprior to the withdrawal or removal of the General Partner pursuant to \nSection 11.01 or 11.02; provided, however, that no such successor shall be\n\n\n                                     -28-\n\n   30\n\nadmitted to the Company until such successor has executed and delivered\nsuch other documents or instruments as may be required to effect such\nadmission.  Any such successor shall, subject to the terms hereof, carry on the\nbusiness of the Company without dissolution.\n\n        (c)  A Limited Partner does not have the right or power to withdraw\nfrom the Company as a limited partner, provided that upon issuance of Series A\nPreferred Securities at the Closing Time, the Organizational Limited Partner\nshall withdraw as a Limited Partner and, in connection therewith, shall be\nentitled to the return of its Capital Contributions, if any.\n\n        11.02  REMOVAL OF GENERAL PARTNER.  The General Partner may be removed\nonly if and to the extent provided for in any Action providing for the terms of\nthe Preferred Securities or any series thereof.  Unless otherwise provided in\nany such amendment to this Agreement, any such action for removal of the\nGeneral Partner must also provide for the election of a successor General\nPartner by holders of at least a majority in liquidation preference of the\nPreferred Securities and Sharing Ratio of the Preferred Securities (excluding\nfor purposes of such determination Preferred Securities owned by the General\nPartner and its Affiliates).  Such removal shall be effective immediately\nfollowing the admission of a successor General Partner.  The right of the\nholders of Preferred Securities to remove the General Partner shall not exist\nor be exercised unless the Company has received an opinion opining as to the\nmatters covered by a Withdrawal Opinion of Counsel.\n\n        11.03  INTEREST OF DEPARTING PARTNER AND SUCCESSOR GENERAL PARTNER. \n(a)  In the event of withdrawal or removal of the General Partner, if a\nsuccessor General Partner is elected in accordance with the terms of Section\n11.01 or 11.02, the withdrawing or removed General Partner (the \"Departing\nPartner\") shall, at its option exercisable prior to the effective date of the\ndeparture of such Departing Partner, promptly receive from its successor in\nexchange for its Partnership Interest as a general partner in the Company an\namount in cash equal to the fair market value of such Partnership Interest,\nsuch amount to be determined and payable as of the effective date of its\ndeparture.  Subject to Section 11.03(b), the Departing Partner shall, as of the\neffective date of its departure, cease to share in any allocations or\ndistributions with respect to its Partnership Interest as a general partner in\nthe Company and Company income, gain, loss, deduction and credit will be\nprorated and allocated as set forth in Section 6.02.\n\n        For purposes of this Section 11.03(a), the fair market value of the\nDeparting Partner's Partnership Interest shall be determined by agreement\nbetween the Departing Partner and its successor or, failing agreement within 30\ndays after the effective date of such Departing Partner's departure, by an\nindependent investment banking firm or other independent expert selected by the\nDeparting Partner and its successor, which, in turn, may rely on other experts\nand the determination of which shall be conclusive as to such matter.  If such\nparties cannot agree upon one independent investment banking firm or other\nindependent expert within 45 days after the effective date of such departure,\nthen the Departing Partner shall designate an independent investment banking\nfirm or other independent expert, the Departing Partner's successor shall\ndesignate an independent \n\n\n                                     -29-\n\n   31\n\n\ninvestment banking firm or other independent expert, and such firms or experts \nshall mutually select a third independent investment banking firm or \nindependent expert, which shall determine the fair market value of the \nPartnership Interest.  In making its determination, such independent\ninvestment banking firm or other independent expert shall consider the then\ncurrent trading price of Preferred Securities on any national securities\nexchange on which Preferred Securities are then listed, the value of the\nCompany's assets, the rights and obligations of the General Partner and other\nfactors it may deem relevant.\n\n        (b)  Any successor General Partner shall indemnify the Departing\nPartner as to all debts and liabilities of the Company arising on or after the\ndate on which the Departing Partner withdraws or is removed.\n\n\n                                  ARTICLE XII\n                    DISSOLUTION, LIQUIDATION AND TERMINATION\n\n        12.01  DISSOLUTION.  The Company shall dissolve and its affairs shall\nbe wound up on the first to occur of the following (each a \"Liquidation\nEvent\"):\n\n                (a)   the consent of the General Partner and the holders of a\n        majority in liquidation preference of the Preferred Securities;\n\n                (b)   the date set forth in Section 2.06;\n\n                (c)   the occurrence of an Event of Withdrawal specified in\n        Section 11.01(a)(iii), (iv) or (v);\n\n                (d)   the occurrence of an Event of Withdrawal specified in\n        Section 11.01(a)(i) or (ii) if, prior to the effective date of the\n        General Partner's withdrawal or removal, a successor is not selected by\n        the holders of Preferred Securities as provided herein or the Company\n        does not receive a Withdrawal Opinion of Counsel;\n\n                (e)   any other event causing dissolution as described in\n        Section 17-801 of the Act; or.\n\n                (f)   any other event specified as a Liquidation Event in any\n        amendment to this Agreement providing for the issuance of Preferred\n        Securities or any series thereof.\n\n        12.02  LIQUIDATION AND TERMINATION.  On dissolution of the Company, the\nGeneral Partner shall act as liquidator or may appoint one or more other\nPersons as liquidator; provided, however, that if the Company dissolves on\naccount of an event of the type described in Section 17-402(a)(4)-(10) of the\nAct with respect to the General Partner, the liquidator shall be one or more\nPersons selected by the holders of a majority in liquidation preference of the\nPreferred Securities.  The liquidator shall proceed diligently to wind up the\naffairs of the Company and make final distributions as provided herein.  The\ncosts of \n\n\n                                     -30-\n\n   32\nliquidation shall be borne as a Company expense.  Until final distribution, \nthe liquidator shall continue to operate the Company properties with all of \nthe power and authority of the General Partner.  The steps to be accomplished \nby the liquidator are as follows:\n\n                (a)   as promptly as possible after dissolution and again after\n        final liquidation, the liquidator shall cause a proper accounting to be\n        made by a recognized firm of certified public accountants of the\n        Company's assets, liabilities and operations through the last day of\n        the calendar month in which the dissolution occurs or the final\n        liquidation is completed, as applicable;\n                                                \n                (b)   the liquidator shall pay from Company funds all of the\n        debts and liabilities of the Company (including, without limitation,\n        all expenses incurred in liquidation) or otherwise make adequate\n        provision therefor (including, without limitation, the establishment of\n        a cash escrow fund for contingent liabilities in such amount and for\n        such term as the liquidator may reasonably determine); and\n\n                (c)   all remaining assets of the Company shall be distributed\n        first to the holders of Series A Preferred Securities as provided in\n        Section 4.05 hereof and in any Action relating to any other series of\n        Preferred Securities, and any remaining assets shall be distributed to\n        the General Partner.\n\nThe distribution in accordance with the provisions of this Section 12.02\nconstitutes a complete return to the Partner of its Capital Contributions and a\ncomplete distribution to the Partner of its Partnership Interest and all the\nCompany's property and constitutes a compromise to which all Partners have\nconsented within the meaning of Section 17-502(b) of the Act.  To the extent\nthat a Partner returns funds to the Company, it has no claim against any other\nPartner for those funds.\n\n        12.03  CANCELLATION OF CERTIFICATE.  On completion of the distribution\nof Company assets as provided herein, the Company is terminated, and the\nGeneral Partner (or such other Person or Persons as the Act may require or\npermit) shall cause the cancellation of the Certificate and any other filings\nmade as provided in Section 2.05 and shall take such other actions as may be\nnecessary to terminate the Company.\n\n\n                                  ARTICLE XIII\n                               GENERAL PROVISIONS\n\n        13.01  OFFSET.  Whenever the Company is to pay any sum to any Partner,\nany amounts that Partner owes the Company may be deducted from that sum before\npayment.\n\n        13.02  NOTICES.  Any notice, demand, request, report or proxy materials\nrequired or permitted to be given or made to a Partner under this Agreement\nshall be in writing and shall be deemed given or made when delivered in person\nor when sent by first-class United States mail or by other means of written\ncommunication to the Partner at the address \n\n\n                                     -31-\n\n   33\n\ndescribed below.  Any notice, payment or report to be given or made to a\nPartner hereunder shall be deemed conclusively to have been given or made, and\nthe obligation to give such notice or report or to make such payment shall be\ndeemed conclusively to have been fully satisfied, upon sending of such notice,\npayment or report to the Record Holder at his address as shown on the records\nof the Transfer Agent or as otherwise shown on the records of the Company,\nregardless of any claim of any Person who may have an interest in Preferred\nSecurities or the Partnership Interest of the General Partner by reason of any\nassignment or otherwise.  An affidavit or certificate of making of any notice,\npayment or report in accordance with the provisions of this Section 13.02\nexecuted by the General Partner, the Transfer Agent or the mailing organization\nshall be prima facie evidence of the giving or making of such notice, payment\nor report.  If any notice, payment or report addressed to a Record Holder at\nthe address of such Record Holder appearing on the books and records of the\nTransfer Agent or the Company is returned by the United States Post Office\nmarked to indicate that the United States Postal Service is unable to deliver\nit, such notice, payment or report and any subsequent notices, payments and\nreports shall be deemed to have been duly given or made without further mailing\n(until such time as such Record Holder or another Person notifies the Transfer\nAgent or the Company of a change in his address) if they are available for the\nPartner at the principal office of the Company for a period of one year from\nthe date of the giving or making of such notice, payment or report to the other\nPartners.  Any notice to the Company shall be deemed given if received by the\nGeneral Partner at the principal office of the Company designated pursuant to\nSection 2.03.  The General Partner may rely and shall be protected in relying\non any notice or other document from a Partner or other Person if believed by\nit to be genuine.\n\n        13.03  ENTIRE AGREEMENT; SUPERSEDURE.  This Agreement constitutes the\nentire agreement of the Partners and their Affiliates relating to the Company\nand supersedes all prior contracts, understandings, negotiations and agreements\nwith respect to the Company and the subject matter hereof whether oral or\nwritten.\n\n        13.04  EFFECT OF WAIVER OR CONSENT.  A waiver or consent, express or\nimplied, to or of any breach or default by any Person in the performance by\nthat Person of its obligations with respect to the Company is not a consent or\nwaiver to or of any other breach or default in the performance by that Person\nof the same or any other obligations of that Person with respect to the\nCompany.  Failure on the part of a Person to complain of any act of any Person\nor to declare any Person in default with respect to the Company, irrespective\nof how long that failure continues, does not constitute a waiver by that Person\nof its rights with respect to that default until the applicable\nstatute-of-limitations period has run.\n\n        13.05  AMENDMENT OR MODIFICATION.  This Agreement may be amended or\nmodified from time to time by the General Partner without the vote or consent\nof holders of Preferred Securities, except that no amendment or modification\nthat adversely affects the rights of the holders of Preferred Securities or any\nseries thereof may be made without the consent of 66-2\/3% in liquidation\npreference of the Preferred Securities of all series so affected.\n\n\n                                     -32-\n\n\n   34\n\n        13.06  BINDING EFFECT; NO THIRD-PARTY BENEFICIARIES.  Subject to the\nrestrictions on Dispositions set forth in this Agreement, this Agreement is\nbinding on and inures to the benefit of the Partners and their respective\nheirs, legal representatives, successors and assigns.  Except as otherwise\nprovided in Section 5.03 and except for the rights of Indemnified Persons and\nCovered Persons under Article VII, nothing in this Agreement shall provide any\nbenefit to any third party or entitle any third party to any claim, cause of\naction, remedy or right of any kind, it being the intent of the parties that\nthis Agreement shall not be construed as a third party beneficiary contract.\n\n        13.07  GOVERNING LAW; SEVERABILITY.  THIS AGREEMENT IS GOVERNED BY AND\nSHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE,\nEXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE\nGOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER\nJURISDICTION.  If any provision of this Agreement or its application to any\nPerson or circumstance is held invalid or unenforceable to any extent, the\nremainder of this Agreement and the application of that provision to other \nPersons or circumstances is not affected and that provision shall be enforced \nto the greatest extent permitted by law.\n\n        13.08  FURTHER ASSURANCES.  In connection with this Agreement and the\ntransactions contemplated by it, each Partner shall execute and deliver any\nadditional documents and instruments and perform any additional acts that may\nbe necessary or appropriate to effectuate and perform the provisions of this\nAgreement and those transactions.\n\n        13.09  WAIVER OF CERTAIN RIGHTS.  Each Partner irrevocably waives any\nright it may have to maintain any action for dissolution of the Company or for\npartition of the property of the Company.\n\n        13.10  COUNTERPARTS.  This Agreement may be executed in any number of\ncounterparts with the same effect as if all signing parties had signed the same\ndocument.  All counterparts shall be construed together and constitute the same\ninstrument.\n\n        EXECUTED as of the date first set forth above.\n\nGENERAL PARTNER:                       ENRON CORP.\n\n\n                                       \n                                       By:______________________________ \n                                       Name:____________________________ \n                                       Title:___________________________\n                                       \n\n                                     -33-\n\n   35\n\nLIMITED PARTNER:                       ORGANIZATIONAL PARTNER, INC.\n\n\n                                       \n                                       By:______________________________ \n                                       Name:____________________________ \n                                       Title:___________________________\n\n\n                                     -34-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454],"corporate_contracts_industries":[9535],"corporate_contracts_types":[9573,9577],"class_list":["post-41383","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_industries-utilities__gas","corporate_contracts_types-formation","corporate_contracts_types-formation__partner"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41383","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41383"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41383"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41383"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41383"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}