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Title: |
Partnership Agreement |
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2001 |
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$65 |
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#1614811 |
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4 w55829ex10-24.txt PARTNERSHIP AGREEMENT OF HUNLOCK CREEK
PARTNERSHIP AGREEMENT
OF
HUNLOCK CREEK ENERGY VENTURES
(a general partnership between UGI Hunlock Development Company
and Allegheny Energy Supply Hunlock Creek, LLC)
Dated December 8, 2000
PARTNERSHIP AGREEMENT
OF
HUNLOCK CREEK ENERGY VENTURES
THIS PARTNERSHIP AGREEMENT OF HUNLOCK CREEK ENERGY VENTURES (this
"Agreement") is made and dated this 8th day of December, 2000 by and between UGI
HUNLOCK DEVELOPMENT COMPANY, a Pennsylvania corporation ("UGI GP"), and
ALLEGHENY ENERGY SUPPLY HUNLOCK CREEK, LLC, a Delaware limited liability company
("Allegheny GP"). UGI GP and Allegheny GP and such additional or substitute
persons or entities who become general partners of the Partnership (as defined
in ARTICLE 1 below) from time to time in accordance with the provisions hereof
are hereinafter sometimes collectively referred to as the "Partners" and
individually as a "Partner."
RECITALS
WHEREAS, the Partners desire to form an entity to own and operate a
48 MW coal fired steam electric generation facility known as the Hunlock Creek
Electric Generating Station (as defined in ARTICLE 1 below, the "Plant") located
in Hunlock Township, Pennsylvania, and a 44 MW combustion turbine electric
generation facility located at the Plant (as defined in ARTICLE 1 below, the
"CT") and propose to form a general partnership for the purpose of organizing,
owning or leasing, operating, acquiring, financing and disposing of assets
related to the Plant and the CT.
WHEREAS, the parties wish to enter into this Agreement to set forth
their agreements with respect to the formation and operation of the Partnership
as a general partnership and certain other matters as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the mutual
covenants herein contained, the parties hereto, intending to be legally bound
hereby, agree as follows:
ARTICLE 1 - CERTAIN DEFINITIONS
Unless the context otherwise specifies or requires, the terms
defined in this ARTICLE 1 shall have, for the purposes of this Agreement, the
meanings herein specified. Unless otherwise specified, all references herein to
Articles, Sections or Exhibits are to Articles, Sections or Exhibits of this
Agreement.
"Accountant" -- As defined in Section 11.4.
"Act" -- The Pennsylvania Uniform Partnership Act (15 P.S. Section
8301 et seq.).
"Actual Cost of Construction" -- The actual out-of-pocket cost of
effecting the construction of the CT up to its Commercial Operation Date, which
cost may include hourly labor and labor overhead costs of employees of Allegheny
Energy Supply or its Affiliates, including construction overhead costs, but
shall not include any allocation of corporate overhead of Allegheny Energy
Supply or its Affiliates. Such cost shall be determined in accordance with GAAP
and Allegheny Energy Supply shall make its books and records in respect of such
determination available to UGID.
"Additional Contributions" or "Additional Capital Contributions" --
With respect to any Partner, all cash and other contributions contributed or
deemed contributed to the Partnership pursuant to Sections 5.2 and 5.3.
"Adjusted Capital Account" -- With respect to any Partner, such
Partner's Capital Account as of the end of the relevant Fiscal Year or other
period: (i) increased by any amounts which such Partner is obligated to restore
pursuant to any provision of this Agreement or is deemed to be obligated to
restore pursuant to the next-to-last sentences of Regulations Sections
1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing
definition of Adjusted Capital Account is intended to comply with the provisions
of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.
"Administrative Partner" -- As defined in Section 6.3.
"Affiliate" - As defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
"Affiliate Service Territory" -- As defined in Section 9.7.
"Agreement" -- This Partnership Agreement, as amended from time to
time.
"Allegheny Contributed Assets" -- All of the assets constituting, or
used in and necessary for generation purposes in the operation of, the CT.
"Allegheny Capital Contribution" -- The Allegheny Initial Capital
Contribution plus any additional Capital Contribution by Allegheny GP pursuant
to Section 5.3(a).
"Allegheny Energy Supply" -- Allegheny Energy Supply Company, LLC, a
Delaware limited liability company.
"Allegheny GP" -- Allegheny Energy Supply Hunlock Creek, LLC, as
General Partner, or a successor to its General Partner interest.
"Allegheny Initial Capital Contribution" -- As defined in Section
5.1(b).
-2-
"Budget" -- As defined in Section 12, shall consist of a "Capital
Budget" that will include anticipated capital expenditures that the Partnership
determines to undertake, and an "Operating Budget" that will include all other
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