ML20044G580
| ML20044G580 | |
| Person / Time | |
|---|---|
| Site: | Claiborne |
| Issue date: | 05/15/1993 |
| From: | LOUISIANA ENERGY SERVICES |
| To: | |
| Shared Package | |
| ML19311B070 | List: |
| References | |
| NUDOCS 9306030343 | |
| Download: ML20044G580 (17) | |
Text
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First Amendment to O
Agreement ofLimited Partnership of Louisiana Energy Services, L.P.
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L 9306030343 930528 PDR ADDCK 07003070 C
NON-PROPRIETARY FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF LOUISIANA ENERGY SERVICES, L.P.
First Amendment dated as of May 15, 1993 (the " Amendment")
to Agreement of Limited Partnership of Louisiana Energy
- Services, L.P.,
a Delaware limited partnership (the
" Partnership"),
effective as of March 30, 1990 by and among Urenco Investments, Inc.
(" Investments"), Claiborne Fuels, L.P.
(" Fuels"), Claiborne Energy Services, Inc.
("Claiborne"), and Graystone Corporation
( "Graystone"),
as General Partners, and Louisiana Power Light Company
("LPL"),
BNFL Enrichment (Investments US) Ltd.
("BNFL"),
GnV
("GnV"),
UCN Deelnemingen B.V.
("UCN"),
Claiborne, Le Paz Incorporated
("Le Paz")
and Micogen Limited III, Inc. ("Micogen"), as Limited Partners (the
" Agreement").
WHEREAS, the Partnership has made significant progress in obtaining an NRC License;
- WHEREAS, the Partnership has determined that market conditions f avor the development of the Project over a longer period of time than was originally contemplated; WHEREAS, the Partnership requires additional funds if it is to continue development of the Project and conclude successfully the licensing process; NON-PROPRIETARY i
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- WHEREAS, the Partnership has decided to obtain such L
additional funds by issuing and selling New Limited Partnership Interests in the Partnership to BNFL, GnV, UCN and Le Paz in return for capital co=mitments by BNFL,
- GnV, UCN and Le Paz aggregating $3.5 million;
- WHEREAS, the Partners have determined to amend the Agreement to reflect the issuance and sale of such New Limited Partnership Interests to BNFL, GnV, UCN and Le Paz; WHEREAS, the Partners have determined to amend further the Agreement to reflect certain understandings regarding marketing activities by the Partnership and the Partners, the conditions y
for continuation of the Partnership following the granting of the NRC License, and other natters, all as set forth herein; NOW, THEREFORE, it is hereby agreed by the parties hereto, intending to be legally bound, as follows:
1.
Arendments to Section 9.1 (Competition).
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2.
Arend=ents to Section 9.2 (Marketinct).
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3.
Arend=ents to Section 11.1 frecardinc Venture Phase Capital Commitments).
The Agreement is hereby amended by inserting the following paragraph at the end of Section 11.1(a):
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NCN-PROPRIETARY j BNFL,
- GnV, UCN and Le Paz agree to k.
meet the additional Capital Cc,ac:iitment, as Limited
- Partners, of
$1,088,033.33,
$1,088,033.33,
$1,088,033.33 and $235,900, respecrively, or
$3.5 million in the aggregate, to cover Venture Phase costs of the kind described in the preceding paragraph.
4.
Waiver of Richts under Section 11.1 ( f)
(recardine Additional Canital Calls).
Material Deleted:
O 5.
Issuance of New Limited Partnershin Interests.
(a)
The Management Committee has determined by unanimous vote, and each of the -Partners hereby approves, the offer, issuance and sale to BNFL, GnV, UCN and Le Paz pursuant to Section 12.1 of New Limited Partnership Interests, respectively, representing 3.41%, 3.41%, 3.41% and 0.74% of all Partnership Interests, respectively (as such percentages are Og determined after the issuance),
in return for additional kJ NON PROPRIETARY
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Capital Commitments by
- BNFL, GnV, UCN and Le Paz of l
$1,088,033.33,
$1,088,033.33,
$1,088.033.33 and
$235,900, respectively.
Upon the issuance and sale of such New Limited Partnership Interests to BNFL, GnV, UCN and Le Paz, the total Limited Partnership Interest held by BNFL, GnV, UCN and Le Paz will be 16.21%, 16.21%, 16.21% and 6.19%, respectively (as such percentages are determined after the issuance).
(b)
The Partnership hereby issues and sells to each of BNFL, GnV, UCN and Le Paz, and BNFL, GnV, UCN and Le Paz hereby purchase, New Limited Partnership Interests representing 3.41%,
3.41%,
3.41% and 0.74%
of all Partnership Interests, respectively (as such percentages are determined after the f
issuance),
in return for additional Capital Co==it=ents by
('
- BNFL, GnV, UCN and Le Paz of
$1,088,033.33,
$1,088,033.33,
$1,088,033.33 and $235,900, respectively.
(c)
Each of the Partners hereby waives any pree ptive rights it may have under Section 12.2 of the Agreement with respect only to the offer, issue and sale of the New Limited Partnership Interests described herein.
(d)
Upon the issuance of the New Limited Partnership Interests as described herein (and anything in Section 14.1(b) to the contrary notwithstanding),
the Partnership Interests of the existing Partners shall be adjusted as described on Schedule A
attached hereto.
The Agreement is hereby anended by deleting Schedule A attached to the Agreement and replacing it with Schedule A attached hereto.
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(e)
The Management Committee has determined by ik unanimous
- vote, and the Partners -hereby
- agree, that the Schedule of General Partner Voting Rights attached as Schedule B shall remain in full force and effect following the issuance, sale and purchase of the New Limited Partnership Interests described herein.
6.
Amendrent to Section 13.1 of the Aareement (Conditions for Continuation).
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7.
Amendrent to Section 13.4 (Effect of Transfer and Redernotions).
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Material Deleted:
8.
Amendment to Section 14.1(a)
(Partnershin Interests).
The Agreement is hereby amended by deleting Section 14.1(a) and replacing it in its entirety with the following language:
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N!N PROPRIETARY,b (a)
Initial Interests.
The Initial
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Partnership Interest of each Partner shall be determined by dividing the amount of each h:ctner's Capital Commitment as indicated in the first paragraph of Section 11.1(a),
by the sum of the Capital Commitments for all Partners.
9.
Amendment to Section 15.1(b)
(Withdrawals).
The Agreement is hereby amended by deleting Section 15.1 (b) and replacing it in its entirety with the following language:
(b)
Withdrawal bv Limited PaMner.
Except as provided in Section 15.2(b) below, no Limited Partner shall withdraw from the Partnership without the unanimous consent of the General Partners, and any' attempt to withdraw other than pursuant to Section 15.2(b) shall be null and void.
10.
Arendment to Section 15.2 (Redemptions bv Utility Partners).
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-Material Deleted 11.
Amend =ent to Exhibit C.
The Agreement is hereby a= ended by deleting Exhibit C and replacing it in its entirety with Exhibit C attached hereto.
12.
Arendrent to Exhibit D.
C Material Deleted (L
13.
References.
References in the Agreement to "this Agreement" shall refer to the Agreement as amended hereby.
Any reference in the Agreement to the Limited Partnership Interests shall include the New Limited Partnership Interests offering issued and sold hereunder.
1 14.
Definitions.
Capitalized terms used but not i
otherwise defined herein are used herein as defined in the s
Agreement.
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GovernintT Law.
This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware applicable to agreements to be perforned entirely in the State of Delaware.
16.
Countercarts.
This Amendment may be executed by the parts or separate counterparts, each such counterpart to be deemed an
- original, and all such counterparts together constituting but one and the same Amendment.
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NON-PROPRIETARY 1232g
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(\\s Schedule A SCHEDULE OF PARTNERSHIP INTERESTS (As of May 15, 1993)
General Partners:
Investments 3.33%
Claiborne 2.37%
Fuels 0.88%
Graystone 0.54%
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\\ms Limited Partners:
LPL 4.10%
BNFL 16.21%
GnV 16.21%
UCN 16.21%
Claiborne 23.79%
Micogen 10.16%
La Paz 6.19%
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URENCO PROPRIETARY INFORMATION This document is the property of and contains proprietary information owned by Urenco, is transmitted to you in confidence and trust, and is to be returned upon request.
No permission is granted to publish, use, reproduce, transmit or disclose to another any information contained in this document, in whole or in part, without the prior written permission of an authorised employee of Urenco Ltd.
TERM SHEET FOR THE CENTRIFUGE SUPPLY AGREEMENT N
between
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URENCO LIMITED and LOUISIANA ENERGY SERVICES L.P.
Relating to the supply assembly and installation of centrifuges for a gas centrifuge enrichment plant near Homer, Louisiana N
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NON-PROPRIETARY Doc No. 0149C
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