Exhibit 3-F
LIMITED PARTNERSHIP
AGREEMENT
OF
MET-ED CAPITAL II, L.P.
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The undersigned General Partner and Initial Limited Partner (jointly,
the "Partners") hereby form a limited partnership pursuant to and in accordance
with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. Section
17-101, et seq.) (the "Delaware Act"), and hereby agree as follows:
1. Name. The name of the limited partnership formed hereby is
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MET-ED CAPITAL II, L.P. (the
"Partnership").
2. Purpose. The purpose and business of the Partnership shall be to
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engage in any lawful activity for which limited partnerships may be organized
under the Delaware Act.
3. Registered Office. The registered office of the Partnership in the
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State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle.
4. Registered Agent. The name and address of the registered agent of
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the Partnership for service of process on the Partnership in the State of
Delaware is Corporation Service Company, 1013 Centre Road, City of Wilmington,
County of New Castle, Delaware 19805.
5. Partners. The names and mailing addresses of the General Partner and
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the Initial Limited Partner are as follows:
General Partner: Met-Ed Preferred Capital II, Inc.
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c/o GPU Service, Inc.
310 Madison Avenue
Morristown, New Jersey 07962-1957
Initial Limited Partner: T.G. Howson
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c/o GPU Service, Inc.
310 Madison Avenue
Morristown, New Jersey 07962-1957
6. Powers. The powers of the General Partner include all powers,
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statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. Dissolution. The Partnership shall dissolve, and its affairs shall
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be wound up, on May 1, 2063 or at such earlier time as (a) all of the partners
of the Partnership approve in writing, (b) an event of withdrawal of a general
partner has occurred under the Delaware Act, or (c) an entry of a decree of
judicial dissolution has occurred under Section 17-802 of the Delaware Act;
provided, however, the Partnership shall not be dissolved or required to be
wound up upon an event of withdrawal of a general partner described in Section
7(b) if (i) at the time of such event of withdrawal, there is at least one (1)
other general partner of the Partnership who carries on the business of the
Partnership (any remaining general partner being hereby authorized to carry on
the business of the Partnership), or (ii) within ninety (90) days after the
occurrence of such event of
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withdrawal, a majority in interest of the remaining partners (or such greater
percentage as is required by the Delaware Act) agree in writing to continue the
business of the Partnership and to the appointment, effective as of the date of
the event of withdrawal, of one (1) or more additional general partners of the
Partnership.
8. Capital Contributions. The Partners have contributed the following
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amounts, in cash, property or services rendered, or in a promissory note or
other obligation to contribute cash or to perform services:
General Partner . . . . . . . . . . . . $99.00
Initial Limited Partner . . . . . . . . $ 1.00
9. Allocations of Profit and Losses. The Partnership's profits and
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losses shall be allocated in proportion to the capital contributions of the
Partners which shall be reflected in a capital account for each of the Partners.
10. Distributions. Distributions to the Partners shall be in the same
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proportion as their then capital account balances.
11. Assignments.
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(a) The Initial Limited Partner may transfer all or any part
of his partnership interest only with the consent of the General Partner, and
any transferee may be admitted as a substitute limited partner of the
Partnership only with the consent of the General Partner, whose consent in
either case may be withheld in the sole discretion of the General Partner.
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(b) The General Partner may transfer all or any part of its
partnership interest without the consent of the Initial Limited Partner, and
such transferee shall have all the rights and powers of the General Partner.
12. Withdrawal. Except as provided in Sections 11 and 13, no right is
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given to the Initial Limited Partner to withdraw from the Partnership. The
General Partner may withdraw from the Partnership without the consent of the
Initial Limited Partner, but no such withdrawal shall be effective until the
filing with the Secretary of State of the State of Delaware of an amendment to
the Partnership's Certificate of Limited Partnership naming a successor general
partner of the Partnership.
13. Additional Partners.
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(a) The General Partner may admit additional limited partners
of the Partnership. Immediately following the admission of one or more
additional limited partners of the Partnership, the Initial Limited Partner
shall withdraw from the Partnership and shall be entitled to receive forthwith
the return of its capital contribution, without interest or deduction.
(b) The Partnership shall continue as a limited partnership
under the Delaware Act after the admission of any additional limited partners of
the Partnership pursuant to this Section 13.
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(c) The admission of additional limited partners of the
Partnership pursuant to this Section 13 may be accomplished by the amendment and
restatement of this Limited Partnership Agreement and, if required by the
Delaware Act, the filing of an amendment and/or restatement to the Partnership's
Certificate of Limited Partnership with the Secretary of State of the State of
Delaware.
14. Merger. The approval of the Initial Limited Partner shall not be
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required with respect to any merger of an entity into the Partnership.
IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Partnership Agreement as of ___________, 1998.
GENERAL PARTNER:
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MET-ED PREFERRED CAPITAL II, INC.,
a Delaware corporation
By:____________________________
Name: D. Baldassari
Title: President
INITIAL LIMITED PARTNER:
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T.G. Howson
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