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                                                                   EXHIBIT 10.OO

                           SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                                CAMDEN COGEN L.P.



                                     BETWEEN

                COGEN TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP

                               AS GENERAL PARTNER



                                       AND



                       EAST COAST POWER CAMDEN LP, L.L.C.

                               AS LIMITED PARTNER



                          DATED AS OF JANUARY 28, 2002


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                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                CAMDEN COGEN L.P.

         THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the
"Agreement") of Camden Cogen L.P. (the "Partnership") is entered into between
Cogen Technologies Camden GP Limited Partnership ("Cogen Technologies" or the
"General Partner"), a Delaware limited partnership, as the General Partner, and
East Coast Power Camden LP, L.L.C., a Delaware limited liability company, as the
Limited Partner.

         WHEREAS, the Partnership was formed pursuant to the filing of a
Certificate of Limited Partnership with the Secretary of State of Delaware on
March 25, 1988;

         WHEREAS, Cogen Technologies, as the General Partner of the Partnership,
and Robert C. McNair ("McNair"), as the initial limited partner of the
Partnership, entered into an Agreement of Limited Partnership of the Partnership
dated March 25, 1988 (the "Initial Partnership Agreement");

         WHEREAS, the Initial Partnership Agreement was amended by: (a) Cogen
Technologies, McNair and General Electric Capital Corporation ("GECC") entering
into an Amended and Restated Agreement of Limited Partnership as of February 9,
1993; and (b) Cogen Technologies and GECC entering into: (i) Amendment No. 1 to
Amended and Restated Agreement of Limited Partnership dated as of April 1, 1993;
(ii) Amendment No. 2 to Amended and Restated Agreement of Limited Partnership
dated as of December 22, 1993; and (iii) Amendment of the Agreement of Limited
Partnership as of February 4, 1999 (all amendments are collectively referred to
herein as the "Amendments");

         WHEREAS, on February 9, 1993, McNair withdrew as the limited partner,
and GECC was admitted as the sole limited partner, of the Partnership;

         WHEREAS, on November 30, 2001, (i) GECC sold to the Partnership all of
GECC's 41.31% limited partner interest in the Partnership, and (ii) the
Partnership issued all of such interest to JEDI Camden LP, L.L.C. ("JEDI LP"), a
Delaware limited liability company;

         WHEREAS, on January 28, 2002, JEDI LP changed its name to East Coast
Power Camden LP, L.L.C. ("East Coast LP" or the "Limited Partner"), pursuant to
the filing of a Certificate of Amendment to the Certificate of Formation of JEDI
LP with the Secretary of State of Delaware;

         WHEREAS, Cogen Technologies owns a 58.69% general partner interest in
the Partnership, and East Coast LP owns a 41.31% limited partner interest in the
Partnership;

         NOW, THEREFORE, in order to reflect and consent to the transactions
stated above, the parties hereby agree that the Initial Partnership Agreement
and the Amendments shall collectively be amended and restated as follows:


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                                    ARTICLE I
                             ORGANIZATIONAL MATTERS

         1.1 FORMATION. The Partnership was formed as a limited partnership
pursuant to the provisions of the Delaware Revised Uniform Limited Partnership
Act, as from time to time amended and any successor statute (the "Act"). The
Partners hereby enter into this Agreement in order to set forth the rights and
obligations of the Partners and certain matters related thereto. Except as
expressly provided herein to the contrary, the rights and obligations of the
Partners and the administration and termination of the Partnership shall be
governed by the Act.

         1.2 NAME. The name of the Partnership shall continue to be "Camden
Cogen L.P.", and the business of the Partnership is to be conducted under such
name. The Partnership's business may be conducted under any other name or names
deemed advisable by the General Partner. The General Partner may change the name
of the Partnership at any time and from time to time.

         1.3 REGISTERED OFFICE; PRINCIPAL PLACE OF BUSINESS. The registered and
principal office of the Partnership in the State of Delaware shall continue to
be Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware19801 and The Corporation Trust Company is to be the registered agent
for service of process on the Partnership at such office. The Partnership may
maintain offices at such other place or places as the General Partner deems
advisable or necessary to efficiently conduct the Partnership's business.

         1.4 TERM. The Partnership's existence shall be perpetual unless it is
earlier terminated pursuant to the provisions of Article XIII.

                                   ARTICLE II
                                   DEFINITIONS

         The following definitions shall for all purposes, unless otherwise
clearly indicated to the contrary, apply to the terms used in this Agreement.

         "Act" shall have the meaning assigned to such term in Section 1.1.

         "Adjusted Capital Account" shall mean, with respect to any Partner, the
balance, if any, in such Partner's Capital Account as of the end of the relevant
taxable year, after giving effect to the following adjustments:

                  (a) credit to such Capital Account the maximum amount which
         such Partner could then be obligated to restore pursuant to any
         provision of this Agreement or is deemed to be obligated to restore
         pursuant to the Allocation Regulations (as defined herein).

                  (b) debit to such Capital Account the items described in
         Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
         1.704-1(b)(2)(ii)(d)(6) of the Allocation Regulations.




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                  The foregoing definition of Adjusted Capital Account is
  intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the
  Allocation Regulations and shall be interpreted consistently therewith.

         "Affiliate" shall mean any Person that directly or indirectly controls,
is controlled by or is under common control with, the Person in question. As
used in this definition, "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, by contract or
otherwise.

         "Agreement" shall mean this Second Amended and Restated Agreement of
Limited Partnership of Camden Cogen L.P.

         "Allocation Regulations" shall mean Treasury Regulation Sections
1.704-1(b), 1.704-2 and 1.704-3 (including any temporary regulations) as such
regulations may be amended and in effect from time to time and any corresponding
provision of succeeding regulations.

         "Amendments" shall mean, collectively, (i) the Amended and Restated
Agreement of Limited Partnership as of February 9, 1993, (ii) Amendment No. 1 to
Amended and Restated Agreement of Limited Partnership dated as of April 1, 1993,
(iii) Amendment No. 2 to Amended and Restated Agreement of Limited Partnership
dated as of December 22, 1993, and (iv) the Amendment of the Agreement of
Limited Partnership as of February 4, 1999, of Camden Cogen L.P.

         "Assignee" means any transferee meeting the requirements of Article X.

         "Capital Account" shall mean the capital account maintained for a
Partner pursuant to Section 4.3.

         "Capital Contributions" shall mean any cash or property contributed to
the Partnership by a Partner.

         "Carrying Value" means (a) with respect to property contributed to the
Partnership, the fair market value of such property at the time of contribution
reduced (but not below zero) by all depreciation, depletion (computed as a
separate item of deduction), amortization and cost recovery deductions charged
to the Partners' Capital Accounts, (b) with respect to any property whose value
is adjusted pursuant to the Allocation Regulations, the adjusted value of such
property reduced (but not below zero) by all depreciation and cost recovery
deductions charged to the Partner's Capital Accounts and (c) with respect to any
other Partnership Property, the adjusted basis of such property for federal
income tax purposes, all as of the time of determination.

         "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of Delaware
pursuant to Section 1.1 of this Agreement, and as it may be amended from time to
time.




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<PAGE>

         "Code" shall mean the Internal Revenue Code of 1986, as amended and in
effect from time to time, and any successor statute.

         "Cogen Technologies" shall mean Cogen Technologies Camden GP Limited
Partnership.

         "East Coast LP" shall mean East Coast Power Camden LP, L.L.C.

         "Facility" means the cogeneration facility more fully defined in
Article III hereof. "GECC" shall mean General Electric Capital Corporation.

         "General Partner" shall mean Cogen Technologies Camden GP Limited
Partnership.

         "Initial Partnership Agreement" shall mean the Agreement of Limited
Partnership of Camden Cogen L.P. as of March 25, 1988.

         "JEDI LP" shall mean JEDI Camden LP, L.L.C.

         "Limited Partner" shall mean East Coast Power Camden LP, L.L.C.

         "Liquidator" shall have the meaning assigned to such term in Section
13.2.

         "McNair" shall mean Robert C. McNair.

         "Notice" shall have the meaning assigned to such term in Section 15.1.

         "Officer" or "Officers" shall have the meanings assigned to such terms
in Section 6.2.

         "Partner" shall mean the General Partner or the Limited Partner.

         "Partnership" shall mean the limited partnership created pursuant to
this Agreement.

         "Partnership Interest" shall mean the interest of a Partner in the
Partnership.

         "Partnership Property" shall mean any and all property, both real and
personal, tangible and intangible, whether contributed or otherwise acquired,
owned by the Partnership.

         "Percentage Interest" shall mean those percentages set forth opposite
the Partners' names on Exhibit A.

         "Person" shall mean an individual, estate, corporation, limited
liability company, partnership, limited liability partnership, trust,
unincorporated organization, association, enterprise or other entity.

         "President" shall have the meaning assigned to such term in Section
6.1.




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         "Regulatory Allocations" shall have the meaning assigned to such term
in Section 5.1(b)(v).

                                   ARTICLE III
                                     PURPOSE

         The purpose and nature of the business to be conducted by the
Partnership shall be (i) to participate in the ownership and operation or lease
of a cogeneration facility located in or near Camden, New Jersey (the
"Facility") for the generation and sale of electricity and the production and
sale of steam and other energy related businesses, (ii) to own and operate all
Partnership Property, and (iii) as permitted by the Act, to engage in any other
activities as determined by the General Partner.

                                   ARTICLE IV
                   CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

         4.1 CAPITAL CONTRIBUTIONS. The Partners of the Partnership have made
contributions to the Partnership as set forth in the books of the Partnership.

         4.2 ADDITIONAL CAPITAL CONTRIBUTIONS OF THE PARTNERS. The Partners
shall not be required to make additional Capital Contributions to the
Partnership unless they otherwise agree.

         4.3 CAPITAL ACCOUNTS. The Partnership will maintain and shall continue
to maintain for each Partner a separate Capital Account in accordance with
Treasury Regulation Section 1.704-1(b) et. seq., as such regulations may be
amended and in effect from time to time and any corresponding provisions of
succeeding regulations.

         4.4 INTEREST. No interest shall be paid by the Partnership on Capital
Contributions or on balances in the Partners' Capital Accounts.

         4.5 LOANS FROM THE PARTNERS. Loans by a Partner to the Partnership
shall not be considered Capital Contributions.

                                    ARTICLE V
                          ALLOCATIONS AND DISTRIBUTIONS

         5.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES.

         (a) General. Except as otherwise set forth in Section 5.1(b), for
         purposes of maintaining the Capital Accounts and in determining the
         rights of the Partners among themselves, the Partnership's items of
         income, gain, loss and deduction shall be allocated and charged to the
         Partners in accordance with their respective Percentage Interests.

         (b) Special Allocations. The following special allocations shall be
         made prior to making any allocations provided for in 5.1(a) above:




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<PAGE>

                  (i) Qualified Income Offset. Except as provided in Section
         5.1(b)(ii) hereof, in the event any Partner unexpectedly receives any
         adjustments, allocations or distributions described in Treasury
         Regulation Sections 1.704-1(b)(2)(i)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
         1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be
         specifically allocated to such Partner in an amount and manner
         sufficient to eliminate, to the extent required by the Allocation
         Regulations, the deficit balance, if any, in its Adjusted Capital
         Account created by such adjustments, allocations or distributions as
         quickly as possible.

                  (ii) Nonrecourse Debt Allocations. Notwithstanding any other
         provision of this Section 5.1, each Partner shall be allocated items of
         Partnership income and gain in each fiscal year as necessary, in the
         General Partner's discretion, to comply with the Allocation Regulations
         relating to nonrecourse debt.

                  (iii) Gross Income Allocations. In the event any Partner has a
         deficit balance in its Adjusted Capital Account at the end of any
         Partnership taxable period, such Partner shall be specially allocated
         items of Partnership gross income and gain in the amount of such excess
         as quickly as possible; provided, that an allocation pursuant to this
         Section 5.1(b)(iii) shall be made only if and to the extent that such
         Partner would have a deficit balance in its Adjusted Capital Account
         after all other allocations provided in this Section 5.1 have been
         tentatively made as if Section 5.1(b)(iii) were not in the Agreement.

                  (iv) Code Section 754 Adjustment. To the extent an adjustment
         to the adjusted tax basis of any Partnership asset pursuant to Section
         734(b) or 743(b) of the Code is required, pursuant to the Allocation
         Regulations, to be taken into account in determining Capital Accounts,
         the amount of such adjustment to the Capital Accounts shall be treated
         as an item of gain (if the adjustment increases the basis of the asset)
         or loss (if the adjustment decreases such basis), and such item of gain
         or loss shall be specially allocated to the Partners in a manner
         consistent with the manner in which their Capital Accounts are required
         to be adjusted pursuant to the Allocation Regulations.

                  (v) Curative Allocation. The special allocations set forth in
         Section 5.1(b)(i), (ii) and (iii) (the "Regulatory Allocations") are
         intended to comply with the Allocation Regulations. Notwithstanding any
         other provisions of this Section 5.1, the Regulatory Allocations shall
         be taken into account in allocating items of income, gain, loss and
         deduction among the Partners such that, to the extent possible, the net
         amount of allocations of such items and the Regulatory Allocations to
         each Partner shall be equal to the net amount that would have been
         allocated to each Partner if the Regulatory Allocations had not
         occurred.

         5.2 TAX ALLOCATIONS. For federal income tax purposes, except as
otherwise required by the Code, the Allocation Regulations or the following
sentence, each item of Partnership income, gain, loss, deduction and credit
shall be allocated among the Partners in the same manner as corresponding items
are allocated in Section 5.1. Notwithstanding any provisions contained herein to
the contrary, solely for federal income tax purposes, items of income, gain,
depreciation, gain or loss with respect to property contributed or deemed
contributed to the



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Partnership by a Partner shall be allocated so as to take into account the
variation between the Partnership's tax basis in such contributed property and
its Carrying Value.

         5.3 DISTRIBUTIONS.

         (a) Except as otherwise provided in Section 13.3, cash may be
distributed at such time and in such amounts as the General Partner shall
determine to the Partners in accordance with their respective Percentage
Interests.

         (b) Such distributions shall be made concurrently to the Partners (or
their Assignees) as reflected on the books of the Partnership on the date set
for purposes of such distribution.

                                   ARTICLE VI
                RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER;
                    OFFICERS; OUTSIDE ACTIVITIES OF PARTNERS

         6.1 MANAGEMENT AND CONTROL OF THE PARTNERSHIP. Except as otherwise
specifically provided herein, the General Partner shall have full power and
authority on behalf of the Partnership to manage, control, administer, operate
and conduct the Partnership business, and to execute documents on behalf of the
Partnership. Any document executed by the General Partner while acting in good
faith in the name and on behalf of the Partnership and within the parameters of
his authority granted herein shall be deemed to be the action of the Partnership
with respect to any third parties. It is the intent of the Partners that the
day-to-day operations of the Partnership shall be managed by or under the
direction of the President of the Partnership (the "President") and the other
officers of the Partnership (and persons to whom the President and such other
officers have the power to delegate, and so delegate, responsibilities) in
accordance with delegations of authority approved by the General Partner or, in
the case of the President, as otherwise set forth in Section 6.2.

         6.2 OFFICERS. The President and the following other officers (the
President and such other officers are individually referred to as "Officer" or
collectively as "Officers") shall be elected as the General Partner deems
necessary or appropriate and have such duties, power and authority as shall be
determined by the General Partner: one or more Executive Vice Presidents, one or
more Senior Vice Presidents, one or more Vice Presidents, a Secretary, a
Treasurer, a Controller, one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers, and such other
officers having such titles, duties, power and authority as shall be determined
by the General Partner. Officers may be designated for particular areas of
responsibility and simultaneously serve as officers of subsidiaries or
divisions. Any Officer so elected may resign at any time upon written notice to
the General Partner. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein, no acceptance of such
resignation shall be necessary to make it effective. Any Officer may be removed,
with or without cause, by the General Partner. Any such removal shall be without
prejudice to the contractual rights of such Officer, if any, with the
Partnership, but the election or appointment of any Officer shall not of itself
create contractual rights. Any number of offices may be held by the same person.
Any vacancy occurring in any office by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by the General Partner.




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         (a) President. The President shall have general control of the
business, affairs, operations and property of the Partnership, subject to the
supervision of the General Partner. He may (i) sign or execute, in the name of
the Partnership, except in cases where the signing or execution thereof shall
have been expressly delegated by the General Partner to some other Officer,
employee or agent of the Partnership (it being agreed that the General Partner
may also delegate such authority to any of the foregoing Persons), and (ii)
authorize any of the other Officers to, execute on behalf of the Partnership,
all deeds, mortgages, bonds, contracts, documents or other undertakings or
instruments. He shall have and may exercise such powers and perform such duties
as may be provided by law or as are incident to the office of President of a
company (as if the Partnership were a Delaware corporation) and such other
duties as are assigned from time to time by the General Partner.

         (b) Vice Presidents. Each Executive Vice President, Senior Vice
President, Vice President and Assistant Vice President shall have such powers
and perform such duties as may be provided by law or as may from time to time be
assigned to him, either generally or in specific instances, by the General
Partner or the President. Any Executive Vice President or Senior Vice President
may perform any of the duties or exercise any of the powers of the President at
the request of, or in the absence or disability of, the President or otherwise
as occasion may require in the administration of the business and affairs of the
Partnership.

         Each Executive Vice President, Senior Vice President, Vice President
and Assistant Vice President shall have authority to sign or execute all deeds,
mortgages, bonds, contracts or other instruments on behalf of the Partnership,
except in cases where the signing or execution thereof shall have been expressly
delegated by the General Partner to some other Officer or agent of the
Partnership.

         (c) Secretary. The Secretary shall keep the records of the Partnership,
in books provided for that purpose; he shall be custodian of the seal or seals
of the Partnership; he shall see that the seal is affixed to all documents
requiring same, the execution of which, on behalf of the Partnership, under its
seal, is duly authorized, and when said seal is so affixed he may attest same;
and, in general, he shall perform all duties incident to the office of the
secretary of a company (as if the Partnership were a Delaware corporation), and
such other duties as from time to time may be assigned to him by the General
Partner or the President or as may be provided by law. Any Assistant Secretary
may perform any of the duties or exercise any of the powers of the Secretary at
the request of, or in the absence or disability of, the Secretary or otherwise
as occasion may require in the administration of the business and affairs of the
Partnership.

         (d) Treasurer. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Partnership, and
shall deposit, or cause to be deposited, in the name of the Partnership, all
moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by or under authority of
the General Partner; if required, he shall give a bond for the faithful
discharge of his duties, with such surety or sureties as the General Partner may
determine; he shall keep or cause to be kept full and accurate records of all
receipts and disbursements in books of the Partnership and shall render to the
General Partner or the President, whenever requested, an account of the
financial condition of the Partnership (as if the Partnership were a Delaware
corporation); and, in general, he shall perform all the duties incident to the
office of treasurer of a Partnership, and



                                       8
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such other duties as may be assigned to him by the General Partner or the
President or as may be provided by law.

         (e) Controller. The Controller shall be the chief accounting officer of
the Partnership. He shall keep full and accurate accounts of the assets,
liabilities, commitments, receipts, disbursements and other financial
transactions of the Partnership; shall cause regular audits of the books and
records of account of the Partnership and supervise the preparation of the
Partnership's financial statements; and, in general, he shall perform the duties
incident to the office of controller of a company (as if the Partnership were a
Delaware corporation) and such other duties as may be assigned to him by the
General Partner or the President or as may be provided by law. If no Controller
is elected by the General Partner, the Treasurer shall perform the duties of the
office of controller.

         6.3 OUTSIDE ACTIVITIES OF PARTNERS. The General Partner, the Limited
Partner and any shareholder, director, officer or employee of the General
Partner, the Limited Partner or any of their respective Affiliates may have
business interests and engage in business activities, some or all of which may
conflict with the business activities of the Partnership, in addition to those
relating to the Partnership for their own account and for the account of others
without having or incurring any obligation to offer any interest in such
properties, businesses or activities to the Partnership or any Partner. Neither
the Partnership nor any of the Partners shall have any rights by virtue of this
Agreement or the partnership relationship created hereby in any business
ventures of any such Person.

                                   ARTICLE VII
                  RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNER

         7.1 LIMITATIONS ON THE LIMITED PARTNER. Except as otherwise
specifically provided herein, the Limited Partner shall not (a) be permitted to
take part in the management or control of the Partnership business or the
affairs of the Partnership, (b) have the authority or power in its capacity as
Limited Partner to act as agent for or on behalf of the Partnership or any other
Partner, (c) do any act which would be binding on the Partnership or any other
Partner, or (d) incur any expenditures on behalf of or with respect to the
Partnership.

         7.2 LIABILITY OF THE LIMITED PARTNER. The Limited Partner shall not be
directly liable to any third party for the debts, liabilities, contracts or
other obligations of the Partnership except to the extent of (a) any unpaid
Capital Contributions agreed to be made by it as set forth in Sections 4.1 and
4.2, and (b) the Limited Partner's share of the assets (including undistributed
revenues) of the Partnership.

         7.3 RETURN OF CAPITAL. Except as otherwise provided in Article XIII, no
Partner shall be entitled to the withdrawal or return of its Capital
Contribution.

                                  ARTICLE VIII
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

         8.1 RECORDS AND ACCOUNTING. The General Partner shall keep or cause to
be kept appropriate books with respect to the Partnership's business, which
books shall at all times be



                                       9
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kept at the principal office of the Partnership. Any records maintained by the
Partnership in the regular course of its business, including the record of the
holders of Partnership Interests, books on account, and records of Partnership
proceedings may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, micrographic or any other information storage device, provided that
the records so kept are convertible into clearly legible written form within a
reasonable period of time. The books of the Partnership shall be maintained on a
consistent basis determined by the General Partner.

         8.2 FISCAL YEAR. The fiscal year of the Partnership shall be the
calendar year.

                                   ARTICLE IX
                                   TAX MATTERS

         The General Partner shall arrange for the preparation (at the
Partnership's expense) and timely filing of all returns of Partnership income,
gains, deductions and losses necessary for federal and state income tax purposes
and shall use reasonable efforts to cause copies of such returns or all
pertinent information contained therein to be furnished to the Partners within
ninety (90) days of the close of the taxable year. The General Partner shall
also cause the Partnership to timely file all other required Partnership tax and
information returns. The General Partner shall be the "tax matters partner" (as
defined in Section 6231 of the Code) and shall be authorized and required to
represent the Partnership (at the expense of the Partnership) in connection with
all examinations of the affairs of the Partnership by tax authorities and to
expend Partnership funds for professional services and costs associated
therewith.

                                    ARTICLE X
                              TRANSFER OF INTERESTS

         10.1 TRANSFER. No Partner may transfer a Partnership Interest (or any
rights therein) in whole or in part, except in accordance with the terms and
conditions set forth in this Article X. Any transfer or purported transfer of
any Partnership Interest not made in accordance with this Article X shall be
null and void ab initio and of no force and effect.

         10.2 TRANSFER OF INTEREST OF GENERAL PARTNER. The General Partner may
not transfer all or any portion of its Partnership Interest as a General Partner
(or any rights therein) without the consent of the Limited Partner.

         10.3 TRANSFER OF INTEREST OF THE LIMITED PARTNER. The Limited Partner
may not transfer all or any part of its Partnership Interest as a Limited
Partner (or any rights therein) without the prior written consent of the General
Partner.

         10.4 EFFECTIVE DATE OF TRANSFER. Any permitted assignment shall become
effective as of the first day of the calendar month during which the General
Partner receives a copy of the instrument of assignment and such other documents
which the General Partner may request. The Partnership shall thereafter pay all
further distributions or profits or other compensation by way of income, or
return of capital, on account of the Partnership Interest so transferred, to the
transferee from such effective date.




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<PAGE>
                                   ARTICLE XI
                              ADMISSION OF PARTNERS

         11.1 ADMISSION OF PARTNERS. The General Partner shall reflect on the
books of the Partnership that the General Partner and the Limited Partner are
being admitted to the Partnership simultaneously with the execution of this
Agreement.

         11.2 ADMISSION OF SUCCESSOR GENERAL PARTNER. The transferee of the
entire Partnership Interest of the General Partner pursuant to Section 10.2
shall be admitted to the Partnership as a General Partner, effective as of the
date an amendment to the Certificate of Limited Partnership is filed with the
Secretary of State of Texas effecting such substitution.

         11.3 AMENDMENT OF AGREEMENT. For the admission to the Partnership of
any Partner, the General Partner shall take all steps necessary and appropriate
to prepare and record, as necessary, an amendment of this Agreement and the
Certificate of Limited Partnership.

                                   ARTICLE XII
                        WITHDRAWAL OF THE GENERAL PARTNER

         The General Partner may not withdraw from the Partnership without the
written consent of the Limited Partner. The interest of the withdrawing General
Partner may, at the option of the Limited Partner, be converted into a limited
partner interest without any reduction in such interest (subject to
proportionate dilution by reason of admission of its successor).

                                  ARTICLE XIII
                           DISSOLUTION AND LIQUIDATION

         13.1 DISSOLUTION. The Partnership shall be dissolved upon:

                  (a) the disposition of all or substantially all of the assets
         owned by the Partnership; or

                  (b) an election to dissolve the Partnership which is approved
         by the Partners.

         13.2 LIQUIDATION. Upon dissolution of the Partnership, the General
Partner, or in the event the General Partner has been dissolved or removed or
withdrawn, a liquidator or liquidating committee selected by the Limited Partner
shall be the "Liquidator." The Liquidator shall liquidate the assets of the
Partnership and apply and distribute the proceeds of such liquidation in the
following order of priority, unless otherwise required by mandatory provisions
of applicable law:

                  (a) First, to the payment of creditors of the Partnership,
         other than Partners, in order of priority provided by law;

                  (b) Second, to the payment of Partners pro rata for loans made
         by them to the Partnership;





                                       11
<PAGE>

                  (c) Third, to the Partners in proportion to and to the extent
         of the positive balances in their respective Capital Accounts after
         taking into account all adjustments to the Capital Account balances
         pursuant to Section 5.1.

         13.3 DISTRIBUTION IN KIND. Notwithstanding the provisions of Section
13.2, but subject to the order of priorities set forth therein, if on
dissolution of the Partnership the Liquidator determines that an immediate sale
of part or all of the Partnership's assets would be impractical or would cause
undue loss to the Partners, the Liquidator may defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Partnership (other than those to Partners) and may distribute to the Partners,
in lieu of cash, as tenants in common and in accordance with the provisions of
Section 13.2(c), undivided interests in such Partnership Property as the
Liquidator deems not suitable for liquidation.

         13.4 RETURN OF CAPITAL. The General Partner shall not be personally
liable for the return of the Capital Contributions of the Partners or any
portion thereof, it being expressly understood that any such return shall be
made solely from Partnership assets.

         13.5 WAIVER OF PARTITION. Each Partner hereby waives any rights to
partition of the Partnership Property.

         13.6 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP. Upon the
completion of the distribution of Partnership Property as provided in Sections
13.2 and 13.3, the Partnership shall be terminated, and the Liquidator (or the
General Partner or the Limited Partner, as the case may be in accordance with
the Act) shall cause the Certificate of Limited Partnership to be canceled and
shall take such other actions as may be necessary to terminate the Partnership.

         13.7 REASONABLE TIME FOR WINDING UP. A reasonable time shall be allowed
for the orderly winding up of the business and affairs of the Partnership and
the liquidation of its assets pursuant to Sections 13.2 and 13.3 in order to
minimize any losses otherwise attendant upon such winding up.

         13.8 CAPITAL ACCOUNT RESTORATION. The Limited Partner shall not be
obligated to restore any negative balance in its Capital Account or have any
obligation to make additional contributions of capital upon liquidation.

                                   ARTICLE XIV
                       AMENDMENT OF PARTNERSHIP AGREEMENT

         Any amendment to this Agreement may only be adopted by the agreement in
writing of all of the Partners. The Limited Partner agrees promptly to execute
or cause to be executed such amendments to this Agreement and the Certificate of
Limited Partnership as the General Partner may deem appropriate to reflect
amendments adopted in accordance with this paragraph.



                                       12
<PAGE>

                                   ARTICLE XV
                               GENERAL PROVISIONS

         15.1 ADDRESSES AND NOTICES. The address of each Partner for all
purposes shall be the address set forth on Exhibit A attached hereto or such
other address of which the General Partner has received written notice. Subject
to the following sentence, any notice, demand, request or report required or
permitted to be given or made to a Partner under this Agreement ("Notice") shall
be in writing and shall be deemed given or made when delivered in person or when
sent to the Partner at such address by first class mail or by other means of
written communication, including telecopy, telex, or cable, if the address of
such Partner furnished hereunder contains sufficient information to transmit
notice by such means.

         15.2 TITLES AND CAPTIONS. All article or section titles or captions in
this Agreement are for convenience only. They shall not be deemed part of this
Agreement and in no way define, limit, extend or describe the scope or intent of
any provisions hereof.

         15.3 PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

         15.4 FURTHER ACTION. The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purpose of this Agreement.

         15.5 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors, legal representatives and
permitted assigns.

         15.6 INTEGRATION. This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.

         15.7 CREDITORS. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditors of the Partnership.

         15.8 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

         15.9 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         15.10 CONSENT TO JURISDICTION. Each Partner hereby (i) irrevocably
submits to the non-exclusive jurisdiction of any Delaware State court or Federal
court sitting in Wilmington, Delaware in any action arising out of this
Agreement, and (ii) consents to the service of process



                                       13
<PAGE>

by mail. Nothing herein shall affect the right of any party to serve legal
process in any manner permitted by law or affect its right to bring any action
in any other court

         15.11 EXHIBITS. Any and all Exhibits referred to in this Agreement are
by such reference incorporated herein and made a part hereof for all purposes.

         15.12 INVALIDITY OF PROVISIONS. If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.

         15.13 COUNTERPARTS AND SIGNATURES. This Agreement may be executed in
any number of counterparts, with each such counterpart being deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement. Signatures received by telecopy or facsimile shall be treated as
original signatures for purposes of execution of this Agreement.

EXECUTED this 28th day of January 2002.


<Table>
<S>                                                               <C>
GENERAL PARTNER:                                                  LIMITED PARTNER:

COGEN TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP                  EAST COAST POWER CAMDEN LP, L.L.C.


By:               /s/Andrew C. Kidd                               By:             /s/ Andrew C. Kidd
   --------------------------------------------------                -------------------------------
                    Andrew C. Kidd                                                  Andrew C. Kidd
                  Vice President and                                              Vice President and
               Associate General Counsel                                      Associate General Counsel
</Table>






                                       14
<PAGE>

                                    EXHIBIT A
                              PERCENTAGE INTERESTS
<TABLE>
<CAPTION>
                                                                                Percentage Interest
<S>                                                                                     <C>
General Partner:

         Cogen Technologies Camden GP Limited Partnership                                58.69%
         1001 Louisiana Street
         Houston, Texas 77002


Limited Partner:

         East Coast Power Camden LP, L.L.C.                                              41.31%
         1001 Louisiana Street
         Houston, Texas 77002
                                                                                        ------

         Total                                                                          100.00%
</Table>




                                       15