AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AGREEMENT
Exhibit
10.2
AMENDMENT
NUMBER TWO
TO
AMENDED AND RESTATED LOAN AGREEMENT
This
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”),
dated
as of July 16, 2008, among THE GAS COMPANY, LLC, a Hawaii limited liability
company (the “Borrower”);
MACQUARIE GAS HOLDINGS LLC, a Delaware limited liability company (“MGH”);
several banks and other financial institutions signatories hereto; and DRESDNER
BANK AG NIEDERLASSUNG LUXEMBURG (successor administrative agent to Dresdner
Bank
AG London Branch), as Administrative Agent (in such capacity, the “Administrative
Agent”).
RECITALS
A. The
parties hereto are parties to the Amended and Restated Loan Agreement dated
as
of June 7, 2006 by and among the Borrower, MGH, the several banks and other
financial institutions from time to time parties thereto as lenders (the
“Lenders”),
the
Administrative Agent (the “Loan
Agreement”),
pursuant to which the Lenders have agreed to provide certain loans to the
Borrower for the purposes and upon the terms and conditions set forth
therein.
B. The
Borrower and the Lenders have agreed to amend Section 7.1 (g) in the Loan
Agreement, as set forth herein.
NOW
THEREFORE, the parties hereto hereby agree as follows:
Section
1. Definitions
and Rules of Interpretation.
All
capitalized terms used but not defined in this Agreement shall have the
respective meanings specified in the Loan Agreement. The rules of interpretation
set forth in Section
1
of the
Loan Agreement shall apply to this Agreement, mutatis
mutandis,
as if
set forth herein.
Section
2. Amendment
to Loan Agreement.
Section
7.1 (g)
of the
Loan Agreement is hereby deleted and replaced in its entirety with the
following:
other
unsecured Indebtedness in an aggregate principal amount not exceeding $7,500,000
at any time outstanding;
Section
3. No
Further Waiver or Amendment.
Except
to the extent that provisions of the Loan Agreement are amended as expressly
set
forth in Section
2
hereof,
the execution and delivery hereof shall not (a) operate as a modification or
waiver of any right, power or remedy of the Financing Parties or the Collateral
Agent under any of the Loan Documents, (b) cause a novation with respect to
any
of the Loan Documents, or (c) extinguish or terminate any obligations of the
Borrower under the Loan Documents.
Section
4. Governing
Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF
THE STATE OF NEW YORK.
Section
5. Severability.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable,
the
legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section
6. Headings.
The
headings in this Agreement have been included herein for convenience of
reference only, are not part of this Agreement, and shall not be taken into
consideration in interpreting this Agreement.
Section
7. Entire
Agreement.
This
Agreement comprises the complete and integrated agreement of the parties hereto
on the subject matter hereof and supersedes all prior agreements, written or
oral, on such subject matter.
Section
8. Counterparts.
This
Agreement may be executed by one or more of the parties hereto on any number
of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be maintained by the Borrower and
the
Administrative Agent.
[Signature
pages follow.]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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MACQUARIE
GAS HOLDINGS LLC
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By:
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/s/
Xxxxx Xxxxxx
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Name: Xxxxx
Xxxxxx
Title:
Chief
Executive Officer
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THE
GAS COMPANY, LLC, as
the Borrower
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
Xxxxxx
Title:
President
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name: Xxxxxx
X. Xxxxxxx
Title:
Vice
President
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Amendment
No. 1 to Macquarie District Energy Loan
Agreement
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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DRESDNER
BANK AG NIEDERLASSUNG
LUXEMBURG,
as the Administrative Agent
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By:
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/s/
Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
Title:
Associate
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By:
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/s/
Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
Title:
Associate
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Amendment
No. 1 to Macquarie District Energy Loan
Agreement
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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COMMONWEALTH
BANK OF AUSTRALIA, as
Lender
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By:
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/s/
Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
Title:
Vice President
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LLOYDS
TSB BANK PLC, as Lender
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By:
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Name:
Title:
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BAYERISCHE
LANDESBANK, Cayman Islands
Branch,
as Lender
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By:
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/s/
Nikolai von Megden
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Name:
Xxxxxxx xxx Xxxxxxx
Title:
Senior Vice President
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By:
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/s/
Xxxx Xxxxxxx
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Name:
Xxxx Xxxxxxx
Title:
First Vice President
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DRESDNER
BANK AG LONDON BRANCH, as
Lender
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By:
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/s/
C. M. Allflatt
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Name: C.M.
Allflatt
Title:
Authorised
Signatory
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By:
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/s/
Xxxx Xxxxxxx
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Name:
Xxxx Xxxxxxx
Title:
Authorized
Signatory
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Amendment
No. 1 to Macquarie District Energy Loan
Agreement
