[LEGEND] Exhibit 10.2 to Form 8-K dated 12/28/95
INSTRUMENT OF TRANSFER
INSTRUMENT OF TRANSFER dated as of December 22, 1995,
between LIBERTY EQUIPMENT INVESTORS - 1983, a New York limited
partnership ("Liberty"), and TRIGEN ENERGY CORPORATION, a
Delaware corporation ("Trigen").
WHEREAS, Liberty is the holder of a limited partnership
interest in Trigen-Trenton District Energy Company, a New Jersey
limited partnership (the "Partnership"), and is party to the
Amended and Restated Agreement of Limited Partnership dated as of
November 20, 1987 (the "Partnership Agreement") of the
Partnership; and
WHEREAS, Liberty issued certain non-recourse promissory
notes, each dated December 28, 1983 and amended and restated
December 14, 1987, in the original aggregate principal amount of
$2,500,000 (the "Liberty Notes"); and
WHEREAS, Liberty entered into an Assignment and Security
Agreement dated as of December 28, 1983, as amended by an
Amendment No. 1 thereto dated as of December 14, 1987 (such
Assignment and Security Agreement, as so amended, being the
"Security Agreement") to secure the payment of the principal of
and interest on the Liberty Notes; and
WHEREAS, under the Partnership Agreement and the Security
Agreement, until the Liberty Notes are paid in full all of the
Liberty Payment Distribution and the Liberty Capital Transaction
Distribution and 72.94% of the cash from time to time
distributable to Liberty from the Partnership, whether as a
liquidating distribution or otherwise, is pledged to, and is to
be paid by the Partnership directly to, the holders of the
Liberty Notes for payment of the Liberty Notes in accordance with
their terms; and
WHEREAS, under the Security Agreement, Liberty has granted
to the holders of the Liberty Notes a continuing security
interest in Liberty's limited partnership interest in the
Partnership; and
WHEREAS, Liberty desires to transfer its limited partnership
interest in the Partnership, subject to the rights and security
interest of the holders of the Liberty Notes, to Trigen, and
Trigen is willing to accept such transfer, subject to such rights
and security interest,
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, and for $1 in hand paid, the receipt and
adequacy of which is hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. Liberty hereby sells, transfers, conveys, assigns and
sets over to Trigen Liberty's entire ownership interest in, and
right and title to, its interest in the Partnership, and its
rights in and under the Partnership Agreement, subject to the
rights and security interest of the holders of the Liberty Notes
under the Security Agreement and the Liberty Notes.
2. Trigen hereby takes and accepts the interest of Liberty
in the Partnership, and in and under the Partnership Agreement,
subject to the rights of the holders of the Liberty Notes under
the Security Agreement and the Liberty Notes, and agrees to be
bound by the provisions of the Partnership Agreement.
3. The transfer effected by this Instrument of Transfer is
subject to, and in no way constitutes a waiver or release of, the
security interest of the holders of the Liberty Notes in the
collateral, referred to in the fourth and fifth recitals hereto,
provided for in the Security Agreement and the Liberty Notes.
4. Liberty represents and warrants that its interest in the
Partnership, and its rights in and under the Partnership
Agreement, are free and clear of any lien, security, interest,
charge, encumbrance or adverse claim other than through and under
the Security Agreement and the Liberty Notes.
5. Trigen represents and warrants that it is acquiring
Liberty's interest in the Partnership for its own account, for
investment and not with the intention of the resale or
distribution thereof, and is aware that transferability of such
interest is restricted.
6. Liberty and Trigen each agrees that it will execute and
deliver such additional instruments as may be required under the
Partnership Agreement or the Security Agreement, or may
reasonably be requested by the other party, to give effect to,
document or further assure the transfer and acceptance herein
provided for.
7. Capitalized terms used in this Instrument of Transfer
that are not otherwise defined herein shall have the meanings
ascribed thereto in the Partnership Agreement.
IN WITNESS WHEREOF, the parties have executed this
Instrument of Transfer as of the date first above written.
LIBERTY EQUIPMENT INVESTORS - 1983,
a New York limited partnership,
By: Maiden Lane Partners Inc.,
its General Partner
By: ______________________________
Name:
Position:
TRIGEN ENERGY CORPORATION
By: ______________________________
Name:
Position:
The undersigned, as Managing
Partner of the Partnership,
hereby consents to the above-
referenced transfer
TRENTON ENERGY CORPORATION,
as Managing Partner
By: _______________________
Name:
Position:
