SECOND AMENDMENT TO TERM LOAN AGREEMENT
SECOND AMENDMENT TO TERM LOAN AGREEMENT dated as of July 31, 1996 (the
"Amendment") by and between COGEN TECHNOLOGIES NJ VENTURE, a general partnership
organized under the laws of the State of New Jersey (the "Borrower"), and THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "Lender").
The parties hereto have entered into a Term Loan Agreement dated as of
November 1, 1987, as amended by First Amendment to Term Loan Agreement dated as
of December 15, 1988 (the "Term Loan Agreement"), providing for the permanent
financing of the Project, subject to certain conditions, as more fully set forth
therein. Each of the parties hereto is willing to amend the Loan Agreement as
set forth herein.
NOW THEREFORE, in consideration of good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. Unless the context otherwise requires, capitalized
terms used but not defined herein shall have the respective meanings assigned to
them in Annex A to the Term Loan Agreement.
2. Amendments to the Term Loan Agreement. The following amendments
shall be made to the Term Loan Agreement:
(a) Clause (b) of the second sentence of Section 2.1 shall be
amended and restated in its entirety as follows:
"(b) mature on October 1, 2008,11
(b) Exhibit A attached to the Term Loan Agreement shall be
amended by the allonge in the form of Exhibit A attached hereto.
(c) Annex C attached to the Term Loan Agreement shall be amended
and restated in its entirety by the schedule in the form of Exhibit B attached
hereto.
3. Full Force and Effect. Except as expressly amended hereby, all
provisions of the Term Loan Agreement remain unaffected and in full force and
effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original.
5. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE TERMS OF THE STATE OF NEW YORK.
6. Effective Date. This Amendment shall be effective when all of the
parties hereto shall have executed a copy hereof.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed as of the day and year first written above.
COGEN TECHNOLOGIES NJ VENTURE
By: COGEN TECHNOLOGIES NJ, INC.
Managing Venturer
By: /s/ X. X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President and Chief
Financial Officer
By: ENRON COGENERATION FIVE
COMPANY, Venturer
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Manager-Operations
By: CEA BAYONNE, INC., Venturer
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: TEVCO/MISSION BAYONNE
PARTNERSHIP, Venturer
By: T/M BAYONNE, INC. AS GP
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
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ALLONGE
TO
COGEN TECHNOLOGIES NJ VENTURE
TERM NOTE
DUE JANUARY 1, 2009
THIS ALLONGE is attached to, made a part of and amends that certain
promissory note, No. 1, dated December 29, 1988, entitled "COGEN TECHNOLOGIES NJ
VENTURE TERM NOTE DUE January 1, 2009" (the "Note"), in the principal amount of
$90,000,000 made by COGEN TECHNOLOGIES NJ VENTURE, a Delaware corporation (the
"Company") to The Prudential Insurance Company of America ("Prudential").
WITNESSETH:
WHEREAS, the Company and Prudential desire to amend the muturity date
and final interest payment date of the Note:
NOW, THEREFORE, the Company agrees that:
(i) the heading and first sentence of the Note are each hereby amended by
deleting the reference to "January 1, 2009" in the heading and the tenth line
of the first sentence of the Note, and substituting therefor a reference to
"October 1, 2008"; and
(ii) that the final Interest Payment Date will be October 1, 2008.
IN WITNESS WHEREOF, the company has caused this Allonge to be executed
and delivered effective the day of July, 1996, by an officer thereunto
validly authorized, and Prudential has accepted this Allonge and caused the same
to be attached to and become a part of the Note.
COGEN TECHNOLOGIES NJ VENTURE
By: COGEN TECHNOLOGIES NJ, INC.
Managing Venturer
By: /s/ X. X. Xxxxxxxx
--------------------------------
Name:
Title:
Accepted effective the
31st day of July, 1996.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Title: Vice President
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