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EXHIBIT 10.44
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 31, 1998 (the "Amendment") to the
Amendment and Restatement, dated as of April 1, 1993, of the Construction and
Term Loan Agreement, dated as of February 4, 1992, as amended by Amendment No.
1, dated as of December 22, 1993 (as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among (i) Camden
Xxxxx X.X., a Delaware limited partnership (the "Borrower"), of which Cogen
Technologies Camden GP Limited Partnership, a Delaware limited partnership, is
the sole general partner, (ii) the Tranche A Lenders and Tranche B Lenders from
time to time parties thereto (collectively, the "Lenders"), (iii) The Bank of
Tokyo-Mitsubishi Trust Company (formerly known as The Bank of Tokyo Trust
Company), a banking corporation organized and existing under the laws of the
State of New York, as Senior Tranche Agent, (iv) Commerzbank AG, New York
Branch, a New York State licensed branch of a bank organized under the laws of
Germany, as Agent and (v) General Electric Capital Corporation, a New York
corporation ("GE Capital"), as Junior Tranche Agent and as issuer of the Letters
of Credit.
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such defined meanings when used herein.
2. Amendment of Subsection 1.1. Subsection 1.1 is hereby amended by:
(a) amending and restating the definition of "Tranche A Co-Agent" as
follows:
"Tranche A Co-Agent": Commerzbank AG, New York branch or any
successor Tranche A Co-Agent under the Credit Agreement.
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(b) amending and restating the definition of "Security Agent" as
follows:
"Security Agent": Commerzbank AG, New York Branch or any
successor security agent under the Security Deposit Agreement.
3. Limited Effect. Except as expressly amended hereby, all of the
provisions of the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with their terms.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which shall constitute one and the same instrument.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND BE CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date first above written.
CAMDEN COGEN X.X.
Xxxxx Technologies Camden
GP Limited Partnership, a
Delaware limited partnership,
its general partner
Cogen Technologies
Camden, Inc., a Texas
corporation its general
partners
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President & Chief
Financial Officer
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THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Senior Tranche Agent
and a Tranche A Lender
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH, as
Agent
By: /s/ XXXXXX XXXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
COMMERZBANK AG, ATLANTA AGENCY, as a
Tranche A Lender
By: /s/ XXXXXX XXXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
THE FUJI BANK LIMITED, as a
Tranche A Lender
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH, as
a Tranche A Lender
By: /s/ XXXXX X. GUIDEIN
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Name: Xxxxx X. Guidein
Title: Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Junior Tranche
Agent, Tranche B Lender and as
issuer of the Letters
of Credit
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Manager of Operations
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