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EXHIBIT 10.56
AMENDMENT NO. 1 TO SECOND AMENDED
AND RESTATED SECURITY DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED SECURITY DEPOSIT
AGREEMENT ("Security Deposit Agreement"), dated as of July 31, 1998 (this
"Amendment") among (a) Camden Xxxxx X.X., a Delaware limited partnership (the
"Partnership" or the "Borrower") of which Cogen Technologies Camden GP Limited
Partnership, a Delaware limited partnership, is the general partner (the
"General Partner"), (b) Toronto Dominion (Texas), Inc. (formerly known as The
Toronto-Dominion Bank Trust Company), a Delaware corporation ("TD Texas"), as
prior agent and as prior collateral agent (in such capacity, the "Prior Agent")
(x) under 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 to Amendment and Restatement of the Construction Loan
Agreement, dated as of December 22, 1993 (as the same may be further amended,
supplemented or otherwise modified, hereinafter referred to as the "Credit
Agreement") (terms defined in the Credit Agreement and not defined herein having
the meaning assigned in the Credit Agreement) among (i) the Partnership, (ii)
the Agent, (iii) The Bank of Tokyo-Mitsubishi Trust Company (formerly known as
The Bank of Tokyo Trust Company) ("XXXX"), as Senior Tranche Agent for the
Tranche A Lenders (in such capacity, the "Senior Tranche Agent"), (iv) General
Electric Capital Corporation, a New York corporation ("GE Capital"), and the
Junior Tranche Agent for the Tranche B Lenders (in such capacity, the "Junior
Tranche Agent"), (v) the lenders from time to time parties thereto (the
"Lenders") and (vi) GE Capital, as Letter of Credit Issuer (the "Letter of
Credit Issuer") and (y) with respect to the Collateral Security Documents, (c)
the General Partner, (d) GE Capital, as the limited partner of the Partnership
(the "Limited Partner"), (e) GE Capital, as lender (the "General Partner Term
Lender") under the General Partner Term Loan Agreement, (f) GE Capital, as
Counterparty under the Interest Rate Hedging Agreement (in such capacity, the
"Counterparty"), (g) GE Capital, as Junior Debt Service Letter of Credit Issuer
(the "Junior Debt Service Letter of Credit Issuer"), (h) GE Capital, as Senior
Debt Service of Credit Issuer (the "Senior Debt Service Letter of Credit
Issuer"), (i) GE Capital, as PSE&G Gas Letter of Credit Issuer (the "Project
Letter of Credit Issuer"), (j) GE Capital, as Senior Debt Service Reserve Letter
of Credit Issuer (the "Senior Debt Service Reserve Letter of Credit Issuer"),
(k) TD Texas, as prior Tranche A Co-Agent (in such capacity, the
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"Prior Tranche A Co-Agent"), (1) TD Texas, as prior Security Agent under this
Security Deposit Agreement (in such capacity, the "Prior Security Agent"), (m)
Commerzbank AG, New York Branch ("Commerzbank"), as agent and as collateral
agent (in such capacity, the "Agent") under (x) the Credit Agreement and (y)
with respect to the Collateral Security Documents, (n) Commerzbank, as Tranche
A Co-Agent (in such capacity, the "Tranche A Co-Agent"), (o) Commerzbank, as
Security Agent under this Security Deposit Agreement (in such capacity, the
"Security Agent") and (p) the Lenders (the aforementioned hereinafter,
collectively, "the Parties").
W I T N E S S E T H:
WHEREAS, the Parties were parties to the Security Deposit Agreement;
WHEREAS, the Parties wish to amend certain provisions of the Security
Deposit Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties
hereto agree as follows:
1. Definitions. Unless otherwise defined herein, all terms used
herein which are defined in the Security Agreement shall have their
respective meanings as therein defined.
2. Amendment to Article I (Definitions).
a. Clause (b) of the definition of "Permitted Investments" of the
Security Deposit Agreement is hereby modified to read:
"(b) certificates of deposit, domestic time deposits and
eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not
exceeding six months and overnight bank deposits, in each case, with
any Lender or with any domestic commercial bank of recognized stature
having capital and surplus in excess of $500,000,000".
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b. Clause (d) of the definition of "Cash Equivalents" of the
Security Deposit Agreement is hereby modified to read:
"(d) certificates of deposit, domestic time deposits and
eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not
exceeding six months and overnight bank deposits, in each case, with
any Lender or with any domestic commercial bank of recognized stature
having capital and surplus in excess of $500,000,000".
3. Amendment to Section 6.02(c)(i) (Resignation or Removal). Section
6.02(c)(i) of the Security Deposit Agreement is hereby amended to read:
"(i) shall be a bank or trust company (a) organized under the
laws of the United States of America or the State of New York, the
State of New Jersey or the State of Connecticut having a capital and
surplus of not less than $100,000,000 or (b) organized under the laws
of any country which is a member of the Organization for Economic
Co-operation and Development ("OECD") acting through a branch
licensed by the United States of America or the State of New York, or
the State of New Jersey or the State of Connecticut, having a capital
and surplus of not less than $100,000,000, and".
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IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be duly executed by their duly authorized officers, all as of the day and year
first above written.
CAMDEN XXXXX X.X., a Delaware
limited partnership
BY: Cogen Technologies Camden GP
Limited Partnership, its
General Partner
By: Cogen Technologies Camden, Inc.,
its general partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President
Chief Financial Officer
TORONTO DOMINION (TEXAS), INC., as
Prior Tranche A Co-Agent, Prior
Agent and Prior Security Agent
By: /s/ XXXX XXXX
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Name: Xxxx Xxxx
Title: Vice President
THE TORONTO-DOMINION BANK, as a prior
Tranche A Lender
By: /s/ XXXX XXXX
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Name: Xxxx Xxxx
Title: Mgr. Syndications &
Credit Admin.
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Junior Tranche Agent, Project Letter of
Credit Issuer, Senior Debt Service Reserve
Letter of Credit Issuer, Senior Debt
Service Letter of Credit Issuer, Junior
Debt Service Letter of Credit Issuer,
General Partner Term Lender, Counterparty,
Limited Partner and Tranche B Lender
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Manager of Operations
COGEN TECHNOLOGIES CAMDEN GP LIMITED
PARTNERSHIP, as General Partner
By: Cogen Technologies Camden, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President &
Chief Financial Officer
THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Senior Tranche Agent and
Tranche A Lender
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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COMMERZBANK AG, NEW YORK
BRANCH, as Tranche A Co-Agent,
Agent and Security 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. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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