EXHIBIT 10.64 GREENHOUSE RESTRUCTURE AMENDMENT GREENHOUSE RESTRUCTURE AMENDMENT, dated as of March 27, 1997 (this "Amendment") to the following documents: (i) the LOAN AND REIMBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from...

EXHIBIT 10.64

GREENHOUSE RESTRUCTURE AMENDMENT

GREENHOUSE RESTRUCTURE AMENDMENT, dated as of March 27, 1997
(this "Amendment") to the following documents:

(i) the LOAN AND REIMBURSEMENT AGREEMENT (as amended,
supplemented or otherwise modified from time to time, the
"Project Loan Agreement"), dated as of May 18, 1994, among (a)
BIRCHWOOD POWER PARTNERS, L.P., a Delaware limited partnership
(the "Borrower"), (b) the several banks parties to the Project
Loan Agreement and identified on the signature pages thereof as a
"Bank" and each other bank or other financial institution which
becomes a party to the Project Loan Agreement pursuant to Section
14.7 thereof (collectively, the "Banks"), (c) ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL
LIFE INSURANCE COMPANY, ALLSTATE INSURANCE COMPANY, NEW YORK LIFE
INSURANCE COMPANY, the other financial institutions or
institutional investors parties to the Project Loan Agreement and
identified on the signature pages thereof as an "Institution" and
each other institution which becomes a party to the Project Loan
Agreement pursuant to Section 14.8 thereof (collectively, the
"Institutions"), (d) BANQUE PARIBAS, NEW YORK BRANCH, BARCLAYS
BANK PLC, CREDIT SUISSE FIRST BOSTON and UNION BANK OF
CALIFORNIA, as co-agents for the Banks hereunder (in such
capacity, the "Co-Agents"), (e) CREDIT SUISSE FIRST BOSTON and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as Issuing Bank (in
such capacity, the "Issuing Bank," and together with the Banks
and the Institutions, the "Lenders") and (f) CREDIT SUISSE FIRST
BOSTON as administrative agent for the Banks and the Issuing Bank
hereunder (in such capacity, the "Administrative Agent");

(ii) the SECURITY DEPOSIT AND INTERCREDITOR AGREEMENT (as
amended, supplemented or otherwise modified from time to time,
the "Security Deposit Agreement"), dated as of May 18, 1994,
among (a) BIRCHWOOD POWER PARTNERS, L.P. (the "Borrower"), a
Delaware limited partnership, (b) BANQUE PARIBAS, NEW YORK
BRANCH, BARCLAYS BANK PLC, CREDIT SUISSE FIRST BOSTON, UNION BANK
OF CALIFORNIA and each other bank or financial institution which
becomes a party as a "Bank" to the Security Deposit Agreement by
executing a Bank Transfer Supplement (as defined therein) in
accordance with Section 9.4 thereof (collectively, the "Banks"),
(c) ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY, ALLSTATE
INSURANCE COMPANY, NEW YORK LIFE INSURANCE COMPANY, each of the
other financial institutions or institutional investors parties
to the Security Deposit Agreement and identified on the signature
pages thereof as an "Institution" and each other institution
which becomes a party thereto as an "Institution" by executing an
Institutional Transfer Supplement (as defined therein) in
accordance with Section 9.4 thereof (collectively, the
"Institutions"), (d) CREDIT SUISSE FIRST BOSTON and CREDIT SUISSE
FIRST BOSTON, NEW YORK BRANCH, as Issuing Bank, (e) CREDIT SUISSE
FIRST BOSTON, as Administrative Agent, (f) each of the Banks
parties to the Interest Rate Hedging Agreements (as defined in
the Security Deposit Agreement) and to the Security Deposit
Agreement and identified on the signature pages thereof as a
"Secured Counterparty" and each other Bank that becomes a party
thereto as a "Secured Counterparty" by executing a Security
Deposit Agreement Supplement (as defined therein) in accordance
with Section 9.4 thereof (in such capacity, collectively, the
"Secured Counterparties"), (g) any Bond Trustee (as defined in

the Security Deposit Agreement) that becomes a party to the
Security Deposit Agreement by executing a Security Deposit
Agreement Supplement in accordance with Section 9.4 thereof (a
"Secured Bond Trustee") and (h) CREDIT SUISSE FIRST BOSTON, as
security agent for the Secured Parties referred to in the
Security Deposit Agreement (in such capacity, the "Security
Agent");

(iii) the LOAN AND CONTRIBUTION AGREEMENT (the "Greenhouse
Loan Agreement") dated as of May 18, 1994, by and between
BIRCHWOOD POWER PARTNERS, L.P., a Delaware limited partnership
(the "Greenhouse Lender") and GREENHOST, INC., a Delaware
corporation (the "Greenhouse Borrower"); and

(iv) the STEAM SALES AGREEMENT dated as of May 18, 1994, by
and between BIRCHWOOD POWER PARTNERS, L.P., a Delaware limited
partnership ("Birchwood"), and GREENHOST, INC., a Delaware
corporation ("Greenhost").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Termination Agreement
dated as of November 8, 1996, Borrower and Dominion Growers of
Fredericksburg, Inc. ("Dominion") have terminated the Sublease
dated May 18, 1994, between Greenhost, Inc., as Sublessor, and
Dominion, as Sublessee;

WHEREAS, the Greenhouse Borrower and the Greenhouse Lender
have entered into the Term Loan and Working Capital Agreement
dated as of November 19, 1996;

WHEREAS, the Project Loan Agreement heretofore has been
amended by (i) that certain First Amendment to Project Loan
Agreement, dated as of July 11, 1994, (ii) that certain Second
Amendment to Project Loan Agreement, dated as of August 12, 1994,
(iii) that certain Third Amendment and Consent to Project Loan
Agreement, dated as of October 1, 1994, (iv) that certain Fourth
Amendment and Consent to Project Loan Agreement, dated as of
December 1, 1994, (v) that certain Fifth Amendment to Project
Loan Agreement, dated as of December 15, 1994, (vi) that certain
Sixth Amendment to Project Loan Agreement, dated as of September
18, 1995, (vii) that certain Seventh Amendment and Consent to
Project Loan Agreement, dated as of November 10, 1995, (viii)
that certain Composite Amendment and Consent to Project Loan
Agreement and Security Deposit Agreement, dated as of April 10,
1996 and (ix) that certain First Amendment to Composite Amendment
and Consent to Project Loan Agreement and Security Deposit
Agreement, dated as of December 18, 1996 (together, the "Project
Loan Agreement Amendments");

WHEREAS, the parties to the Project Loan Agreement have
agreed to amend further the Project Loan Agreement, as set forth
below;

WHEREAS, the Security Deposit Agreement has been amended by
(i) that certain First Amendment to Security Deposit Agreement,
dated as of July 11, 1994, (ii) that certain Second Amendment to
Security Deposit and Intercreditor Agreement, dated as of October
1, 1994, (iii) that certain Third Amendment to Security Deposit

and Intercreditor Agreement, dated as of December 1, 1994, (iv)
that certain Fourth Amendment to Security Deposit and
Intercreditor Agreement, dated as of November 10, 1995, (v) that
certain Composite Amendment and Consent to Project Loan Agreement
and Security Deposit Agreement, dated as of April 10, 1996 and
(vi) that certain First Amendment to Composite Amendment and
Consent to Project Loan Agreement and Security Deposit Agreement,
dated as of December 18, 1996 (together, the "Security Deposit
Agreement Amendments");

WHEREAS, the parties to the Security Deposit Agreement have
agreed to amend further the Security Deposit Agreement as set
forth below;

WHEREAS, Annex A to both the Project Loan Agreement and the
Security Deposit Agreement ("Annex A") has been amended by (i)
the Project Loan Agreement Amendments, (ii) the Security Deposit
Agreement Amendments and (iii) the Omnibus Amendment to Annex A
(Definitions) of Specified Financing Documents, dated as of
September 18, 1995 (the "Omnibus Amendment");

WHEREAS, the parties hereto have agreed to amend further
Annex A, as set forth below;

WHEREAS, the parties to the Greenhouse Loan Agreement have
agreed to amend the Greenhouse Loan Agreement and Annex A to the
Greenhouse Loan Agreement to reflect the termination of the
Sublease and the entering into of the Term Loan and Working
Capital Agreement, as further set forth below;

WHEREAS, the parties to the Steam Sales Agreement have
agreed to amend the Steam Sales Agreement to reflect the
termination of the Sublease and the entering into of the Term
Loan and Working Capital Agreement, as set forth below; and

NOW, THEREFORE, the parties hereto hereby agree as follows:

I. DEFINED TERMS.

Unless the context otherwise requires, capitalized terms
used herein but not defined herein shall have the meanings
assigned thereto in the Project Loan Agreement.

II. AMENDMENTS TO THE PROJECT LOAN AGREEMENT

A. Section 7.3(f). Section 7.3(f) of the Project Loan
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the following:

(f) Prepayments Under Greenhouse Loan Agreement
and New Greenhouse Loan Agreement. If the Greenhouse
Owner shall at any time or from time to time prepay all
or a portion of the loans outstanding under the
Greenhouse Loan Agreement or the New Greenhouse Loan
Agreement, as the case may be, the Borrower shall, on

the date it obtains knowledge of such prepayment,
provide notice thereof to the Administrative Agent and
the Institutions (the "Greenhouse Prepayment Notice"),
and shall prepay the Bank Loans and/or Institutional
Loans in accordance with this Section 7.3(f) and
Section 7.5 in an amount equal to 85% of the amount of
such prepayment of loans under the Greenhouse Loan
Agreement or the New Greenhouse Loan Agreement, as the
case may be (the "Greenhouse Prepayment Amount"). The
Greenhouse Prepayment Notice shall specify (i) the
Greenhouse Prepayment Amount and (ii) the expected date
of the prepayment of Loans to be made pursuant to this
Section 7.3(f), which shall be the later of (x) the
date of prepayment of loans under the Greenhouse Loan
Agreement or the New Greenhouse Loan Agreement, as the
case may be, and (y) 10 Business Days after the date of
the Greenhouse Prepayment Notice. Upon receipt of any
such Greenhouse Prepayment Notice the Administrative
Agent shall promptly notify the Banks thereof.
Thereafter, and on the date of prepayment specified in
the Greenhouse Prepayment Notice, the Borrower shall
take the actions required by, and apply the proceeds of
such prepayment to the repayment of the Loans in
accordance with, the provisions of Section 7.5.
Prepayments of Loans made pursuant to this Section
7.3(f) shall be applied to the installments of
principal of the Loans in the order that the
corresponding prepayment of loans under the Greenhouse
Loan Agreement or the New Greenhouse Loan Agreement, as
the case may be, is applied to the installments of
principal of such loans thereunder.

B. Section 9.2(m). Section 9.2(m) of the Project Loan
Agreement is hereby amended by deleting the Section in it
entirety and inserting in lieu thereof the following:

(m) Greenhouse Loan and New Greenhouse Loan Agreements. If
all or a portion of the proceeds of such Loan are to be used
by the Borrower to make loans under the Greenhouse Loan
Agreement or the New Greenhouse Loan Agreement, the
Administrative Agent and the Institutions shall have
received a certificate of a Responsible Officer of the
Borrower stating that (i) to the best of his knowledge
(after due inquiry), no event of default under the
Greenhouse Loan Agreement, New Greenhouse Loan Agreement or
Greenhouse Master Lease has occurred and is continuing on
such Borrowing Date, unless such event of default has been
waived by the Borrower with the consent of the
Administrative Agent and the Majority Institutions, and (ii)
all conditions to such loan set forth in the Greenhouse Loan
Agreement or the New Greenhouse Loan Agreement, as the case
may be, (other than the condition that the Borrower obtain a
Loan under this Agreement) have been satisfied, or waived
with the consent of the Administrative Agent and the
Majority Institutions, and such certificate shall be
accompanied by all documents, opinions and certificates
received by the Borrower pursuant to Section 3.4 of the
Greenhouse Loan Agreement and Section 3.5 of the New
Greenhouse Loan Agreement in connection with such borrowing.

C. Section 10.2(c). Section 10.2(c) of the Project Loan
Agreement is hereby amended by deleting the phrase "furnished to
the Greenhouse Owner" and inserting in lieu thereof the word
"prepared".

D. Section 10.17(b). Section 10.17(b) of the Project Loan
Agreement is hereby amended by deleting the phrase "Greenhouse
Loan Agreement or Section 15.01 of the Greenhouse Sublease" and
inserting in lieu thereof the phrase "Greenhouse Loan Agreement,
the New Greenhouse Loan Agreement or the Greenhouse Master
Lease".

E. Section 10.18. Section 10.18 of the Project Loan
Agreement is hereby amended by deleting the phrase "Section
5.03(b) and (c) of the Greenhouse Sublease" and inserting in lieu
thereof the defined term "Steam Sales Agreement and the
Greenhouse Master Lease." Section 10.18 is hereby further
amended by deleting Section 10.18(b) which begins with the phrase
"the Borrower shall promptly cause funds on deposit" to be
deleted in its entirety and sequentially renumbering the
succeeding clauses as "(b)" and "(c)", respectively and by
deleting from Section 10.18 the sentence which begins with the
phrase "For purposes of this Section 10.18, it is agreed that the
Majority Banks and Majority Institutions" in its entirety.

F. Section 11.5. Section 11.5 of the Project Loan
Agreement is hereby amended by deleting the phrase "with the
proceeds of Loans and Equity Funding Loans" and inserting in lieu
thereof the phrase "and Article 3 of the New Greenhouse Loan
Agreement".

G. Section 11.6. Section 11.6 of the Project Loan
Agreement is hereby amended by inserting the phrase "and the New
Greenhouse Loan Agreement" immediately after the phrase "in
existence on the Closing Date".

H. Section 11.12(a). Section 11.12(a) of the Project Loan
Agreement is hereby amended by deleting the phrase "the
Greenhouse Sublease," the word "and" immediately preceding
Section 11.12(a)(B), and inserting the following immediately
after the phrase "consent under the provisions of Section 11.9":

, and (C) consent to operating agreements, license
agreements or similar arrangements into which the
Greenhouse Owner may enter from time to time which
could not reasonably be expected to cause or result in
a Greenhouse Adverse Change pursuant to Section 10.18
of the Project Loan Agreement or otherwise have a
Material Adverse Effect on the Greenhouse Owner's
ability to perform its obligations under the Steam
Sales Agreement or the Master Lease relating to the
requirement that it take a minimum amount of steam, and
(D) terminate the New Greenhouse Loan Agreement and
related Security Agreement upon payment and
satisfaction in full of the Term Loan and Working
Capital Loan thereunder and in connection therewith
enter into and deliver any appropriate and reasonable
landlord consents relating to the perfection of UCC
collateral interests in the Greenhouse inventory,
stocks or supplies in favor of any lender which
provides working capital financing to the Greenhouse
Owner or any operator or licensee thereof.

I. Section 11.12(b): Section 11.12(b) of the Project Loan
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the following:

(b) The Borrower shall not, without the prior
written consent of the Majority Lenders, exercise, or
cause the Greenhouse Owner to exercise, any rights or
remedies under any Greenhouse Document following any
default thereunder, including without limitation any
right to terminate the lending commitments of the
Borrower under the Greenhouse Loan Agreement or the New
Greenhouse Loan Agreement, to declare loans, advances,
rent and/or other amounts owing under the Greenhouse
Loan Agreement or the New Greenhouse Loan Agreement, as
the case may be, the Greenhouse Mortgage or the
Greenhouse Master Lease to be immediately due and
payable, or to foreclose on or exercise other remedies
with respect to all or any portion of the Greenhouse
Collateral.

J. Section 12.1(l). Section 12.1(l) of the Project Loan
Agreement is hereby amended by (i) deleting the phrase
"Greenhouse Sublease providing for the payment of rent or any
provision in the Greenhouse Loan Agreement" and inserting in lieu
thereof the phrase "Greenhouse Loan Agreement or the New
Greenhouse Loan Agreement", (ii) inserting the phrase "or for the
payment of rent under the Greenhouse Master Lease" in Section
12.1(l)(iii) immediately after the words "loans thereunder",
(iii) inserting the phrase "which could reasonably be expected to
have a Material Adverse Effect" immediately after the phrase
"contained in any Project Document" in Section 12.1(l)(iv), and
(iv) deleting the phrase "Greenhouse Sublease and the Greenhouse
Loan Agreement, any failure by the Greenhouse Operator or the"
and inserting in lieu thereof the phrase "Greenhouse Loan
Agreement, the New Greenhouse Loan Agreement or the Greenhouse
Master Lease, any failure by the".

K. Section 12.2(6). Section 12.2(6) of the Project Loan
Agreement is hereby amended by (i) deleting the phrase "or
Section 15.01 of the Greenhouse Sublease" and inserting in lieu
thereof the phrase ", Article 7 of the New Greenhouse Loan
Agreement or the Greenhouse Master Lease", (ii) inserting the
phrase "or the New Greenhouse Loan Agreement" immediately after
the phrase "the Greenhouse Loan Agreement" in Section 12.2(6)(i)
and (iii) deleting the phrase "or Greenhouse Sublease" and
inserting in lieu thereof the phrase ", the New Greenhouse Loan
Agreement or the Greenhouse Master Lease".

L. Section 14.2. Section 14.2 of the Project Loan
Agreement is hereby amended by deleting the following:

Credit Suisse
Tower 49
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Project Finance
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Telex: 420149

and inserting in lieu thereof the following:

Credit Suisse First Boston
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Project Finance
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Telex: 420149

M. The Project Loan Agreement is hereby amended by deleting
all references to the phrase "Credit Suisse" and inserting in
lieu thereof the phrase "Credit Suisse First Boston".

III. AMENDMENTS TO THE SECURITY DEPOSIT AGREEMENT

A. Section 1.2. Section 1.2 of the Security Deposit
Agreement is hereby amended as follows:

(i) by adding thereto, in alphabetical order, the
following new defined terms:

"Corporation": Greenhost, Inc., a Delaware corporation.

"Dividends": any cash dividends or distributions, any
and all stock or liquidating dividends, other distributions
in property, return of capital or other distributions made
by the Corporation on or in respect of the Pledged
Securities, whether declared from the net profits or excess
cash flow of the Corporation or resulting from a
subdivision, combination or reclassification of the
outstanding capital stock of the Corporation or received in
exchange for the Pledged Securities or of any part thereof
as a result of any merger or consolidation to which the
Corporation may be a party or otherwise.

"New Greenhouse Loan Agreement": the Term Loan and
Working Capital Agreement, dated as of November 19, 1996,
between the Corporation and the Borrower.

"New Greenhouse Loan Notes": (i) the Working Capital
Note executed by Corporation in the form of Exhibit A to the
New Greenhouse Loan Agreement, payable to the order of the
Borrower, in the amount of three million dollars
($3,000,000) and (ii) the Term Note executed by Corporation
in the form of Exhibit B to the New Greenhouse Loan
Agreement payable to the order of the Borrower, in the
amount of two million five hundred thousand dollars
($2,500,000).

"Pledged Securities": all of the issued and outstanding
shares of stock of the Corporation.;

(ii) by deleting from such Section 1.2 the definitions
of "Greenhouse Letter of Credit", "Greenhouse Reserve
Account Cash Deposits" and "Greenhouse Reserve Withdrawal
Event" in their entirety, where such definitions appear in
such Section 1.2;

(iii) by deleting from such Section 1.2 the definition
of "Security Deposit Collateral" in its entirety and
inserting in lieu thereof "the Accounts, each Debt Service
Letter of Credit issued and outstanding from time to time
and all cash, other instruments, investments and securities
on deposit in the Accounts, excluding, however, the Bond
Transfer Accounts.";

(iv) by deleting the term "Series 1996B" and inserting
in lieu thereof the term "Series 1997" as the term appears
in the definitions for and in the defined terms "Bond
Construction Fund Requisitions", "Bond Construction Fund
Requisition-Series ▇▇▇▇▇", "▇▇▇▇ Transfer Accounts", "Bond
Trustee-Series 1996B", "Series 1996B Bond Transfer Account"
and in Section 3.1; and

(v) by (x) renaming the term "Trust Indenture-Series
1996B" to "Trust Indenture-Series 1997" and (y) deleting the
definition thereof in its entirety and inserting in lieu
thereof the following:

the Trust Indenture by and between the Industrial
Development Authority of King ▇▇▇▇▇▇ County, Virginia
and Bankers Trust Company, as trustee, dated as of
March 1, 1997.

B. Section 2.9. Section 2.9 of the Security Deposit
Agreement is hereby amended by deleting the phrase "the
Collateral, the Bond Transfer Accounts and the Greenhouse Reserve
Account" and inserting in lieu thereof the following phrase: "the
Collateral and the Bond Transfer Accounts".

C. Section 3.1(a). Section 3.1(a) of the Security Deposit
Agreement is hereby amended by deleting subclause (xi) in its
entirety and sequentially renumbering the succeeding clauses as
"(xi)" through "(xvi)", respectively.

D. Section 3.1(b). Section 3.1(b) of the Security Deposit
Agreement is hereby amended by deleting the phrase "and the
Greenhouse Reserve Account".

E. Section 3.1(c). Section 3.1(c) of the Security Deposit
Agreement is hereby amended by deleting the phrase "and the
Greenhouse Reserve Account".

F. Section 4.4. Section 4.4 of the Security Deposit
Agreement is hereby amended by deleting the phrase "and proceeds
of any Greenhouse Reserve Replenishment Rent".

G. Section 4.6. Section 4.6 of the Security Deposit
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the word "Deleted.".

H. Section 4.8. Section 4.8 of the Security Deposit
Agreement is hereby amended by deleting the phrase "and the
Greenhouse Reserve Account".

I. Section 5.12. Section 5.12 of the Security Deposit
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the word "Deleted.".

J. Section 5.15(c). Section 5.15(c) of the Security
Deposit Agreement is hereby amended by deleting the phrase "the
Greenhouse Reserve Account and".

K. Section 5.15(d). Section 5.15(d) of the Security
Deposit Agreement is hereby amended by deleting the phrase "the
Greenhouse Reserve Account and".

L. Section 9.1. Section 9.1 of the Security Deposit
Agreement is hereby amended by deleting the following:

Credit Suisse
Tower 49
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Project Finance
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇

and inserting in lieu thereof the following:

Credit Suisse First Boston
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Project Finance
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇

M. The Security Deposit Agreement is hereby amended by
deleting all references to the phrase "Credit Suisse" and
inserting in lieu thereof the phrase "Credit Suisse First
Boston".

IV. AMENDMENTS TO ANNEX A

A. Access and Utility Easement Agreement. The definition
of "Access and Utility Easement Agreement" in Annex A is hereby
amended by deleting the phrase "the Greenhouse Operator" and
inserting in lieu thereof the phrase "Dominion Growers of
Fredericksburg, Inc.".

B. Accounts. The definition of "Accounts" in Annex A is
hereby amended by deleting the phrase "the Greenhouse Reserve
Account,".

▇. ▇▇▇▇▇. The definition of "Bond" in Annex A is hereby
amended by deleting the term "Series 1996B" and inserting in lieu
thereof the term "Series 1997".

▇. ▇▇▇▇ Transfer Accounts. The definition of "Bond
Transfer Accounts" in Annex A is hereby amended by deleting the
term "Series 1996B" and inserting in lieu thereof the term
"Series 1997".

E. Borrower's Greenhouse Expenses. The definition of
"Borrower's Greenhouse Expenses" in Annex A is hereby amended by
deleting it in its entirety.

F. Cash Operating Costs. The definition of "Cash Operating
Costs" in Annex A is hereby amended by inserting the phrase "or
loaned from time to time by the Borrower to the Greenhouse Owner
under the working capital loan commitment of the New Greenhouse
Loan Agreement" immediately after the phrase "Steam Sales
Agreement in Subsection (vii)".

G. Collateral. The definition of "Collateral" in Annex A
is hereby amended by (i) deleting the word "and" immediately
preceding the phrase "any Bonds" and (ii) inserting the phrase
"and the Pledged Securities" immediately after the phrase "Bond
Pledge Agreement".

H. Greenhouse ▇▇▇▇ of Sale. The definition of "Greenhouse
▇▇▇▇ of Sale" in Annex A is hereby amended by deleting the phrase
"the Greenhouse Operator" and inserting in lieu thereof the
phrase "Dominion Growers of Fredericksburg, Inc.".

I. Greenhouse Collateral. The definition of "Greenhouse
Collateral" in Annex A is hereby amended by deleting the phrase
"or the Greenhouse Sublease" and inserting in lieu thereof the
phrase ", the New Greenhouse Loan Agreement, or the Greenhouse
Master Lease".

J. Greenhouse Construction Contract. The definition of
"Greenhouse Construction Contract" in Annex A is hereby amended
by deleting the phrase "the Greenhouse Operator" and inserting in
lieu thereof the phrase "Dominion Growers of Fredericksburg,
Inc.".

K. Greenhouse Deed. The definition of "Greenhouse Deed" in
Annex A is hereby amended by deleting the phrase "the Greenhouse
Operator" and inserting in lieu thereof the phrase "Dominion
Growers of Fredericksburg, Inc.".

L. Greenhouse Documents. The definition of "Greenhouse
Documents" in Annex A is hereby amended by deleting the phrase
"the Greenhouse Sublease" and inserting in lieu thereof the
phrase "the New Greenhouse Loan Agreement, the New Greenhouse
Loan Notes, the New Greenhouse Security Agreement and the Workout
Deeds.".

M. Greenhouse Nondisturbance Agreement. The definition of
"Greenhouse Nondisturbance Agreement" in Annex A is hereby
amended by (i) inserting the phrase "for historical purposes and
in connection with Section 9.1 of the Project Loan Agreement" at
the beginning of such definition and (ii) deleting the phrase
"the Greenhouse Operator" and inserting in lieu thereof the
phrase "Dominion Growers of Fredericksburg, Inc.".

N. Greenhouse Operator. The definition of "Greenhouse
Operator" in Annex A is hereby amended by deleting it in its
entirety and inserting in lieu thereof the phrase "Greenhost,
Inc., a Delaware corporation.".

O. Greenhouse Operator Pledge Agreements. The definition
of "Greenhouse Operator Pledge Agreements" in Annex A is hereby
amended by (i) inserting the phrase "for historical purposes and
in connection with Section 9.1 of the Project Loan Agreement," at

the beginning of such definition and (ii) deleting the phrase
"Greenhouse Operator" and inserting lieu thereof the phrase
"Dominion Growers of Fredericksburg, Inc.".

P. Greenhouse Owner Pledge Agreements. The definition of
"Greenhouse Owner Pledge Agreement" in Annex A is hereby amended
by deleting it in its entirety and inserting in lieu thereof the
following:

" "Greenhouse Owner Pledge Agreements" means
collectively, (i) the Amended and Restated Stock Pledge
Agreement dated November 19, 1996 between SEI Birchwood,
Inc., a Delaware corporation, as Pledgor, and Birchwood
Power Partners, L.P., a Delaware limited partnership, as
Lender; and (ii) the Amended and Restated Stock Pledge
Agreement dated November 19, 1996 between
Cogentrix/Birchwood Two, L.P., a Delaware limited
partnership, as Pledgor, and Birchwood Power Partners, L.P.,
a Delaware limited partnership, as Lender."

Q. Greenhouse Pledge Agreements. The definition of
"Greenhouse Pledge Agreements" is hereby amended by (i) inserting
the phrase "for historical purposes and in connection with
Section 9.1 of the Project Loan Agreement," at the beginning of
such definition and (ii) deleting the phrase "Greenhouse Owner
Pledge Agreement" and inserting in lieu thereof the phrase
"Greenhouse Owner Pledge Agreements".

R. Greenhouse Prepayment Proceeds. The definition of
"Greenhouse Prepayment Proceeds" in Annex A is hereby amended by
deleting the phrase "Greenhouse Loan Agreement, other than a
mandatory prepayment of loans made with the proceeds of any
payments of Greenhouse Reserve Replenishment Rent under the
Greenhouse Sublease" and inserting in lieu thereof the phrase
"Greenhouse Loan Agreement or the New Greenhouse Loan Agreement
except, so long as an Event of Default shall not have occurred
and is continuing, a mandatory prepayment of loans under Section
4.2(b)(ii) of the New Greenhouse Loan Agreement".

S. Greenhouse Reserve Account. The definition of
"Greenhouse Reserve Account" in Annex A is hereby amended by
deleting it in its entirety.

T. Greenhouse Reserve Replenishment Rent. The definition
of "Greenhouse Reserve Replenishment Rent" in Annex A is hereby
amended by deleting it in its entirety.

U. Greenhouse Reserve Withdrawal Event. The definition of
"Greenhouse Reserve Withdrawal Event" in Annex A is hereby
amended by deleting it in its entirety.

V. Greenhouse Sublease. The definition of "Greenhouse
Sublease" in Annex A is hereby amended by (i) inserting the
phrase "for historical purposes and in connection with Section
9.1 of the Project Loan Agreement," at the beginning of such
definition, (ii) deleting the phrase "the Greenhouse Operator"
and inserting in lieu thereof the phrase "Dominion Growers of
Fredericksburg, Inc." and (iii) deleting the phrase "in
accordance with Section 11.12(a) of the Project Loan Agreement".

W. New Greenhouse Loans: Annex A is hereby amended by
adding the following definition in alphabetical order:

"New Greenhouse Loans": the working capital loan
and the term loan extended by the Borrower to the
Greenhouse Owner pursuant to the New Greenhouse Loan
Agreement.

X. New Greenhouse Loan Agreement: Annex A is hereby
amended by adding the following definition in alphabetical order:

"New Greenhouse Loan Agreement": the Term Loan and
Working Capital Agreement, dated as of November 19,
1996, between the Borrower and the Greenhouse Owner.

Y. New Greenhouse Loan Notes: Annex A is hereby amended by
adding the following definition in alphabetical order:

"New Greenhouse Loan Notes": (i) the Working
Capital Note executed by Corporation in the form of
Exhibit A to the New Greenhouse Loan Agreement, payable
to the order of the Borrower, in the amount of three
million dollars ($3,000,000) and (ii) the Term Note
executed by Corporation in the form of Exhibit B to the
New Greenhouse Loan Agreement payable to the order of
the Borrower, in the amount of two million five hundred
thousand dollars ($2,500,000).

Z. Project Cash Flow: The definition of "Project Cash
Flow" in Annex A is hereby amended by inserting the phrase "(or
minus) (ii)" immediately after the phrase "Bonus) for such period
plus" and deleting the phrase "(ii) the Borrower's Greenhouse
Expenses, if any, for such period plus (or minus) (iii)".

AA. Project Costs: The definition of "Project Costs" in
Annex A is hereby amended by deleting the word "and" immediately
preceding clause (r) and inserting the phrase "and (s) the New
Greenhouse Loans;" immediately after such clause (r) and
immediately preceding the phrase "excluding, however,".

BB. Project Revenues: The definition of "Project Revenues"
in Annex A is hereby amended by deleting the definition in its
entirety and inserting in lieu thereof the following definition:

"Project Revenues": for any period, the sum of
(i) all revenues received by the Borrower from the sale
of electrical energy pursuant to the Power Purchase
Agreement and from the sale of steam pursuant to the
Steam Sales Agreement, (ii) any other operating
revenues received by the Borrower for such period,
(iii) all payments received (including interest) by the
Borrower of any scheduled repayment of loans or any
mandatory prepayment of loans pursuant to the
Greenhouse Loan Agreement or any payments under the

Greenhouse Master Lease, (iv) all payments received
(including interest) by the Borrower of any scheduled
repayment of loans or any mandatory prepayment of loans
pursuant to the New Greenhouse Loan Agreement, (v) so
long as any of the Bank Project Notes, the Greenhouse
Loan Note or the New Greenhouse Loan Notes are
outstanding, (1) any and all Dividends paid by the
Corporation with respect to the Pledged Securities, (2)
the net proceeds from the sale or transfer of any of
the assets of the Corporation, after payment of the
Indebtedness (as defined in the New Greenhouse Loan
Agreement) under the New Greenhouse Loan Agreement and
(3) any and all other proceeds, awards, or other
compensation received by the Corporation, less
reasonable fees, expenses and other directly related
costs incurred in connection with the collection of
such funds, (vi) any General Indemnity Payment Proceeds
and (vii) the earnings on Permitted Investments on
deposit in the Accounts to the extent distributed to
the Project Control Account pursuant to the Security
Deposit Agreement; provided, however, that for any
given month, any revenues received by the Borrower (x)
pursuant to a check dated the end of such given month
which is deposited no later than the fifth business day
of the following month, or (y) pursuant to a wire
transfer which is received no later than the fifth
business day of the following month shall be deemed to
be and included as revenue for such given month.

CC. Quarterly Calculation Date: The definition of
"Quarterly Calculation Date" in Annex A is hereby amended by
deleting the phrase "last day of each" and inserting in lieu
thereof the phrase "third Business Day following the end of
each".

DD. Stormwater and Surface Water Runoff Easement Agreement:
The definition of "Stormwater and Surface Water Runoff Easement
Agreement" in Annex A is hereby amended by deleting the phrase
"the Greenhouse Operator" and inserting in lieu thereof the
phrase "Dominion Growers of Fredericksburg, Inc.".

EE. Trust Indenture-Series 1996B. The definition of "Trust
Indenture-Series 1996B" in Annex A is hereby renamed "Trust
Indenture-Series 1997" and amended by deleting the definition in
its entirety and inserting in lieu thereof the following:

the Trust Indenture by and between the Industrial
Development Authority of King ▇▇▇▇▇▇ County, Virginia
and Bankers Trust Company, as trustee, dated as of
March 1, 1997.

FF. The following new defined terms shall be added to Annex
A in alphabetical order:

"New Greenhouse Security Agreement": the Security
Agreement by and between Greenhost, Inc. and Birchwood Power
Partners, L.P. dated as of November 19, 1996 and entered
into pursuant to the New Greenhouse Loan Agreement.

"Workout Deeds": the Omnibus Deed, ▇▇▇▇ of Sale,
General Assignment and Conveyance by Dominion Growers of
Fredericksburg, Inc. and Dominion Growers, Inc. to
Greenhost, Inc. dated as of November 8, 1996 and the four
(4) Deeds of Bargain and Sale from Dominion Growers of

Fredericksburg, Inc. to Greenhost, Inc. each dated as of
November 8, 1996 and recorded on book and page numbers
0291/723; 0291/719; 0291/711; and 0291/715 with the Clerk,
Circuit Court, King ▇▇▇▇▇▇ County, Virginia.

GG. Annex A is hereby amended by deleting all references to
the phrase "Credit Suisse" and inserting in lieu thereof the
phrase "Credit Suisse First Boston".

HH. Annex A is hereby amended by inserting the phrase
"Certain terms not defined herein nor defined in the Project Loan
Agreement shall have the meanings assigned thereto in the
Security Deposit Agreement." at the end of the introductory
sentence on page 1.

V. AMENDMENTS TO THE GREENHOUSE LOAN AGREEMENT

A. Section 2.1. Section 2.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" and
inserting in lieu thereof the word "Pledgors".

B. Section 2.8(a). Section 2.8(a) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "Neither
Borrower nor Pledgor maintains or contributes to, or has" and
inserting in lieu thereof the phrase "Borrower does not maintain
or contribute to, nor has it".

C. Section 2.13. Section 2.13 of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase "and owning
and operating the Greenhouse" after the phrase "it is a party".

D. Section 3.2. Section 3.2 of the Greenhouse Loan
Agreement is hereby amended by inserting the word "Contract" at
the end of the parenthetical.

E. Section 4.2. Section 4.2 of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase "at the rate
per annum equal to eight percent (8%)".

F. Section 4.3. Section 4.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase ", but not
more than forty-five (45),"; (ii) by deleting the phrase
"multiples of $100,000 thereof"; and (iii) by deleting subclause
(ii) of Section 4.3 in its entirety.

G. Section 4.4(b). Section 4.4(b) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "eight percent
(8%)" and inserting the phrase "two percent (2%)"; (ii) by
inserting the phrase "over the interest rate provided in Section
4.1(a) above"; and (iii) by deleting the last sentence of
subclause (b).

H. Section 5.1(a). Section 5.1(a) of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase "or will
cause Sublessee to"; (ii) by deleting the phrase "and Sublessee";
(iii) by deleting the phrase "or Sublessee" each of the two (2)
times such phrase appears in Section 5.1(a); and (iv) by deleting
the phrase "and Article X of the Sublease".

I. Section 5.1(b). Section 5.1(b) of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase ", or
Sublessee at Borrower's direction,"; (ii) by deleting the phrase
"and Sublease" and (iii) by deleting the phrase "Section
4.3(b)(i)" and inserting in lieu thereof the phrase "Section
4.3(b)".

J. Section 5.2. The first seven words of Section 5.2 of
the Greenhouse Loan Agreement (consisting of the words "At no
time shall Borrower or Sublessee") are hereby deleted and the
following phrase is inserted in lieu thereof: "Except as
otherwise consented to by Lender, so long as the Notes are
outstanding, Borrower shall not".

K. Section 5.2(i). Section 5.2(i) of the Greenhouse Loan
Agreement is hereby amended (i) by inserting the phrase "in any
material respect" and (ii) by deleting the phrase "the Sublease,
or".

L. Section 5.2(ii). Section 5.2(ii) of the Greenhouse
Loan Agreement is hereby amended (i) by deleting the phrase "or
Section 14.01 of the Sublease,"; and (iii) by deleting the phrase
", or shall cause Sublessee to,".

M. Section 5.2(iii). Section 5.2(iii) of the Greenhouse
Loan Agreement is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following: "(iii) create,
incur, assume or permit to exist any indebtedness, except for (A)
Indebtedness under the Loan Documents, (B) Indebtedness under the
Term Loan and Working Capital Agreement, (C) indebtedness of up
to $5.5 million incurred under documentation reasonably
acceptable to the Administrative Agent which may be secured
solely by Working Capital Property (as defined in Annex A of the
Greenhouse Loan Agreement) or third party collateral following
payment and satisfaction in full of the indebtedness and
obligations under and termination of the New Greenhouse Loan
Agreement and the term loan and working capital loan thereunder,
and (D) indebtedness under any unsecured shareholder loans
subordinated to the Notes;"

N. Section 5.2(iv). Section 5.2(iv) of the Greenhouse
Loan Agreement is hereby amended by inserting the phrase "unless
the distributions or payments received are deposited by the
Pledgors (or by Borrower on behalf of the Pledgors) into the
Project Control Account under the Security Deposit Agreement to
be applied and distributed in accordance with the terms of the
Security Deposit Agreement,".

O. Section 5.2(v). Section 5.2(v) of the Greenhouse Loan
Agreement is hereby amended by adding the phrase "except for
Permitted Investments".

P. Section 5.2(vi). Section 5.2(vi) of the Greenhouse
Loan Agreement is hereby amended by (i) deleting the word
"Pledgor" each of the four (4) times such word appears in Section
5.2(vi) and inserting in lieu thereof the word "Pledgors" and
(ii) inserting the phrase "or as permitted under Section 5.2(iii)
hereunder" at the end of Section 5.2(vi).

Q. Section 5.2(viii). Section 5.2(viii) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "and
ownership" and inserting in lieu thereof the phrase ", ownership
and operation (directly or indirectly through one or more
operators or growers)" and by deleting the phrase "and the
sublease of the Site and lease of the Greenhouse Facility to
Sublessee pursuant to the Sublease".

R. Section 5.2(x). Section 5.2(x) of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase ", unless, in
any of the cases under subclauses (A), (B) or (C), such action
would not be material".

S. Section 5.2(xi). Section 5.2(xi) of the Greenhouse
Loan Agreement is hereby amended by deleting the "or Sublessee,
as the case may be,"; and (ii) by deleting the phrase "or
Sublessee".

T. Section 5.3. Section 5.3 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", or cause
Sublessee to,".

U. Section 5.3(b). Section 5.3(b) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "or
Sublessee," "or Sublessee's", and "or Sublease".

V. Section 5.3(c). Section 5.3(c) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublessee"
each of the four (4) times such phrase appears in subsection (c).

W. Section 5.3(d). Section 5.3(d) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or
Sublessee,".

X. Section 5.3(e). Section 5.3(e) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublessee"
each of the three (3) times such phrase appears in the
introductory and concluding language of subsection (e).

Y. Section 5.3(e)(C). Section 5.3(e)(C) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublessee".

Z. Section 5.3(e)(D). Section 5.3(e)(D) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublessee".

Y. Section 5.3(e)(G). Section 5.3(e)(G) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "the
Sublessee".

Z. Section 5.4. Section 5.4 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases ", or
Sublessee at Borrower's direction," each of the two (2) times
such phrase appears in Section 5.4.

AA. Section 6.1. Section 6.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "and Section
18.21 of the Sublease,", "the Sublease," and "or Sublessee".

BB. Section 6.2. Section 6.2 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrases "and
Sublessee", "the Sublease," and "nor Sublessee"; (ii) by deleting
the phrase "or Sublessee" each of the three (3) times such phrase
appears in Section 6.2; and (iii) by deleting the word "either"
and inserting in lieu thereof the word "it".

CC. Section 6.3. Section 6.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrases "the
Sublease," and "or Sublessee's"; and (ii) by deleting the phrase
"or cause Sublessee to pay" each of the two (2) times such phrase
appears in Section 6.3.

DD. Section 7.2(ii). Section 7.2(ii) of the Greenhouse
Loan Agreement is hereby amended by deleting subclause (ii) in
its entirety and sequentially renumbering the succeeding clause
"(ii)".

EE. Section 7.2(iii). Section 7.2(iii) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublease Taxes".

FF. Section 7.5. Section 7.5 of the Greenhouse Loan
Agreement is hereby amended by inserting the word "material"
after the phrase "any of its".

GG. Section 7.7. Section 7.7 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublease"
in the title to Section 7.7, and by deleting the phrase "or any
Event of Default, as defined in Section 15.01 of the Sublease".

HH. Section 7.9. Section 7.9 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", except as
contemplated by the Sublease" and inserting in lieu thereof the
phrase "unless the Indebtedness and Obligations under the
Greenhouse Loan Agreement and the New Greenhouse Loan Agreement
and the loans thereunder have been repaid and satisfied in full
and the Greenhouse Loan Agreement and New Greenhouse Loan
Agreement shall have been terminated."

II. Section 7.12. Section 7.12 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" each
of the two (2) times such word appears in Section 7.12 and
inserting in lieu thereof the word "Pledgors".

JJ. Section 7.14 Section 7.14 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "or
Sublessee" and ", the Sublease,".

KK. Section 7.15. Section 7.15 of the Greenhouse Loan
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the word "Deleted".

LL. Section 8.1. Section 8.1 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase
"Sublessee, or both,"; and (ii) by deleting the word "Pledgor"
each of the two (2) times such word appears in Section 8.1 and
inserting in lieu thereof the word "Pledgors".

MM. Section 9.1. Section 9.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "in each case
only to the extent such amendment, modification or consent,
release or waiver is requested by Sublessee or required as a
result of the occurrence of an Event of Default as defined in the
Sublease".

NN. Section 9.2. Section 9.2 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", or cause
Sublessee to,".

OO. Section 9.3. Section 9.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the word "Pledgor's"
and inserting in lieu thereof the word "Pledgors' "; and (ii) by
deleting the word "Pledgor" and inserting in lieu thereof the
word "Pledgors".

PP. Section 9.4. Section 9.4 of the Greenhouse Loan
Agreement is hereby amended by deleting the sentence "Further,
unless and until the agency relationship between Borrower and
Sublessee created pursuant to Section 5.03(a) of the Sublease
shall be terminated as provided in said Section 5.03(a), this
Agreement may not be amended or modified without the prior
written consent of Sublessee."

QQ. Section 9.8. Section 9.8 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "and under the
Sublease".

RR. Section 9.9. Section 9.9 of the Greenhouse Loan
Agreement is hereby amended by deleting:

"c/o Corporate Trinity Company
Corporation Trust Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation No. (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to: Dominion Growers of Fredericksburg, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ 3 Box 18A1
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation No. (▇▇▇) ▇▇▇-▇▇▇▇

and to: ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation No. (▇▇▇) ▇▇▇-▇▇▇▇"

and inserting in lieu thereof:

"Greenhost, Inc.
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation No. (▇▇▇) ▇▇▇-▇▇▇▇
If hand delivery, send to the following address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President"

SS. Section 9.17. Section 9.17 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" each
of the four (4) times such word appears in Section 9.17 and
inserting in lieu thereof the word "Pledgors".

TT. The Greenhouse Loan Agreement is hereby amended by
deleting all references to the phrase "Credit Suisse" and
inserting in lieu thereof the phrase "Credit Suisse First
Boston".

VI. AMENDMENTS TO ANNEX A TO THE GREENHOUSE LOAN AGREEMENT

A. Acceptable Issuer. The definition of "Acceptable
Issuer" in Annex A is hereby amended by deleting it in its
entirety.

B. Adjusted Loan Balance. The definition of "Adjusted
Loan Balance" is hereby amended by deleting it in its entirety.

C. Collateral Documents. The definition of "Collateral
Documents" is hereby amended (i) by deleting the word "Agreement"
in subclause (b) and inserting in lieu thereof the word
"Agreements"; and (ii) by deleting in their entirety subclause
(c), and the first subclause (d).

D. Collateral Pledge. The definition of "Collateral
Pledge" is hereby amended (i) by inserting the phrase "as amended
November 19, 1996, and" after the word "Agent,"; and (ii) by
inserting the word "further" after the phrase "as the same may
be".

E. Consequential Damages Event of Default. The definition
of "Consequential Damages Event of Default" is hereby amended by
deleting it in its entirety.

F. Depreciated Value. The definition of "Depreciated
Value" is hereby amended by deleting it in its entirety.

G. DGFI Stock Pledge Agreements. The definition of "DGFI
Stock Pledge Agreements" is hereby amended by deleting it in its
entirety.

H. Event of Default. The definition of "Event of Default"
is hereby amended by deleting the phrase " "Event of Default" in
the Sublease shall have the meaning given in Article 15 of the
Sublease."

I. Fee Mortgagee. The definition of "Fee Mortgagee" is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the phrase "the Security Agent under the Security
Deposit Agreement".

J. Governmental Authority. The definition of
AGovernmental Authority is hereby amended by deleting the phrase
"the Sublessee,".

K. Greenhouse Reserve Account. The definition of
"Greenhouse Reserve Account" is hereby amended by deleting it in
its entirety.

L. Greenhost Stock Pledge Agreement. The definition of
"Greenhost Stock Pledge Agreement" is hereby amended by deleting
it in its entirety.

M. Greenhost Stock Pledge Agreements. Annex A is hereby
amended by adding the following definition in alphabetical order:

" "Greenhost Stock Pledge Agreements" means
collectively, (i) the Amended and Restated Stock Pledge
Agreement dated November 19, 1996 between SEI Birchwood,
Inc., a Delaware corporation, as Pledgor, and Birchwood
Power Partners, L.P., a Delaware limited partnership, as
Lender; and (ii) the Amended and Restated Stock Pledge
Agreement dated November 19, 1996 between
Cogentrix/Birchwood Two, L.P., a Delaware limited
partnership, as Pledgor, and Birchwood Power Partners, L.P.,
a Delaware limited partnership, as Lender."

N. Improvements. The definition of "Improvements" is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the following:

" "Improvements" shall mean any and all structures and
appurtenances thereto of every type and kind on, at or under
the Site, including but not limited to, the Inducement
Improvements (as defined in Annex A to the Term Loan and
working Capital Agreement), the Greenhouse Facility,
buildings, outbuildings, garages, sheds, walkways, sprinkler
systems or pipes, garages, roads, curbing, paving,
driveways, parking areas, funds, retaining walls, stairs,
and the Storm Water Piping; provided, however, that
"Improvements" shall not include the Steam Interconnection
Facilities, the metering devices and the Power Station
Piping."

O. Indebtedness. The definition of "Indebtedness" is
hereby amended (i) by deleting the word "Note" and inserting in
lieu thereof the word "Notes" each of the two (2) times such word
appears in the definition, and (ii) by deleting the word
"Pledgor" and inserting in lieu thereof the word "Pledgors".

P. Legal Requirements. The definition of "Legal
Requirements" is hereby amended (i) by deleting the phrases ",
Sublessee", "or Sublessee's as the case may be," and "or
Sublessee"; and (ii) by deleting the word "Pledgor" and inserting
in lieu thereof the word "Pledgors".

Q. Letter of Credit Amount. The definition of "Letter of
Credit Amount" is hereby amended by deleting it in its entirety.

R. Loan Documents. The definition of "Loan Documents" is
hereby amended by deleting the word "Note" and by inserting in
lieu thereof the word "Notes".

S. Note. The definition of "Note" is hereby amended by
deleting it in its entirety.

T. Notes. Annex A is hereby amended by adding the
following definition in alphabetical order:

" "Notes" means (i) the Promissory Note executed by
Borrower in the form of Exhibit A to the Greenhouse Loan
Agreement, payable to the order of Lender, in the amount of
Twenty Million Seventy Nine Thousand Dollars ($20,079,000),
(ii) the Working Capital Note executed by Borrower in the
form of Exhibit A to the Term Loan and Working capital
Agreement, payable to the order of Lender, in the amount of
Three Million Dollars ($3,000,000), and (iii) the Term Note
executed by Borrower in the form of Exhibit B to the Term
Loan and Working Capital Agreement, payable to the order of
Lender, in the amount of Two Million Five Hundred Thousand
Dollars ($2,500,0000), and any and all renewals,
reinstatements, rearrangements, enlargements or extensions
thereof or of any promissory note or notes given
thereafter."

U. Obligations. The definition of "Obligations" is hereby
amended (i) by deleting the phrase "Pledgor, or Sublessee, or any
other Person" and inserting in lieu thereof the word "or
Pledgors"; and (ii) by deleting the phrase "Sublessee, Pledgor,
or any other Person in connection therewith, or" and inserting in
lieu thereof the phrase "or Pledgors".

V. Permitted Investments. Annex A is hereby amended by
adding the following definition in alphabetical order:

" "Permitted Investments" means, collectively, (a)
direct obligations of the United States or of any agency or
political subdivision thereof, or obligations guaranteed as
to principal and interest by the United States or by any
agency or political subdivision thereof, in any case
maturing not more than 90 days from the date of acquisition
thereof; (b) certificates of deposit issued by any bank
having capital surplus and undivided profits of at least
U.S.$500,000,000 and a long-term unsecured senior debt
rating of at least "A" by Standard & Poor's and "A2" by
Moody's, in any case maturing not more than 90 days from the
date of acquisition thereof; and (c) commercial paper rated
"P-1" or better by Moody's or "A-1" or better by Standard &
Poor's, in any case maturing not more than 90 days for the
date of acquisition hereof."

W. Pledgor. The definition of "Pledgor" is hereby amended
by deleting it in its entirety.

X. Pledgors. Annex A is hereby amended by adding the
following definition in alphabetical order:

" "Pledgors" means, collectively (i) SEI Birchwood,
Inc., a Delaware corporation, as pledgor under the Amended
and Restated Stock Pledge Agreement dated November 19, 1996
between SEI Birchwood, Inc. and Birchwood Power Partners,
L.P., a Delaware limited partnership, and (ii)
Cogentrix/Birchwood Two, L.P., a Delaware limited
partnership, as pledgor under the Amended and Restated Stock
Pledge Agreement dated November 19, 1996 between
Cogentrix/Birchwood Two, L.P. and Birchwood Power Partners,
L.P., a Delaware limited partnership."

Y. Power Station Piping. The definition of "Power Station
Piping" is hereby amended by deleting the word "Subpremises" and
inserting in lieu thereof the word "Premises".

Z. Project Contracts. The definition of "Project
Contracts" is hereby amended by deleting the phrases ", the
Sublease", and "or Sublessee".

AA. Rent, Annual Rent, Base Rent, Calculated Rent,
Supplemental Rent, and Additional Rent. The definition of
"Rent", "Annual Rent", "Base Rent", "Calculated Rent",
"Supplemental Rent" and "Additional Rent" is hereby amended by
deleting it in its entirety.

BB. Salary Cap. The definition of "Salary Cap" is hereby
amended by deleting it in its entirety.

CC. Section 15.02 Payment. The definition of "Section 15.02
Payment" is hereby amended by deleting it in its entirety.

DD. Section 15.02(g) Fair Market Value. The definition of
"Section 15.02(g) Fair Market Value" is hereby amended by
deleting it in its entirety.

EE. Section 19.01 Option Date. The definition of "Section
19.01 Option Date" is hereby amended by deleting it in its
entirety.

FF. Section 19.02 Option Date. The definition of "Section
19.02 Option Date" is hereby amended by deleting it in its
entirety.

GG. Section 21.01 Event of Default. The definition of
"Section 21.01 Event of Default" is hereby amended by deleting it
in its entirety.

HH. Section 21.01 Purchase Price. The definition of
"Section 21.01 Purchase Price" is hereby amended by deleting it
in its entirety.

II. Special Drawing Event. The definition of "Special
Drawing Event" is hereby amended by deleting it in its entirety.

JJ. Sublessee's Letter of Credit. The definition of
"Sublessee's Letter of Credit" is hereby amended by deleting it
in its entirety.

KK. Sublessor. The definition of "Sublessor" is hereby
amended by deleting the phrase ", in its capacity as Sublessor
under the Sublease".

LL. Taxes. The definition of "Taxes" is hereby amended by
deleting it in its entirety.

MM. Term Loan and Working Capital Agreement. Annex A is
hereby amended by adding the following definition in alphabetical
order:

" "Term Loan and Working Capital Agreement" means that
Term Loan and Working Capital Agreement dated as of November
19, 1996 as the same may be amended, modified or
supplemented from time to time between Birchwood Power
Partners, L.P., a Delaware limited partnership, as Lender,
and Greenhost, Inc., a Delaware corporation, as Borrower."

NN. Total Liquidated Damages. The definition of "Total
Liquidated Damages" is hereby amended by deleting it in its
entirety.

OO. Unpaid Liquidated Damages. The definition of "Unpaid
Liquidated Damages" is hereby amended by deleting it in its
entirety.

PP. Working Capital Loan Facility. The definition of
"Working Capital Loan Facility" is hereby amended by deleting the
current definition and inserting in lieu thereof the following:

"shall mean the working capital loan facility provided
for in the Term Loan and Working Capital Agreement pursuant
to which Borrower may borrow and reborrow from time to time
up to Three Million Dollars ($3,000,000) and for which
Borrower has granted a security interest to Lender in the
Working Capital Property."

QQ. Working Capital Loan. The definition of "Working
Capital Loan" is hereby amended by deleting the word "Sublessee"
and inserting in lieu thereof the word "Borrower".

RR. Working Capital Property. The definition of "Working
Capital Property" is hereby amended by deleting the word
"Sublessee's" each of the two (2) times such word appears in the
definition and inserting in lieu thereof the word "Borrower's".

SS. Annex A to the Greenhouse Loan Agreement is hereby
amended by deleting all references to the phrase "Credit Suisse"
and inserting in lieu thereof the phrase "Credit Suisse First
Boston".

VIII. AMENDMENTS TO THE STEAM SALES AGREEMENT

A. Section 10.5. Section 10.5 of the Steam Sales
Agreement is hereby amended by (i) inserting the phrase "one half
(1/2) of" immediately after the phrase "herein on a monthly basis
for" and (ii) deleting the last three (3) sentences of Section
10.5 and inserting in lieu thereof the following sentence:

The amount of any such reimbursement shall be
based on the average price which Birchwood pays for
fuel oil purchased from third parties during such month
Birchwood is required to partially reimburse Greenhost
under this Section 10.5; provided, however if Birchwood
shall ever purchase fuel oil from an Affiliate during
such month and the purchase price of such fuel oil is
higher than the prevailing market rate for such fuel
oil, any such reimbursement amount due and owing for
such month shall be based on the prevailing market rate
for such fuel oil.

B. Section 24. Section 24 of the Steam Sales Agreement is
hereby amended by deleting the notice addresses for Greenhost in
their entirety and inserting in lieu thereof the following:

Greenhost, Inc.
"P.O. ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
If hand delivery, send to the following address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇"

C. Section 26.2. Section 26.2 of the Steam Sales
Agreement is hereby amended by deleting the last sentence of
Section 26.2.

D. Section 32. Section 32 of the Steam Sales Agreement is
hereby amended by deleting the phrase "except as set forth in the
Sublease,".

E. Section 36. Section 36 of the Steam Sales Agreement is
hereby amended by deleting the last sentence of Section 36.

F. The Steam Sales Agreement is hereby amended by deleting
all references to the phrase "Credit Suisse" and inserting in
lieu thereof the phrase "Credit Suisse First Boston".

VIII. MISCELLANEOUS

A. Conditions to Effectiveness. This Amendment shall
become effective on the date that the Administrative Agent shall
have received counterparts hereof, duly executed by the Borrower,
the Administrative Agent, the Issuing Bank, the Majority Lenders
and the Security Agent.

B. Continuing Effect; No Other Amendments. Except as
expressly amended, modified and supplemented hereby, the
provisions of the Project Loan Agreement and of the Security
Deposit Agreement are and shall remain in full force and Effect.

C. Governing Law. This Amendment as it pertains to the
Project Loan Agreement, the Security Deposit Agreement and Annex
A to the Project Loan Agreement and the Security Deposit
Agreement and the rights and obligations of the parties thereto
shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.

This Amendment as it pertains to the Greenhouse Loan
Agreement, Annex A to the Greenhouse Loan Agreement and the Steam
Sales Agreement and the rights and obligations of the parties
thereto shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Virginia.

D. Counterparts. This Amendment may be executed by one or
more of the parties hereto in any number of separate
counterparts, each of which shall be an original and all of which
taken together shall be deemed to constitute one and the same
instrument.

E. Fees and Expenses. The Borrower agrees to reimburse the
Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment including,
without limitation, the fees and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, counsel to the Administrative Agent and to the
Security Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written. The signature(s) of each party shall be in its
capacity as a party to any of the contracts amended hereby and,
in the case of any contract amended hereby and the Amendment to
Deed of Master Lease dated as of March 27, 1997, by and between
Birchwood Power Partners, L.P. and Greenhost Inc.; the Amended
and Restated Short Form Deed of Master Lease dated as of November
19, 1996 by and between Birchwood Power Partners, L.P. and
Greenhost, Inc.; the Amendment to Deed of Trust, Security
Agreement and Assignment of Leases and Rents dated as of March
27, 1997, by and between Greenhost, Inc. and Lawyers Title
Insurance Corporation for the benefit of Birchwood Power
Partners, L.P.; the Amended and Restated Stock Pledge Agreement
dated as of November 19, 1996, by and between Cogentrix/Birchwood
Two, L.P. and Birchwood Power Partners, L.P.; the Amended and
Restated Stock Pledge Agreement dated as of November 19, 1996, by
and between SEI Birchwood Inc. and Birchwood Power Partners,
L.P.; the Amended and Restated Borrower Stock Assignment dated as
of December 23, 1996 by Birchwood Power Partners, L.P. in favor
of Credit Suisse First Boston as Security Agent; the Amended and
Restated Collateral Assignment of Greenhouse Note, Loan Agreement
and Mortgage dated as of November 19, 1996; and the Amendment to
Credit Line Deed of Trust, Assignment and Security Agreement,
dated as of November 19, 1996, by and between Birchwood Power
Partners, L.P. and Lawyers Title Insurance Corporation for the
benefit of Credit Suisse First Boston as Security Agent to which
it is not a party, shall represent its consent to such amendment.

BIRCHWOOD POWER PARTNERS, L.P.

By: SEI Birchwood, Inc., a General Partner

By: /s/ ▇.▇. ▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇
Title: Vice President

By: Cogentrix / Birchwood Two, L.P., a
General Partner

By: Cogentrix of Birchwood I, Inc., its
Sole General Partner

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

GREENHOST, INC.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

CREDIT SUISSE FIRST BOSTON, as Security Agent

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Associate

By: /s/ ▇▇▇▇▇ ▇. Maval
Name: ▇▇▇▇▇ ▇. Maval
Title: Associate

CREDIT SUISSE FIRST BOSTON and
CREDIT SUISSE FIRST BOSTON, NEW
YORK BRANCH, as Issuing Bank, as
Administrative Agent, as Co-Agent, as a
Bank, as a Secured Counterparty and as
a Secured Party

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Associate

By: /s/ ▇▇▇▇▇ ▇. Maval
Name: ▇▇▇▇▇ ▇. Maval
Title: Associate

BANQUE PARIBAS, NEW YORK BRANCH as
a Co-Agent, as a Bank and as a Secured Party

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Group Vice President

BANQUE PARIBAS, PARIS as a
Secured Party and as a Secured Counterparty

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory

By:
Name:
Title:

BARCLAYS BANK PLC as a Co-Agent, as a
Bank, as a Secured Counterparty and as a
Secured Party

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director

THE TORONTO-DOMINION BANK as a Bank
and as a Secured Party

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager, Credit Administration

NATIONAL WESTMINSTER BANK PLC as a Bank
and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

BANQUE NATIONALE DE PARIS as a Bank
and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President

By: /s/ ▇▇▇▇ ▇. Notsing
Name: ▇▇▇▇ ▇. Notsing
Title: Vice President

THE FUJI BANK LTD. as a Bank and
as a Secured Party

By:
Name:
Title:

THE BANK OF NOVA SCOTIA as a Bank
and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

THE SANWA BANK, LIMITED, NEW YORK
BRANCH, as a Bank and as a Secured Party

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE
COMPANY as an Institution and as a
Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Investment Officer

▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE
INSURANCE COMPANY as an Institution
and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President - Investments

MELLON BANK, N.A., solely in its capacity as
Trustee for the LONG-TERM INVESTMENT TRUST
(as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life
Insurance Company), and not in its
individual capacity

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trust Officer

MELLON BANK, N.A., solely in its capacity as
Trustee for the NYNEX MASTER PENSION TRUST
(as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life
Insurance Company), and not in its
individual capacity

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trust Officer

COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES'[SIC] RETIREMENT
SYSTEM, as an Institution and as
a Secured Party

By: ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company, as Investment Adviser

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President - Investments

ALLSTATE INSURANCE COMPANY as an
Institution and as a Secured Party

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager

ALLSTATE LIFE INSURANCE COMPANY as
an Institution and as a Secured Party

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager

ALLSTATE LIFE INSURANCE COMPANY OF
NEW YORK, as an Institution and
as a Secured Party

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager

NEW YORK LIFE INSURANCE COMPANY, as
an Institution and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Investment Manager

UNION BANK OF CALIFORNIA, N.A. as a
Co-Agent, as a Bank, as a Secured
Counterparty and as a Secured Party

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President

EXHIBIT 10.64 GREENHOUSE RESTRUCTURE AMENDMENT GREENHOUSE RESTRUCTURE AMENDMENT, dated as of March 27, 1997 (this "Amendment") to the following documents: (i) the LOAN AND REIMBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from...

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