FPP Whitewater LLC c/o ArcLight Capital Holdings, LLC 200 Clarendon Street, 55th Floor Boston, MA 02117
Exhibit 10.155
FPP Whitewater LLC
c/o ArcLight Capital Holdings, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
September 16 , 2002
LSP-Whitewater, Inc.
c/o Cogentrix Whitewater, LLC
c/o Cogentrix Energy, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to a Membership Interests Purchase Agreement by and between Tomen Power Corporation ("TPC") and Fort Point Power LLC ("FPP") dated as of July 1, 2002, as amended, FPP purchased TPC's membership interests in TPC Funding LLC ("Funding"), which held stock in TPC Whitewater, Inc. ("TPC Whitewater"), the effect of which was to indirectly transfer TPC Whitewater to FPP (the "Transaction"). The Transaction closed on September 4, 2002.
Prior to the closing of the Transaction, Funding converted TPC Whitewater from a "C" corporation to a limited liability company (the "Conversion"). The Conversion took place on September 3, 2002. As a result of and upon the closing of the Transaction and the consummation of the Conversion, TPC Whitewater's name and location changed to FPP Whitewater LLC, c/o ArcLight Capital Holdings, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. As such, FPP Whitewater LLC (the "FPP Subsidiary") is the successor in interest to TPC Whitewater under the Amended and Restated Limited Partnership Agreement of LSP-Whitewater Limited Partnership, dated as of June 30, 1995, as amended (as amended, the "Partnership Agreement") by and among TPC Whitewater and certain other parties thereto.
Please forward any and all notices and information to which the FPP Subsidiary may be entitled to the following address:
ArtLight Energy Partners Fund I, L.P.
c/o ArcLight Capital Holdings, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Please note that all cash distributions and other amounts to which we are entitled pursuant to the terms of the Partnership Agreement should continue to be sent directly to The Bank of New York as the Depositary Bank until such time as you receive instructions to the contrary from the Depositary Bank (as such term is defined in the Deposit and Disbursement Agreement dated as of March 27, 1998, as amended, among Funding, the Funding Subsidiary and certain other parties thereto).
Please contact us should you desire information to assist you in making the necessary self-recertification of qualifying facility status under FERC's regulations.
Please do not hesitate to contact me at ▇▇▇-▇▇▇-▇▇▇▇ with any questions.
|
Very truly yours, |
Cc: LS Power Corporation
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇