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EXHIBIT 10.15(b)
EXXON COMPANY, U.S.A.
XXXX XXXXXX XXX 0000 - XXXXXXX, XXXXX 00000-0000
REFINING DEPARTMENT
LETTER AGREEMENT
September 27, 1991
Cogen Technologies Linden Venture, L.P.
c/o Cogen Technologies, Inc.
0000 Xxxxx Xxxxxxxx
Xxxxx 0000 - 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. XxXxxx
President
Gentlemen:
We refer to (i) the Ground Lease Agreement (the "Ground Lease
Agreement") and (ii) the Agreement for the Sale of Steam (the "Steam Sale
Agreement"), each dated August 1, 1990, and each between Exxon Corporation, a
New Jersey corporation ("Exxon"), and Cogen Technologies Linden Venture, L.P.,
a Delaware limited partnership ("you" or "Cogen"). Unless otherwise defined
herein, the terms defined in the Ground Lease Agreement shall be used herein as
therein defined.
General Electric Power Funding Corporation, a Delaware
corporation ("GEPFC"), has represented that it is in the process of syndicating
its commitment to provide financing for the construction of the Cogeneration
Facility and that to facilitate such syndication it has requested this letter
agreement with respect to the Ground Lease Agreement and the Steam Sale
Agreement. On the terms and conditions set forth herein, Exxon is willing to
accommodate GEPFC's request.
GEPFC has also represented that it is affiliated with that
certain trust (the "Owner Trust") established by the Linden Owner Partnership,
a Delaware general partnership (the "Owner Partnership"), pursuant to the Trust
Agreement
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dated as of December 28, 1990 between the Owner Partnership and State Street
Bank and Trust Company of Connecticut, National Association and that certain
financing for the Cogeneration Facility will be provided by a group of banks
whose agent (the "Lenders' Agent") is the Union Bank of Switzerland, New York
Branch. GEPFC has further represented that the Owner Trust is the designated
Affiliate of GEPFC referred to in the definition of "Financier" in the Ground
Lease Agreement and the Steam Sale Agreement and should be recognized by Exxon
as the Financier under such agreements and that the Owner Trust intends to
designate the Lenders' Agent as its designee to be recognized by Exxon as the
Financier under such agreements.
Effective as of the date first above written, the Ground Lease
Agreement and the Steam Sale Agreement are amended so that:
(a) Exhibit I to the Steam Sale Agreement shall read as set
forth in Exhibit I hereto; and
(b) Exhibit J to the Ground Lease Agreement shall read as set
forth in Exhibit J hereto.
With reference to Section 16.4.B of the Ground Lease Agreement,
Exxon hereby agrees that, while the Owner Trust is recognized by Exxon as the
Financier and subsequently while the Lenders' Agent is recognized by Exxon as
the Financier, in each case under the Ground Lease Agreement, in the event
Cogen defaults pursuant to the terms of the first sentence of Section 10.4 to
the Ground Lease Agreement, Exxon will not terminate the Ground Lease if the
Financier, within sixty days after receiving notice of such default, pays to
Exxon the sums provided for in such first sentence of Section 10.4 and takes
appropriate steps to foreclose upon or otherwise obtain title to or possession
of the Cogeneration Facility or designates a new managing general partner of
Cogen; provided that such new managing general partner is not affiliated with
Cogen Technologies, Inc. and has the personnel, experience, equipment and other
resources reasonably required to perform its obligations under the Ground Lease
Agreement and the Steam Sale Agreement and is in other respects reasonably
acceptable to Exxon; and provided that to the extent the Financier has used and
continues to use its best efforts to accomplish such designation as soon as
reasonably practicable, at the request of the Financier, the sixty day period
for the designation of a new managing general partner shall be extended for a
period of up to one year from the date the Financier received the notice of
such default specified above.
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On and after the effective date of this letter agreement, each
reference in the Ground Lease Agreement and the Steam Sale Agreement,
respectively, to "this Agreement", "hereunder", "hereof" or words of like
import referring to such agreement, shall mean and be a reference to such
agreement as amended by this letter agreement. Each of the Ground Lease
Agreement and the Steam Sale Agreement, as amended by this letter agreement, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. This letter agreement is effective only for the
specific purpose given as set forth above.
If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning at least two counterparts of
this letter agreement to Exxon Company, U.S.A., P. 0. Xxx 0000, Xxxxxxx, Xxxxx
00000, Attention of Xx. Xxx X. Xxxxx. This letter agreement shall become
effective as of the date first above written when and if a counterpart of this
letter agreement shall have been executed by you. This letter agreement is
subject to the provisions of Section 24.1 of the Ground Lease Agreement and
Article 15 of the Steam Sale Agreement.
This letter agreement may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter agreement.
[INTENTIONALLY LEFT BLANK]
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THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.
Very truly yours,
EXXON CORPORATION
By /s/ [ILLEGIBLE]
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Title: Technical Manager
Agreed as of the date
first above written:
COGEN TECHNOLOGIES
LINDEN VENTURE, L.P.
By: Cogen Technologies Linden, Ltd.
its general partner
By: Cogen Technologies, Inc.
its general partner
By /s/ [ILLEGIBLE]
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Title: Vice President
Consented as of the date
first above written:
GENERAL ELECTRIC POWER
FUNDING CORPORATION, as
Agent under that certain
Construction Loan Agreement,
dated as of February 15, 1990
among Cogen Technologies Linden
Venture, L.P. and the lenders
parties thereto
By /s/ [ILLEGIBLE]
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Title: President
