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EXECUTION COPY
AMENDMENT TO
MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this "AMENDMENT") is
made as of the 11th day of December, 1998, by and between LSP-WHITEWATER LIMITED
PARTNERSHIP, a Delaware limited partnership (the "OWNER") and COGENTRIX ENERGY,
INC., a Delaware corporation ("MANAGER").
STATEMENT OF PURPOSE
WHEREAS, the Owner and LS Power Corporation ("LS Power") entered into
that certain Management Services Agreement, dated as of May 1, 1995 (the
"Agreement");
WHEREAS, LS Power assigned all of its right, title and interest in, to
and under the Agreement to Manager and Manager assumed all of the obligations of
LS Power in, to and under the Agreement pursuant to that certain Assignment and
Assumption Agreement, dated as of March 20, 1998; and
WHEREAS, Manager and Owner wish to amend the Management Services
Agreement to the extent set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. CERTAIN TERMS. All capitalized terms used herein without definition
shall have the meanings assigned thereto in the Agreement.
2. AMENDMENTS TO AGREEMENT.
(a) The following definition shall be amended and restated in its
entirety:
"1.9. Partnership Agreement: Amended and Restated Limited
Partnership Agreement of LSP-Whitewater Limited
Partnership, dated June 30, 1995, as amended by the
First Amendment thereto, dated March 20, 1998 and the
Second Amendment thereto, dated as of November 15,
1998."
(b) The following definitions shall be added to Article 1 of the
Agreement in the respective alphabetical position:
"Debt Service Letter of Credit: shall have the meaning
ascribed thereto in the Partnership Agreement."
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"Management Fee Payment Date: shall mean each monthly date on
which Owner is obligated to pay the Management Fee to Manager
in accordance with Section 9.1."
"Promissory Note: any promissory note delivered from time to
time by Manager in respect of a Debt Service Letter of
Credit."
(c) The following Section 9.2 shall be added to the Agreement:
"9.2 In the event that interest shall be due and payable
in respect of a Promissory Note on any Management Fee
Payment Date, the Owner shall pay to Manager on such
Management Fee Payment Date an amount equal to the
Management Fee minus the interest which is due and
payable as of such Management Fee Payment Date."
3. NO OTHER AMENDMENTS. Except as specifically amended pursuant to this
Amendment, the Agreement shall remain in full force and effect in accordance
with its terms.
4. GOVERNING LAW. All questions concerning the construction, validity
and interpretation of this Amendment will be governed by and construed in
accordance with the internal law (and not the law of conflicts) of New York.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
6. AMENDMENT OR WAIVER. The parties agree that this Amendment is
entered into in accordance with Section 18.9 of the Agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first above
written.
OWNER:
LSP-WHITEWATER LIMITED PARTNERSHIP
By: LSP-Whitewater I, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
MANAGER:
COGENTRIX ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President-
Finance and Treasurer
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