[LEGEND] Exhibit 10.3 to Form 8-K dated 12/28/95
AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
Amendment dated as of December 22, 1995 (the "Amendment"),
among Liberty Equipment Investors - 1983, a New York limited
partnership ("Liberty"), as transferor of a limited partnership
interest in Trigen-Trenton District Energy Company, a New Jersey
limited partnership (the "Partnership"), Trigen Energy
Corporation, a Delaware corporation ("Trigen"), as transferee of
Liberty's limited partnership interest in the Partnership, and
Trenton Energy Corporation, a Delaware corporation, as Managing
Partner of the Partnership, to the Amended and Restated Agreement
of Limited Partnership dated as of November 20, 1987 (the
"Existing Partnership Agreement") of the Partnership; and
WHEREAS, Liberty has held a limited partnership interest in
the Partnership (the "Liberty Interest") and is party to the
Partnership Agreement; and
WHEREAS, in connection with its acquisition of the Liberty
Interest, Liberty issued certain nonrecourse promissory notes,
each dated December 28, 1983 and amended and restated December
14, 1987, in the original aggregate principal amount of
$2,500,000 (the "Liberty Notes"); and
WHEREAS, Liberty entered into an Assignment and Security
Agreement dated as of December 28, 1983, as amended by an
Amendment No. 1 thereto dated as of December 14, 1987 (such
Assignment and Security Agreement, as so amended, being the
"Prior Security Agreement") to secure the payment of the
principal of and interest on the Liberty Notes; and
WHEREAS, under the Existing Partnership Agreement and the
Prior Security Agreement, until the Liberty Notes were paid in
full all of the Liberty Payment Distribution and the Liberty
Capital Transaction Distribution and 72.94% of the cash from time
to time distributable to Liberty from the Partnership, whether as
a liquidating distribution or otherwise, was pledged to, and was
to be paid by the Partnership directly to, the holders of the
Liberty Notes for payment of the Liberty Notes in accordance with
their terms; and
WHEREAS, under the Prior Security Agreement, Liberty granted
to the holders of the Liberty Notes a continuing security
interest in the Liberty Interest; and
WHEREAS, contemporaneously with the making of this
Amendment, Liberty has transferred the Liberty Interest, subject
to the rights and security interest of the holders of the Liberty
Notes, to Trigen, and Trigen has accepted such transfer and
succeeding to the Liberty Interest, subject to such rights and
security interest,
WHEREAS, Liberty is delegating to Trigen, as transferee of
the Liberty Interest, and Trigen is assuming and accepting, all
of Liberty's liabilities, obligations and duties arising under or
in connection with the Liberty Notes and the Prior Security
Agreement; and
WHEREAS, in accordance with the provisions of the Prior
Security Agreement, Trigen is executing and delivering a
nonrecourse promissory note (the "Trigen Note"), which is in the
form of the Liberty Notes, but with Trigen as the payor and
obligor, and is entering into an assignment and security
agreement (the "Trigen Security Agreement") to secure the payment
of the Trigen Note in the same manner and to the same extent that
the Liberty Notes were secured and to grant a security interest
in Trigen's interest in the Partnership; and
WHEREAS, Liberty, Trigen and the Managing Partner desire to
amend the Existing Partnership Agreement to reflect the transfer
of the Liberty Interest to Trigen, to provide for the admission
of Trigen, and withdrawal of Liberty, as a Partner, and to
clarify the application of certain defined terms,
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. Trigen hereby assumes and agrees to be bound by all of
the terms, conditions and provisions of the Partnership
Agreement.
2. Trigen is hereby admitted to the Partnership as a
Partner, succeeding to the Liberty Interest, subject to the terms
of the Existing Partnership Agreement.
3. Liberty hereby withdraws from, and ceases to be a
Partner in, the Partnership.
4. Notwithstanding that Trigen has assumed and succeeded to
the liabilities, obligations and duties of Liberty under the
Liberty Notes and the Prior Security Agreement by the execution
and delivery of the Trigen Note and the Trigen Security
Agreement, all references in the Partnership Agreement to the
"Liberty Notes" shall be deemed to be references to the Trigen
Notes for all purposes of the Partnership Agreement and the
Trigen Security Agreement, and the amounts distributable to
Trigen, as successor to the Liberty Interest, under Sections
8.2.2.2 and 8.2.3.1A of the Partnership Agreement shall continue
to be referred to as the "Liberty Payment Distribution" and
"Liberty Capital Transaction Distribution," respectively,
referred to in the Existing Partnership Agreement and the Trigen
Security Agreement.
5. Capitalized terms used in this Amendment that are not
otherwise defined in this Amendment shall have the meanings
ascribed thereto in the Existing Partnership Agreement.
6. Except as expressly amended by this Amendment, the
Existing Partnership Agreement remains in full force and effect
without change or interruption. The Existing Partnership
Agreement, as amended by this Amendment, is herein referred to as
the "Partnership Agreement".
IN WITNESS WHEREOF the parties have executed this Amendment
as of the date here above set forth.
LIBERTY EQUIPMENT INVESTORS - 1983,
By: MAIDEN LANE PARTNERS INC.,
as a General Partner
By: ______________________________
Name:______________________________
Position:__________________________
TRIGEN ENERGY CORPORATION
By: ______________________________
Name:______________________________
Position:__________________________
TRENTON ENERGY CORPORATION
By: ______________________________
Name:______________________________
Position:__________________________
