FIRST AMENDMENT TO THE TERM LOAN AGREEMENT
FIRST AMENDMENT TO THE TERM LOAN AGREEMENT dated as of December 15,
1988 (the "Amendment") by and between COGEN TECHNOLOGIES NJ VENTURE, a general
partnership organized under the laws of the State of New Jersey (the "Borrower")
and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "Lender").
The parties hereto have entered into a Term Loan Agreement dated as of
November 1, 1987 (the "Term Loan Agreement") providing for the permanent
financing of the Project, subject to certain conditions, as more fully set
forth therein. Each of the parties hereto is willing to amend the Loan Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Unless the context shall otherwise require, the
capitalized terms used herein shall have the respective meanings assigned
thereto in Annex A to the Term Loan Agreement.
2. Amendments to the Term Loan Agreement. The following amendments
shall be made to the Term Loan Agreement:
(a) The first sentence of Section 2.2 shall be amended and
restated in its entirety as follows:
"The Term Notes shall bear interest, computed on the basis of a year
of 360 days and the actual number of days elapsed, on the unpaid principal
amount thereof from the date thereof until the principal amount thereof shall
become due and payable at a fixed rate per annum equal to 10.85%, payable on the
first day of January, April, July and October of each year, commencing on April
1, 1989."
(b) The definition of "Interest Payment Date" contained in Annex A
attached to the Term Loan Agreement shall be amended and restated in its
entirety as follows:
"Interest Payment Date": any January 1, April 1, July 1 and
October 1 of each year (or the next suceeding Business Day thereafter if such
date is not a Business Day).
(c) The definition of "Partner" contained in Annex A attached to the
Term Loan Agreement shall be amended and restated in its entirety as follows:
"Partner": each of CTNJI, Enron Cogeneration Five Company, a Delaware
corporation, CEA Bayonne, Inc., a New Jersey corporation and Transco
Cogeneration Company, a Delaware corporation.
(d) The definition of "Site Lease" shall include the First Amendment
to Easement, dated as of December 15, 1988, from Bayonne and IMTT to the
Borrower.
3. The Borrower hereby represents and warrants that prior to the date
hereof, PSVO Bayonne, Inc. transferred all of its right, title and interest in
the Borrower to CTNJI, and Enron Cogeneration Five Company transferred 1/17th of
its right, title and interest in the Borrower to Ajax Corporation, as assignee.
As of the date hereof, Ajax Corporation is not a partner in Borrower and the
only partners of the Borrower are those entities executing this Agreement on
behalf of the Borrower.
4. Full Force and Effect. Except as expressly amended hereby, all
provisions of the Term Loan Agreement remain unaffected and in full force and
effect.
5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original.
6. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
7. Effective Date. This Amendment shall be effective when all of the
parties hereto shall have executed a copy hereof.
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IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed as of the day and year first written above.
COGEN TECHNOLOGIES NJ VENTURE
By: COGEN TECHNOLOGIES NJ, INC.,
Managing Venturer
By /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
By: ENRON COGENERATION FIVE
COMPANY, Venturer
By /s/ Xxx X. Xxxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxxx
Title: Executive Vice President
and Chief Operating
Officer
By: CEA BAYONNE, INC., Venturer
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
By: TRANSCO COGENERATION COMPANY,
Venturer
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: PruCapital Management, Inc.,
Agent
By /s/ Xxxxxxx Xxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxx Xxxxxxx
Title: Vice President, Corporate Finance
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