EXHIBIT 10.1
------------
16
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of April 7, 1995 (this "Amendment") to that certain
Credit Agreement dated as of May 1, 1994 (as amended, restated, supplemented
or otherwise modified, the "Credit Agreement") among SELKIRK COGEN PARTNERS,
L.P., a Delaware limited partnership (the "Borrower"), the lenders party
thereto (the "Lenders"), DRESDNER BANK AG, NEW YORK BRANCH, in its capacity
as LC Issuer thereunder (together with its successors in such capacity, the
"LC Issuer"), and DRESDNER BANK AG, NEW YORK BRANCH, as Agent (together with
its successors in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, Section 7.1(o)(ii) of the Credit Agreement imposes certain
restrictions on the ownership by X. Xxxxxxxx Company, Inc. ("Xxxxxxxx
Company") of interests in JMCS I Investors, L.P. ("JMCS I Investors"), a
general partner and limited partner of Borrower;
WHEREAS, the parties hereto have agreed to modify such restrictions by
amending the Credit Agreement as provided herein, subject to the terms and
conditions hereof.
NOW, THEREFORE, the parties hereto hereby agreed as follows:
Section 1. Definitions. Capitalized terms used in this Amendment
without being defined herein shall have the meanings ascribed to such terms
in the Credit Agreement.
Section 2. Amendment. Section 7.1(o)(ii) of the Credit Agreement shall
be amended and restated in its entirety to read as follows:
"(ii) Xxxxxxxx Company shall cease to own directly or
indirectly through its Subsidiaries during the five-year
period beginning on the date of Commercial Operation,
50 percent, and thereafter 33 1/3 percent, of the ownership
and economic interests held by JMCS I Investors in the
Borrower on May 9, 1994."
Section 3. Status of Loan Documents. This Amendment is limited solely
for the purposes and to the extent expressly set forth herein and nothing
herein expressed or implied shall constitute an amendment or waiver of any
17
other term, provision or condition of the Credit Agreement or any other Loan
Document. Except as expressly amended hereby, the terms and conditions of
the Credit Agreement and the other Loan Documents shall continue in full
force and effect.
Section 4. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one Amendment,
and any of the parties hereto may execute this Amendment by signing such a
counterpart.
Section 5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
SELKIRK COGEN PARTNERS, L.P.
By: JMC SELKIRK, INC.,
its Managing General Partner
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
BRANCH, as Lender, LC Issuer
and Agent
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------
Name: XXXXXX XXXXXXXXX
Title: ASSISTANT TREASURER
By: /s/ X.X. Xx Xxxxx
----------------------------
Name: XXXXXX X. XX XXXXX
Title: ASSISTANT VICE-PRESIDENT
18
