EXHIBIT 4.10
Amendment No. 1 dated as of September 22, 1998 to the
364-Day Revolving Credit Facility dated as of June 10. 1997
Reference is made to that certain 364-Day Revolving Credit Facility,
dated as of June 10, 1997, (as amended the "364-Day Revolving Credit Facility")
among Trigen Energy Corporation the "Borrowers"), Societe Generale (the "Issuing
Bank and Agent") and the banks listed on the signature pages thereof.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the 364-Day Revolving Credit Facility.
The undersigned agree as follows:
1. Article 1, Section 1.08 (c) is hereby amended to read as follows:
"(c) Utilization Fee. If on any day the sum of the outstanding aggregate
principal amount of:
(i) the Loans, Unreimbursed Letters of Credit Obligations and the
aggregate of all Letter of Credit Amounts, and
(ii) the Loans, Unreimbursed Letters of Credit Obligations, and the aggregate of
all Letters of Credit Amounts as defined under the Other Credit Facility,
exceeds $160,000,000, the Borrower shall pay to the Agent for the account of
each Bank, a Utilization Fee. The Utilization Fee shall be paid quarterly in
arrears on the last day of each calendar quarter and on the Repayment Date".
2. The definition of "Utilization Fee" in Article 10, Section 10.01 is
added in its entirety as follows:
"Utilization Fee" means the fee of 1.25% per annum of the aggregate daily amount
of the Loans, Letters of Credit Amounts and Unreimbursed Letter of Credit
Obligations as described in Section 1.08(e) of this Facility."
3. Except as expressly amended herein (which Amendment shall be effective
only in the specific instances and for the specific purposes provided herein)
whenever the term "Facility" is used in the Agreement or the term "364-Day
Revolving Credit Facility" is used in the Agreement and the other Loan Documents
it shall be deemed to refer to and mean the 364-Day Revolving Credit Facility,
as amended by this Amendment, and as the same may be subsequently amended or
modified find time to time.
4. This Amendment No. 1 may be executed in any number of counterparts, each
of which shall be deemed to be an original with the same effect as if the
signature thereto and hereto were upon the same instrument.
5. This Amendment No. 1 and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the
State of New York (without giving effect to its choice of law principles over
than Section 5-1401 of the General Obligations Law).
6. This Amendment No. 1 shall be effective on the date first above
written.
IN WITNESS WHEREOF the undersigned have executed this Amendment No 1 as
of this 22nd day of September, 1998.
TR1GEN ENERGY CORPORATION,
Company
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Treasurer
SOCIETE GENERALE, NEW YORK BRANCH,
Issuing Bank and Agent
By: /s/ Xxxxx Xxxx
Name: __Betty Burg
Title: Director
COMPAGNIE FINANCIERE DE
CIC ET DE L'UNION EUROPEENNE, Bank
By: /s/ Xxxxxx Xxxx/X. Xxxxxxx
Name: Xxxxxx Xxxx/E. Longuet
Title: Vice Pres./Vice Pres.
UNITED MISSOURI BANK, N.A., Bank
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
CREDIT LOCAL DE FRANCE,
Bank
By: /s/ Xxxxx X. Xxxxxx/Xxxxxxx Ononin
Name: Xxxxx X. Xxxxxx/Xxxxxxx Ononin
Title: Gen'l Mgr./Asst. Vice President
MELLON BANK, N.A.,
Bank
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD., Bank
By: _/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
NATEXIS BANQUE,
Bank
By: /s/ Xxxxxx X. van Tulder/Xxxx Xxxx
Name: Xxxxxx X. van Tulder/Xxxx Xxxx
Title: VP & Mgr. / Asst. VP
CREDIT COMMERCIAL DE FRANCE,
Bank
By: _/s/ X.X. Xxxxxxx/Xxxxxx X. Xxxxx
Name: _J.X. Xxxxxxx/Xxxxxx X. Xxxxx
Title: _Senior VP/Asst. Treas.
