AMENDMENT NUMBER ONE TO LOAN AGREEMENT
Execution
Version
AMENDMENT
NUMBER ONE
This
AMENDMENT NUMBER ONE TO LOAN AGREEMENT (this “Agreement”),
dated
as of December 21, 2007, among MACQUARIE DISTRICT ENERGY, INC., a Delaware
corporation (the ”Borrower”);
the
several banks and other financial institutions signatories hereto; LASALLE
BANK
NATIONAL ASSOCIATION, as Issuing Bank (in such capacity, the “Issuing
Bank”);
and
DRESDNER BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity,
the
“Administrative
Agent”).
RECITALS
A. The
parties hereto are parties to the Loan Agreement dated as of September 21,
2007
by and among the Borrower, the several banks and other financial institutions
from time to time parties thereto as lenders (the “Lenders”),
the
Issuing Bank and the Administrative Agent (the “Loan
Agreement”),
pursuant to which the Lenders have agreed to provide certain loans to the
Borrower for the purposes and upon the terms and conditions set forth
therein.
B. The
Borrower and the Lenders have agreed to amend the definition of “Applicable
Margin” in the Loan Agreement, as set forth herein.
NOW
THEREFORE, the parties hereto hereby agree as follows:
Section
1. Definitions
and Rules of Interpretation.
All
capitalized terms used but not defined in this Agreement shall have the
respective meanings specified in the Loan Agreement. The rules of interpretation
set forth in Section
1
of the
Loan Agreement shall apply to this Agreement, mutatis
mutandis,
as if
set forth herein.
Section
2. Amendment
to Loan Agreement.
The
definition of “Applicable Margin” in Section
1.1
of the
Loan Agreement is hereby deleted and replaced in its entirety with the
following:
“Applicable
Margin”
means,
for each day, 1.175% per annum.
Section
3. No
Further Waiver or Amendment.
Except
to the extent that provisions of the Loan Agreement are amended as expressly
set
forth in Section
2
hereof,
the execution and delivery hereof shall not (a) operate as a modification or
waiver of any right, power or remedy of the Financing Parties or the Collateral
Agent under any of the Loan Documents, (b) cause a novation with respect to
any
of the Loan Documents, or (c) extinguish or terminate any obligations of the
Borrower under the Loan Documents.
Section
4. Governing
Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAW OF THE STATE OF NEW YORK.
Section
5. Severability.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable,
the
legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section
6. Headings.
The
headings in this Agreement have been included herein for convenience of
reference only, are not part of this Agreement, and shall not be taken into
consideration in interpreting this Agreement.
Section
7. Entire
Agreement.
This
Agreement comprises the complete and integrated agreement of the parties hereto
on the subject matter hereof and supersedes all prior agreements, written or
oral, on such subject matter.
Section
8. Counterparts.
This
Agreement may be executed by one or more of the parties hereto on any number
of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be maintained by the Borrower and
the
Administrative Agent.
[Signature
pages follow.]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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MACQUARIE
DISTRICT ENERGY, INC., as
Borrower
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By:
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/s/
Xxxxx X. Bump
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Name:
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Xxxxx
X. Bump
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Title:
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President
and CEO
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AMENDMENT
NO. 1 TO MACQUARIE DISTRICT ENERGY LOAN
AGREEMENT
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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DRESDNER
BANK AG NEW YORK BRANCH,
as
Administrative Agent and Lender
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By:
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/s/
Xxxxxxxx Xxxxxx
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Name:
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Xxxxxxxx
Xxxxxx
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Title:
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Vice
President
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Director
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AMENDMENT
NO. 1 TO MACQUARIE DISTRICT ENERGY LOAN
AGREEMENT
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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LASALLE
BANK NATIONAL ASSOCIATION,
as
Issuing Bank and Lender
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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President
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AMENDMENT
NO. 1 TO MACQUARIE DISTRICT ENERGY LOAN
AGREEMENT
