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EXHIBIT 10.45
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of February 4, 1999 (the "Amendment"), to the
Amendment and Restatement, dated as of April 1, 1993, of the Construction and
Term Loan Agreement, dated as of February 4, 1992, as amended by Amendment No.
1, dated as of December 22, 1993, and Amendment No. 2, dated as of July 31, 1998
(as may be further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among (i) Camden Xxxxx X.X., a Delaware limited
partnership (the "Borrower"), of which Cogen Technologies Camden GP Limited
Partnership, a Delaware limited partnership, is the sole general partner, (ii)
the Tranche A Lenders and Tranche B Lenders from time to time parties thereto
(collectively, the "Lenders"), (iii) The Bank of Tokyo-Mitsubishi Trust Company
(formerly known as The Bank of Tokyo Trust Company), a banking corporation
organized and existing under the laws of the State of New York, as Senior
Tranche Agent, (iv) Commerzbank AG, New York Branch, a New York State licensed
branch of a bank organized under the laws of Germany, as Agent and (v) General
Electric Capital Corporation, a New York corporation ("GE Capital"), as Junior
Trance Agent and as issuer of the Letters of Credit.
WITNESSETH:
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such defined meanings when used herein.
2. Amendments to the Credit Agreement
(i) Section 9(k) of the Credit Agreement is hereby restated in its
entirety to read as follows:
"(k) An entity with a net worth of at least $100,000,000 shall
fail to own and control, directly or indirectly, a beneficial
interest of at least 8.2% in the Borrower."
(ii) Section 11.2 of the Credit Agreement shall be amended
to restate the address of the Borrower as follows:
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"Camden Xxxxx X.X.
0000 Xxxxx Xxxxxx, XX 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx, Compliance Department
Telecopy: (000) 000-0000"
3. Limited Effect. Except as expressly amended hereby, all of the
provisions of the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with their terms.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which shall constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by, and be construed
and interpreted in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date first above written.
CAMDEN COGEN, L.P.
By: Cogen Technologies Camden GP Limited
Partnership, a Delaware Limited
Partnership, its General Partner
By: Jedi Camden GP, L.L.C., a Delaware
Limited Liability Company, its
General Partner
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
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Title: Attorney-In-Fact
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COMMERZBANK AG, NEW YORK BRANCH,
as Agent
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice President
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By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
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Title: Assistant Vice President
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COMMERZBANK AG, ATLANTA AGENCY,
as a Tranche A Lender
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice President
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By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
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Title: Assistant Vice President
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THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, as Senior Tranche Agent
and a Tranche A Lender
By: /s/ SHINICHI HONGRO
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Name: Shinichi Hongro
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Title: Sup & Manager
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THE FUJI BANK LIMITED, as a
Tranche A Lender
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: VP & Team Leader
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CREDIT LYONNAIS,
NEW YORK BRANCH,
as a Tranche A Lender
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Junior Tranche Agent,
Tranche B Lender and issuer of the
Letters of Credit
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Manager of Operations
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