EXHIBIT 4.11
Amendment No. 2 dated as of November 6, 1997 to the
Revolving Credit Facility dated as of April 4. 1997
Reference is made to that certain One Hundred and Sixty Million Dollars
($160,000,000) Revolving Credit Facility, dated as of April 4, 1997, and
amended as of June 24, 1997 (as amended the "Revolving Credit Facility"), among
Trigen Energy Corporation (the "Borrower"), 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 Revolving Credit Facility.
The undersigned agree as follows:
1. The definition of "Eurodollar Rate" in Article 10, Section 10.1
is hereby amended to read in its entirety as follows:
"Eurodollar Rate" means, for any Interest Period, the rate that
appears on the Telerate Screen Page in the column headed "USD" for a period
equal to such Interest Period, at 11:00 a.m. (London time) two Eurodollar
Business Days before the first day of such Interest Period. If the Telerate
Screen Page becomes unavailable or if for any other reason determined by the
Agent in good faith (including, but not limited to, the failure of the Telerate
Screen Page to quote a rate for the applicable Interest Period), the Agent is
unable to determine the appropriate Eurodollar Rate by reference to the
Telerate Screen Page, then "Eurodollar Rate" shall mean, for such Interest
Period, the rate per annum determined by the Agent to be the rate per annum
determined by the Reference Bank to be the rate at which the Reference Bank
offered or would have offered to place with first-class banks in the London
interbank market deposits in Dollars in amounts comparable to the Eurodollar
Rate Loan of the Reference Bank to which such Interest Period applies, for a
period equal to such Interest Period, at 11:00 a.m. (London time) on the second
Eurodollar Business Day before the first day of such Interest Period.
2. The definition of "Interest Period" in Article 10, Section 10.1
is hereby amended to read in its entirety as follows:
"Interest Period" means a period commencing, in the case of the first
Interest Period applicable to a Eurodollar Rate Loan, on the date of the making
of, or conversion into, such Loan, and, in the case of each subsequent,
successive Interest Period applicable thereto, on the last day of the
immediately preceding Interest Period or on a day determined by the Company,
and ending, not more than 184 days thereafter, except that (a) any Interest
Period that would otherwise end on a day that is not a Eurodollar Business Day
shall be extended to the next succeeding Eurodollar Business Day unless such
Eurodollar Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Eurodollar Business Day, (b)
any Interest Period that is specified by the Company as a one-month, two month,
three month or six month Interest Period and that begins on the last Eurodollar
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month in which such Interest Period ends)
shall end on the last Eurodollar Business Day of a calendar month and (c) no
Interest Period shall be shorter than one month.
3. The definition of "Type" in Article 10, Section 10.1 is hereby
amended to add the following definition:
"Type" means, with respect to Loans, any of the following, each of
which shall be deemed to be a different "Type" of Loan:
Base Rate Loans, Eurodollar Rate Loans having different Interest Periods. Any
Eurodollar Rate Loan having an Interest Period that differs from the duration
specified for a Type of Eurodollar Rate Loan listed above solely as a result of
the operation of clauses (a) and (b) of the definition of "Interest Period"
shall be deemed to be a Loan of such above-listed Type notwithstanding such
difference in duration of Interest Periods.
4. This Amendment No. 2 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. 2 and the rights and obligations of the parties
hereunder shall be construed in accordance in with and governed by the laws of
the State of New York (without giving effect to its choice of law principles
other than Section 5-1401 of the General Obligations Law).
6. This Amendment No. 2 shall be effective when it has been executed and
delivered by the Borrower, the Issuing Bank and Agent, and each of the Banks.
IN WITNESS WHEREOF the undersigned have executed this Amendment No. 2 as
of this 6th day of November, 1997.
TRIGEN ENERGY CORPORATION,
Company
By: /s/ Stephen T. Ward
Title: Treasurer
Name: Stephen T. Ward
SOCIETE GENERALE, NEW YORK BRANCH,
Issuing Bank and Agent
By: /s/ Betty Burg
Title:Vice Pres.,French Corp. Group
Name: Betty Burg
COMPAGNIE FINANCIERS DE CIC ET DE
L'UNION EUROPEENNE,
Bank
By: /s/ Albert Calo /B.Bonwis
Title: Vice Pres./Vice Pres Name Albert Calo /B Bonwis
UMB BANK, N.A.,
Bank
By: /s/ David A. Proffitt
Title: Senior Vice President
Name: David A. Proffitt
CREDIT LOCAL DE FRANCE,
Bank
By: /s/ Philippe Ducos /Mary Power
Title: _Dep.Gen'l.Mgr./Vice Pres.
Name: Philippe Ducos /Mary Power
MELLON BANK, N.A.,
Bank
By: /s/ Caroline R. Walsh
Title: Assist. Vice President
Name: Caroline R. Walsh
THE DAI-ICHI KANGYO BANK, LTD., Bank
By: /s/Takeshi Kurita Title:
Vice President Name: Takeshi Kurita
NATEXIS BANQUE
Bank
By:/s/ Pieter J.vanTulder/J.Richard
Title: Vice Pres. & Mgr.
Name: Pieter J.van Tulder/J. Richard
CREDIT COMMERCIAL DE FRANCE,
Bank
By: /s/ F.van Moere/J.J.Jalohon
Title: A.V.Pres. /Sen.V.Pres
Name: F. van Moere/J.J. Jalohon