EXHIBIT 10.2
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AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 dated as of July 1, 1997 (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 YORX BRANCH, in its capacity
as LC Issuer thereunder (together with its successors in such capacity, the
"LC lesuer"), 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, the parties hereto have agreed to amend the Credit Agreement as
provided herein, subject to the terms and conditions hereof.
NOW, THEREFORE, the parties hereto hereby agree 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 of Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 2.1(a) of the Credit Agreement is hereby amended by (i)
deleting the amount of "$10,000,000" from the third sentence thereof and
inserting the amount of "$5,000,000" in replacement therefor and (ii)
deleting the amount of "$30,000,000" from the final sentence thereof and
inserting the amount of "$23,471,420" in replacement therefor.
(b) Section 2.2(a) of the Credit Agreement is hereby amended by (i)
deleting the amount of "$26,843,920" from the third sentence thereof and
inserting the amount of "$18,471,420" in replacement therefor, (ii) deleting
the amount of "$30,000,000" from the seventh sentence thereof and inserting
the amount of "$23,471,420" in replacement therefor and (iii) deleting the
date "January 1, 1996" from the final sentence thereof and inserting the date
"January l, 1999" in replacement therefor.
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(c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting
the amount of "$30,000,000" from the final sentence thereof and inserting the
amount of "$23,471,420" in replacement therefor.
(d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting
the amount of "$26,843,920" from the first sentence thereof and inserting the
amount of "$18,471,420" in replacement therefor.
(e) The definition of "Final Maturity Date" contained in Annex 1 of the
Credit Agreement is hereby amended by deleting such definition in its
entirety and inserting the following in replacement therefor:
""Final Maturity Date" shall mean August 11, 2000."
(f) Schedule 1 to the Credit Agreement is hereby amended by deleting such
Schedule in its entirety and inserting Schedule 1 attached hereto in
replacement therefor.
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
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. Fees and Expenses. The Borrower agreee to pay, promptly on
demand therefor, all fees and expenses of the Agent and the LC Issuer
incurred in connection with this Amendment and the extension of any of the
Letters of Credit including, without limitation, fees and expenses of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Agent and the LC
Issuer.
Section 5. 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.
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Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OP THE STATE OF NFW YORK (WITHOUT
GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
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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.,
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its general partner
By: /s/ George J. Grunbeck
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Name: George J. Grunbeck
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH,
as Lender, LC Issuer and Agent
By: /s/ Kenneth McCue
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Name: Kenneth McCue
Title: Vice President
By: /s/ Michael E. Terry
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Name: Michael E. Terry
Title: Assistant Vice President
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SCHEDULE 1
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WORKING CAPITAL LETTER OF CREDIT
LENDER LOAN COMMITMENT LOAN COMMITMENT
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DRESDNER BANG AG, $5,000,000.00 $18,471,420.00
NEW YORK BRANCH
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