EXHIBIT 4.6(c)
1 SECOND AMENDMENT TO
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT
SECOND AMENDMENT, dated as of October __, 1998
(this "Amendment"), to the COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT, dated as of July 21, 1995 (as
amended by the First Amendment to Collateral Agency and
Intercreditor Agreement, dated as of June 20, 1996, the
"Intercreditor Agreement"), among SALTON SEA FUNDING
CORPORATION, a Delaware corporation (together with its
successors and assigns, the "Funding Corporation"), the
SALTON SEA GUARANTORS (as defined in the Indenture re
ferred to below), the PARTNERSHIP GUARANTORS (as defined
in the Indenture referred to below), the ROYALTY GUARAN
TOR (as defined in the Indenture referred to below), the
DEBT SERVICE RESERVE LOC PROVIDER (as defined in the
Intercreditor Agreement), the WORKING CAPITAL AGENT (as
defined in the Intercreditor Agreement), the PERMITTED
COUNTERPARTY under any Interest Rate Protection Agreement
(each as defined in the Indenture referred to below), the
TRUSTEE (as defined in the Intercreditor Agreement), the
DEPOSITARY AGENT (as defined in the Intercreditor Agree
ment) and the COLLATERAL AGENT (as defined in the
Intercreditor Agreement). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned
to such terms in the Intercreditor Agreement.
WHEREAS, the Funding Corporation, certain of
the Salton Sea Guarantors, certain of the Partnership
Guarantors, the Royalty Guarantor, the Debt Service
Reserve LOC Provider, the Working Capital Agent, the
Trustee, the Depositary Agent and the Collateral Agent
have entered into the Intercreditor Agreement;
WHEREAS, the Funding Corporation has issued
Securities under the Trust Indenture, dated as of July
21, 1995 (as supplemented and amended by the First Sup
plemental Indenture dated as of October 18, 1995, the
Second Supplemental Indenture dated as of June 20, 1996
and the Third Supplemental Indenture dated as of July 29,
1996), between the Funding Corporation, as principal and
as agent for the Guarantors, and the Trustee (the "Trust
Indenture");
WHEREAS, the Funding Corporation has determined
to issue $285,000,000 principal amount of [__]% Senior
Secured Series F Bonds Due 2018 (the "Series F
Securities") pursuant to the Fourth Supplemental Inden
ture, dated as of October __, 1998 (the "Fourth Supple
mental Indenture"), between the Funding Corporation, as
principal and as agent for the Guarantors, and the Trust
ee (the Trust Indenture, as so supplemented and as
otherwise amended, modified or supplemented from time to
time, the "Indenture");
WHEREAS, in connection with the issuance of the
Series F Securities, additional parties are becoming
Partnership Guarantors under the Indenture and related
documents, and additional parties are becoming obligors
under the Partnership Credit Agreement;
WHEREAS, in connection with the issuance of the
Series F Securities, an additional party is becoming a
Salton Sea Guarantor under the Indenture and related
documents, and an additional party is becoming an obligor
under the Salton Sea Credit Agreement; and
WHEREAS, the terms of the Intercreditor Agree
ment must be amended to reflect the additional Partner
ship Guarantors and Salton Sea Guarantor and additional
obligors under the Partnership Credit Agreement and
Salton Sea Credit Agreement and to effect other changes
in connection with the issuance by the Funding
Corporation of the Series F Securities.
NOW, THEREFORE, in consideration of the premis
es and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties
hereby agree as follows.
1. Amendment of the Intercreditor Agreement.
As of the date hereof, the Intercreditor Agreement shall
be amended as follows:
(a) Section 9(a) is hereby amended by deleting
the name "Chemical Trust Company of California" and
replacing it with the name "Chase Manhattan Bank and
Trust Company, National Association," in the first
sentence thereof.
(b) Section 9(b) is hereby amended by deleting
the name "Chemical Trust Company of California" and
replacing it with the name "Chase Manhattan Bank and
Trust Company, National Association," in the first
sentence thereof.
(c) Section 18 is hereby amended by:
(i) deleting the name, address and
contact information for the Debt Service
Reserve LOC Provider and replacing it with the
following name, address and contact
information:
"Credit Suisse First Boston
Eleven Madison Avenue
New York, NY 10010
Attention: [________]
Telecopy: 212-325-[____]";
(ii) deleting the name, address and
contact information for the Working Capital
Agent and replacing it with the following name,
address and contact information:
"Credit Suisse First Boston
Eleven Madison Avenue
New York, NY 10010
Attention: [________]
Telecopy: 212-325-[____]";
(iii) deleting the name, notice
address and contact information for the Trustee
and replacing it with the following name,
notice address and contact information:
"Chase Manhattan Bank and Trust Company,
National Association
101 California Street, #2725
San Francisco, CA 94111
Attention: Corporate Trust Administration
Telecopy: 415-693-8850";
(iv) adding the following name above
the notice address for the Salton Sea
Guarantors:
"Salton Sea Power L.L.C.";
(v) adding the following names above
the notice address for Partnership Guarantors:
"CalEnergy Minerals LLC
CE Turbo LLC";
(vi) deleting the name "California
Energy Operating Company" above the notice
address for the Partnership Guarantors and
replacing it with the name "CalEnergy Operating
Corporation";
(vii) deleting the name, notice
address and contact information for the
Depositary Agent and replacing it with the
following name, notice address and contact
information:
"Chase Manhattan Bank and Trust Company,
National Association
101 California Street, #2725
San Francisco, CA 94111
Attention: Corporate Trust Administration
Telecopy: 415-693-8850"; and
(viii) deleting the name, notice
address and contact information for the
Collateral Agent and replacing it with the
following name, notice address and contact
information:
"Chase Manhattan Bank and Trust Company,
National Association
101 California Street, #2725
San Francisco, CA 94111
Attention: Corporate Trust Administration
Telecopy: 415-693-8850".
(d) Schedule 8(a) to the Intercreditor
Agreement is hereby amended (i) by adding the phrase "and
as of October __, 1998" after the phrase "as of June 20,
1996" in the first sentence thereof, (ii) by deleting the
words "and by" after the phrase "as of October 18, 1995,"
in the second sentence thereof, (iii) by adding the word
"Second" before the phrase "Supplemental Indenture dated
as of June 20, 1996" in the second sentence thereof, (iv)
by adding the phrase ", the Third Supplemental Indenture
dated as of July 29, 1996 and the Fourth Supplemental
Indenture dated as of October __, 1998" after the phrase
"as of June 20, 1996" in the second sentence thereof and
(v) by deleting the name "Chemical Trust Company of
California" and replacing it with the name "Chase
Manhattan Bank and Trust Company, National Association"
in the second sentence thereof.
(e) Schedule 9a to the Intercreditor
Agreement is hereby amended by adding the phrase "and as
of October __, 1998" after the phrase "as of June 20,
1996" in the first paragraph thereof.
(f) Schedule 14a to the Intercreditor
Agreement is hereby amended by adding the phrase "and as
of October __, 1998" after the phrase "as of June 20,
1996" in the first paragraph thereof.
(g) The Certificate of Salton Sea Funding
Corporation, appearing directly after Schedule 14a to the
Intercreditor Agreement, is hereby amended by (i) by
deleting the words "and by" after the phrase "as of
October 18, 1995," in the first paragraph thereof, (ii)
by adding the word "Second" before the phrase
"Supplemental Indenture dated as of June 20, 1996" in the
first paragraph thereof, (iii) by adding the phrase ",
the Third Supplemental Indenture dated as of July 29,
1996 and the Fourth Supplemental Indenture dated as of
October __, 1998" after the phrase "as of June 20, 1996"
in the third paragraph thereof and (iv) by deleting the
name "Chemical Trust Company of California" and replacing
it with the name "Chase Manhattan Bank and Trust Company,
National Association" in the first paragraph thereof.
2. Additional Guarantors. In accordance with
the terms of the Fourth Supplemental Indenture, from and
after the date hereof (a) Salton Sea Power L.L.C. ("Power
LLC") shall be a "Salton Sea Guarantor" under the
Intercreditor Agreement, as amended hereby (as so
amended, the "Amended Intercreditor Agreement") and (b)
each of CalEnergy Minerals LLC ("Minerals LLC") and CE
Turbo LLC ("Turbo LLC" and, together with Power LLC and
Minerals LLC, the "New Guarantors") shall be "Partnership
Guarantors" under the Amended Intercreditor Agreement.
Each New Guarantor hereby acknowledges and agrees to the
terms of the Amended Intercreditor Agreement and consents
to the exercise of remedies by the Collateral Agent con
tained therein.
3. Intercreditor Agreement. Except as specif
ically amended hereby, the Intercreditor Agreement shall
continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.
All references to "this Intercreditor Agreement" in the
Intercreditor Agreement shall be deemed to refer to the
Amended Intercreditor Agreement.
4. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRIN
CIPLES THEREOF RELATING TO CONFLICTS OF LAW (EXCEPT SEC
TION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
5. Counterparts. This Amendment may be exe
cuted in any number of counterparts and by different
parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an origi
nal, but all such counterparts together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be duly executed by their duly authorized officers,
all as of the date first written above.
SALTON SEA FUNDING CORPORATION
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA POWER GENERATION L.P.
By: SALTON SEA POWER COMPANY,
as its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA BRINE PROCESSING L.P.
By: SALTON SEA POWER COMPANY,
as its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
FISH LAKE POWER COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA POWER L.L.C.
By: CE SALTON SEA INC.,
as its manager
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
VULCAN POWER COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CALENERGY OPERATING CORPORATION
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
BN GEOTHERMAL INC.
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
VULCAN/BN GEOTHERMAL POWER COMPANY
By: VULCAN POWER COMPANY,
as its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SAN FELIPE ENERGY COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
LEATHERS, L.P.
By: CALENERGY OPERATING CORPORATION, as
its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CONEJO ENERGY COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
DEL RANCH, L.P.
By: CALENERGY OPERATING CORPORATION, as
its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
NIGUEL ENERGY COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
ELMORE, L.P.
By: CALENERGY OPERATING CORPORATION, as
its general partner
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CALENERGY MINERALS LLC
By: SALTON SEA MINERALS CORP.,
as its manager
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CE TURBO LLC
By: MAGMA POWER COMPANY,
as its manager
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA ROYALTY COMPANY
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON,
as the Debt Service Reserve LOC Provider
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON,
as the Working Capital Agent
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION,
as the Trustee
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION,
as the Depositary Agent
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION,
as the Collateral Agent
By:/s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President