Amendment No. 5 to Credit Agreement among Selkirk Cogen Partners, L.P. and Dresdner Bank AG, New York Branch

Summary

This amendment updates the terms of a credit agreement originally made in 1994 between Selkirk Cogen Partners, L.P. and Dresdner Bank AG, New York Branch, acting as lender, agent, and letter of credit issuer. The amendment reduces certain loan and letter of credit commitment amounts, updates the final maturity date to August 8, 2003, and replaces specific sections and schedules in the original agreement. Selkirk Cogen Partners agrees to pay related fees and expenses. All other terms of the original agreement remain unchanged.

EX-10.1 2 0002.txt AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 dated as of August 1, 2000 (this "Amendment") to that certain Credit Agreement dated as of May 1, 1994 (as amended by Amendment No. 1, dated as of August 11, 1994, Amendment No. 2, dated as of January 30, 1995, Amendment No. 3 dated as of July 1, 1997, Amendment No. 4, dated as of November 16, 1998, and as further 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 YORK BRANCH, in its capacity as LC Issuer thereunder (together with its successors in such capacity, the "LC Issuer"), 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 deleting the amount of "$10,389,528" from the final sentence thereof and inserting the amount of "$7,542,428" in replacement therefor. (b) Section 2.2(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: " (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggre- gate stated amount not to exceed $2,542,428 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. The LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstandings plus the aggregate principal amount of all outstanding Loans would exceed $7,542,428. The Letter of Credit Commitment shall expire on August 2, 2000 and no Letters of Credit shall be issued hereunder after such date." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$10,389,528" from the final sentence thereof and inserting the amount of "$7,542,428" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$5,389,528" from the first sentence thereof and inserting the amount of "$2,542,428" 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 8, 2003." (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 2 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. Representations and Warranties. The Borrower hereby represents and warrants to the Agent, the Lenders and the LC Issuer that all representations and warranties of the Borrower contained in the Credit Agreement are, as of the date hereof, true and correct. Section 5. Fees and Expenses. The Borrower agrees 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 issuance or 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 6. 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. Section 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 3 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., its General Partner By: /s/ERNEST K. HAUSER --------------------------------- Name: Ernest K. Hauser Title: Senior Vice President DRESDNER BANK AG, NEW YORK BRANCH, as Lender, LC Issuer and Agent By: /s/ WENDY C.H. ASTELL --------------------------------- Name: Wendy C.H. Astell Title: Vice President By: /s/ ANDREW CULLINAN --------------------------------- Name: Andrew Cullinan Title: Assistant Treasurer 4 SCHEDULE 1 ---------- WORKING CAPITAL LETTER OF CREDIT LENDER LOAN COMMITMENT LOAN COMMITMENT - ------ --------------- --------------- DRESDNER BANK AG, $5,000,000.00 $2,542,428 NEW YORK BRANCH S-1