FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(_________ PROJECT)
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of February __, 1997 (the "First Amendment")
is made by and between FIRST BANK NATIONAL ASSOCIATION, a
national banking association duly existing under the laws of the
United States of America as Trustee and as Lender ("Trustee" or
"Lender"), and ___________, a general partnership organized and
existing under the laws of the State of California, as borrower
("Borrower" or "_____").
W I T N E S S E T H
WHEREAS, Coso Funding Corp. ("Coso Funding") is a
corporation established for the purpose of issuing notes (the
"Notes"), as principal and as agent for the Partnerships,
pursuant to the Trust Indenture, dated as of December 16, 1992
(the "Original Indenture"), between Coso Funding and First Bank,
National Association (as successor to Bank of America National
Trust and Savings Association), as trustee (the "Trustee"); and
WHEREAS, on December 16, 1992, Coso Funding issued and sold
the Initial Notes in the aggregate principal amount of
$560,245,000; and
WHEREAS, the proceeds of the Initial Notes were used (i) to
finance the purchase by Coso Funding of outstanding secured
indebtedness of each of Coso Energy Developers, a California
general partnership ("CED"), Coso Power Developers, a California
general partnership ("CPD") and Coso Finance Partners ("CFP"),
(ii) to finance capital expenditures relating to each of such
Partnership's Projects, (iii) to fund certain reserves under this
Indenture and (iv) to pay Transaction Costs; and
WHEREAS, the principal and interest payments on the Initial
Notes will be serviced by repayment of loans made by Coso Funding
to the Partnerships, pursuant to separate Amended and Restated
Credit Agreements, each dated as of December 16, 1992 (the
"Original Credit Agreements"), with each of ______ (such Original
Credit Agreement with _____, the "Original ___ Credit Agreement",
and such Original ___ Credit Agreement as amended, modified and
supplemented by this First Amendment, this "Credit Agreement"),
[CFP], [CED] and [CPD], and guaranteed by the Partnerships; and
WHEREAS, pursuant to the Original Indenture, the
Partnerships have funded and maintained moneys in the Debt
Service Reserve Fund; and
WHEREAS, Coso Funding and the Partnerships propose to amend
and supplement the Original Indenture, the Original Credit
Agreements and other Financing Documents to permit the use of a
Debt Service Reserve Letter of Credit to satisfy the obligation
to maintain moneys in the Debt Service Reserve Fund; and
WHEREAS, Section 10.03 of the Original Indenture permits the
parties to amend the Original ___ credit Agreement in the manner
contemplated by this First Amendment upon notice to and the
written approval or consent of the owners of not less than 66-
2/3% in aggregate principal amount of the Notes then Outstanding,
which consent has been obtained, and upon the consent and
agreement of the Trustee.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants hereinafter contained, the parties hereto
formally covenant, agree and bind themselves as follows:
ARTICLE I - DEFINITIONS
Section 1.1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meanings as used for
purposes of the Original ___ Credit Agreement.
ARTICLE I - AMENDMENT
Section 2.1. Other Debt. Section 4.10(a) of the Original
___ Credit Agreement is hereby amended by deleting the
parenthetical "(obligations and debt described in subparts (i) to
(ix) of this Section may be referred to herein as "Permitted
Indebtedness")." and replacing it with the following:
and (x) (A) Debt incurred under a Debt Service Reserve
LOC Reimbursement Agreement or LOC Support Loans or (B)
guarantees of Debt incurred by another Partnership
under Section 4.10(a) (x) (A) of such Partnership's
Credit Agreement (obligations and Debt described in
subparts (i) to (x) of this Section may be referred to
here as "Permitted Indebtedness").
Section 2.2. Other Debt. Section 4.10(b) of the
Original ___ Credit Agreement is hereby amended by deleting the
current Section 4.10(b) and replacing it with the following:
(b) Debt of Borrower existing pursuant to clause (iv),
(v) or (x) of Section 4.10(a), together with Debt of
___ existing pursuant to clause (iv), (v) or (x) of
Section 4.10(a) of the Credit Agreement with respect to
the ________ Project and Debt of _____________ existing
pursuant to clause (iv), (v) or (x) of Section 4.10(a)
of the Credit Agreement with respect to the _____
Project, shall not in the aggregate, without
duplication, exceed two hundred million dollars
($200,000,000) at any point in time. For purposes of
compliance with this Section 4.10(b), the managing
partner of Borrower shall, upon the reasonable request
of the managing partner of ________ of ________ or
Lender, promptly provide ___ or ___ or Lender a
schedule which shows existing and projected levels of
Debt pursuant to clause (iv), (v) or (x) of Section
4.10(a). In addition, any Debt of Borrower incurred or
existing pursuant to clause (iv), or (v) of Section
4.10(a) shall (i) be fully subordinated as provided in,
and shall include, the Subordination Provisions
attached hereto as Exhibit F and (ii) state that such
Debt complies with the Credit Agreement. In addition,
any Debt of Borrower incurred or existing pursuant to
clause (x) of Section 4.10(a) shall (I) be subordinated
as provided in, and shall include, the Subordination
Provisions attached hereto as Exhibit G and (ii) state
that such Debt complies with the Credit Agreement.
Section 2.3. Amendments to Definitions. Exhibit A of the
Original ___ Credit Agreement is hereby amended by amending the
following definitions in the appropriate alphabetical order:
(i) in the definition of "Credit Agreement", inserting
the phrase ", as amended or supplemented" immediately after
"1992" in each place where "1992" appears.
(ii) in the definition of "Mortgage", inserting the
phrase ", in each case as modified or sdupplemented," in the
first line of such definition after the phrase "as the
context requires.".
(iii) in the definition of "Subordinated Permitted
Indebtedness", deleting the phrase "(v) and (vi)" and
replacing it with "(v), (vi) and (x)".
iv) in the definition of "Partnership Documents",
inserting the phrase ", in each case as modified or
supplemented" at the end of such definition immediately
prior to the period.
(v) in the definition of "Pledge Agreements",
inserting the phrase ", in each case as modified or
supplemented," in the second line of such definition after
the phrase "as the context requires,".
(vi) in the definition of "Security Agreement",
inserting the phrase ", in each case as modified or
supplemented," in the second line of such definition after
the phrase "as the context requires,".
(vii) in the definition of "Support Loan
Agreement", inserting the phrase ", in each case as amended
or supplemented," in the second line of such definition
after the phrase "as the context requires," and inserting
the phrase "(not including any LOC Support Loan Agreement)"
after the phrase "any similar agreement" in each case where
"any similar agreement" appears.
Section 2.4. New Definitions. Exhibit A of the Original
___ Credit Agreement is hereby amended by adding the following
definitions in the appropriate alphabetical order:
"Available Amount" means, in relation to each
Partnership, the maximum amount available to be drawn from
time to time under the Debt Service Reserve Letter of Credit
in respect of such Partnership.
"Debt Service Reserve Letter of Credit" means one
or more irrevocable, direct pay letters of credit issued by
the Debt Service Reserve LOC Provider in favor of the
Trustee in support of any obligations to fund the Debt
Service Reserve Fund under the Financing Documents.
"Debt Service Reserve LOC Provider" means the
commercial bank(s) or other financial institution(s) issuing
the Debt Service Reserve Letter of Credit.
"Debt Service Reserve LOC Reimbursement Agreement"
means an agreement for the issuance of a Debt Service
Reserve Letter of Credit and reimbursement of any Debt
Service Reserve LOC Loans, fees and expenses between the
Debt Service Reserve LOC Provider and one or more of the
Partnerships.
"Debt Service Reserve LOC Loan" means each loan
made by a Debt Service Reserve LOC Provider pursuant to the
Debt Service Reserve LOC Reimbursement Agreement in
connection with a draw on the Debt Service Reserve Letter of
Credit.
"LOC Support Loan" means each loan obtained by one
of the Partnerships from another of the Partnerships for use
to pay principal of or interest on Debt Service Reserve LOC
Loans or to pay fees or expenses in connection with a Debt
Service Reserve LOC Reimbursement Agreement.
"LOC Support Loan Agreement" means an agreement
for the provision and repayment of LOC Support Loans in
accordance with the requirements of the Indenture and the
applicable Credit Agreement.
"Omnibus Agreement" means the Omnibus
Acknowledgment and Agreement, dated as of the date hereof,
among Coso Funding, CFP, CED, CPD, the Trustee and the other
parties thereto.
"Total Available Amount" means the aggregate
maximum amount available to be drawn from time to time under
the Debt Service Reserve Letter of Credit in respect of all
the Partnerships.
Section 2.5. New Exhibits. The Original ___ Credit
Agreement is hereby amended by adding the Exhibit G to this First
Amendment as a new exhibit.
ARTICLE 3 - MISCELLANEOUS
Section 3.1. Effective of First Amendment. Upon the
execution of this First Amendment, this Credit Agreement shall be
modified in accordance herewith, and this First Amendment shall
form a part of this Credit Agreement for all purposes. This
First Amendment shall be construed as supplemental to this Credit
Agreement and shall form a part thereof, and this Credit
Agreement is hereby incorporated by reference herein and hereby
ratified, approved and confirmed. From and after the date
hereof, whenever referred to in any Financing Document, this
Credit Agreement shall mean this Credit Agreement as modified,
amended and supplemented by this First Amendment.
Section 3.2. Headings for Convenience Only. The
descriptive headings in this First Amendment are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 3.3 Counterparts. This First Amendment may be
executed in any number of counterparts, each of which when so
executed and delivered shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
Section 3.4. Applicable Law. THIS FIRST AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered by the
respective officers thereunto duly authorized as of the date
first written above.
BORROWER:
TRUSTEE:
FIRST BANK NATIONAL ASSOCIATION,
as Trustee and as Lender
By: _________________________________
Name:
Title:
