Exhibit 10.15.2
AMENDMENT TO STEAM PURCHASE AGREEMENT
BETWEEN
O'BRIEN CONGENERATION IV, INC.
AND
NEWARK BOXBOARD CO.
WHEREAS, O'Brien Cogeneration IV, Inc., a Delaware
corporation, and Newark Boxboard Co., a New Jersey corporation,
signed a Steam Purchase Agreement dated October 3, 1986 under
which O'Brien intends to supply steam to the paperboard plant
located in Newark, new Jersey; and
WHEREAS, the parties desire to ratify said Agreement and
make certain modifications thereto;
NOW THEREFORE, in consideration of the mutual covenants
container herein, the sufficiency of which is acknowledged by
both parties, the parties do hereby agree as follows:
1) Modification to Section 5.1 (Effective Date and Term):
The first sentence in Section 5.1 (A) is modified to read as
follows: "Except as otherwise provided in Article 15 or 16,
the term of this Agreement shall begin upon the execution of
this Agreement, and shall terminate on June 30, 1988 unless
the conditions precedent as specified in Section 5.4 are
then satisfied in Section 5.4 are then satisfied or
compliance therewith waived."
2) Modification to Section 5.4:
The first sentence of Section 5.4 is replaced in its
entirety as follows: "The Parties' respective obligations
under this Agreement are conditioned upon, and subject to
the satisfaction of each of the following conditions
precedent or on prior to June 30, 1988: (i) Seller's
executing an amendment to its Electricity Contract with
JCP&L, reasonably satisfactory to Seller, covering an
extension of the Facility completion deadline: (ii) Seller's
obtaining all remaining necessary permits, authorizations
and certifications, including,, but not limited to the
following permits: (a) soil erosion, (b) FAA permit, (c)
preliminary and final site plan approval, (d) approval of
the Facility's sewer connection (e) building permit and any
required DOT permits; (iii) Seller obtaining FERC approval
of the Wheeling Contract signed with PSE&G; (iv) Seller's
obtaining financing that Seller, in its reasonable
discretion, deems acceptable; (v) Seller's entering into a
turnkey contract, to design, construct, startup and test the
Cogeneration Facility; and (vi) Seller obtaining a long-term
fuel supply either, at its option, (a) through contracting
for gas under the CIG tariff or (b) obtaining a long-term
fuel contract of at least fifteen (15) years in duration
plus necessary transportation commitments where the price of
fuel escalates on essentially the same terms and conditions
as the variable component of Seller's electricity sales to
JCP&L."
3. Modification to Section 9.1:
"Buyer agrees to lease to Seller, for a term expiring 120
days after the termination of this Agreement, the Site, as
described in Appendix E attached hereto, upon the timely
satisfaction of all of the conditions precedent specified in
Section 5.4, at an annual lease rate of $1.00 per year. The
lease shall be on terms mutually acceptable to Buyer and
Seller. The Site shall consist of approximately 1.02 acres,
as more fully described in Appendix E attached hereto. In
addition, Buyer shall provide all necessary easements, with
respect to property owned by Buyer, for as long as Seller
operates the Facility, to permit the installatin9 of the
Steam Interconnection Facilities; and to permit Seller to
install and maintain such electrical and steam transmission
facilities as shall be necessary to deliver steam or
electricity or both from the Cogeneration Facility to any
person other than the Buyer so long as the same do not
interfere with the operation of the Plant."
4, Elimination of Section 9.2
This Section is eliminated in its entirety.
5. Modification to Appendix E:
The original Appendix E is eliminated and replaced with
modified Appendix E (attached: E-SP81-Y-102 dated January
18, 1988 entitled "Proposed Site Location for Newark
Boxboard").
6. Complete Agreement:
This Amendment along with the Steam Purchase Agreement
constitutes the complete Agreement between the parties and
may only be further modified by a written amendment signed
by both parties.
AGREED AND ACCEPTED:
NEWARK BOXBOARD CO. O'BRIEN COGENERATION IV, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxx
Title: Vice President Title: Secretary
Dated: March 8, 1988 Dated: March 15, 1988
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GUARANTY OF O'BRIEN ENERGY SYSTEMS, INC.
Guarantor agrees to and acknowledges the terms and
provisions of the attached Amendment and confirms that its
Guaranty shall continue in full force and effect and that all of
its obligations thereunder shall be valid and enforceable and
shall not be impaired or affected by the execution of said
Amendment.
O'BRIEN ENERGY SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxx
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