0000949486-02-000012 Sample Contracts

INSTRUMENT OF ASSIGNMENT, RESIGNATION, APPOINTMENT, ACCEPTANCE AND DESIGNATION
Acceptance And • August 19th, 2002 • Ls Power Funding Corp • Electric services

This INSTRUMENT OF ASSIGNMENT, RESIGNATION, APPOINTMENT, ACCEPTANCE AND DESIGNATION dated as of July 26, 2002 (this "Instrument"), is hereby entered into among CREDIT LYONNAIS NEW YORK BRANCH, the New York Branch of a banking institution organized under the laws of France ("Credit Lyonnais"), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, the New York and Grand Cayman Branches of a banking institution organized under the laws of Germany ("Dresdner"; provided that any reference to Dresdner acting in its role as agent under the Credit Agreement, as defined below, shall be a reference to Dresdner Bank AG, New York Branch) and LSP-WHITEWATER LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"). WHEREAS, Dresdner is a party to a certain Credit Agreement dated as of May 1, 1995, as amended by Amendment No. 1 thereto dated as of December 31, 1995 and Amendment No. 2 thereto dated as of June 28, 2002 (as so amended, the "Credit Agreement") among the Partnership,

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • August 19th, 2002 • Ls Power Funding Corp • Electric services

This AMENDMENT NO. 3, dated as of July 26, 2002 (this "Amendment"), to the Credit Agreement dated as of May 1, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among LSP-COTTAGE GROVE, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the "Partnership"), EACH OF THE LENDERS SIGNATORY THERETO (the "Lenders") and CREDIT LYONNAIS NEW YORK BRANCH, the New York Branch of a banking institution organized under the laws of France, as agent for the Lenders (in such capacity the "Agent"), is hereby entered into among the Partnership, the Lenders and the Agent. WHEREAS, the parties wish to amend certain provisions of the Credit Agreement pursuant to Section 11.04 thereof as set forth below. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby a

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
The Credit Agreement • August 19th, 2002 • Ls Power Funding Corp • Electric services

This AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of June 28, 2002 (this "Amendment"), is hereby entered into among LSP WHITEWATER, LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the State of Delaware (the "Partnership"), EACH OF THE LENDERS SIGNATORY HERETO (the "Lenders") and DRESDNER BANK AG, NEW YORK BRANCH, the New York Branch of a banking corporation organized under the laws of Germany, as agent for the Lenders (in such capacity, the "Agent"). WHEREAS, the parties hereto are party to a certain Credit Agreement dated as of May 1, 1995, as amended by Amendment No. 1 thereto dated as of December 31, 1995 (as so amended and as further amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the parties wish to amend the Credit Agreement pursuant to Section 11.04 thereof in order to extend the maturity date thereof as set forth below. NOW, THEREFORE, the parties he

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
The Credit Agreement • August 19th, 2002 • Ls Power Funding Corp • Electric services

This AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of June 28, 2002 (this "Amendment"), is hereby entered into among LSP-COTTAGE GROVE, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the "Partnership"), EACH OF THE LENDERS SIGNATORY HERETO (the "Lenders") and DRESDNER BANK AG, NEW YORK BRANCH, the New York Branch of a banking corporation organized under the laws of Germany, as agent for the Lenders (in such capacity, the "Agent"). WHEREAS, the parties hereto are party to a certain Credit Agreement dated as of May 1, 1995, as amended by Amendment No. 1 thereto dated as of December 31, 1995 (as so amended and as further amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the parties wish to amend the Credit Agreement pursuant to Section 11.04 thereof in order to extend the maturity date thereof as set forth below. NOW, THEREFORE, the parties hereto hereby a

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