exv10w1



 





EXHIBIT 10.1




AMENDMENT NO. 7 TO CREDIT AGREEMENT




          AMENDMENT NO. 7, dated as of June 30, 2004 (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 April 7, 1995,
Amendment No. 3, dated as of July 1, 1997, Amendment No. 4, dated as of
November 16, 1998, Amendment No. 5, dated as of August 1, 2000, Amendment No.
6, dated as of August 8, 2003, 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”), Citizens Bank of Massachusetts, in its capacity as LC
Issuer thereunder (together with its successors in such capacity, the “LC
Issuer”), and Citizens Bank of Massachusetts, 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 desire to, inter alia, extend the Final
Maturity Date under the Credit Agreement from August 8, 2005 to June 30, 2007;
and



          WHEREAS, the parties hereto have agreed to amend the Credit Agreement as
further 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.




      (a) Subsections 5.1(k), (l) and (p) of the Credit Agreement are hereby
amended by adding the following words at the beginning of each such
subsection:



           “Except as the Agent may otherwise direct in writing,”.



     (b) Annex 1 of the Credit Agreement is hereby amended as follows:




        (i) The definition of “Commitment Fee Rate” contained in Annex 1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and inserting the following in lieu thereof:




     “Commitment
Fee Rate” shall mean (i) prior to July 1, 2004,
0.5% per annum, and (ii) on and after July 1, 2004, 0.65% per
annum.”




     (ii) 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 lieu thereof:



 









 






     “Final
Maturity Date” shall mean June 30, 2007.”



          Section 2.
Conditions
Precedent. The following conditions precedent are
required to be satisfied on or prior to the date hereof, in each case, in form
and substance satisfactory to the Agent:



     (a) Execution
by All Parties. This Amendment shall have been executed and
delivered by each of the parties hereto.



     (b) Legal
Opinion. The Agent shall have received an opinion or opinions of
counsel regarding this Amendment, and addressing, among other things, the
partnership status and authority of the Borrower and the authorization,
execution and delivery of this Amendment.



     (c) Amendment
Fee. The Agent shall have received payment in full of that
certain amendment fee, as further set forth in the fee letter of even date
herewith (the “Fee Letter”).



     (d) Corporate
Action. All corporate action necessary for the valid
execution, delivery and performance by the Borrower of this Amendment and the
Fee Letter shall have been duly and effectively taken, and evidence thereof
shall have been provided to the Agent.



          Section 3.
Representations and Warranties. The Borrower hereby represents
and warrants to the Lender, the L/C Issuer and the Agent as follows:



     (a) Representation
and Warranties in the Credit Agreement. The
representations and warranties of the Borrower contained in the Credit
Agreement and each of the other Loan Documents are true and correct in all
material respects on and as of the date hereof (or if such representation or
warranty is expressly stated to be made as of a specific date, as of such
specific date), except as disclosed in the periodic reports of the Borrower
filed since September 30, 2003 with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, and in the most recent
annual report of the Independent Engineer delivered to the Agent pursuant to
Section 5.11 of the Credit Agreement.



     (b) Ratification,
Etc. Except as expressly amended or waived hereby, the
Credit Agreement, and all documents, instruments and agreements related thereto
(as such documents, instruments and agreements have been amended, restated,
terminated, supplemented or otherwise modified), are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement shall, together with this Amendment, be read and construed as
a single agreement. All references in the Credit Agreement or any related
agreement or instrument shall hereafter refer to the Credit Agreement as
amended hereby.



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     (c) Authority,
Etc. The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
partnership authority of the Borrower and have been duly authorized by all
necessary partnership action on the part of the Borrower.



     (d) Enforceability
of Obligations. This Amendment and the Credit
Agreement as amended hereby constitute the legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance with their
terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of, creditors’ rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.



     (e) No
Default. No Default or Event of Default has occurred and is
continuing, and no Default or Event of Default will exist upon the execution
and delivery of this Amendment.



     (f) Financial
Statements. As of the date hereof, neither the Borrower nor
the Funding Corporation has any material obligations, liabilities,
Indebtedness, Contingent Obligation, contingent liability or liability for
Taxes, long-term lease or forward or long-term commitment of the type required
by GAAP to be reflected or disclosed in financial statements (other than those
incurred pursuant to the provisions of the Transaction Documents, the
Non-Material Agreements and Necessary Project Approvals), except as referred to
or reflected or provided for in the most recent financial statements delivered
to the Agent pursuant to Section 5.1 of the Credit Agreement.



     (g) No
Material Adverse Change. Since August 8, 2003, there has not been
any material adverse change in the business, condition, operations,
performance, properties or prospects (financial or otherwise) of the Borrower,
the Funding Corporation, or the Project, or to the knowledge of the Borrower,
any Person that is a Project Party as of the date hereof, that is reasonably
likely to or which could reasonably be expected to have or result in a Material
Adverse Effect, except as disclosed in the periodic reports of the Borrower
filed since September 30, 2003 with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended.



          Section 4.
Effectiveness of this Amendment. This Amendment shall become
effective and, shall be in full force and effect on and as of the date hereof
unless Citizens shall provide notice to the other parties hereto on the date
hereof that, as a result of the failure of certain conditions precedent to be
satisfied on or prior to the date hereof, this Amendment shall not become
effective on the date hereof.



          Section 5.
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 waiver of any other
term,



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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 6.
 Fees and Expenses. Pursuant to Section 9.1 of the Credit
Agreement, all costs and expenses incurred or sustained by the Agent in
connection with this Amendment, including all accrued and unpaid fees, expenses
and disbursements of Bingham McCutchen LLP, special counsel to Citizens, in
producing, reproducing and negotiating the Amendment, will be for the account
of the Borrower whether or not the transactions contemplated by this Amendment
are consummated, and the Borrower agrees to pay such amounts on the date
hereof.



          Section 7.
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 8.
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).



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     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/ JOHN C. BARPOULIS	 	 	 	 
	

	 	 	 	
	 	 	 	 
	

	 	Name:
	 	John C. Barpoulis	 	 	 	 
	

	 	Title:
	 	Vice President and Treasurer	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CITIZENS BANK OF
MASSACHUSETTS 
as Lender, LC Issuer and Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ MICHAEL G. OUELLET	 	 	 	 
	

	 	 	 	
	 	 	 	 
	

	 	Name:
	 	Michael G. Ouellet	 	 	 	 
	

	 	Title:
	 	Vice President