**EXHIBIT 10.1**
**AMENDMENT NO. 7 TO CREDIT AGREEMENT**
          AMENDMENT NO. 7, dated as of June 30, 2004 (this “***Amendment***”), to thatcertain 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 ofNovember 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, supplementedor otherwise modified, the “***Credit Agreement***”) among SELKIRK COGEN PARTNERS,L.P., a Delaware limited partnership (the “***Borrower***”), the lenders partythereto (the “***Lenders***”), Citizens Bank of Massachusetts, in its capacity as LCIssuer thereunder (together with its successors in such capacity, the “***LCIssuer***”), and Citizens Bank of Massachusetts, as Agent (together with itssuccessors in such capacity, the “***Agent***”).
**W I T N E S S E TH:**
          **WHEREAS**, the parties hereto desire to, *inter alia*, extend the FinalMaturity 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 asfurther 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 withoutbeing defined herein shall have the meanings ascribed to such terms in theCredit Agreement.
      (a) Subsections 5.1(k), (l) and (p) of the Credit Agreement are herebyamended by adding the following words at the beginning of each suchsubsection:
           “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 theCredit Agreement is hereby amended by deleting such definition in its entiretyand inserting the following in lieu thereof:
     “CommitmentFee Rate” shall mean (i) prior to July 1, 2004,0.5% per annum, and (ii) on and after July 1, 2004, 0.65% perannum.”
     (ii) The definition of “Final Maturity Date” contained in Annex 1 ofthe Credit Agreement is hereby amended by deleting such definition in itsentirety and inserting the following in lieu thereof:
 

 

     “FinalMaturity Date” shall mean June 30, 2007.”
          **Section 2.ConditionsPrecedent.** The following conditions precedent arerequired to be satisfied on or prior to the date hereof, in each case, in formand substance satisfactory to the Agent:
     (a) Executionby All Parties. This Amendment shall have been executed anddelivered by each of the parties hereto.
     (b) LegalOpinion. The Agent shall have received an opinion or opinions ofcounsel regarding this Amendment, and addressing, among other things, thepartnership status and authority of the Borrower and the authorization,execution and delivery of this Amendment.
     (c) AmendmentFee. The Agent shall have received payment in full of thatcertain amendment fee, as further set forth in the fee letter of even dateherewith (the “Fee Letter”).
     (d) CorporateAction. All corporate action necessary for the validexecution, delivery and performance by the Borrower of this Amendment and theFee Letter shall have been duly and effectively taken, and evidence thereofshall have been provided to the Agent.
          **Section 3.Representations and Warranties.** The Borrower hereby representsand warrants to the Lender, the L/C Issuer and the Agent as follows:
     (a) Representationand Warranties in the Credit Agreement. Therepresentations and warranties of the Borrower contained in the CreditAgreement and each of the other Loan Documents are true and correct in allmaterial respects on and as of the date hereof (or if such representation orwarranty is expressly stated to be made as of a specific date, as of suchspecific date), except as disclosed in the periodic reports of the Borrowerfiled since September 30, 2003 with the Securities and Exchange Commissionunder the Securities Exchange Act of 1934, as amended, and in the most recentannual report of the Independent Engineer delivered to the Agent pursuant toSection 5.11 of the Credit Agreement.
     (b) Ratification,Etc. Except as expressly amended or waived hereby, theCredit 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 andconfirmed in all respects and shall continue in full force and effect. TheCredit Agreement shall, together with this Amendment, be read and construed asa single agreement. All references in the Credit Agreement or any relatedagreement or instrument shall hereafter refer to the Credit Agreement asamended hereby.
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     (c) Authority,Etc. The execution and delivery by the Borrower of thisAmendment and the performance by the Borrower of all of its agreements andobligations under the Credit Agreement as amended hereby are within thepartnership authority of the Borrower and have been duly authorized by allnecessary partnership action on the part of the Borrower.
     (d) Enforceabilityof Obligations. This Amendment and the CreditAgreement as amended hereby constitute the legal, valid and binding obligationsof the Borrower enforceable against the Borrower in accordance with theirterms, except as enforceability is limited by bankruptcy, insolvency,reorganization, moratorium or other laws relating to or affecting generally theenforcement of, creditors’ rights and except to the extent that availability ofthe remedy of specific performance or injunctive relief is subject to thediscretion of the court before which any proceeding therefor may be brought.
     (e) NoDefault. No Default or Event of Default has occurred and iscontinuing, and no Default or Event of Default will exist upon the executionand delivery of this Amendment.
     (f) FinancialStatements. As of the date hereof, neither the Borrower northe Funding Corporation has any material obligations, liabilities,Indebtedness, Contingent Obligation, contingent liability or liability forTaxes, long-term lease or forward or long-term commitment of the type requiredby GAAP to be reflected or disclosed in financial statements (other than thoseincurred pursuant to the provisions of the Transaction Documents, theNon-Material Agreements and Necessary Project Approvals), except as referred toor reflected or provided for in the most recent financial statements deliveredto the Agent pursuant to Section 5.1 of the Credit Agreement.
     (g) NoMaterial Adverse Change. Since August 8, 2003, there has not beenany 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 reasonablylikely to or which could reasonably be expected to have or result in a MaterialAdverse Effect, except as disclosed in the periodic reports of the Borrowerfiled since September 30, 2003 with the Securities and Exchange Commissionunder the Securities Exchange Act of 1934, as amended.
          **Section 4.Effectiveness of this Amendment.** This Amendment shall becomeeffective and, shall be in full force and effect on and as of the date hereofunless Citizens shall provide notice to the other parties hereto on the datehereof that, as a result of the failure of certain conditions precedent to besatisfied on or prior to the date hereof, this Amendment shall not becomeeffective on the date hereof.
          **Section 5.Statusof Loan Documents.** This Amendment is limited solely forthe purposes and to the extent expressly set forth herein and nothing hereinexpressed or implied shall constitute an amendment, or waiver of any otherterm,
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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 CreditAgreement and the other Loan Documents shall continue in full force and effect.
          **Section 6. Fees and Expenses.** Pursuant to Section 9.1 of the CreditAgreement, all costs and expenses incurred or sustained by the Agent inconnection with this Amendment, including all accrued and unpaid fees, expensesand disbursements of Bingham McCutchen LLP, special counsel to Citizens, inproducing, reproducing and negotiating the Amendment, will be for the accountof the Borrower whether or not the transactions contemplated by this Amendmentare consummated, and the Borrower agrees to pay such amounts on the datehereof.
          **Section 7.Counterparts.** This Amendment may be executed in any number ofcounterparts, all of which taken together shall constitute one Amendment, andany of the parties hereto may execute this Amendment by signing such acounterpart.
          **Section 8.GoverningLaw.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCEWITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECTTO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OFTHE NEW YORK GENERAL OBLIGATIONS LAW).**
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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorizedofficers to execute and. deliver this Amendment as of the date first abovewritten.           **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 OFMASSACHUSETTS**