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EXHIBIT 10.15(e)
SECOND AMENDMENT TO GROUND LEASE AGREEMENT
This Second Amendment to Ground Lease Agreement (this "Lease
Amendment") is made and entered into as of the 13th day of April, 1994, by and
between Bayway Refining Company, a Delaware corporation ("BRC"), and Cogen
Technologies Linden Venture, L.P., doing business in New Jersey as Cogen
Technologies Linden Venture, Limited Partnership, a Delaware limited partnership
("Cogen").
W I T N E S S E T H:
WHEREAS, Exxon Corporation ("Exxon") and Cogen entered into that
certain Ground Lease Agreement dated effective August 1, 1990 covering certain
land situated in the City of Linden, Union County, New Jersey, and
WHEREAS, Exxon and Cogen entered into an Amendment to Ground Lease
Agreement dated as of July 31, 1992, pursuant to which the description of the
"Demised Premises," as defined in the Ground Lease Agreement, was amended, and
further entered into a letter agreement dated September 27, 1991, pursuant to
which the Ground Lease Agreement was amended in certain other respects (the
Ground Lease Agreement, as so amended is hereafter called the "Lease"),
WHEREAS, Exxon has conveyed the Demised Premises to BRC pursuant to
that certain Deed dated as of April 8, 1993 recorded in the Office of the
Registry of Union County, New Jersey in Deed Book 3950, Page 65 et seq. and has
assigned the Lease to BRC pursuant to a certain Assignment of Cogen Lease dated
April 8, 1993, a Memorandum of which was recorded in the Office of the Registry
of Union County, New Jersey in Deed Book 3950, Page 251 et seq., as amended by
that certain Confirmation of Assignment of Cogen Lease dated as of April 8, 1993
between Exxon
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and BRC, which Confirmation has been or will be recorded in the Office of the
Registry of Union County, New Jersey; and
WHEREAS, BRC and Cogen desire to further amend the Lease in accordance
with the terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, BRC and Cogen agree that the Lease is amended as follows:
1. The following sentences are hereby inserted after the end of the
second sentence of Section 2.2 of the Lease:
"The area beyond the perimeter of the Demised Premises so
affected by the air cooling towers is more fully described in
Exhibit C-1 attached hereto and made a part hereof. Additionally,
BRC, as successor to Exxon, grants to Cogen a nonexclusive easement
and right-of-way to construct, operate, maintain, repair, replace
and remove water pipes, water meters and related equipment and
structures to house the same, on, over, under and across the area so
designated for use for water line and water meter building purposes
on Exhibit C-2 attached hereto and made a part hereof and as more
fully described on Exhibit C-3 attached hereto and made a part
hereof."
2. The property descriptions attached as Exhibit C-1, Exhibit C-2 and
Exhibit C-3 are hereby incorporated and made Exhibit C-1, Exhibit C-2 and
Exhibit C-3 to the Lease.
3. Exhibit D to the Lease is hereby deleted in its entirety and the map
attached hereto as Exhibit D is substituted in lieu thereof. Exhibit D depicts
the general location of certain easements granted to Cogen pursuant to the
Lease. The parties now desire to more specifically define and locate certain of
such easements. In that regard, the parties hereby agree that the description
for the "Interconnection Area" (as defined in the Lease) intended for steam line
interconnection shall be that attached hereto as Exhibit D-1 and made a part
hereof; the "Utility Area" (as defined in the
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Lease) between the two parcels of land comprising the Demised Premises shall be
that attached hereto as Exhibit D-2 and made a part hereof; and the description
for the Utility Area intended for sanitary sewer and wastewater discharge shall
be that attached hereto as Exhibit D-3 and made a part hereof.
4. The following sentence is hereby inserted at the end of Section 2.3
of the Lease:
"The Interconnection Area intended for steam line
interconnection is more particularly described in Exhibit D-1
attached hereto and made a part hereof."
5. The following sentence is hereby inserted at the end of Section 2.4
of the Lease:
"The Utility Area between the two parcels comprising the
Demised Premises is more specifically described in Exhibit D-2
attached hereto and made a part hereof. The Utility Area intended
for sanitary sewer and wastewater discharge is more particularly
described in Exhibit D-3 attached hereto and made a part hereof."
6. It is hereby agreed that the "Date of Initial Commercial Operation"
(as defined in the Lease) occurred on May 1, 1992.
As amended by this Lease Amendment, the Lease is ratified and confirmed
to be in full force and effect.
EXECUTED in multiple original counterparts as of the 13th day of April,
1994.
ATTESTED BY: BAYWAY REFINING COMPANY
/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Title: Vice President
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COGEN TECHNOLOGIES LINDEN
VENTURE, L.P. (D/B/A COGEN
TECHNOLOGIES LINDEN VENTURE,
LIMITED PARTNERSHIP
By: COGEN TECHNOLOGIES LINDEN,
LTD. (D/B/A COGEN
TECHNOLOGIES LINDEN,
LIMITED PARTNERSHIP),
General Partner
By: COGEN TECHNOLOGIES, INC.
ATTESTED BY: General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Assistant Secretary Title: Senior Vice President
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ACKNOWLEDGEMENT
STATE OF NEW JERSEY )
)
COUNTY OF UNION )
BE IT REMEMBERED, that on this 13th day of April, 1994, before me, the
subscriber, a notary public, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who is
the Vice President of Bayway Refining Company, a Delaware corporation, who
I am satisfied is the person who signed this instrument, and he
acknowledged that he signed, sealed with the corporate seal, and delivered
the same as such officer aforesaid, and that this instrument is the
voluntary act and deed of such corporation, on behalf of Bayway Refining
Company.
Given under my hand and seal of office this 13th day of April, 1994.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Notary Public in and for
Union County, New Jersey
My Commission Expires:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES OCT. 20, 1998
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ACKNOWLEDGMENT
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STATE OF TEXAS )
COUNTY OF ▇▇▇▇▇▇ )
BE IT REMEMBERED, that on this 1st day of March, 1994, before me, the
subscriber, a notary public, personally appeared ▇. ▇. ▇▇▇▇▇▇▇▇▇ who is the Sr.
Vice President of Cogen Technologies, Inc., General Partner of Cogen
Technologies Linden, Ltd., (D/B/A Cogen Technologies Linden, Limited
Partnership), which is the General Partner of Cogen Technologies Linden Venture,
L.P. (D/B/A Cogen Technologies Linden Venture, Limited Partnership), a Delaware
limited partnership, who I am satisfied is the person who signed this
instrument, and he acknowledged that he signed, sealed with the corporate seal,
and delivered the same as such officer aforesaid, and that this instrument is
the voluntary act and deed of such corporation, on behalf of Cogen Technologies
Linden Venture, L.P.
Given under my hand and seal of office this 1st day of March, 1994.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public in and for the
State of Texas
My Commission Expires: July 27, 1997
[NOTARY SEAL]