Exhibit 10.2
A MENDMENT N O . 2 TO
E QUIPMENT O PERATING L EASE A GREEMENT
Dated as of March 24,
2006
between
U.S. B ANK N ATIONAL A SSOCIATION ,
not in its individual capacity except
as expressly provided herein, but
solely as Owner Trustee,
as Lessor
and
O LD D
OMINION E LECTRIC C OOPERATIVE ,
as Lessee
C LOVER U NIT 1
G ENERATING
F ACILITY
A ND
C OMMON F ACILITIES
AMENDMENT NO. 2 TO EQUIPMENT
OPERATING LEASE AGREEMENT
This AMENDMENT NO. 2 TO EQUIPMENT
OPERATING LEASE AGREEMENT, dated as of March 24, 2006 (this
“Amendment No. 2”), between U.S. BANK NATIONAL
ASSOCIATION, a national banking association, not in its individual
capacity except as expressly provided herein, but solely as
successor to State Street Bank and Trust Company as Owner Trustee
(the “Lessor”), and OLD DOMINION ELECTRIC COOPERATIVE,
a utility aggregation cooperative organized under the laws of the
Commonwealth of Virginia (the “Lessee”).
WHEREAS, the Lessor and the Lessee
entered into an Equipment Operating Lease Agreement, dated as of
February 29, 1996, as amended by Amendment No. 1 to
Equipment Operating Lease Agreement, dated as of December 19,
2002 (as amended and in effect from time to time, the
“Equipment Operating Lease”), relating to the lease of
the Equipment Interest from the Lessor to the Lessee;
WHEREAS, the parties hereto wish to
amend the Equipment Operating Lease as set forth herein in
connection with the refinancing of Loan Certificates pursuant to
Section 10.3 of the Participation Agreement referred to
below.
NOW, THEREFORE, in consideration of
the foregoing premises and of other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. DEFINED TERMS
Capitalized terms used in this
Amendment No. 2 (including the recitals) and not otherwise
defined herein shall have the respective meanings specified in the
Equipment Operating Lease or, if not defined therein, in
Appendix A to the Participation Agreement, dated as of
February 29, 1996, among the Lessee, the Lessor, First Union
National Bank of Florida (“First Union”) and
Utrecht-America Finance Co., as amended by (i) Amendment
No. 1 to Participation Agreement, dated as of
December 19, 2002, among such parties and Cedar Hill
International Corp., as the Series B Lender, (ii) Amendment
No. 2 to Participation Agreement, dated as of
December 31, 2004, among such parties, and
(iii) Amendment No. 3 to Participation Agreement, dated
as of March 24, 2006, among such parties (other than Cedar
Hill International Corp.) and FGIC Capital Services LLC, as the
Series B Lender (as amended and in effect from time to time, the
“Participation Agreement”).
SECTION 2. AMENDMENTS
Section 2.1 Amendment to
Section 1. Section 1 of the Equipment Operating Lease
is amended to delete the word “hereto” in the first
sentenc
