SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1996
Commission File Number 33-95928
LS Power Funding Corporation
(Exact name of registrant as specified in its charter)
Delaware 81-0502366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
402 East Main Street, Bozeman, MT 59715, (406) 587-7397
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 81-0493289
Delaware 81-0493287
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Numbers)
402 East Main Street, Bozeman, MT 59715, (406) 587-6325
402 East Main Street, Bozeman, MT 59715, (406) 587-6122
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
1
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Form 10-Q Index
Page
PART I
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 3
PART II
Item 1. Legal Proceedings 3
Item 2. Changes in Securities 4
Item 3. Defaults Upon Senior Securities 4
Item 4. Submission of Matters to a Vote of
Security Holders 4
Item 5. Other Information 4
Item 6. Exhibits and Reports on Form 8-K 4
Signatures 5
Financial Statement Index F-1
Exhibits Index EI-1
2
<PAGE>
PART I/ITEM 1. FINANCIAL STATEMENTS
See financial statements commencing at F-1. These unaudited financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted. While LS Power Funding Corporation ("Funding"),
LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited
Partnership ("Whitewater" and, together with Cottage Grove, the
"Partnerships") believe that the disclosures made are adequate to make the
information presented not misleading, these financial statements should be
read in conjunction with the audited financial statements included in the
Annual Report on Form 10-K for the year ended December 31, 1995, filed by
Funding, Cottage Grove and Whitewater.
PART I/ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Since their formation in 1993, the Partnerships have been developing and
constructing their respective power plants and have generated no operating
revenues or expenses.
Cottage Grove
For the three months ended June 30, 1996, Cottage Grove capitalized
construction costs totaling approximately $24,364,000. At June 30, 1996,
Cottage Grove's investments held by trustee totaled $74,649,599, of which
$6,043,000 was held in a fund reserved for debt service, and $9,204,224 was
held in a contingency fund to pay for project cost overruns. Cottage Grove
transferred $152,592 from the contingency fund during the second quarter of
1996 to fund cost overruns.
Whitewater
For the three months ended June 30, 1996, Whitewater capitalized
construction costs totaling approximately $27,397,000. At June 30, 1996,
Whitewater's investments held by trustee totaled $86,194,206, of which
$6,900,000 was held in a fund reserved for debt service, and $10,423,134 was
held in a contingency fund to pay for project cost overruns. Whitewater
transferred $53,294 from the contingency fund during the second quarter of
1996 to fund cost overruns.
PART II/ITEM 1. LEGAL PROCEEDINGS
Neither Funding nor Cottage Grove is a party to any legal proceedings.
Whitewater
A series of decisions of the Wisconsin Public Service Commission ("WPSC")
selecting the gas-fired cogeneration facility to be located in Whitewater,
Wisconsin (the "Whitewater Project") and approving the power sales contract
were challenged. See Whitewater's Annual Report on Form 10-K for the year
ended December 31, 1995 for a description of the litigation to which
Whitewater is a party. In a decision dated May 23, 1996, a three-judge panel
of the Wisconsin Court of Appeals, District 4 (the "Court") affirmed the
Circuit Court, Dane County's decision in all respects relevant to the WPSC's
selection of the Whitewater Project as the winning project. Repap Wisconsin,
Inc., the appellant, subsequently petitioned the Wisconsin Supreme Court
requesting further review of the case, which petition was denied by the
Wisconsin Supreme Court on July 29, 1996.
3
<PAGE>
PART II/ITEM 2. CHANGES IN SECURITIES
None.
PART II/ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
PART II/ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II/ITEM 5. OTHER INFORMATION
None.
PART II/ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See the Exhibits Index at EI-1.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.
4
<PAGE>
SIGNATURES: Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
of the undersigned thereunto duly authorized.
LS POWER FUNDING CORPORATION
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: August 12, 1996
LSP-COTTAGE GROVE, L.P.
By: LSP-Cottage Grove, Inc.
Its: General Partner
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: August 12, 1996
LSP-WHITEWATER LIMITED PARTNERSHIP
By: LSP-Whitewater I, Inc.
Its: General Partner
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: August 12, 1996
5
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Financial Statement Index
Page
LS POWER FUNDING CORPORATION
Balance sheets as of June 30, 1996 and December 31, 1995 . . . . . F-2
Statements of operations for the three months ended
June 30, 1996, the six months ended June 30, 1996, and
the period from Inception (June 23, 1995) to June 30, 1995 . . . F-3
Statements of cash flows for the six months ended
June 30, 1996, and the period from Inception
(June 23, 1995) to June 30, 1995 . . . . . . . . . . . . . . . . F-4
Notes to financial statements . . . . . . . . . . . . . . . . . . F-5
LSP-COTTAGE GROVE, L.P.
Balance sheets as of June 30, 1996 and December 31, 1995 . . . . . F-6
Statements of cash flows for the six months ended
June 30, 1996 and 1995, and the period from Inception
(December 14, 1993) to June 30, 1996 . . . . . . . . . . . . . . F-7
Notes to financial statements . . . . . . . . . . . . . . . . . . F-8
LSP-WHITEWATER LIMITED PARTNERSHIP
Balance sheets as of June 30, 1996 and December 31, 1995 . . . . . F-9
Statements of cash flows for the six months ended
June 30, 1996 and 1995, and the period from Inception
(December 14, 1993) to June 30, 1996 . . . . . . . . . . . . . . F-10
Notes to financial statements . . . . . . . . . . . . . . . . . . F-11
F-1
<PAGE>
LS POWER FUNDING CORPORATION
BALANCE SHEETS
June 30, December 31,
1996 1995
ASSETS
CURRENT ASSET - Cash $ 1,000 $ 1,000
INVESTMENT IN FIRST MORTGAGE BONDS 332,000,000 332,000,000
Total Assets $332,001,000 $332,001,000
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITY - Senior Secured Bonds Payable $332,000,000 $332,000,000
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 1,000 shares authorized,
100 shares issued and outstanding 1 1
Additional paid-in capital 999 999
Total Stockholders' Equity 1,000 1,000
Total Liabilities and Stockholders' Equity $332,001,000 $332,001,000
See accompanying notes to financial statements.
F-2
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF OPERATIONS
Three Months Six Months From Inception
Ended Ended (June 23, 1995)
June 30, 1996 June 30, 1996 to June 30, 1995
Interest Income $6,471,549 $12,943,098 $---
Interest Expense 6,471,549 12,943,098 ---
Net Income (Loss) $ --- $ --- $---
See accompanying notes to financial statements.
F-3
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF CASH FLOWS
Six Months From Inception
Ended (June 23, 1995)
June 30, 1996 to June 30, 1995
Cash Flows From Operating Activities $ --- $ ---
Cash Flows From Investing Activities:
Investment in First Mortgage Bonds --- (332,000,000)
Cash used by investing activities --- (332,000,000)
Cash Flows From Financing Activities:
Proceeds from Senior Secured Bonds --- 332,000,000
Proceeds from sale of common stock --- 1,000
Cash provided by financing activities --- 332,001,000
Increase in cash --- 1,000
Cash, beginning of period 1,000 ---
Cash, end of period $1,000 $ 1,000
See accompanying notes to financial statements.
F-4
<PAGE>
LS POWER FUNDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of June 30, 1996, and the statements of operations and
cash flows for the periods ended June 30, 1996 and 1995 have been prepared by
LS Power Funding Corporation ("Funding"), without audit. In the opinion of
management, these financial statements include all adjustments (consisting of
normal recurring adjustments) necessary to present fairly its financial
position as of June 30, 1996, and the results of its operations and its cash
flows for the periods ended June 30, 1996 and 1995.
Funding was established on June 23, 1995; therefore, statements of
operations and cash flows for the period from June 23, 1995 to June 30, 1995
are presented.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. While Funding believes that the
disclosures made are adequate to make the information presented not
misleading, these financial statements should be read in conjunction with
Funding's audited financial statements included in Funding's Annual Report
on Form 10-K for the year ended December 31, 1995.
2. ORGANIZATION
Funding was established on June 23, 1995 as a special purpose Delaware
corporation to issue debt securities in connection with financing
construction of two gas fired cogeneration facilities, one located in
Cottage Grove, Minnesota (the "Cottage Grove Project") and the other located
in Whitewater, Wisconsin (the "Whitewater Project"). LSP-Cottage Grove, L.P.
("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater") are
Delaware limited partnerships established to develop, finance, construct, own,
operate and manage the facilities at Cottage Grove and Whitewater,
respectively. Cottage Grove and Whitewater each own 50% of the outstanding
stock of Funding. Funding's sole business activities are limited to
maintaining its organization and activities necessary pursuant to the
offering of debt securities and its acquisition of debt securities issued by
Cottage Grove and Whitewater.
3. WHITEWATER LITIGATION
A series of decisions of the Wisconsin Public Service Commission ("WPSC")
selecting the Whitewater Project and approving the power sales contract were
challenged. The Dane County Wisconsin Circuit Court and the Wisconsin Court
of Appeals (District 4) have each affirmed the WPSC's decisions in all respects
material to the Whitewater Project. However, the Wisconsin Court of Appeals'
decision and the WPSC's issuance of the Certificate of Public Convenience and
Necessity ("CPCN") have both been appealed. If either appeal is successful,
the outcome could cause the power sales contract to be terminated and the
CPCN to be revoked. Any of these results could have a material adverse effect
on Whitewater's ability to make payments on its debt securities. Whitewater
does not expect that any of the appeals will ultimately be decided by the
court against the WPSC. However, the ultimate resolution of these matters
cannot presently be determined.
F-5
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
BALANCE SHEETS
June 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS:
Cash $ 90,825 $ 55,030
Other current assets --- 12,926
Total Current Assets 90,825 67,956
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 74,649,599 111,303,563
PLANT, PROPERTY AND EQUIPMENT 80,569,206 42,719,871
DEBT ISSUANCE AND FINANCING COSTS 6,894,563 6,859,575
OTHER ASSETS 500 500
Total Assets $162,204,693 $160,951,465
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITY - Accounts payable $ 7,203,693 $ 5,950,465
FIRST MORTGAGE BONDS PAYABLE 155,000,000 155,000,000
Total Liabilities 162,203,693 160,950,465
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $162,204,693 $160,951,465
See accompanying notes to financial statements.
F-6
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
STATEMENTS OF CASH FLOWS
December 14,
1993 (inception)
Six Months Ended June 30, to June 30,
1996 1995 1996
Cash Flows From Investing
Activities:
Acquisition of land and
improvements $ --- $ (93,514) $ (97,590)
Payments on construction
in progress (39,133,197) (15,781,187) (79,422,333)
Investments held by trustee --- (155,000,000) (155,000,000)
Investments drawn for
construction 39,322,340 22,742,356 86,732,386
Investment in LS Power
Funding Corporation --- (500) (500)
Cash provided by (used in)
investing activities 189,143 (148,132,845) (147,788,037)
Cash Flows From Financing
Activities:
Debt issuance and
financing costs (153,348) (6,767,655) (7,122,138)
Proceeds from First
Mortgage Bonds --- 155,000,000 155,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities (153,348) 148,232,345 147,878,862
Increase in cash 35,795 99,500 90,825
Cash, beginning of period 55,030 1,000 ---
Cash, end of period $ 90,825 $ 100,500 $ 90,825
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(37,849,335) $ (15,847,300) $ (80,471,616)
Amortization of debt
issuance and financing costs 118,360 --- 227,575
Interest income on
investments held by trustee (2,668,376) --- (6,381,985)
Decrease in other
current assets 12,926 --- ---
Increase in accounts payable 1,253,228 66,113 7,203,693
Payments on construction
in progress $(39,133,197) $ (15,781,187) $ (79,422,333)
See accompanying notes to financial statements.
F-7
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of June 30, 1996, and the statements of cash flows for
the periods ended June 30, 1996 and 1995 have been prepared by LSP-Cottage
Grove, L.P. (the "Partnership"), without audit. In the opinion of management,
these financial statements include all adjustments (consisting of normal
recurring adjustments) necessary to present fairly its financial position as
of June 30, 1996, and its cash flows for the periods ended June 30, 1996
and 1995.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. While the Partnership
believes that the disclosures made are adequate to make the information
presented not misleading, these financial statements should be read in
conjunction with the Partnership's audited financial statements included in
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. ORGANIZATION
The Partnership is a Delaware limited partnership that was formed on
December 14, 1993 to develop, finance, construct, own and operate a
gas-fired cogeneration facility with a design capacity of approximately 245
megawatts to be located in Cottage Grove, Minnesota (the "Cottage Grove
Project"). The Partnership holds a 50% equity ownership interest in LS Power
Funding Corporation ("Funding"), which was established on June 23, 1995 as a
special purpose Delaware corporation to issue debt securities in connection
with financing construction of the Cottage Grove Project and a similar
gas-fired cogeneration facility to be located in Whitewater, Wisconsin (the
"Whitewater Project"). On June 30, 1995, a portion of the proceeds from the
offering and sale of the debt securities issued by Funding was used to purchase
$155 million of debt securities issued simultaneously by the Partnership.
F-8
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
BALANCE SHEETS
June 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS:
Cash $ 66,664 $ 71,441
Other current assets 575 575
Total Current Assets 67,239 72,016
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 86,194,206 126,688,250
PLANT, PROPERTY AND EQUIPMENT 91,431,898 49,531,408
DEBT ISSUANCE AND FINANCING COSTS 6,991,588 6,958,788
OTHER ASSETS 500 500
Total Assets $184,685,431 $183,250,962
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITY - Accounts payable $ 7,684,431 $ 6,249,962
FIRST MORTGAGE BONDS PAYABLE 177,000,000 177,000,000
Total Liabilities 184,684,431 183,249,962
CONTINGENCIES
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $184,685,431 $183,250,962
See accompanying notes to financial statements.
F-9
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
STATEMENTS OF CASH FLOWS
December 14,
1993 (inception)
Six Months Ended June 30, to June 30,
1996 1995 1996
Cash Flows From
Investing Activities:
Acquisition of land
and improvements $ (2,146,986) $ (1,390,067) $ (3,538,281)
Deposits for land purchase 2,001,221 (1,950,000) ---
Payments on construction
in progress (43,223,420) (22,173,165) (87,207,521)
Investments held by trustee --- (177,000,000) (177,000,000)
Investments drawn for
construction 43,517,756 32,481,930 98,035,405
Investment in LS Power
Funding Corporation --- (500) (500)
Cash provided by (used in)
investing activities 148,571 (170,031,802) (169,710,897)
Cash Flows From
Financing Activities:
Debt issuance and
financing costs (153,348) (6,868,698) (7,223,439)
Proceeds from First
Mortgage Bonds --- 177,000,000 177,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities (153,348) 170,131,302 169,777,561
Increase (decrease) in cash (4,777) 99,500 66,664
Cash, beginning of period 71,441 1,000 ---
Cash, end of period $ 66,664 $ 100,500 $ 66,664
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(41,754,725) $ (22,223,371) $ (87,893,617)
Amortization of debt
issuance and financing costs 120,548 --- 231,851
Interest income on
investments held by trustee (3,023,712) --- (7,229,611)
Increase in other
current assets --- --- (575)
Increase in accounts payable 1,434,469 50,206 7,684,431
Payments on construction
in progress $(43,223,420) $ (22,173,165) $ (87,207,521)
See accompanying notes to financial statements.
F-10
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of June 30, 1996, and the statements of cash flows for
the periods ended June 30, 1996 and 1995 have been prepared by LSP-Whitewater
Limited Partnership (the "Partnership"), without audit. In the opinion of
management, these financial statements include all adjustments (consisting of
normal recurring adjustments) necessary to present fairly its financial
position as of June 30, 1996, and its cash flows for the periods ended
June 30, 1996 and 1995.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. While the Partnership believes
that the disclosures made are adequate to make the information presented not
misleading, these financial statements should be read in conjunction with the
Partnership's audited financial statements included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1995.
2. ORGANIZATION
The Partnership is a Delaware limited partnership that was formed on
December 14, 1993 to develop, finance, construct, own and operate a gas-fired
cogeneration facility with a design capacity of approximately 245 megawatts
to be located in Whitewater, Wisconsin (the "Whitewater Project").
The Partnership holds a 50% equity ownership interest in LS Power Funding
Corporation ("Funding"), which was established on June 23, 1995 as a special
purpose Delaware corporation to issue debt securities in connection with
financing construction of the Whitewater Project and a similar gas-fired
cogeneration facility to be located in Cottage Grove, Minnesota (the "Cottage
Grove Project"). On June 30, 1995, a portion of the proceeds from the offering
and sale of the debt securities issued by Funding was used to purchase $177
million of debt securities issued simultaneously by the Partnership.
3. LEGAL PROCEEDINGS
A series of decisions of the Wisconsin Public Service Commission ("WPSC")
selecting the Whitewater Project and approving the power sales contract were
challenged. The Dane County Wisconsin Circuit Court and the Wisconsin Court
of Appeals (District 4) have each affirmed the WPSC's decisions in all
respects material to the Whitewater Project. However, the Wisconsin Court of
Appeals' decision and the WPSC's issuance of the Certificate of Public
Convenience and Necessity ("CPCN") have both been appealed. If either appeal
is successful, the outcome could cause the power sales contract to be
terminated and the CPCN to be revoked. Any of these results could have a
material adverse effect on Whitewater's ability to make payments on its debt
securities. Whitewater does not expect that any of the appeals will
ultimately be decided by the court against the WPSC. However, the ultimate
resolution of these matters cannot presently be determined.
F-11
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Exhibits Index
Exhibit No. Description
3.4.1 ----- Amendment No. 1 to Cottage Grove Partnership Agreement
EI-1
<PAGE>
EXHIBIT 3.4.1
AMENDMENT NO. 1
TO
COTTAGE GROVE PARTNERSHIP AGREEMENT
This Amendment No. 1 to Cottage Grove Partnership Agreement (the"Amendment")
is entered into as of June 18, 1996, among LSP-Cottage Grove, Inc. ("LSP"),
Granite Power Partners, L.P. ("Granite Power") and TPC Cottage Grove, Inc.
("TPC").
WHEREAS, in accordance with Section 4.3(a) of the Participation Agreement
dated as of November 23, 1994, as amended, between Granite Power and Tomen
Power Corporation, Granite Power and TPC agreed to adjust their initial
Partnership Interests to 72.22% and 26.78%, respectively; and
WHEREAS, the parties hereto desire to amend the Amended and Restated Limited
Partnership Agreement of LSP-Cottage Grove, L.P. dated as of June 30, 1995
(the "Agreement") to reflect such adjustment of the initial Partnership
Interests of Granite Power and TPC.
NOW, THEREFORE, in consideration of the premises, the parties hereby agree
to and hereby do amend the Agreement as follows:
1. Exhibit A to the Agreement is amended and restated to read as set forth on
Annex I to this Amendment.
2. This Amendment shall be governed by and interpreted in accordance with the
laws of the state of Delaware.
3. This Amendment may be signed in any number of counterparts. Any single
counterpart or a set of counterparts signed, in either case, by all the
parties hereto shall constitute a full and original agreement for all
purposes.
4. Except as amended by this Amendment, the Agreement shall remain in full
force and effect.
<PAGE>
IN WITNESS WHEREOF, parties hereto have caused this Amendment to be executed
by their duly authorized representatives as of the date first written above.
GENERAL PARTNER:
LSP-COTTAGE GROVE, INC.
By: /s/ Mikhail Segal
Name: Mikhail Segal
Title: Managing Director
LIMITED PARTNERS:
GRANITE POWER PARTNERS, L. P.
by its general partner
LS POWER CORPORATION
By: /s/ Mikhail Segal
Name: Mikhail Segal
Title: Managing Director
TPC COTTAGE GROVE, INC.
By: /s/ Masahiro Ishii
Name: Masahiro Ishii
Title: Executive Vice President
<PAGE>
ANNEX I
EXHIBIT A - REVISION NO. 1
PARTNERS' PERCENTAGE INTERESTS
Partner Percentage Interest
General Partner
LSP-Cottage Grove, Inc. 1%
Limited Partners
Granite Power Partners, L.P. 72.22%
TPC-Cottage Grove, Inc. 26.78%
Total 100%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LS POWER FUNDING CORPORATION AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LS POWER FUNDING CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 332,000,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 332,001,000
<CURRENT-LIABILITIES> 0
<BONDS> 332,000,000
0
0
<COMMON> 1
<OTHER-SE> 999
<TOTAL-LIABILITY-AND-EQUITY> 332,001,000
<SALES> 0
<TOTAL-REVENUES> 12,943,098
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,943,098
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF LSP-COTTAGE GROVE, L.P. AS OF AND FOR THE SIX MONTHS ENDED JUNE
30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LSP-COTTAGE GROVE, L.P.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 90,825
<SECURITIES> 74,649,599
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 90,825
<PP&E> 80,569,206
<DEPRECIATION> 0
<TOTAL-ASSETS> 162,204,693
<CURRENT-LIABILITIES> 7,203,693
<BONDS> 155,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 162,204,693
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF LSP-WHITEWATER LIMITED PARTNERSHIP AS OF AND FOR THE SIX MONTHS
ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LSP-WHITEWATER LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 66,664
<SECURITIES> 86,194,206
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67,239
<PP&E> 91,431,898
<DEPRECIATION> 0
<TOTAL-ASSETS> 184,685,431
<CURRENT-LIABILITIES> 7,684,431
<BONDS> 177,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 184,685,431
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
