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 March 31, 1997
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
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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 3
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, 1996, 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 March 31, 1997, Cottage Grove capitalized
construction costs totaling approximately $11,178,000. At March 31, 1997,
Cottage Grove's investments held by trustee totaled $26,528,420, of which
$6,043,000 was held in a fund reserved for debt service, and $8,934,531 was
held in a contingency fund to pay for project cost overruns. Cottage Grove
transferred $250,000 from the contingency fund during the first quarter of
1997 to fund estimated increases to budgeted construction costs.
On April 25, 1997, Cottage Grove received an equity contribution of
$18,167,000 from TPC Cottage Grove, Inc. The funds were deposited with
Cottage Grove's trustee and were available upon deposit for payment of Cottage
Grove project costs.
Whitewater
For the three months ended March 31, 1997, Whitewater capitalized
construction costs totaling approximately $10,817,000. At March 31, 1997,
Whitewater's investments held by trustee totaled $25,640,373, of which
$6,900,000 was held in a fund reserved for debt service, and $9,976,456 was
held in a contingency fund to pay for project cost overruns. Whitewater
transferred $250,000 from the contingency fund during the first quarter of
1997 to fund estimated increases to budgeted construction costs.
On April 25, 1997, Whitewater received an equity contribution of
$20,556,000 from TPC Whitewater, Inc. The funds were deposited with
Whitewater's trustee and were available upon deposit for payment of Whitewater
project costs.
PART II/ITEM 1. LEGAL PROCEEDINGS
During the first quarter of 1997, Funding, Cottage Grove and Whitewater
have not been parties to any material legal proceedings.
PART II/ITEM 2. CHANGES IN SECURITIES
None.
3
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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: May 12, 1997
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: May 12, 1997
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: May 12, 1997
5
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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 March 31, 1997 and December 31, 1996 . . . . .F-2
Statements of operations for the three months ended
March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . .F-3
Statements of cash flows for the three months ended
March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . .F-4
Notes to financial statements . . . . . . . . . . . . . . . . . . .F-5
LSP-COTTAGE GROVE, L.P.
Balance sheets as of March 31, 1997 and December 31, 1996 . . . . .F-6
Statements of cash flows for the three months ended
March 31, 1997 and 1996, and the period from Inception
(December 14, 1993) to March 31, 1997 . . . . . . . . . . . . . .F-7
Notes to financial statements . . . . . . . . . . . . . . . . . . .F-8
LSP-WHITEWATER LIMITED PARTNERSHIP
Balance sheets as of March 31, 1997 and December 31, 1996 . . . . .F-9
Statements of cash flows for the nine months ended
March 31, 1997 and 1996, and the period from Inception
(December 14, 1993) to March 31, 1997 . . . . . . . . . . . . . F-10
Notes to financial statements . . . . . . . . . . . . . . . . . . F-11
F-1
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LS POWER FUNDING CORPORATION
BALANCE SHEETS
March 31, December 31,
1997 1996
ASSETS
CURRENT ASSETS:
Cash $ 1,000 $ 1,000
Accrued interest receivable
on First Mortgage Bonds 6,471,549 ---
Total Current Assets 6,472,549 1,000
INVESTMENT IN FIRST MORTGAGE BONDS 332,000,000 332,000,000
Total Assets $338,472,549 $332,001,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITY - Interest payable on
Senior Secured Bonds $ 6,471,549 $ ---
SENIOR SECURED BONDS PAYABLE 332,000,000 332,000,000
Total Liabilities 338,471,549 332,000,000
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 $338,472,549 $332,001,000
See accompanying notes to financial statements.
F-2
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended March 31,
1997 1996
Interest Income $6,471,549 $6,471,549
Interest Expense 6,471,549 6,471,549
Net Income (Loss) $ --- $ ---
See accompanying notes to financial statements.
F-3
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
1997 1996
Cash Flows From Operating Activities $ --- $ ---
Cash Flows From Investing Activities --- ---
Cash Flows From Financing Activities --- ---
Increase (decrease) in cash --- ---
Cash at beginning of period 1,000 1,000
Cash at 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 March 31, 1997, and the statements of operations and
cash flows for the three months ended March 31, 1997 and 1996 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 March 31, 1997, and the results of its operations and
its cash flows for the three months ended March 31, 1997 and 1996.
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, 1996.
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.
F-5
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
BALANCE SHEETS
March 31, December 31,
1997 1996
ASSETS
CURRENT ASSETS - Cash $ 106,048 $ 103,224
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 26,528,420 28,108,244
PLANT, PROPERTY AND EQUIPMENT 136,774,918 125,596,814
DEBT ISSUANCE AND FINANCING COSTS 6,710,878 6,773,753
OTHER ASSETS 500 500
Total Assets $170,120,764 $160,582,535
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 12,098,407 $ 5,581,535
Interest payable on First Mortgage Bonds 3,021,357 ---
Total Current Liabilities 15,119,764 5,581,535
FIRST MORTGAGE BONDS PAYABLE 155,000,000 155,000,000
Total Liabilities 170,119,764 160,581,535
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $170,120,764 $160,582,535
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)
Three Months Ended March 31, to March 31,
1997 1996 1997
Cash Flows From Investing
Activities:
Acquisition of land and
improvements $ --- $ --- $ (97,590)
Payments on construction
in progress (1,935,995) (14,768,841) (129,382,119)
Investments held by trustee --- --- (155,000,000)
Investments drawn
for construction 1,938,819 4,963,241 136,707,396
Investment in LS Power
Funding Corporation --- --- (500)
Cash provided by (used in)
investing activities 2,824 194,400 (147,772,813)
Cash Flows From Financing
Activities:
Debt issuance and
financing costs --- (153,348) (7,122,139)
Proceeds from First
Mortgage Bonds --- --- 155,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities --- (153,348) 147,878,861
Increase in cash 2,824 41,052 106,048
Cash, beginning of period 103,224 55,030 ---
Cash, end of period $ 106,048 $ 96,082 $ 106,048
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(11,178,104) $(15,478,541) $(136,677,328)
Amortization of debt issuance
and financing costs 62,875 60,327 411,261
Interest income on investments
held by trustee (358,995) (1,435,626) (8,235,816)
Decrease in other current assets --- 12,926 ---
Increase (decrease) in
accounts payable 6,516,872 (949,283) 12,098,407
Increase in accrued
interest payable 3,021,357 3,021,356 3,021,357
Payments on construction
in progress $ (1,935,995) $(14,768,841) $(129,382,119)
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 March 31, 1997, and the statements of cash flows for
the periods ended March 31, 1997 and 1996 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 March 31, 1997, and its cash flows for the periods ended March 31, 1997 and
1996.
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, 1996.
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
March 31, December 31,
1997 1996
ASSETS
CURRENT ASSETS:
Cash $ 289,846 $ 101,114
Other current assets 575 575
Total Current Assets 290,421 101,689
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 25,640,373 34,414,528
PLANT, PROPERTY AND EQUIPMENT 160,049,433 149,232,431
DEBT ISSUANCE AND FINANCING COSTS 6,804,550 6,868,561
OTHER ASSETS 500 500
Total Assets $192,785,277 $190,617,709
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 12,334,085 $ 13,616,709
Interest payable on First Mortgage Bonds 3,450,192 ---
Total Current Liabilities 15,784,277 13,619,709
FIRST MORTGAGE BONDS PAYABLE 177,000,000 177,000,000
Total Liabilities 192,784,277 190,616,709
CONTINGENCIES
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $192,785,277 $190,617,709
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)
Three Months Ended March 31, to March 31,
1997 1996 1997
Cash Flows From Investing
Activities:
Acquisition of land
and improvements $ --- $ (145,765) $ (3,538,281)
Payments on construction
in progress (8,970,189) (15,826,498) (149,700,928)
Investments held by trustee --- --- (177,000,000)
Investments drawn for
construction 9,158,921 16,140,034 160,751,995
Investment in LS Power
Funding Corporation --- --- (500)
Cash provided by (used in)
investing activities 188,732 167,771 (169,487,714)
Cash Flows From Financing
Activities:
Debt issuance and
financing costs --- (153,348) (7,223,440)
Proceeds from First
Mortgage Bonds --- --- 177,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities --- (153,348) 169,777,560
Increase in cash 188,732 14,423 289,846
Cash, beginning of period 101,114 71,441 ---
Cash, end of period $ 289,846 $ 85,864 $ 289,846
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(10,817,002) $(16,738,024) $(156,511,152)
Amortization of debt
issuance and financing costs 64,011 61,433 418,890
Interest income on
investments held by trustee (384,766) (1,635,639) (9,392,368)
Increase in other current assets --- --- (575)
Increase (decrease) in
accounts payable (1,282,624) (964,460) 12,334,085
Increase in accrued
interest payable 3,450,192 3,450,192 3,450,192
Payments on construction
in progress $ (8,970,189) $(15,826,498) $(149,700,928)
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 March 31, 1997, and the statements of cash flows for
the periods ended March 31, 1997 and 1996 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 March 31, 1997, and its cash flows for the periods ended
March 31, 1997 and 1996.
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, 1996.
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.
F-11
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Exhibits Index
Exhibit No. Description
3.1. Certificate of Incorporation of LS Power Funding Corporation.*
3.2. Bylaws of LS Power Funding Corporation.*
3.3. Certificated of Limited Partnership of LSP-Cottage Grove, L.P.*
3.4. Amended and Restated Partnership Agreement dated as of June 30,
1995 among LSP-Cottage Grove, Inc., Granite Power Partners, L.P.
and TPC Cottage Grove, Inc.*
3.4.1 Amendment #1 to Cottage Grove Partnership Agreement.****
3.5. Certificate of Limited Partnership of LSP-Whitewater Limited
Partnership.*
3.6. Amended and Restated Partnership Agreement dated as of June 30, 1995
among LSP-Whitewater I, Inc., Granite Power Partners, L.P. and TPC
Whitewater, Inc.*
4.1. Trust Indenture dated as of May 1, 1995 by and among LS Power
Funding Corporation and IBJ Schroder Bank & Trust Company, as
Trustee, with respect to the Senior Secured Bonds (as supplemented by
the First Supplemental Indenture dated as of May 1, 1995 by and among
LS Power Funding Corporation and IBJ Schroder Bank & Trust
Company, as Trustee).*
4.2. Trust Indenture dated as of May 1, 1995 by and among LSP-Cottage
Grove, L.P. and IBJ Schroder Bank & Trust Company, as Trustee, with
respect to the Cottage Grove First Mortgage Bonds (as supplemented by
the First Supplemental Indenture dated as of May 1, 1995 by and among
LSP-Cottage Grove, L.P. and IBJ Schroder Bank & Trust Company, as
Trustee).*
4.3. Trust Indenture dated as of May 1, 1995 by and among LSP-Whitewater
Limited Partnership and IBJ Schroder Bank & Trust Company, as
Trustee, with respect to the Whitewater First Mortgage Bonds (as
supplemented by the First Supplemental Indenture dated as of May 1,
1995 by and among LSP-Whitewater Limited Partnership and IBJ
Schroder Bank & Trust Company, as Trustee).*
4.4. Registration Rights Agreement dated as of June 30, 1995 by and among
Chase Securities, Inc., Morgan Stanley & Co. Incorporated, LS Power
Funding Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater
Limited Partnership.*
4.5. Form of Senior Secured Bond (included in Exhibit 4.1).*
4.6. Form of Cottage Grove First Mortgage Bond (included in Exhibit 4.2).*
4.7. Form of Whitewater First Mortgage Bond (included in Exhibit 4.3).*
EI-1
<PAGE>
Exhibit No. Description
LS Power Funding Corporation Agreements
10.20. Agency Agreement dated May 1, 1995 between LS Power Funding
Corporation and LSP-Cottage Grove, L.P.*
10.21. Agency Agreement dated May 1, 1995 between LS Power Funding
Corporation and LSP-Whitewater Limited Partnership.*
10.22. Security Agreement (related to Cottage Grove) dated as of May 1,
1995 between LS Power Funding Corporation and IBJ Schroder Bank
& Trust Company, as Trustee.*
10.23. Security Agreement (related to Whitewater) dated as of May 1, 1995
between LS Power Funding Corporation and IBJ Schroder Bank &
Trust Company, as Trustee.*
LSP-Cottage Grove, L.P. Agreements
10.24. Equity Contribution Agreement dated June 30, 1995 among
LSP-Cottage Grove, L.P., TPC Cottage Grove, Inc. and The Chase
Manhattan Bank (National Association), as depositary agent.*
10.25. Collateral Agency and Intercreditor Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., the L/C Facility Agent (as
defined therein), the Working Capital Agent (as defined therein),
each Permitted Counterparty under any Interest Rate Protection
Agreement (as defined therein), each Additional Permitted Debt Agent
(as defined therein), IBJ Schroder Bank & Trust Company, as trustee,
the Other Representatives (as defined therein) and The Chase
Manhattan Bank (National Association), as depositary agent, and as
collateral agent.*
10.26. Deposit and Disbursement Agreement dated as of May 1, 1995 among
LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent, and as depositary agent.*
10.27. Credit Agreement dated as of May 1, 1995 among LSP-Cottage Grove,
L.P., the lenders party thereto and The Chase Manhattan Bank
(National Association), as agent.*
10.27.1 Instrument of Assignment, Resignation, Appointment, Acceptance and
Designation dated as of December 31, 1995 among The Chase
Manhattan Bank (National Association), Dresdner Bank AG, New
York and Grand Cayman Branches, and LSP-Cottage Grove, L.P.***
10.27.2 Amendment No. 1 to Credit Agreement dated as of December 31,
1995 among LSP-Cottage Grove, L.P. and Dresdner Bank AG, New
York Branch, as agent.***
10.28. Assignment and Security Agreement dated as of May 1, 1995 between
LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.29. Pledge Agreement dated as of May 1, 1995 between LSP-Cottage
Grove, L.P. and IBJ Schroder Bank & Trust Company, as trustee.*
EI-2
<PAGE>
Exhibit No. Description
10.30. Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing dated as of May 1, 1995 between
LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent, for the benefit of IBJ Schroder
Bank & Trust Company, as trustee.*
10.31. Mortgage, Assignment of Rents, Security Agreement and Fixture
Filing dated as of May 1, 1995 between LSP-Cottage Grove,
L.P. and The Chase Manhattan Bank (National Association), as
collateral agent, for the benefit of The Chase Manhattan Bank
(National Association), as agent under the Credit Agreement.*
10.32. Subordinated Mortgage, Assignment of Rents, Security
Assignment and Fixture Filing dated as of May 1, 1995 by
LSP-Cottage Grove, L.P., as mortgagor, and Northern States
Power Company, as mortgagee.*
10.33. Subordinated Assignment and Security Agreement dated as of
May 1, 1995 between LSP-Cottage Grove, L.P. and Northern
States Power Company.*
10.34. Power Purchase Agreement dated as of May 9, 1994 between
Northern States Power Company and LSP-Cottage Grove, L.P.*
10.35. Letter Agreement dated December 16, 1994 between Northern
States Power Company and LSP-Cottage Grove, L.P.*
10.36. Letter Agreement dated June 1, 1995 between Northern States
Power Company and LSP-Cottage Grove, L.P.*
10.37. Letter Agreement dated June 8, 1995 between Northern States
Power Company and LSP-Cottage Grove, L.P.*
10.38. Letter Agreement dated June 12, 1995 between Northern States
Power Company and LSP-Cottage Grove, L.P.*
10.39. Assignment dated as of November 23, 1994 between Granite
Power Partners, L.P. and LSP-Cottage Grove, L.P.*
10.40. Second Amended and Restated Turnkey Construction Agreement
dated as of April 11, 1995 between Westinghouse Electric
Corporation and LSP-Cottage Grove, L.P.**
10.41. Amended and Restated Operation and Maintenance Agreement
dated as of April 11, 1995 between Westinghouse Operating
Services Company, Inc. and LSP-Cottage Grove, L.P.**
10.42. Parts Agreement dated as of April 11, 1995 between Westinghouse
Electric Corporation and LSP-Cottage Grove, L.P.**
10.43. Management Services Agreement dated as of May 1, 1995
between LS Power Corporation and LSP-Cottage Grove, L.P.*
10.44. Second Amended and Restated Steam Supply Agreement dated as
of June 19, 1995 between the Minnesota Mining and
Manufacturing Company and LSP-Cottage Grove, L.P.*
EI-3
<PAGE>
Exhibit No. Description
10.45. Purchase and Sale Agreement dated September 30, 1994 between
the Minnesota Mining and Manufacturing Company and
LSP-Cottage Grove, L.P.*
10.46. Letter Agreement (land and easement) dated September 30, 1994
between the Minnesota Mining and Manufacturing Company and
LSP-Cottage Grove, L.P.*
10.47. Letter Agreement (side letter to steam agreement) dated
September 30, 1994 between the Minnesota Mining and
Manufacturing Company and LSP-Cottage Grove, L.P.*
10.48. Gas Sales Contract dated as of December 22, 1994 between
Natural Gas Clearinghouse and LSP-Cottage Grove, L.P.*
10.49. First Amendment to Gas Sales Contract dated as of April 18,
1995 between Natural Gas Clearinghouse and LSP-Cottage
Grove, L.P.*
10.50. Gas Sales Contract dated as of February 16, 1995 among Aquila
Energy Marketing Corporation, UtiliCorp United, Inc. and
LSP-Cottage Grove, L.P.*
10.51. First Amendment to Gas Sales Contract dated as of April 26,
1995 among Aquila Energy Marketing Corporation, UtiliCorp
United, Inc. and LSP-Cottage Grove, L.P.*
10.52. Amended and Restated Gas Supply Transportation Agreement
dated as of May 8, 1995 between Peoples Natural Gas Company
and LSP-Cottage Grove, L.P.*
10.53. Amended and Restated Cottage Grove Letter Agreement dated as
of April 10, 1995 between Northern Natural Gas Company,
Peoples Natural Gas Company and LSP-Cottage Grove, L.P.*
10.54. Firm Throughput Service Agreement (Northern Contract #24042)
dated April 25, 1995 between Northern Natural Gas Company and
LSP-Cottage Grove, L.P.*
10.55. Interruptible Throughput Service Agreement (Northern Contract #
24198) dated April 25, 1995 between Northern Natural Gas
Company and LSP-Cottage Grove, L.P.*
10.56. Interruptible Throughput Service Agreement (Northern Contract
#24199) dated April 25, 1995 between Northern Natural Gas
Company and LSP-Cottage Grove, L.P.*
10.57. Firm Deferred Delivery Service Agreement (Northern Contract
#23281) dated as of April 25, 1995 between Northern Natural
Gas Company and LSP-Cottage Grove, L.P.*
10.58. Interruptible Deferred Delivery Service Agreement (Northern
Contract #24203) dated as of April 25, 1995 between Northern
Natural Gas Company and LSP-Cottage Grove, L.P.*
10.59. Letter Agreement dated as of April 21, 1995 between Northern
Natural Gas Company and LSP-Cottage Grove, L.P.*
EI-4
<PAGE>
Exhibit No. Description
10.60. Limited Warranty Deed granted by Minnesota Mining and
Manufacturing Company to LSP-Cottage Grove, L.P. dated June
1, 1995.*
10.61. Consent and Agreement dated as of May 1, 1995 among Northern
States Power Company, LSP-Cottage Grove, L.P. and The Chase
Manhattan Bank (National Association), as collateral agent.*
10.62. Consent and Agreement dated as of May 1, 1995 among
Westinghouse Electric Corporation, LSP-Cottage Grove, L.P.
and The Chase Manhattan Bank (National Association), as
collateral agent.*
10.63. Consent and Agreement dated as of May 1, 1995 among
Westinghouse Operating Services Company, Inc., LSP-Cottage
Grove, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.64. Consent and Agreement dated as of May 1, 1995 among
Minnesota Mining and Manufacturing Company, LSP-Cottage
Grove, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.65. Consent and Agreement dated as of May 1, 1995 among Natural
Gas Clearinghouse, LSP-Cottage Grove,
L.P. and The Chase Manhattan Bank (National Association), as
collateral agent.*
10.66. Consent and Agreement dated as of May 1, 1995 among Aquila
Energy Marketing Corporation, UtiliCorp United, Inc.,
LSP-Cottage Grove, L.P. and The Chase Manhattan Bank
(National Association), as collateral agent.*
10.67. Consent and Agreement dated as of May 1, 1995 among Northern
Natural Gas Company, Peoples Natural Gas Company,
LSP-Cottage Grove, L.P. and The Chase Manhattan Bank
(National Association), as collateral agent.*
10.68. Consent and Agreement dated as of May 1, 1995 among Northern
Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase
Manhattan Bank (National Association), as collateral agent.*
10.69. Consent and Agreement dated as of May 1, 1995 among Peoples
Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase
Manhattan Bank (National Association), as collateral agent.*
10.70. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Westinghouse Electric Corporation.*
10.71. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Westinghouse Operating Services Company, Inc.*
10.72. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Aquila Energy Marketing Corporation.*
10.73. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Natural Gas Clearinghouse.*
EI-5
<PAGE>
Exhibit No. Description
10.74. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Northern Natural Gas Company.*
10.75. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company, Northern Natural Gas Company and Peoples Natural
Gas Company.*
10.76. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Peoples Natural Gas Company.*
10.77. Subordinated Creditor Consent and Agreement dated as of May 1,
1995 among LSP-Cottage Grove, L.P., Northern States Power
Company and Minnesota Mining and Manufacturing Company.*
10.78. Grants of Easement by Minnesota Mining and Manufacturing
Company to LSP-Cottage Grove, L.P., each dated May 30, 1994,
for the following: (i) Easterly Utilities, (ii) Westerly Utilities,
(iii) New Well, and (iv) Well Lines.*
10.79. Temporary Construction Easement granted by Minnesota Mining
and Manufacturing Company to LSP-Cottage Grove, L.P.*
10.80. Easements from Soo Line Railroad Company to LSP-Cottage
Grove, L.P., for Easterly and Westerly Railroad Crossroads, each
dated June 27, 1995.*
10.81. Assignments of Rights and Privileges dated June 12, 1995 by and
between Minnesota Mining and Manufacturing Company and
LSP-Cottage Grove, L.P.*
LSP-Whitewater Limited Partnership Agreements
10.82. Equity Contribution Agreement dated as of May 1, 1995 among
LSP-Whitewater Limited Partnership, TPC Whitewater, Inc. and
The Chase Manhattan Bank (National Association), as depositary
agent.*
10.83. Collateral Agency and Intercreditor Agreement dated as of May 1,
1995 among LSP-Whitewater Limited Partnership, the L/C
Facility Agent (as defined therein), the Working Capital Agent (as
defined therein), each Permitted Counterparty under any Interest
Rate Protection Agreement (as defined therein), each Additional
Permitted Debt Agent (as defined therein), IBJ Schroder Bank &
Trust Company, as trustee, the Other Representatives (as defined
therein) and The Chase Manhattan Bank (National Association), as
depositary agent, and as collateral agent.*
10.84. Deposit and Disbursement Agreement dated as of May 1, 1995
among LSP-Whitewater Limited Partnership and The Chase
Manhattan Bank (National Association), as collateral agent, and as
depositary agent.*
10.85. Credit Agreement dated as of May 1, 1995 among LSP-Whitewater
Limited Partnership, the lenders party thereto and The Chase
Manhattan Bank (National Association), as agent.*
EI-6
<PAGE>
Exhibit No. Description
10.85.1 Instrument of Assignment, Resignation, Appointment,
Acceptance and Designation dated as of December 31, 1995
among The Chase Manhattan Bank (National Association),
Dresdner Bank AG, New York and Grand Cayman Branches,
and LSP-Whitewater Limited Partnership.***
10.85.2 Amendment No. 1 to Credit Agreement dated as of December
31, 1995 among LSP-Whitewater Limited Partnership and
Dresdner Bank AG, New York Branch, as agent.***
10.86. Assignment and Security Agreement dated as of May 1, 1995
between LSP-Whitewater Limited Partnership and The Chase
Manhattan Bank (National Association), as collateral agent.*
10.87. Pledge Agreement dated as of May 1, 1995 between
LSP-Whitewater Limited Partnership and IBJ Schroder Bank &
Trust Company, as trustee.*
10.88 Mortgage, Assignment of Rents,Security Agreement and Fixture
Filing dated as of May 1, 1995 between LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent, for the benefit of IBJ Schroder
Bank & Trust Company, as trustee.*
10.89. Mortgage, Assignment of Rents, Security Agreement and Fixture
Filing dated as of May 1, 1995 between LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent, for the benefit of the Chase
Manhattan Bank (National Association), as agent under the Credit
Agreement.*
10.90. Subordinated Mortgage, Assignment of Rents, Security
Assignment and Fixture Filing dated as of May 1, 1995 by
LSP-Whitewater Limited Partnership, as mortgagor, and
Wisconsin Electric Power Company, as mortgagee.*
10.91. Subordinated Assignment and Security Agreement dated as of May
1, 1995 between LSP-Whitewater Limited Partnership and
Wisconsin Electric Power Company.*
10.92. Development Agreement dated as of November 23, 1994 between
City of Whitewater and LSP-Whitewater Limited Partnership.*
10.93. Power Purchase Agreement dated as of December 21, 1993
between Wisconsin Electric Power Company and LSP-Whitewater
Limited Partnership.*
10.94. Amendment to Power Purchase Agreement dated as of February
10, 1994 between Wisconsin Electric Power Company and
LSP-Whitewater Limited Partnership.*
10.95. Second Amendment to Power Purchase Agreement dated as of
October 5, 1994 between Wisconsin Electric Power Company
and LSP-Whitewater Limited Partnership.*
10.96. Third Amendment to Power Purchase Agreement dated as of May
5, 1995 between Wisconsin Electric Power Company and
LSP-Whitewater Limited Partnership.*
EI-7
<PAGE>
Exhibit No. Description
10.96.1 Fourth Amendment to Power Purchase Agreement dated as of
March 18, 1997 between Wisconsin Electric Power Company
and LSP-Whitewater Limited Partnership.
10.97. Interconnection Agreement dated as of May 12, 1995 between
Wisconsin Electric Power Company and LSP-Whitewater
Limited Partnership.*
10.98. Intentionally Omitted.
10.99. Assignment dated as of November 23, 1994 between Granite
Power Partners, L.P. and LSP-Whitewater Limited
Partnership.*
10.100 Second Amended and Restated Turnkey Construction Agreement
dated as of April 11, 1995 between Westinghouse Electric
Corporation and LSP-Whitewater Limited Partnership.**
10.101. Amended and Restated Operation and Maintenance Agreement
dated as of April 11, 1995 between Westinghouse Operating
Services Company, Inc. and LSP-Whitewater Limited
Partnership.**
10.102. Parts Agreement dated as of April 10, 1995 between
Westinghouse Electric Corporation and LSP-Whitewater Limited
Partnership.**
10.103. Management Services Agreement dated as of May 1, 1995
between LS Power Corporation and LSP-Whitewater Limited
Partnership.*
10.104. Steam Supply Agreement dated as of July 25, 1994 between the
Department of Administration of the State of Wisconsin and
LSP-Whitewater Limited Partnership.*
10.105. Greenhouse Hot Water Supply Agreement dated as of May 1,
1995 between Dominion Growers/Whitewater, L.C. and
LSP-Whitewater Limited Partnership.*
10.106. Construction Contract dated as of May 1, 1995 between
Dominion Growers/Whitewater, L.C. and LSP-Whitewater
Limited Partnership.*
10.107. Deed of Lease dated as of May 1, 1995 between Dominion
Growers/Whitewater, L.C. and LSP-Whitewater Limited
Partnership.*
10.108. Letter Agreement dated May 12, 1995 between Dominion
Growers, Inc. and LSP-Whitewater Limited Partnership.*
10.109. Gas Sales Contract dated as of December 22, 1994 between
Natural Gas Clearinghouse and LSP-Whitewater Limited
Partnership.*
10.110. First Amendment to Gas Sales Contract dated as of April 18,
1995 between Natural Gas Clearinghouse and LSP-Whitewater
Limited Partnership.*
10.111. Gas Sales Contract dated as of February 16, 1995 among Aquila
Energy Marketing Corporation, UtiliCorp United, Inc. and
LSP-Whitewater Limited Partnership.*
EI-8
<PAGE>
Exhibit No. Description
10.112. First Amendment to Gas Sales Contract dated as of April 26,
1995 among Aquila Energy Marketing Corporation, UtiliCorp
United, Inc. and LSP-Whitewater Limited Partnership.*
10.113. Letter Agreement dated April 21, 1995 between Northern
Natural Gas Company and LSP-Whitewater Limited
Partnership.*
10.114. Amended and Restated Letter Agreement dated as of April 10,
1995 between Northern Natural Gas Company and
LSP-Whitewater Limited Partnership.*
10.115. Gas Transportation Agreement dated March 9, 1995 between
Wisconsin Natural Gas Company and LSP-Whitewater Limited
Partnership.*
10.116. Capacity Release and Gas Sales Agreement dated as of April 27,
1995 between Wisconsin Power and Light Company and
LSP-Whitewater Limited Partnership.*
10.117. First Amendment to Capacity Release and Gas Sales Agreement
dated as of June 2, 1995 between Wisconsin Power and Light
Company and LSP-Whitewater Limited Partnership.*
10.118. Firm Throughput Service Agreement (Northern Contract
#23479) dated April 25, 1995 between Northern Natural Gas
Company and LSP-Whitewater Limited Partnership.*
10.119. Interruptible Throughput Service Agreement (Northern Contract
#24200) dated April 25, 1995 between Northern Natural Gas
Company and LSP-Whitewater Limited Partnership.*
10.120. Interruptible Throughput Service Agreement (Northern Contract
#24201) dated April 25, 1995 between Northern Natural Gas
Company and LSP-Whitewater Limited Partnership.*
10.121. Firm Deferred Delivery Service Agreement (Northern Contract
#23282) dated as of April 25, 1995 between Northern Natural
Gas Company and LSP-Whitewater Limited Partnership.*
10.122. Interruptible Deferred Delivery Service Agreement (Northern
Contract #24202) dated as of April 25, 1995 between Northern
Natural Gas Company and LSP-Whitewater Limited
Partnership.*
10.123. Consent and Agreement dated as of May 1, 1995 between City
of Whitewater, LSP-Whitewater Limited Partnership and The
Chase Manhattan Bank (National Association), as collateral
agent.*
10.124. Consent and Agreement dated as of May 1, 1995 among
Wisconsin Electric Power Company, LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.125. Consent and Agreement dated as of May 1, 1995 among
Westinghouse Electric Corporation, LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent.*
EI-9
<PAGE>
Exhibit No. Description
10.126. Consent and Agreement dated as of May 1, 1995 among
Westinghouse Operating Services Company, Inc.,
LSP-Whitewater Limited Partnership and The Chase Manhattan
Bank (National Association), as collateral agent.*
10.127. Consent and Agreement dated as of May 1, 1995 among State of
Wisconsin, acting through the Department of Administration,
LSP-Whitewater Limited Partnership and The Chase Manhattan
Bank (National Association), as collateral agent.*
10.128. Consent and Agreement dated as of May 1, 1995 between
Dominion Growers/Whitewater, L.C., LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.129. Consent and Agreement dated as of May 1, 1995 among Natural
Gas Clearinghouse, LSP-Whitewater Limited Partnership and
The Chase Manhattan Bank (National Association), as collateral
agent.*
10.130. Consent and Agreement dated as of May 1, 1995 among Aquila
Energy Marketing Corporation, UtiliCorp United, Inc.,
LSP-Whitewater Limited Partnership and The Chase Manhattan
Bank (National Association), as collateral agent.*
10.131. Consent and Agreement dated as of May 1, 1995 among
Wisconsin Natural Gas Company, LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.132. Consent and Agreement dated as of May 1, 1995 among
Northern Natural Gas Company, LSP-Whitewater Limited
Partnership and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.133. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
Electric Power Company and Westinghouse Electric
Corporation.*
10.134. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
Electric Power Company and Westinghouse Operating Services
Company, Inc.*
10.135. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
Electric Power Company and Aquila Energy Marketing
Corporation.*
10.136. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
Electric Power Company and Natural Gas Clearinghouse.*
10.137. Subordinated Creditor Consent and Agreement dated as of May
1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
Electric Power Company and Northern Natural Gas Company.*
10.138. Easement dated May 11, 1995 granted by the University of
Wisconsin-Whitewater to LSP-Whitewater Limited Partnership.*
EI-10
<PAGE>
Exhibit No. Description
10.139. Easement dated March 22, 1995grantedby the City of
Whitewater to LSP-Whitewater Limited Partnership.*
10.140. Easement dated March 22, 1995 granted by the City of
Whitewater to LSP-Whitewater Limited Partnership.*
10.141. Easement dated March 22, 1995 granted by the City of
Whitewater to LSP-Whitewater Limited Partnership.*
10.142. Easement dated March 22, 1995 granted by the City of
Whitewater to LSP-Whitewater Limited Partnership.*
10.143. Easement dated June 2, 1995 granted by Joe C. Pattermann and
June M. Pattermann to LSP-Whitewater Limited Partnership.*
10.144. Easement dated September 10, 1994 granted by Joe C.
Pattermann and June M. Pattermann to LSP-Whitewater
Limited Partnership.*
10.145. Easement dated May 25, 1995 granted by John P. Hill and
Rosalee K. Hill to LSP-Whitewater Limited Partnership.*
10.146. Easement dated June 1, 1994 granted by Mark D. Hoffmann to
LSP-Whitewater Limited Partnership.*
10.147. Easement dated May 31, 1995 granted by Daniel L.
Schwertfeger and Jeanne M. Schwertfeger to LSP-Whitewater
Limited Partnership.*
10.148. Easement dated June 2, 1995 granted by Jerry C. Kollwelter and
Donna L. Kollwelter to LSP-Whitewater Limited Partnership.*
10.149 Easement dated June 1, 1995 granted by Lowell C. Hagen and
Thu T. Hagen to LSP-Whitewater Limited Partnership.*
10.150. Easement dated June 1, 1995 granted by Dean A. Cox and
Maybell Cox to LSP-Whitewater Limited Partnership.*
10.151. Easement dated June 5, 1995 granted by John's Disposal
Service, Inc. to LSP-Whitewater Limited Partnership.*
10.152. Easement dated June 12, 1995 granted by Greg Lurvey and Mark
Lurvey to LSP-Whitewater Limited Partnership.*
10.153. Easement dated October 24, 1994 granted by Perry Moyer and
Dorothy Moyer to LSP-Whitewater Limited Partnership.*
10.154. Easement dated October 24, 1994 granted by Perry Moyer and
Dorothy Moyer to LSP-Whitewater Limited Partnership.*
10.155. Easement dated May 30, 1995 granted by Perry Moyer and
Dorothy Moyer to LSP-Whitewater Limited Partnership.*
10.156. Easement dated May 30, 1995 granted by Perry Moyer and
Dorothy Moyer to LSP-Whitewater Limited Partnership.*
EI-11
<PAGE>
Exhibit No. Description
10.157. Easement dated June 5, 1995 granted by Robert J. Wagner to
LSP-Whitewater Limited Partnership.*
10.158. Easement dated June 5, 1995 granted by Robert J. Wagner to
LSP-Whitewater Limited Partnership.*
Granite Power Partners, L.P. Agreements
10.159. Pledge Agreement dated as of May 1, 1995 between Granite
Power Partners, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.160. Pledge Agreement dated as of May 1, 1995 between Granite
Power Partners, L.P. and The Chase Manhattan Bank (National
Association), as collateral agent.*
10.161. Assignment dated as of November 23, 1994 between Granite
Power Partners, L.P. and LSP-Cottage Grove, L.P.*
10.162. Assignment dated as of November 23, 1994 between Granite
Power Partners L.P. and LSP-Whitewater Limited Partnership.*
10.163. Acknowledgment and Consent dated June 30, 1995 among
Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
Granite Power Partners, L.P. and TPC Whitewater, Inc.*
10.164. Amendment to Participation Agreement dated as of June 29,
1995 between Tomen Power Corporation and Granite Power
Partners, L.P.*
LSP-Cottage Grove, Inc. Agreements
10.165. Security Agreement dated as of May 1, 1995 between
LSP-Cottage Grove, Inc. and The Chase Manhattan Bank
(National Association), as collateral agent.*
10.166. Management Services Agreement dated as of May 1, 1995
between LS Power Corporation and LSP-Cottage Grove, Inc.*
LSP-Whitewater I, Inc. Agreements
10.167. Security Agreement dated as of May 1, 1995 between
LSP-Whitewater I, Inc. and The Chase Manhattan Bank
(National Association), as collateral agent.*
10.168. Management Services Agreement dated as of May 1, 1995
between LS Power Corporation and LSP-Whitewater I, Inc.*
10.169. Acknowledgment and Consent dated June 30, 1995 among
Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
Granite Power Partners, L.P. and TPC Whitewater, Inc.*
LS Power Corporation Agreements
10.170. Amended and Restated Limited Partnership Agreement of
Granite Power Partners, L.P. dated January 16, 1992 among
LS Power Corporation, Chase Manhattan Capital Corporation
and Joseph Cogen.*
EI-12
<PAGE>
Exhibit No. Description
10.171. First Amendment to Amended and Restated Limited Partnership
Agreement of Granite Power Partners, L.P. dated December 30,
1993 among LS Power Corporation, Chase Manhattan Capital
Corporation and Joseph Cogen.*
_____________________
* Incorporated herein by reference from the Registration
Statement on Form S-4, File No. 33-95928 filed with the
Securities and Exchange Commission by LS Power Funding
Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater
Limited Partnership (collectively, the "Registrants") on August
16, 1995, as amended.
** In addition to the note for "*" above, confidential treatment has
been granted for certain portions of the noted document.
*** Incorporated herein by reference from the Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, File
No. 33-95928 filed with the Securities and Exchange Commission
by the Registrants.
**** Incorporated herein by reference from the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1996, File
No. 33-95928 filed with the Securities and Exchange Commission
by the Registrants.
EI-13
<PAGE>
EXHIBIT 10.96.1
FOURTH AMENDMENT
TO
POWER PURCHASE AGREEMENT
This Fourth Amendment is made as of March 18, 1997, to the Power
Purchase Agreement between LSP-Whitewater Limited Partnership ("Seller") and
Wisconsin Electric Power Company ("Buyer") dated as of December 21, 1993 and
as amended (the "Agreement") by Amendment to Power Purchase Agreement dated as
of February 10, 1994, Second Amendment to Power Purchase Agreement dated
October 5, 1994 (the "Second Amendment"), and Third Amendment to Power
Purchase Agreement dated May 5, 1995.
WHEREAS, Buyer and Seller have determined to further amend the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties agree to and hereby do amend the
Agreement as provided herein.
1. Section 27.11 of the Agreement, as amended by the Second
Amendment, is hereby amended by deleting Section 27.11(b) in the entirety and
the following shall be substituted therefor:
"(b) Intentionally Deleted."
2. Except as expressly amended hereby, all of the terms and provisions
of the Agreement are and shall remain in full force and effect.
3. This Fourth Amendment may be executed in any number of counterparts
by the parties hereto, each of which counterparts when so executed shall be an
original, but all the counterparts shall together constitute one and the same
instrument.
4. This Fourth Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the State of Wisconsin.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment on the date first set forth above.
WITNESSED BY: LSP-WHITEWATER LIMITED PARTNERSHIP
BY: LSP-WHITEWATER, INC.
ITS: GENERAL PARTNER
/s/ Michael P. Witzing BY: /s/ Mikhail Segal
ITS: Managing Director
WITNESSED BY: WISCONSIN ELECTRIC POWER COMPANY
/s/ Walter T. Woelfle BY: /s/ David K. Porter
ITS: Senior Vice President
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 PERIOD
ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 338,471,549
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,472,549
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 338,472,549
<CURRENT-LIABILITIES> 6,471,549
<BONDS> 332,000,000
0
0
<COMMON> 1
<OTHER-SE> 999
<TOTAL-LIABILITY-AND-EQUITY> 338,472,549
<SALES> 0
<TOTAL-REVENUES> 6,471,549
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,471,549
<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>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LSP-COTTAGE GROVE, L.P. AS OF AND FOR THE PERIOD ENDED
MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 106,048
<SECURITIES> 26,528,420
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 106,048
<PP&E> 136,774,918
<DEPRECIATION> 0
<TOTAL-ASSETS> 170,120,764
<CURRENT-LIABILITIES> 15,119,764
<BONDS> 155,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 170,120,764
<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>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LSP-WHITEWATER LIMITED PARTNERSHIP AS OF AND FOR THE
PERIOD ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 289,846
<SECURITIES> 25,640,373
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 290,421
<PP&E> 160,049,433
<DEPRECIATION> 0
<TOTAL-ASSETS> 192,785,277
<CURRENT-LIABILITIES> 15,784,277
<BONDS> 177,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 192,785,277
<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>
