AMENDMENT NO. 1

AMENDMENT NO. 1 dated as of August [__], 2000 between DELTA ENERGY CORPORATION (the "Payor") and YOSEMITE SECURITIES COMPANY LTD. ("Yosemite" or the "Payee").

The Payor issued a Promissory Note dated as of February 23, 2000 (the "Delta Note") in favor of and payable to Yosemite in an original principal amount of £206,750,000.  The Payor and Yosemite wish to amend the Delta Note in certain respects.  Accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.  Except as otherwise defined in this Amendment No. 1, terms defined in the Delta Note are used herein as defined therein.

Section 2.  Amendments to the Delta Note.  Subject to the execution and delivery hereof by the Payor and Yosemite, but effective as of the date first written above, Annex I to the Delta Note is hereby amended by amending the following existing definitions and adding the following new definitions in the appropriate alphabetical locations:

		"August 2000 Enron/Delta Swap" means the Confirmation dated as of August [__], 2000 between Enron North America Corp. and the Payor under the ISDA Master Agreement (and the Schedule thereto) dated as of November 18, 1999.  Reference in this Note to the August 2000 Enron/Delta Swap shall include reference to the August 2000 Enron Guaranty.

		"August 2000 Delta/Citibank Swap" means the Confirmation dated as of August [__], 2000 between the Payor and Citibank, N.A. under the ISDA Master Agreement (and the Schedule thereto) dated as of November 18, 1999. 

		 "August 2000 Enron Guaranty" means the Guaranty Agreement dated August [__], 2000 by Enron Corp. in favor of the Payor and its successors and assigns.

"August 2000 Swaps" means the August 2000 Enron/Delta Swap and the August 2000 Delta/Citibank Swap.

"Other Property" means assets or property of the Payor other than Collateral and property that is subject to Permitted Liens.

		"Permitted Indebtedness" means (a) indebtedness under this Note (and all Successor Notes) [and the Swaps]; (b) indebtedness outstanding on the date hereof as identified in Part A to Annex B  hereto; (c) indebtedness subordinated to this Note on terms and conditions satisfactory to the Payee; [and (d) ](d) indebtedness in connection with commodity Transactions (including, without limitation, the Swaps and the August 2000 Swaps); and (e) additional indebtedness of the Payor up to but not exceeding U.S.$10,000,000 (or its equivalent in other currencies, determined as at the date of incurrence) at any one time outstanding.

		"Permitted Investments" means:  (a)  investments outstanding on the date hereof; (b) operating deposit accounts with banks; (c) Temporary Investments; (d) commodity Transactions (including, without limitation, the Swaps and the August 2000 Swaps); and (e) additional investments up to but not exceeding U.S.$100,000,000 (or its equivalent in other currencies, determined as at the date of acquisition of such investment) in the aggregate.

			"Permitted Liens" means:  (a) liens under this Note; (b) liens in favor of [Swap Counterparties under] Citibank and/or Enron North America in connection with commodity Transactions (including, without limitation, the Swaps and the August 2000 Swaps); (c) liens in existence on the date hereof as identified in Part B to Annex B hereto; (d) liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Payor in accordance with generally accepted accounting principles; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default; (f) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of bids, trade contracts (other than for indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Payor.

		Section 3.  Consent.  By its signature below, the Payee hereby consents to this Amendment No. 1 of the Delta Note.

		Section 4.  Miscellaneous.  Except as herein provided, the Delta Note shall remain unchanged and in full force and effect.  This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart.  This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 1 to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first above written.

	DELTA ENERGY CORPORATION

By_______________________________
    Name:
    Title:

YOSEMITE SECURITIES COMPANY LTD.

By_______________________________
    Name:
    Title:

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NY3:#[7248893 2] 7248893v3 

AMENDMENT NO. 1

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NY3:#[7248893] 7248893v3
AMENDMENT NO. 1 
A

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original document   : F:\DOCS\NY3\MDUNN1\AGRMNT\4BD@501!.DOC
and revised document: F:\DOCS\NY3\MDUNN1\AGRMNT\4BD@503!.DOC

CompareRite found    7 change(s) in the text
CompareRite found    3 change(s) in the notes

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