SELKIRK COGEN PARTNERS LP
AMENDMENT NO. 5 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT NO. 5 TO CREDIT AGREEMENT
<TEXT>

                      AMENDMENT NO. 5 TO CREDIT AGREEMENT

          AMENDMENT NO. 5 dated as of August 1, 2000 (this  "Amendment") to that
certain Credit Agreement dated as of May 1, 1994 (as amended by Amendment No. 1,
dated as of August 11,  1994,  Amendment  No. 2, dated as of January  30,  1995,
Amendment No. 3 dated as of July 1, 1997,  Amendment No. 4, dated as of November
16, 1998, and as further amended, restated,  supplemented or otherwise modified,
the "Credit  Agreement") among SELKIRK COGEN PARTNERS,  L.P., a Delaware limited
partnership  (the  "Borrower"),  the  lenders  party  thereto  (the  "Lenders"),
DRESDNER  BANK AG, NEW YORK  BRANCH,  in its  capacity  as LC Issuer  thereunder
(together with its successors in such capacity,  the "LC Issuer"),  and DRESDNER
BANK AG,  NEW  YORK  BRANCH,  as Agent  (together  with its  successors  in such
capacity, the "Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS,  the parties hereto have agreed to amend the Credit Agreement
as provided herein, subject to the terms and conditions hereof.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          Section  1.  Definitions.  Capitalized  terms  used in this  Amendment
without being defined  herein shall have the meanings  ascribed to such terms in
the Credit Agreement.

          Section 2.  Amendment  of Credit  Agreement.  The Credit  Agreement is
hereby amended as follows:

          (a)  Section  2.1(a) of the  Credit  Agreement  is hereby  amended  by
deleting  the  amount of  "$10,389,528"  from the  final  sentence  thereof  and
inserting the amount of "$7,542,428" in replacement therefor.

          (b)  Section  2.2(a) of the  Credit  Agreement  is hereby  amended  by
deleting such section in its entirety and inserting the following in replacement
therefor:

               " (a)  Subject  to and upon the terms and  conditions  herein set
forth, Letters of Credit may be issued or become subject to this Agreement in an
aggre-


<PAGE>

gate  stated  amount  not to  exceed  $2,542,428  (the  "Letter  of  Credit
Commitment").  The Letter of Credit Commitment shall be reduced by the amount of
any Drawing under any Letter of Credit.  Upon the  cancellation,  termination or
expiration  of any Letter of Credit,  the Letter of Credit  Commitment  shall be
reduced  by the  amount  available  to be drawn  under  such  Letter  of  Credit
immediately prior to such cancellation, termination or expiration. The LC Issuer
shall,  subject to the terms and conditions  hereof,  issue Letters of Credit in
such forms as are  acceptable  to the LC  Issuer,  in favor of  TransCanada.  No
Letter of Credit may be issued if, after giving effect to such issuance, (i) the
aggregate stated amount of Letters of Credit outstanding would exceed the Letter
of Credit  Commitment or (ii) the sum of the LC Outstandings  plus the aggregate
principal amount of all outstanding Loans would exceed $7,542,428. The Letter of
Credit  Commitment shall expire on August 2, 2000 and no Letters of Credit shall
be issued hereunder after such date."

               (c) Section  2.2(d) of the Credit  Agreement is hereby amended by
deleting  the  amount of  "$10,389,528"  from the  final  sentence  thereof  and
inserting the amount of "$7,542,428" in replacement therefor.

               (d) Section  2.4(c) of the Credit  Agreement is hereby amended by
deleting  the  amount  of  "$5,389,528"  from the  first  sentence  thereof  and
inserting the amount of "$2,542,428" in replacement therefor.

               (e) The definition of "Final  Maturity Date" contained in Annex 1
of the Credit  Agreement is hereby  amended by deleting  such  definition in its
entirety and inserting the following in replacement therefor:

               ""Final Maturity Date" shall mean August 8, 2003."

               (f)  Schedule  1 to the  Credit  Agreement  is hereby  amended by
deleting such Schedule in its entirety and inserting  Schedule 1 attached hereto
in replacement therefor.

               Section 3. Status of Loan  Documents.  This  Amendment is limited
solely for the purposes and to the extent expressly set forth herein and nothing
herein expressed or implied shall constitute an amendment or


                                       2

<PAGE>


waiver of any other term,  provision or condition of the Credit Agreement or any
other  Loan  Document.  Except  as  expressly  amended  hereby,  the  terms  and
conditions of the Credit  Agreement and the other Loan Documents  shall continue
in full force and effect.

               Section 4.  Representations  and Warranties.  The Borrower hereby
represents  and  warrants  to the Agent,  the Lenders and the LC Issuer that all
representations and warranties of the Borrower contained in the Credit Agreement
are, as of the date hereof, true and correct.

               Section  5.  Fees  and  Expenses.  The  Borrower  agrees  to pay,
promptly  on  demand  therefor,  all fees and  expenses  of the Agent and the LC
Issuer  incurred in connection with this Amendment and the issuance or extension
of any of the Letters of Credit including, without limitation, fees and expenses
of Skadden,  Arps,  Slate,  Meagher & Flom LLP,  counsel to the Agent and the LC
Issuer.

               Section 6.  Counterparts.  This  Amendment may be executed in any
number  of  counterparts,  all of which  taken  together  shall  constitute  one
Amendment,  and any of the parties  hereto may execute this Amendment by signing
such a counterpart.

               Section 7. Governing  Law. THIS  AMENDMENT  SHALL BE CONSTRUED IN
ACCORDANCE  WITH  AND  GOVERNED  BY THE LAWS OF THE  STATE OF NEW YORK  (WITHOUT
GIVING  EFFECT TO THE  PRINCIPLES  THEREOF  RELATING TO  CONFLICTS OF LAW EXCEPT
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).




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<PAGE>


               IN WITNESS  WHEREOF,  the parties  hereto have caused  their duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.


                                      SELKIRK COGEN PARTNERS, L.P.


                                  By: JMC SELKIRK, INC.,
                                      its General Partner

                                  By: /s/ERNEST K. HAUSER
                                      ---------------------------------
                                      Name:  Ernest K. Hauser
                                      Title:  Senior Vice President

                                      DRESDNER BANK AG, NEW YORK
                                      BRANCH, as Lender, LC Issuer
                                      and Agent


                                  By: /s/ WENDY C.H. ASTELL
                                     ---------------------------------
                                      Name:  Wendy C.H. Astell
                                      Title:  Vice President


                                  By: /s/ ANDREW CULLINAN
                                     ---------------------------------
                                      Name:  Andrew Cullinan
                                      Title:  Assistant Treasurer



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                                   SCHEDULE 1
                                   ----------


                             WORKING CAPITAL            LETTER OF CREDIT
LENDER                       LOAN COMMITMENT            LOAN COMMITMENT
------                       ---------------            ---------------

DRESDNER BANK AG,            $5,000,000.00              $2,542,428
NEW YORK BRANCH







                                      S-1
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