Exhibit 10.108.3
EXECUTION COUNTERPART
AMENDMENT THREE
AMENDMENT THREE (this "AMENDMENT") dated as of August 17, 2000 by and
among EDISON MISSION MIDWEST HOLDINGS CO. (the "BORROWER"), THE CHASE
MANHATTAN BANK as Administrative Agent (in such capacity, the "ADMINISTRATIVE
AGENT") and each of certain commercial lending institutions party hereto.
WHEREAS, the Borrower, the Administrative Agent and certain
commercial lending institutions party thereto (the "LENDERS") entered into a
Credit Agreement dated as of December 15, 1999 (as heretofore amended,
modified and supplemented, the "CREDIT AGREEMENT");
WHEREAS, the Borrower desires to enter into the Powerton/Joliet Lease
Transaction;
WHEREAS, the Lenders are willing to permit the Borrower to enter into
the Powerton/Joliet Lease Transaction on the terms and conditions of this
Amendment;
WHEREAS, Midwest and ComEd have entered into Amendment No. 1 To The
Power Purchase Agreement dated as of December 15, 1999 attached as Exhibit C,
(the "AMENDMENT NO.1 TO THE ▇▇▇▇▇▇▇ PPA") in order to provide gas price
protection to Midwest and an adjustment to the maximum power purchase
requirement of ComEd in connection with Midwest's sale of energy from the
▇▇▇▇▇▇▇ Facility;
WHEREAS, the consent of the Lenders is a condition to the execution
and delivery of the Amendment No. 1 to the ▇▇▇▇▇▇▇ PPA, the Borrower has
requested and the Lenders party hereto consent to Midwest's execution and
delivery of the Amendment No.1 to the ▇▇▇▇▇▇▇ PPA;
ACCORDINGLY, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Credit Agreement are used herein (and in the
introductions and recitals hereto) as defined therein.
Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedents specified in Section 5 below, but
effective as of the Amendment Effective Date, the Credit Agreement shall be
amended as follows:
(a) SECTION 1.1 of the Credit Agreement shall be amended by adding
the following definitions:
""ComEd JOLIET LEASE CONSENT I" means the Consent to Sale of
Assets between Midwest, ComEd and Joliet Trust I referred to in the
Joliet Lease Operative Documents.
"ComEd JOLIET LEASE CONSENT II" means the Consent to Sale of
Assets between Midwest, ComEd and Joliet Trust II referred to in the
Joliet Lease Operative Documents.
"ComEd POWERTON LEASE CONSENT I" means the Consent to Sale of
Assets between Midwest, ComEd and Powerton Trust I referred to in the
Powerton Lease Operative Documents.
"ComEd POWERTON LEASE CONSENT II" means the Consent to Sale
of Assets between Midwest, ComEd and Powerton Trust II referred to in
the Powerton Lease Operative Documents.
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"ComEd POWERTON/JOLIET LEASE CONSENTS" means, collectively, ComEd
Joliet Lease Consent I, ComEd Joliet Lease Consent II, ComEd Powerton Lease
Consent I and ComEd Powerton Lease Consent II.
"JOLIET EQUITY FINANCING PARTIES I" means, collectively, the Equity
Investor, the Owner Participant and the OP Guarantor (each as defined in the
Joliet Lease Participation Agreement (T1)).
"JOLIET EQUITY FINANCING PARTIES II" means, collectively, the Equity
Investor, the Owner Participant and the OP Guarantor (each as defined in the
Joliet Lease Participation Agreement (T2)).
"JOLIET FACILITY" means the Joliet Station, Units 7 and 8, 1044
megawatts of the 1358 megawatt coal-fired electric generating facility and
certain related assets located in Will County, Illinois and more fully
described in Exhibit B to each of Joliet Leases.
"JOLIET GUARANTEE (T1)" means the Guaranty Agreement dated as of
August 17, 2000 made by Edison Mission Energy in favor of Joliet Trust I that,
among other things, guarantees the payment by Midwest of all Joliet Lease
Liabilities (T1) payable to Joliet Trust I.
"JOLIET GUARANTEE (T2)" means the Guaranty Agreement dated as of
August 17, 2000 made by Edison Mission Energy in favor of Joliet Trust II
that, among other things, guarantees the payment by Midwest of all Joliet
Lease Liabilities (T2) payable to Joliet Trust II.
"JOLIET GUARANTEE (T1: EQUITY FINANCING PARTIES)" means the Guaranty
Agreement dated as of August 17, 2000 made by Edison Mission Energy in favor
of the Joliet Equity Financing Parties I that, among other things, guarantees
the payment by Midwest of certain Joliet Lease Liabilities (T2) payable to
Joliet Equity Financing Parties I.
"JOLIET GUARANTEE (T2: EQUITY FINANCING PARTIES)" means the Guaranty
Agreement dated as of August 17, 2000 made by Edison Mission Energy in favor
of the Joliet Equity Financing Parties II that, among other things, guarantees
the payment by Midwest of certain Joliet Lease Liabilities (T2) payable to
Joliet Equity Financing Parties II.
"JOLIET GUARANTEES" means, collectively, the Joliet Guarantee (T1),
the Joliet Guarantee (T2), the Joliet Guarantee (T1: Equity Financing
Parties), the Joliet Guarantee (T2: Equity Financing Parties), the Joliet
Reimbursement Agreement (T1) and the Joliet Reimbursement Agreement (T2).
"JOLIET INTERCOMPANY NOTE PLEDGE AGREEMENT (T1)" means the Pledge
Agreement (T1) dated as of August 17, 2000 between Midwest and the Holdings
Collateral Agent relating to the pledge of the Joliet Lease Intercompany Note
(T1).
"JOLIET INTERCOMPANY NOTE PLEDGE AGREEMENT (T2)" means the Pledge
Agreement (T2) dated as of August 17, 2000 between Midwest and the Holdings
Collateral Agent relating to the pledge of the Joliet Lease Intercompany Note
(T2).
"JOLIET LEASE (T1)" means the Facility Lease Agreement (T1) dated as
of August 17, 2000 between Midwest and Joliet Trust I.
"JOLIET LEASE (T2)" means the Facility Lease Agreement (T2) dated as
of August 17, 2000 between Midwest and Joliet Trust II.
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"JOLIET LEASE INTERCOMPANY NOTE (T1)" means the EME Note (as defined
in the Joliet Lease Participation Agreement (T1)) dated the Closing Date (as
defined in the Joliet Lease Participation Agreement (T1)) evidencing the loan
by Midwest to Edison Mission Energy of the proceeds of the Joliet Lease
Transaction (T1).
"JOLIET LEASE INTERCOMPANY NOTE (T2)" means the EME Note (as defined
in the Joliet Lease Participation Agreement (T2)) dated the Closing Date (as
defined in the Joliet Lease Participation Agreement (T2)) evidencing the loan
by Midwest to Edison Mission Energy of the proceeds of the Joliet Lease
Transaction (T2).
"JOLIET LEASE INTERCOMPANY NOTES" means, collectively, the Joliet
Lease Intercompany Note (T1) and the Joliet Intercompany Note (T2).
"JOLIET LEASE LIABILITIES" means, collectively, the Joliet Lease
Liabilities (T1) and the Joliet Lease Liabilities (T2).
"JOLIET LEASE LIABILITIES (T1)" mean the basic rent, the supplemental
rent, termination value or any other amount, liability or obligation that
Midwest is obligated to pay under the Joliet Lease (T1) or the other Joliet
Lease Operative Documents (T1).
"JOLIET LEASE LIABILITIES (T2)" mean the basic rent, the supplemental
rent, termination value or any other amount, liability or obligation that
Midwest is obligated to pay under the Joliet Leases (T2) or the other Joliet
Lease Operative Documents (T2).
"JOLIET LEASE OPERATIVE DOCUMENTS" means, collectively, the Joliet
Lease Operative Documents (T1) and the Joliet Lease Operative Documents (T2).
"JOLIET LEASE OPERATIVE DOCUMENTS (T1)" means, collectively, the
Operative Documents as defined in the Joliet Lease Participation Agreement
(T1).
"JOLIET LEASE OPERATIVE DOCUMENTS (T2)" means, collectively, the
Operative Documents as defined in the Joliet Lease Participation Agreement
(T2).
"JOLIET LEASE PARTICIPATION AGREEMENT (T1)" means the Participation
Agreement (T1) dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Joliet Trust I, Wilmington Trust Company, Joliet Generation I,
the Lease Indenture Trustee named therein and the Pass Through Trustees named
therein.
"JOLIET LEASE PARTICIPATION AGREEMENT (T2)" means the Participation
Agreement (T2) dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Joliet Trust II, Wilmington Trust Company, Joliet Generation
II, the Lease Indenture Trustee named therein and the Pass Through Trustees
named therein.
"JOLIET LEASE PARTICIPATION AGREEMENTS" means, collectively, the
Joliet Lease Participation Agreement (T1) and the Joliet Lease Participation
Agreement (T2).
"JOLIET LEASE TRANSACTION (T1)" means the transactions pursuant to
the Joliet Lease Participation Agreement (T1) and the Joliet Lease Operative
Documents (T1) whereby Midwest sells a 63.6% undivided interest in the Joliet
Facility to Joliet Trust I and Joliet Trust I leases such undivided interest
to Midwest pursuant to the Joliet Lease (T1).
"JOLIET LEASE TRANSACTION (T2)" means the transactions pursuant to
the Joliet Lease Participation Agreement (T2) and the Joliet Lease Operative
Documents (T2) whereby Midwest sells a 36.4% undivided interest in the Joliet
Facility to Joliet Trust II and Joliet Trust II leases such undivided interest
to Midwest pursuant to the Joliet Lease (T2).
"JOLIET LEASE TRANSACTION" means, collectively, the Joliet Least
Transaction (T1) and the Joliet Lease Transaction (T2).
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"JOLIET LEASE TRUSTS" means, collectively, Joliet Trust I and Joliet
Trust II.
"JOLIET LEASES" means, collectively, the Joliet Lease (T1) and Joliet
Lease (T2).
"JOLIET REIMBURSEMENT AGREEMENT (T1)" means the Reimbursement
Agreement (T1) dated as of August 17, 2000 between Edison Mission Energy and
Midwest.
"JOLIET REIMBURSEMENT AGREEMENT (T2)" means the Reimbursement
Agreement (T2) dated as of August 17, 2000 between Edison Mission Energy and
Midwest.
"JOLIET SUBORDINATION AGREEMENT (T1)" means the Subordination
Agreement dated as of August 17, 2000 between Joliet Trust I, the Owner
Participant (as defined in the Joliet Participation Agreement (T1)), the Lease
Indenture Trustee (as defined in the Joliet Participation Agreement (T1)) and
the Holdings Collateral Agent.
"JOLIET SUBORDINATION AGREEMENT (T2)" means the Subordination
Agreement dated as of August 17, 2000 between Joliet Trust II, the Owner
Participant (as defined in the Joliet Participation Agreement (T2)), the Lease
Indenture Trustee (as defined in the Joliet Participation Agreement (T2)) and
the Holdings Collateral Agent.
"JOLIET TRUST I" means Joliet Trust I, a Delaware business trust.
"JOLIET TRUST II" means Joliet Trust II, a Delaware business trust.
"POWERTON EQUITY FINANCING PARTIES I" means, collectively, the Equity
Investor, the Owner Participant and the OP Guarantor (each as defined in the
Powerton Lease Participation Agreement (T1)).
"POWERTON EQUITY FINANCING PARTIES II" means, collectively, the
Equity Investor, the Owner Participant and the OP Guarantor (each as defined
in the Powerton Lease Participation Agreement (T2)).
"POWERTON FACILITY" means the Powerton Station, 1,538 Megawatt Coal
Fired Electric Generating Plant and certain related assets located in Tazewell
County, Illinois and more fully described in Exhibit B to each of Powerton
Leases.
"POWERTON GUARANTEE (T1)" means the Guaranty Agreement dated as of
August 17, 2000 made by Edison Mission Energy in favor of Powerton Trust I
that, among other things, guarantees the payment by Midwest of all Powerton
Lease Liabilities (T1) payable to Powerton Trust I.
"POWERTON GUARANTEE (T2)" means the Guaranty Agreement dated as of
August 17, 2000 made by Edison Mission Energy in favor of Powerton Trust II
that, among other things, guarantees the payment by Midwest of all Powerton
Lease Liabilities (T2) payable to Powerton Trust II.
"POWERTON GUARANTEE (T1: EQUITY FINANCING PARTIES)" means the
Guaranty Agreement dated as of August 17, 2000 made by Edison Mission Energy
in favor of the Powerton Equity Financing Parties I that, among other things,
guarantees the payment by Midwest of certain Powerton Lease Liabilities (T2)
payable to Powerton Equity Financing Parties I.
"POWERTON GUARANTEE (T2: EQUITY FINANCING PARTIES)" means the
Guaranty Agreement dated as of August 17, 2000 made by Edison Mission Energy
in favor of the Powerton Equity Financing Parties II that, among other things,
guarantees the payment by Midwest of certain Powerton Lease Liabilities (T2)
payable to Powerton Equity Financing Parties II.
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"POWERTON GUARANTEES" means, collectively, the Powerton Guarantee
(T1), the Powerton Guarantee (T2), the Powerton Guarantee (T1: Equity
Financing Parties), the Powerton Guarantee (T2: Equity Financing Parties), the
Powerton Reimbursement Agreement (T1) and the Powerton Reimbursement Agreement
(T2).
"POWERTON INTERCOMPANY NOTE PLEDGE AGREEMENT (T1)" means the Pledge
Agreement (T1) dated as of August 17, 2000 among Midwest and the Holdings
Collateral Agent relating to the pledge of the Powerton Lease Intercompany
Note (T1).
"POWERTON INTERCOMPANY NOTE PLEDGE AGREEMENT (T2)" means the Pledge
Agreement (T2) dated as of August 17, 2000 among Midwest and the Holdings
Collateral Agent relating to the pledge of the Powerton Lease Intercompany
Note (T2) .
"POWERTON LEASE (T1)" means the Facility Lease Agreement (T1) dated
as of August 17, 2000 between Midwest and Powerton Trust I.
"POWERTON LEASE (T2)" means the Facility Lease Agreement (T2) dated
as of August 17, 2000 between Midwest and Powerton Trust II.
"POWERTON LEASE INTERCOMPANY NOTE (T1)" means the EME Note (as
defined in the Powerton Lease Participation Agreement (T1)) dated the Closing
Date (as defined in the Powerton Lease Participation Agreement (T1))
evidencing the loan by Midwest to Edison Mission Energy of the proceeds of the
Powerton Lease Transaction (T1).
"POWERTON LEASE INTERCOMPANY NOTE (T2)" means the EME Note (as
defined in the Powerton Lease Participation Agreement (T2)) dated the Closing
Date (as defined in the Powerton Lease Participation Agreement (T2))
evidencing the loan by Midwest to Edison Mission Energy of the proceeds of the
Powerton Lease Transaction (T2).
"POWERTON LEASE INTERCOMPANY NOTES" means, collectively, the Powerton
Lease Intercompany Note (T1) and the Powerton Intercompany Note (T2).
"POWERTON LEASE LIABILITIES" means, collectively, the Powerton Lease
Liabilities (T1) and the Powerton Lease Liabilities (T2).
"POWERTON LEASE LIABILITIES (T1)" mean the basic rent, the
supplemental rent, termination value or any other amount, liability or
obligation that Midwest is obligated to pay under the Powerton Lease (T1) or
the other Powerton Lease Operative Documents (T1).
"POWERTON LEASE LIABILITIES (T2)" mean the basic rent, the
supplemental rent, termination value or any other amount, liability or
obligation that Midwest is obligated to pay under the Powerton Leases (T2) or
the other Powerton Lease Operative Documents (T2).
"POWERTON LEASE OPERATIVE DOCUMENTS" means, collectively, the
Powerton Lease Operative Documents (T1) and the Powerton Lease Operative
Documents (T2).
"POWERTON LEASE OPERATIVE DOCUMENTS (T1)" means, collectively, the
Operative Documents as defined in the Powerton Lease Participation Agreement
(T1).
"POWERTON LEASE OPERATIVE DOCUMENTS (T2)" means, collectively, the
Operative Documents as defined in the Powerton Lease Participation Agreement
(T2).
"POWERTON LEASE PARTICIPATION AGREEMENT (T1)" means the Participation
Agreement (T1) dated as of August 17, 2000 by and among Midwest, Edison
Mission
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Energy, Powerton Trust I, Wilmington Trust Company, Powerton Generation I, the
Lease Indenture Trustee named therein and the Pass Through Trustees named
therein.
"POWERTON LEASE PARTICIPATION AGREEMENT (T2)" means the Participation
Agreement (T2) dated as of August 17, 2000 by and among Midwest, Edison Mission
Energy, Powerton Trust II, Wilmington Trust Company, Powerton Generation II, the
Lease Indenture Trustee named therein and the Pass Through Trustees named
therein.
"POWERTON LEASE PARTICIPATION AGREEMENTS" means, collectively, the
Powerton Lease Participation Agreement (T1) and the Powerton Lease Participation
Agreement (T2).
"POWERTON LEASE TRANSACTION (T1)" means the transactions pursuant to
the Powerton Lease Participation Agreement (T1) and the Powerton Lease
Operative Documents (T1) whereby Midwest sells a 63.6% undivided interest in
the Powerton Facility to Powerton Trust I and Powerton Trust I leases such
undivided interest to Midwest pursuant to the Powerton Lease (T1).
"POWERTON LEASE TRANSACTION (T2)" means the transactions pursuant to
the Powerton Lease Participation Agreement (T2) and the Powerton Lease
Operative Documents (T2) whereby Midwest sells a 36.4% undivided interest in
the Powerton Facility to Powerton Trust II and Powerton Trust II leases such
undivided interest to Midwest pursuant to the Powerton Lease (T2).
"POWERTON LEASE TRANSACTION" means, collectively, the Powerton Least
Transaction (T1) and the Powerton Lease Transaction (T2).
"POWERTON LEASE TRUSTS" means, collectively, Powerton Trust I and
Powerton Trust II.
"POWERTON LEASES" means, collectively, the Powerton Lease (T1) and
Powerton Lease (T2).
"POWERTON REIMBURSEMENT AGREEMENT (T1)" means the Reimbursement
Agreement (T1) dated as of August 17, 2000 between Edison Mission Energy and
Midwest.
"POWERTON REIMBURSEMENT AGREEMENT (T2)" means the Reimbursement
Agreement (T2) dated as of August 17, 2000 between Edison Mission Energy and
Midwest.
"POWERTON SUBORDINATION AGREEMENT (T1)" means the Subordination
Agreement dated as of August 17, 2000 between Powerton Trust I, the Owner
Participant (as defined in the Powerton Participation Agreement (T1)), the
Lease Indenture Trustee (as defined in the Powerton Participation Agreement
(T1)) and the Holdings Collateral Agent.
"POWERTON SUBORDINATION AGREEMENT (T2)" means the Subordination
Agreement dated as of August 17, 2000 between Powerton Trust II, the Owner
Participant (as defined in the Powerton Participation Agreement (T2)), the
Lease Indenture Trustee (as defined in the Powerton Participation Agreement
(T2)) and the Holdings Collateral Agent.
"POWERTON TRUST I" means Powerton Trust I, a Delaware business trust.
"POWERTON TRUST II" means Powerton Trust II, a Delaware business trust.
"POWERTON/JOLIET INTERCOMPANY NOTE PLEDGE AGREEMENTS" means,
collectively, the Powerton Intercompany Note Pledge Agreement (T1), the
Powerton
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Intercompany Note Pledge Agreement (T2), the Joliet Intercompany
Note Pledge Agreement (T1) and the Joliet Intercompany Note Pledge
Agreement (T2).
"POWERTON/JOLIET LEASE ASSETS" means,
collectively, the Powerton Facility and the Joliet Facility.
"POWERTON/JOLIET LEASE GUARANTEES" means,
collectively, the Powerton Guarantees and the Joliet Guarantees.
"POWERTON/JOLIET LEASE INTERCOMPANY NOTES" means,
collectively, the Powerton Lease Intercompany Notes and the Joliet
Lease Intercompany Notes.
"POWERTON/JOLIET LEASE INTERCOMPANY NOTE
PAYMENTS" mean the payments by Edison Mission Energy to Midwest under
or in respect of the Powerton/Joliet Lease Intercompany Notes.
"POWERTON/JOLIET LEASE LIABILITIES" means,
collectively, the Powerton Lease Liabilities and the Joliet Lease
Liabilities.
"POWERTON/JOLIET LEASE OPERATIVE DOCUMENTS"
means, collectively, the Powerton Lease Operative Documents and the
Joliet Lease Operative Documents.
"POWERTON/JOLIET LEASE PARTICIPATION AGREEMENTS"
means, collectively, the Powerton Lease Participation Agreement (T1),
Powerton Lease Participation Agreement (T2), Joliet Lease
Participation Agreement (T1) and Joliet Lease Participation Agreement
(T2).
"POWERTON/JOLIET LEASE TRANSACTION" means,
collectively, the Powerton Lease Transaction and the Joliet Lease
Transaction.
"POWERTON/JOLIET LEASES" means, collectively,
Powerton Leases and Joliet Leases.
"POWERTON/JOLIET SUBORDINATION AGREEMENTS" means,
collectively, the Powerton Subordination Agreement (T1), the Powerton
Subordination Agreement (T2), the Joliet Subordination Agreement (T1)
and the Joliet Subordination Agreement (T2).
"POWERTON/JOLIET LEASE TRUSTS" means,
collectively, the Powerton Lease Trusts and the Joliet Lease
Trusts.".
(b) SECTION 1.1 of the Credit Agreement shall be further amended by
deleting the definitions of "CASHFLOW AVAILABLE FOR FIXED CHARGES", "DEBT TO
CAPITAL RATIO", "FIXED CHARGES", "OPERATING EXPENSES" and "SECURITY DOCUMENTS"
in their entirety and replacing them with the following definitions:
""CASHFLOW AVAILABLE FOR FIXED CHARGES" means, in
respect of any period, the excess, if any, of Revenues (excluding,
without duplication, (i) proceeds of any permitted asset sale, (ii)
amounts available in the Cashflow Recapture Fund, (iii) Synthetic
Lease Intercompany Note Payments and (iv) Powerton/Joliet
Intercompany Note Payments) during such period OVER Operating
Expenses during such period.
"DEBT TO CAPITAL RATIO" means, with respect to
the Borrower and its Consolidated Subsidiaries, the ratio as of the
end of the last Fiscal Quarter for which financial statements
referred to in SECTION 8.1.1 are available of (i) the aggregate
principal amount of Indebtedness of the Borrower and its Consolidated
Subsidiaries (other than Indebtedness of the Borrower incurred
pursuant to SECTION 8.2.1(a)(iii), SECTION 8.2.1(a)(iv) and SECTION
8.2.1(i)) then outstanding to (ii) Total Capitalization (excluding,
to the extent included, the Synthetic Lease Intercompany Note,
payments by Edison Mission Energy pursuant to the Synthetic Lease
Guarantee, the Powerton/Joliet
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Intercompany Notes and payments by Edison Mission Energy pursuant
to the Powerton/Joliet Guarantees).
"FIXED CHARGES" means, in respect of any period,
an amount equal to the aggregate of, without duplication, (i) all
interest due and payable on the Loans PLUS or MINUS any net amount
due and payable in respect of Interest Rate Hedging Transactions
during such period, including (A) all capitalized interest and (B)
the interest portion of any deferred payment obligation, (ii) amounts
due and payable under SECTIONS 3.3.1 and 3.3.2 during such period,
(iii) amounts due and payable to the Lenders with respect to the
deduction of withholding tax on such payments pursuant to SECTION 4.7
during such period, (iv) the interest portion of any deferred payment
obligation due and payable during such period, (v) the aggregate
amount of the Lease Obligations due and payable during such period,
and (vi) all other amounts due and payable by the Loan Parties with
respect to Indebtedness (other than Designated Lease Liabilities,
Synthetic Lease Liabilities and Powerton/Joliet Lease Liabilities)
permitted under SECTION 8.2.1 during such period.
"OPERATING EXPENSES" means, in respect of any
period, all cash amounts paid by the Loan Parties in the conduct of
their business during such period, including premiums for insurance
policies, fuel supply and transportation costs, utilities, costs of
maintaining, renewing and amending Governmental Approvals, franchise,
licensing, property, real estate and income taxes, sales and excise
taxes, general and administrative expenses, employee salaries, wages
and other employment-related costs, business management and
administrative services fees, fees for letters of credit, surety
bonds and performance bonds, Necessary Capital Expenditures and all
other fees and expenses necessary for the continued operation and
maintenance of the Generating Assets and the conduct of the business
of the Loan Parties. Operating Expenses shall exclude (to the extent
included) Lease Obligations, Synthetic Lease Liabilities (other than
payments of Synthetic Lease Environmental Indemnity Obligations) and
Powerton/Joliet Lease Liabilities and shall include (to the extent
excluded) Designated Lease Liabilities (other than Lease
Obligations).
"SECURITY DOCUMENTS" means (i) the Intercreditor
Agreement, (ii) the Midwest Guarantee, (iii) each Pledge Agreement,
(iv) the Powerton/Joliet Intercompany Note Pledge Agreements, (v) the
Powerton/Joliet Subordination Agreements and (vi) any other agreement
or instrument hereafter entered into by the Borrower or any other
Person which, directly or indirectly, guarantees or secures payment
of the indebtedness evidenced by the Notes or payment or performance
of any other Obligation.".
(c) SECTION 8.1 of the Credit Agreement shall be amended
by adding SECTION 8.1.13 as follows:
"Section 8.1.13. POWERTON/JOLIET INTERCOMPANY NOTES. As soon as
possible after the end of each Fiscal Quarter, the Borrower shall provide to
the Administrative Agent an Officer's Certificate stating the outstanding
principal amounts of each of the Powerton/Joliet Intercompany Notes and a
statement of transactions reconciling such amounts to the previous Fiscal
Quarter end.".
(d) SECTION 8.2.1 of the Credit Agreement shall be amended by
deleting SECTION 8.2.1(a) of the Credit Agreement and replacing it in its
entirety with the following:
"(a)(i) Capitalized Lease Liabilities and Operating Lease
Liabilities outstanding (or anticipated to be outstanding)
on the Effective Date and set forth on
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SCHEDULE 8.2.1(a), (ii) Capitalized Lease Liabilities and
Operating Lease Liabilities entered into after the
Effective Date in the ordinary course of business not to
exceed at any time an aggregate principal amount equal to
$50,000,000, (iii) Synthetic Lease Liabilities and (iv)
Powerton/Joliet Lease Liabilities;".
(e) SECTION 8.2.2 of the Credit Agreement shall be amended by
deleting SECTION 8.2.2(m) of the Credit Agreement and replacing it in its
entirety with the following:
"(m) Liens created pursuant to the Synthetic Lease Basic
Documents, Powerton/Joliet Lease Operative Documents and the
Powerton/Joliet Intercompany Note Pledge Agreement.".
(f) SECTION 8.2.4 of the Credit Agreement shall be amended by
deleting SECTION 8.2.4(iv) and SECTION 8.2.4(v) of the Credit Agreement and
replacing them in their entirety with the following subsections:
"(iv) transfer certain railcars or rights to railcars as
part of the Transco Transaction, (v) sell the Synthetic
Lease Assets to Synthetic Lease Trust pursuant to the
Synthetic Lease Basic Documents and (vi) sell the
Powerton/Joliet Assets and lease the associated Ground
Interests (as defined in the Powerton/Joliet Operative
Documents) to the Powerton/Joliet Lease Trusts pursuant to
the Powerton/Joliet Lease Operative Documents; PROVIDED,
FURTHER, that any Asset Disposition pursuant to CLAUSES
(i), (ii), (iii), (iv), (v) and (vi) of this proviso shall
not be included in the calculation of the aggregate net
book value of assets sold pursuant to this SECTION 8.2.4.".
(g) SECTION 8.2.5 of the Credit Agreement shall be amended by
deleting SECTION 8.2.5(e) of the Credit Agreement and replacing it in its
entirety with the following:
"(e) Investments evidenced by the Synthetic Lease
Intercompany Note and the Powerton/Joliet Lease Intercompany Notes.".
(h) SECTION 8.2.6(a) of the Credit Agreement shall be amended by
deleting the last sentence and replacing it with the following sentence:
"Notwithstanding the foregoing, the Synthetic Lease
Transaction, the transactions contemplated by the Synthetic Lease
Basic Documents, the Powerton/Joliet Lease Transaction and the
transactions contemplated by the Powerton/Joliet Lease Operative
Documents shall be deemed not to be a Transaction with an Affiliate
for the purposes of this SECTION 8.2.6.".
(i) SECTION 8.2.7 of the Credit Agreement shall be amended by
deleting the last sentence and replacing it with the following sentence:
"Notwithstanding the foregoing, so long as no Default,
Event of Default or Maturity Event shall have occurred and
be continuing, the Borrower or any other Loan Party may
make a Restricted Payment to Edison Mission Energy on or
within 30 days after the date (A) any Powerton/Joliet Lease
Intercompany Note Payment is received by Midwest in an
amount not exceeding such Powerton/Joliet Lease
Intercompany Note Payment (to the extent that the same was
not included in any Restricted Payment theretofore made in
accordance with this Section 8.2.7 or used to pay
Powerton/Joliet Lease Liabilities) and (B) any Synthetic
Lease Intercompany Note Payment is received by Midwest in
an amount not exceeding such Synthetic Lease Intercompany
Note Payment (to the extent that the same was not included
in any Restricted Payment theretofore made in accordance
with this Section 8.2.7); PROVIDED that, in the event that
Midwest pays Incremental
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Synthetic Lease Environmental Indemnity Payments, the
aggregate amount of Restricted Payments payable in
accordance with this sentence (but not otherwise in
accordance with this Section 8.2.7) shall be reduced by
a like amount.".
(j) SECTION 8.2 of the Credit Agreement shall be amended by adding
SECTION 8.2.13 to the Credit Agreement as follows:
"Section 8.2.13 POWERTON/JOLIET LEASE OPERATIVE DOCUMENTS.
The Borrower shall not, and shall not permit any other Loan Party to
agree or consent to any termination, amendment, modification or
waiver of (a) Section 18.19 of each of the Powerton/Joliet Lease
Participation Agreements, (b) the definition of "Free Cashflow" set
forth in the Powerton/Joliet Operative Documents, (c) the
Powerton/Joliet Lease Intercompany Notes, or (d) or any other
provision of the Powerton/Joliet Lease Operative Documents that
increases or is reasonably likely to increase the liability, or the
obligations, of Midwest (or decreases or is reasonably likely to
decrease the liability, or the obligations, of Edison Mission Energy)
with respect to the Powerton/Joliet Lease Operative Documents in any
material respect.".
(k) SECTION 9.1.5 of the Credit Agreement shall be amended by
deleting the following parenthetical, "(OTHER THAN Indebtedness described in
SECTION 9.1.1 and Synthetic Lease Liabilities)" on the third line of Section
9.1.5 of the Credit Agreement and replacing it with the following
parenthetical:
"(OTHER THAN Indebtedness described in SECTION 9.1.1,
Synthetic Lease Liabilities and Powerton/Joliet Lease
Liabilities)".
(l) SECTION 9.1 of the Credit Agreement shall be amended by adding
SECTION 9.1.14, SECTION 9.1.15 and SECTION 9.1.16 to the Credit Agreement as
follows:
"Section 9.1.14 POWERTON/JOLIET LEASES. Any of the
Powerton/Joliet Lease Trusts (or the related Lease Indenture Trustee
(under, and as defined in the related, Powerton/Joliet Lease
Operative Documents) should have commenced to exercise remedies in
accordance with Section 17 of each of the Powerton/Joliet Leases to
terminate any of the Powerton/Joliet Leases and repossess any of the
Powerton/Joliet Lease Assets.
Section 9.1.15 EDISON MISSION ENERGY OBLIGATIONS . Edison
Mission Energy shall fail to make payment or fail to perform its
obligations under any Powerton/Joliet Lease Guarantee or any
Powerton/Joliet Lease Intercompany Note within five Business Days
after any such payment becomes due in accordance with the terms
thereof or hereof.
Section 9.1.16 POWERTON/JOLIET DOCUMENTATION. Any of the
Powerton/Joliet Lease Guarantees or the Powerton/Joliet Lease
Intercompany Notes is declared unenforceable or is terminated, or
Edison Mission Energy or any Powerton/Joliet Trust shall assert that
any of the Powerton/Joliet Lease Guarantees or the Powerton/Joliet
Intercompany Notes to which it is a party shall no longer be in full
force and effect.".
Section 3. AUTHORIZATION OF ADMINISTRATIVE AGENT. The Lenders party
hereto hereby authorize the Administrative Agent to authorize the Holdings
Collateral Agent to execute (i) the Powerton/Joliet Intercompany Note Pledge
Agreement and (ii) the Powerton/Joliet Subordination Agreements.
Section 4. CONSENT. Pursuant to SECTION 8.2.6(b) of the Credit
Agreement, the Lenders party hereto hereby consent to the execution and
delivery by Midwest and ComEd of Amendment No.1 to the ▇▇▇▇▇▇▇ PPA.
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Section 5. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each
of the following conditions precedent have been satisfied or will be satisfied
contemporaneously with this Amendment becoming effective:
(a) Delivery to the Administrative Agent of this
Amendment duly executed and delivered by the Borrower and the
Lenders constituting the Required Lenders;
(b) Delivery to the Administrative Agent of the
Powerton/Joliet Lease Operative Documents in form and substance
satisfactory to the Administrative Agent;
(c) All conditions precedent to effectuate the
Powerton/Joliet Lease Transaction have been satisfied (including
delivery of the ComEd Powerton/Joliet Lease Consents) or waived;
(d) Delivery to the Administrative Agent of (i)
the Powerton/Joliet Intercompany Note Pledge Agreements and (ii) the
Powerton/Joliet Subordination Agreements, each in form and substance
satisfactory to the Administrative Agent.
(e) Delivery to the Holdings Collateral Agent of
each of the Powerton/Joliet Lease Intercompany Notes in pledge under
the Powerton/Joliet Intercompany Note Pledge Agreements, each
accompanied by a duly executed blank bond power.
(f) The Administrative Agent shall have received
opinions, dated the Amendment Effective Date and addressed to the
Administrative Agent and the Lenders, from (i) the general counsel to
the Loan Parties, (ii) the special New York counsel to the Loan
Parties, (iii) the special Illinois counsel to the Loan Parties, and
(iv) Federal Energy Regulatory Commission counsel to the Loan
Parties. Each such opinion shall be in form and substance reasonably
satisfactory to the Administrative Agent;
(g) The Borrower shall have received written
confirmation from S&P and ▇▇▇▇▇'▇ that after giving effect to the
Powerton/Joliet Lease Transaction, no Debt Rating shall fall below
the Debt Rating in effect prior to giving effect to the
Powerton/Joliet Lease Transaction;
(h) The representations and warranties of the
Borrower as set forth in the Credit Agreement and each Loan Party as
set forth in each of the Loan Documents to which such Loan Party is a
party, shall be true and correct as of the Amendment Effective Date
after giving effect to the amendments contemplated hereby (unless
stated to be given as of an earlier date, in which case such
representation and warranty shall be true and correct only as of such
earlier date); and
(i) As of the Amendment Effective Date, no
Default shall have occurred and be continuing.
(j) Contemporaneously with this Amendment
becoming effective, the Administrative Agent shall have received
confirmation that Edison Mission Energy has used the proceeds of the
Powerton/Joliet Intercompany Notes to repay in full Indebtedness of
Edison Mission Energy (including, without limitation, the repayment
in full of its obligations under the Credit Agreement dated as of
December 15, 1999 among Edison Mission Energy, the commercial lending
institutions party thereto and The Chase Manhattan Bank, as
Administrative Agent and the termination of related commitments).
Section 6. MISCELLANEOUS. Except as expressly amended hereby, all of
the terms and provisions of the Credit Agreement are and shall remain in full
force and effect. This
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Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers as of the day and year first above
written.
EDISON MISSION MIDWEST
HOLDINGS CO.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Assistant
Secretary
Address for Notices:
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
THE CHASE MANHATTAN BANK,
as Administrative Agent and as Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to :
Loan & Agency Services Group
The Chase Manhattan Bank
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
CITICORP USA, INC.,
as Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Managing Director
Attorney-In-Fact
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopier No.:
SOCIETE GENERALE,
as Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Address for Notices:
1221 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch,
as Lender
By:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By:/s/ ▇▇▇▇▇ Derueloy
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Name: ▇▇▇▇▇ Derueloy
Title: Manager
Address for Notices:
1211 Avenue of the Americas
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
2
BANK OF MONTREAL,
as Lender
By:/s/ Cahal ▇. ▇▇▇▇▇▇▇
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Name: Cahal ▇. ▇▇▇▇▇▇▇
Title: Director
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
FORTIS CAPITAL CORP.,
as Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Operating
Officer
Address for Notices:
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
THE ROYAL BANK OF SCOTLAND PLC,
as Lender
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
3
Address for Notices:
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Wall Street Plaza
26th Floor
New York, New York 10005
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
THE BANK OF NOVA SCOTIA,
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
With a copy to :
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
BANK OF AMERICA, N.A.,
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
4
ABN AMRO BANK N.V.,
as Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President & Managing
Director
By:/s/ ▇▇▇▇▇▇▇ Babaya
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Name: ▇▇▇▇▇▇▇ Babaya
Title: Assistant Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Credit Administration
With a copy to:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Lender
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
Address for Notices:
c/o Bankers Trust Company
Corporate Trust & Agency Group
Loan Services
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇
Telecopier No.:
With a copy to:
3 World Financial ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
5
DRESDNER BANK AG,
New York and Grand Cayman Branches,
as Lender
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Address for Notices:
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BAYERISCHE LANDESBANK GIROZENTRALE,
as Lender
By:/s/ ▇▇▇▇▇▇ von Kistowsky
----------------------------------------
Name: ▇▇▇▇▇▇ von Kistowsky
Title: Senior Vice President & Branch
Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BARCLAYS BANK PLC,
as Lender
By:
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Name:
Title:
6
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
NATIONAL WESTMINSTER BANK Plc,
New York Branch
as Lender
By:
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Name:
Title:
NATIONAL WESTMINSTER BANK Plc,
Nassau Branch
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
Commercial Loan Operations
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
7
BANK ONE, NA (Chicago Branch),
as Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice President
Address for Notices:
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
TORONTO DOMINION (TEXAS) INC.,
as Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
BANQUE NATIONALE DE PARIS,
as Lender
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
8
Address for Notices:
Treasury Department
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Telecopier No.:
With a copy to:
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
COMMERZBANK AG, New York and
Cayman Island Branches,
as Lender
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
SANPAOLO IMI S.p.A.,
as Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Deputy General Manager
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
9
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
CREDIT LOCAL DE FRANCE,
New York Agency
as Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
THE FUJI BANK, LIMITED,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Team Leader
Address for Notices:
Two World Trade ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇
Telecopier No.:
10
KBC BANK N.V.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
CREDIT LYONNAIS, New York Branch
as Lender
By:
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Name:
Title:
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
MB FINSTRUTTURE, S.p.A.
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
11
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Simonpietro ▇▇▇▇▇▇
Telecopier No.:
ABBEY NATIONAL TREASURY
SERVICES plc,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
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Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED,
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
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Telecopier No.:
12
CIBC INC.,
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp., As Agent
Address for Notices:
Two Paces West
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE New York/Grand
Cayman Islands Branches,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Lender
By:
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Name:
Title:
13
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
NATIONAL AUSTRALIA BANK
LIMITED, (A.C.N. 004044937)
as Lender
By:
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Name:
Title:
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
BAYERISCHE HYPO-UND
VEREINSBANK AG, New York Branch,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
14
BANK HAPOALIM B.M.,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
COBANK, ACB,
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANKGESELLSCHAFT BERLIN AG,
London Branch
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
15
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park/▇▇▇▇▇▇▇▇
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Telecopier No.:
NATEXIS BANQUES POPULAIRES,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP & Manager
Latin America Group
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President & Group Manager
Project Finance Group
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
CREDIT INDUSTRIEL ET COMMERCIAL,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇. PALIN
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Name: ▇▇▇▇ ▇. Palin
Title: Vice President
16
Address for Notices:
▇ ▇▇▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
MELLON BANK, N.A.,
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
Three Mellon ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Loan Administration Dept.
Telecopier No.:
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD.,
as Lender
By:
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Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇
Telecopier No.:
BANK OF CHINA, NEW YORK,
as Lender
By:
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Name:
Title:
17
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG, New York Branch
as Lender
By: /s/ ▇▇▇▇▇▇ SVEHNHOLZ
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Name: ▇▇▇▇▇▇ Svehnholz
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
Erste Bank New York Branch
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
18