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EXHIBIT 10.19
SECOND AMENDMENT UNDER
GP TERM LOAN AGREEMENT
Second Amendment, dated as of February 4, 1999 (the "Second
Amendment"), to the Amended and Restated Term Loan Agreement, dated as of
September 15, 1992 (as amended, supplemented or otherwise modified from time to
time, the "GP Term Loan Agreement"), between COGEN TECHNOLOGIES LINDEN, LTD.
(the "Borrower") and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, not in its individual capacity except to the extent
expressly set forth herein but as trustee (in such capacity, the "Owner
Trustee") under a Trust Agreement, dated as of December 28, 1990 (as amended,
supplemented and modified from time to time, the "Trust Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to the GP Term Loan Agreement, the Owner Trustee has
agreed to make, and has made, certain loans and other extensions of credit to
the Borrower;
WHEREAS, the Borrower has requested (i) a certain consent and waiver
of even date herewith executed by RCM Holdings, Inc., as a general partner of
the Borrower, and the Owner Trustee (the "Consent and Waiver (RCM)"), (ii) a
certain consent and waiver of even date herewith executed by JEDI Linden GP,
L.L.C., as a general partner of the Borrower, and the Owner Trustee (the
"Consent and Waiver (JEDI Linden)") and (iii) this Second Amendment, and upon
this Second Amendment becoming effective, the Owner Trustee has agreed, that
certain provisions of the GP Term Loan Agreement be amended in the manner
provided for in this Second Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Definitions.
1. Section 1.1 of the GP Term Loan Agreement shall be amended by:
(i) deleting the definitions "Amended and Restated
Partnership Agreement", "Fixed Charge Coverage Ratio," and
"Partnership Agreement" and substituting in lieu thereof the
following definitions:
"'Fixed Charge Coverage Ratio': shall mean, for each
year during the Preferred Distribution Period, the ratio of:
(a) the pro forma EBDIT of the Limited Partnership
for such year to
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(b) the sum of (i) the aggregate Preferred Cash
Distributions required to be made during such year, plus (ii)
the aggregate amount of interest payable on the Loans during
such year, plus (iii) the aggregate amount of scheduled
repayments to be made on the Post-Completion Note during such
year, plus (iv) the aggregate amount of interest and principal
payments to be made during such year on any Additional Debt
(including the Intercompany Subordinated Loan) incurred by the
Borrower as permitted by subsection 7.2(b); provided, however,
that, for purposes of and only for purposes of Section 4.01(d)
of the Security Deposit Agreement, so long as the Fixed Charge
Coverage Ratio, calculated with the inclusion of payments on
the Intercompany Subordinated Loan, is no less than 1.1 to
1.0, the Fixed Charge Coverage Ratio shall be calculated
without including payments on the Intercompany Subordinated
Loan."
"'Linden Partnership Agreement': shall mean the
Agreement of Limited Partnership of the Borrower, dated as of
June 28, 1989, as amended, supplemented or otherwise modified
from time to time."
"'Project Partnership Agreement': shall mean the
Amended and Restated Agreement of Limited Partnership of
Cogen Technologies Linden Venture, L.P., dated as of
September 15, 1992, as amended, supplemented or otherwise
modified from time to time."
and
(ii) adding the following new definitions:
"'Acceptable Bank': shall mean any commercial bank
which has a long-term senior unsecured debt rating of "A" or
better by both Standard & Poor's Rating Services and ▇▇▇▇▇'▇
Investors Services, Inc. and has a branch office in New York
City, New York."
"'East Coast': shall mean East Coast Power L.L.C., a
Delaware limited liability company."
"'GP Term Loan Shortfall Amount': shall mean any
amount due and payable by the Borrower hereunder which is
unpaid."
"'Intercompany Subordinated Loan': shall mean the
subordinated intercompany loan to be made on February 5, 1999
by East Coast to the Borrower in order for the Borrower to
pay in full the Redemption Subordinated Loan."
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"'Letter of Credit': shall mean the letter of
credit, dated as of February 4, 1999, made by Bank of America
NT & SA in favor of the Owner Trustee, in an amount equal to
$22,250,000 as the same may be replaced, renewed, amended,
supplemented or otherwise modified from time to time."
"'Letter of Credit Proceeds': shall mean the
proceeds from any drawing by the Lender under the Letter of
Credit."
"'Letter of Credit Proceeds Interest Amount': shall
mean, at any time after a drawing under the Letter of Credit,
any interest, dividends, gain and the like that have accrued
or been earned (but only to the extent that they have
actually accrued or been earned) as of such time on the
excess, from time to time, of (i) the Letter of Credit
Proceeds (together with any interest, dividends, gains and
the like accrued or earned thereon) over (ii) the sum of the
Project PA Shortfall Amount and GP Term Loan Shortfall
Amount."
"'Linden, Inc.': shall mean JEDI Linden, Inc., a
Delaware corporation."
"'Project PA Shortfall Amount': shall be an amount
equal to $0 as of February 4, 1999 and shall be (x)
increased, at the time of any monthly distribution under
subsection 4.3(a) of the Project Partnership Agreement, by
the excess, if any, of the amount specified in such
subsection 4.3(a) to be distributed with respect to the
Preferred Limited Partnership Interest and the Common Limited
Partnership Interest (both as defined in the Project
Partnership Agreement) for such month over the amount
actually distributed pursuant to such subsection with respect
to the Preferred Limited Partnership Interest and the Common
Limited Partnership Interest for such month, and (y)
decreased, at the time of any distribution under subsection
4.5 of the Project Partnership Agreement, by distributions
with respect to the Preferred Limited Partnership Interest
and the Common Limited Partnership Interest pursuant to such
subsection 4.5."
"'Redemption and Amendment Agreement': shall mean
the Redemption of Partnership Interests and Amendment to
Agreement of Limited Partnership of Cogen Technologies
Linden, Ltd., dated as of February 4, 1999, by and among JEDI
Linden GP, L.L.C., JEDI Linden LP, L.L.C., RCM Management
Services, L.P., Cogen Technologies Limited Partners Joint
Venture and the Borrower."
"'Redemption Subordinated Loan': shall mean a
subordinated bridge loan from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated to the Borrower on February 4, 1999, the
proceeds of which were used or will be used by the Borrower
for the redemption by
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the Borrower of certain partnership interests in the Borrower
owned by RCM Holdings, Inc. (formerly known as Cogen
Technologies, Inc.) and Cogen Technologies Limited Partners
Joint Venture pursuant to the Redemption and Amendment
Agreement."
"'Security Agreement' shall mean the Collateral
Security Account and Pledge Agreement, dated as of September
17, 1992, by and among the Owner Trustee, UBS, AG, Linden
Owner Partnership, as Beneficiary and United States Trust
Company of New York, as amended, supplemented and modified
from time to time."
2. Section 1.1 of the GP Term Loan Agreement shall be amended by
inserting the words ", the Letter of Credit" in the sixth line of the
definition of "Collateral Security Documents" after the words "Deposit
Agreement" and before the words "and any".
3. Unless otherwise defined herein, terms defined in the GP Term
Loan Agreement and used herein shall have the meanings given to them in the GP
Term Loan Agreement.
4. After the effective date of this Second Amendment (i) any
reference to "the General Partner" in the GP Term Loan Agreement shall mean
JEDI Linden GP, L.L.C., a Delaware limited liability company and its successors
and assigns, (ii) any reference to "the Limited Partner" in the GP Term Loan
Agreement shall mean JEDI Linden LP, L.L.C., a Delaware limited liability
company and its successors and assigns, (iii) any reference to "the Amended and
Restated Partnership Agreement" in the GP Term Loan Agreement shall mean the
Project Partnership Agreement, and (iv) any reference to "the Partnership
Agreement" in the GP Term Loan Agreement shall mean the Linden Partnership
Agreement.
II. Amendment to the GP Term Loan Agreement.
1. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 2.7(d) of the GP Term Loan Agreement by inserting
the words "the Letter of Credit," in the thirteenth line after the words "this
Agreement," and before the words "the Security Deposit Agreement".
2. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 3.11 of the GP Term Loan Agreement by deleting ";
provided, however, that the Lender shall have full recourse to the Borrower and
all of its assets in an amount equal to 10% of the then outstanding Obligations
less the amount of cash or cash equivalents in the Working Capital Fund" in the
fifth line through ninth line thereof.
3. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 6.1 of the GP Term Loan Agreement by (i) deleting
the reference to New York in clause (ii) of the first sentence thereof and (ii)
deleting the last sentence thereof and replacing it with the following
sentences:
"The General Partner (i) will be the sole general partner of the
Borrower and engage solely
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in the business of the performance of the Borrower's obligations
pursuant to the Transaction Documents and (ii) will preserve and
maintain in full force and effect its existence as a limited liability
company under the laws of the State of Delaware and its qualification
to do business in the States of Texas and New Jersey and in each other
jurisdiction in which the conduct of its business requires such
qualification. Linden, Inc. will preserve and maintain in full force
and effect its existence as a corporation under the laws of the State
of Delaware and its qualification to do business in the States of
Texas and New Jersey and in each other jurisdiction in which the
conduct of its business requires such qualification. East Coast will
preserve and maintain in full force and effect its existence as a
limited liability company under the laws of the State of Delaware and
its qualification to do business in the States of Texas and New Jersey
and in each other jurisdiction in which the conduct of its business
requires such qualification."
4. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 6.6 of the GP Term Loan Agreement by adding the
following as subsection (c):
"(c) Each of the General Partner, Linden, Inc. and East Coast
shall comply with all applicable laws, rules, regulations and orders,
and shall from time to time obtain and comply with all Government
Approvals as shall now or hereafter be necessary under applicable law
or regulation, except any thereof the non-compliance with which could
not reasonably be expected to (i) have a material adverse affect on
the business, operations, property or condition (financial or other)
of the Borrower or the General Partner or the rights or interests of
the Lender or (ii) materially adversely affect the Borrower's or the
General Partner's ability to perform its obligations under the
Transaction Documents to which it is a party."
5. Each of the Borrower and the Owner Trustee hereby consents and
agrees to amend the GP Term Loan Agreement by adding the following Section
6.18:
"6.18 Certain Covenants Relating to the General Partner,
Linden, Inc. and East Coast.
(a) Each of the General Partner, Linden, Inc. and
East Coast will observe all procedures required by their
respective organizational documents and the laws of the State
of Delaware as they apply to limited liability companies with
respect to the General Partner and East Coast and to
corporations with respect to Linden, Inc.
(b) The business and affairs of the General Partner
will be managed by or under the direction of its manager in
accordance with the limited liability company agreement of
the General Partner. Subject to the provisions of the General
Partner's limited liability agreement, Linden, Inc. and East
Coast will have the normal rights
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of a member of the General Partner under Delaware law.
(c) The funds of the General Partner will be
deposited in a bank account or accounts of the General
Partner. No other entity will have an interest in such
account or accounts; provided, however, that such account or
accounts may be part of a "cash concentration" system with a
bank; such accounts will be accounted for and tracked
separately.
(d) Each of the General Partner, Linden, Inc. and
East Coast will be responsible for its own expenses.
(e) Each of the General Partner, Linden, Inc. and
East Coast will conduct its business solely in its own name
and through its duly authorized officers or agents, in each
case so as not to mislead others as to its identity, assets
or liabilities. The General Partner will have its own
telephone listing and an identifiable principal place of
business. The General Partner, Linden, Inc. and East Coast
will have separate stationery, check stock and other business
forms.
(f) The General Partner will maintain separate
financial statements, separately identifying its own assets,
liabilities and operations. The annual financial statements
of the General Partner, of Linden, Inc. and of East Coast
will be prepared in accordance with generally accepted
accounting principles and, in particular, will clearly
reflect each of their respective separate assets and
liabilities and the fact that the general partnership
interest in the Borrower is owned by the General Partner.
6. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 7.5 of the GP Term Loan Agreement by deleting the
last sentence thereof and replacing it with the following sentence:
"The General Partner will (i) be the sole general partner of
the Borrower and (ii) engage solely in the business of the
performance of the Borrower's obligations pursuant to the
Transaction Documents. Linden, Inc. will (i) be a member of
the General Partner and holding no less than 1% membership
interest in the General Partner and (ii) engage solely in the
business of the performance of the General Partner's
obligations pursuant to the Transaction Documents."
7. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 7.7 of the GP Term Loan Agreement by adding the
following sentence at the end thereof:
"The General Partner shall not make any investments (whether
by purchase of stock,
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bonds, notes or other securities, loan, advance or otherwise)
other than Permitted Investments and investments in general
partnership interests in the Borrower."
8. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend Section 7.12 of the GP Term Loan Agreement by adding the
following sentence at the end thereof:
"The General Partner shall not, directly or indirectly,
purchase, acquire, exchange or lease any property from or
sell, transfer or lease any property to, or borrow any money
from, or otherwise enter into any transaction or arrangement
with, any Affiliate or any officer, director or employee of
East Coast, except for (a) the transactions contemplated by
the Transaction Documents, and (b) transactions upon fair and
reasonable terms no less favorable than the General Partner
could obtain or could become entitled to, in an arm's length
transaction with a Person which is not an Affiliate."
9. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend the GP Term Loan Agreement by deleting Section 7.15
thereof.
10. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend paragraph (b) of Section 8 of the GP Term Loan Agreement by
inserting the following words in the twelfth line after the words "(other than
any Project Document)," and before the word "shall":
"or any representation, warranty or statement by the Borrower
on behalf of the General Partner, Linden, Inc. or East Coast
to the Lender in the Amendment under the GP Term Loan
Agreement, dated February 4, 1999, between the Borrower and
the Lender."
11. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend paragraph (c) of Section 8 of the GP Term Loan Agreement by
adding at the end thereof the following clause:
"(iii) (A) the General Partner shall fail to perform or
observe Sections 1.04, 2.01, 2.06, 5.03, 4.01 or 5.04 of its
limited liability company agreement, or (B) Linden, Inc.
shall fail to perform or observe Articles III, VIII.2, VIII.3
or XI.1 of its Certificate of Incorporation; or (iv)(A) the
General Partner shall fail to perform or observe any
provisions of its limited liability company agreement (other
than provisions enumerated in clause (iii)(A) above of this
paragraph (c)), or (B) Linden, Inc. shall fail to perform or
observe any provisions of its certificate of incorporation
(other than provisions enumerated in clause (iii)(B) above of
this paragraph (c)), and in each case in this clause (iv)
such failure shall continue unremedied for a period of
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30 days after written notice thereof from the Lender to the
General Partner and the Borrower; provided, however, that
such 30 day period shall be extended for such period of time
(not to exceed 60 days) during which the General Partner or
Linden, Inc. or the Borrower on behalf of the General Partner
or Linden, Inc. shall be diligently using its best efforts to
cure such default; or"
12. Each of the Borrower and the Owner Trustee hereby consents
and agrees to restate in its entirety paragraph (k) of Section 8 of the GP Term
Loan Agreement to read as follows:
"(k) An entity with a net worth of at least $100,000,000
shall fail to own and control, directly or indirectly, a
beneficial interest of at least 8.2% in the Borrower."
13. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend paragraph (t) of Section 8 of the GP Term Loan Agreement by
inserting the words "or its successors or assigns" after the word "Exxon" and
before the word "shall" on the first line of such paragraph (t).
14. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend the address of the Borrower in Section 9.2 of the GP Term
Loan Agreement to read as follows:
"Cogen Technologies Linden, Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Compliance Department
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇"
15. Each of the Borrower and the Owner Trustee hereby consents
and agrees to amend the GP Term Loan Agreement by adding the following Section
9.19:
"Section 9.19 Payment under Letter of Credit. To the
extent the Lender shall draw payment under the Letter of
Credit, the Letter of Credit Proceeds (plus any Letter of
Credit Proceeds Interest Amount) shall constitute additional
cash collateral for the Obligations of the Borrower to the
Lender hereunder, and shall not constitute a payment or
prepayment of principal of or interest on the Loans until the
final scheduled principal payment of and interest on the
Loans; provided, however, that (1) if the Letter of Credit
Proceeds (plus any Letter of Credit Proceeds Interest Amount)
exceeds the amount of the final scheduled principal payment
of and interest on the Loans, such excess amount shall be
applied to the scheduled principal and interest payment of
the Loans in the inverse order of maturity, starting from the
second to the last scheduled principal payment of and
interest on the Loans, (2) if the
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Loans are accelerated pursuant to the terms hereof, any
Letter of Credit Proceeds (plus any Letter of Credit Proceeds
Interest Amount) which has not been applied pursuant to other
provisions of this Section 9.19 shall be applied to the
Borrower's Obligations hereunder and (3) the Letter of Credit
Proceeds (plus any Letter of Credit Proceeds Interest
Amount), after deposit into the Required Payment Account (as
defined in the Security Agreement) pursuant to the Security
Agreement, may be used pursuant to Section 4.01(b) thereof
without affecting the Borrower's obligations hereunder or the
Limited Partnership's obligations under the Project
Partnership Agreement."
III. Representations and Warranties.
In order to induce the Lender to enter into this Second Amendment, the
Borrower represents and warrants to the Lender that as of the effective date
hereof:
(a) Organization; Existence. The General Partner is a limited
liability company duly organized and validly existing under the laws
of the State of Delaware. Linden, Inc. is corporation duly organized
and validly existing under the laws of the State of Delaware. East
Coast is a limited liability company duly organized and validly
existing under the laws of the State of Delaware. Each of the General
Partner, Linden, Inc. and East Coast maintains its existence and its
good standing under the laws of the State of Delaware.
(b) Compliance with Laws. Each of the General Partner,
Linden, Inc. and East Coast is in compliance with all Requirements of
Law.
(c) Capitalization. The General Partner is adequately
capitalized for the business in which it will engage.
(d) Conduct and Communications. Each of the General Partner,
Linden, Inc. and East Coast conducts its business solely in its own
name and through its duly authorized members or agents, in each case
so as not to mislead others as to its identity, assets or liabilities.
The General Partner has its own telephone listing and an identifiable
principal place of business. The General Partner, Linden, Inc. and
East Coast have separate stationery, check stock and other business
forms.
(e) Arm's Length. The General Partner has not entered into
any transaction or arrangements with any Affiliate or any officer,
director or employee of East Coast or Linden, Inc. except for (a) the
transactions contemplated by the Transaction Documents or this Second
Amendment or the Consent and Waiver (JEDI Linden), and (b)
transactions upon fair and reasonable terms no less favorable than the
General Partner could obtain or could
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become entitled to, in an arm's length transaction with a Person which
is not an Affiliate.
IV. Conditions to Effectiveness.
This Second Amendment shall become effective on the date on which:
(a) the Borrower and the Owner Trustee shall have duly
executed and delivered counterparts of (i) the Consent and Waiver
(RCM), (ii) the Consent and Waiver (JEDI Linden), (iii) this Second
Amendment, and (iv) the Second Amendment to the Project Partnership
Agreement.
(b) the General Partner shall have in effect a certificate of
formation substantially in the form of Exhibit A hereto and a limited
liability company agreement substantially in the form of Exhibit B
hereto, and Linden, Inc. shall be a member of the General Partner with
a membership interest of at least 1% in the General Partner and shall
be a Delaware corporation with certificate of incorporation and bylaws
in effect substantially in the form of Exhibit C, and the Owner
Trustee shall have received copies of all such documents duly
certified by the Secretary of State of the State of Delaware in the
case of the certificate of formation of JEDI Linden GP, L.L.C. and the
certificate of incorporation of Linden, Inc. and otherwise duly
certified by appropriate officers of Linden GP, L.L.C. or Linden,
Inc., as the case may be.
(c) an Acceptable Bank shall have duly executed and delivered
the Letter of Credit substantially in the form of Exhibit D hereto,
accompanied by an opinion of counsel and other documentation
reasonably satisfactory to the Owner Trustee, the Tranche A Banks and
the Tranche B Lenders regarding the enforceability of the Letter of
Credit and such other matters as reasonably requested by such persons;
(d) the Owner Trustee, the Tranche A Banks and the Tranche B
Lenders shall have received an opinion from counsel to East Coast, in
form and substance acceptable to such persons;
(e) the Owner Trustee, the Tranche A Banks and the Tranche B
Lenders shall have received a certificate from East Coast, in form and
substance acceptable to such persons, representing and warranting that
(i) neither East Coast nor any entity owned or controlled by East
Coast is in default of its obligations under any of the Operative
Documents, and East Coast is not aware of any such default by any
other party under the Transaction Documents or any of the Operative
Documents, (ii) all third party consents (other than the consent of
the Owner Trustee) and government approvals and notifications required
for these transactions have been obtained or made or are being granted
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simultaneously herewith, (iii) the transactions will not have a
material adverse effect on the Project or the ability of any entity to
perform its obligations under the Transaction Documents or any of the
Operative Documents, (iv) the transactions contemplated by this Second
Amendment, the Consent and Waiver (RCM) and the Consent and Waiver
(JEDI Linden) will not cause the Project to lose its status as a
"qualifying facility" under PURPA or any similar statute of the State
of New Jersey, (v) neither the Owner Trustee nor the Beneficiary nor
any of their respective Affiliates will be deemed to be, or be subject
to the regulation as, an "electric utility," an "electric utility
holding company," a "public utility" or a "public utility holding
company" or any similar entity under any existing law, rule or
regulation of any Governmental Authority and (vi) such other matters
as may be reasonably requested by such persons; and
(f) the Owner Trustee, the Tranche A Banks and the Tranche B
Lenders shall have received a duly executed copy, in form and
substance acceptable to such person and its counsel, of each of (i)
the GP Term Loan Securities Accounts Control Agreement among the
Borrower, the Owner Trustee, and PNC Bank, N.A. in substantially the
same form as Exhibit E, (ii) the Tranche A and B Securities Accounts
Control Agreement among the Owner Trustee, the Collateral Agent and
United States Trust Company of New York in substantially the same form
as Exhibit F, and (iii) the Letter of Credit Proceeds Agreement,
between the Owner Trustee and Linden Owner Partnership in
substantially the same form as Exhibit G.
V. General
1. Payment of Expenses. The Borrower agrees to pay or reimburse
the Owner Trustee for all of its out-of-pocket costs and reasonable expenses of
the Owner Trustee incurred in connection with this Second Amendment, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
its counsel.
2. No Other Amendments; Confirmation. Except as expressly set
forth herein, the provisions of the GP Term Loan Agreement are and shall remain
in full force and effect.
3. Governing Law; Counterparts.
(a) This Second Amendment shall be construed in accordance
with and governed by the laws of the State of New York.
(b) This Second Amendment may be executed by one or more of
the parties to this Second Amendment on any number of separate counterparts,
and all of said counterparts taken
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together shall be deemed to constitute one and the same instrument. A set of
the copies of this Second Amendment signed by all the parties shall be lodged
with each of the Borrower and the Owner Trustee.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
COGEN TECHNOLOGIES LINDEN, LTD.
By: JEDI Linden GP, L.L.C., a Delaware
limited liability company, as the general
partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Attorney in fact
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STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
but as Owner Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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Exhibits:
A- Form of GP Certificate of Formation
B- Form of GP Limited Liability Agreement
C- Form of Member Certificate of Incorporation
D- Form of Letter of Credit
E- GP Term Loan Securities Accounts Control Agreement
F- Tranche AB Securities Accounts Control Agreement
G- Letter of Credit Proceeds Agreement
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EXHIBIT A
FORM OF GP CERTIFICATE OF FORMATION
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EXHIBIT B
FORM OF GP LIMITED LIABILITY AGREEMENT
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EXHIBIT C
FORM OF MEMBER CERTIFICATE OF INCORPORATION
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EXHIBIT D
FORM OF LETTER OF CREDIT
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EXHIBIT E
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EXHIBIT F
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EXHIBIT G
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