AMENDMENT TWO AMENDMENT TWO (this "Amendment") dated as of June 23, 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...
Exhibit 10.108.2
EXECUTION COUNTERPART
AMENDMENT TWO
AMENDMENT TWO (this "Amendment") dated as of June 23, 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 Synthetic Lease
Transaction;
WHEREAS, the Borrower has requested, and the Administrative Agent and
the Lenders party hereto have agreed, to amend and waive certain provisions of
the Credit Agreement so as to permit the Synthetic Lease Transaction;
WHEREAS, the Borrower has requested, and the Administrative Agent and
the Lenders party thereon have agreed, to clarify the definitions of Fixed
Charges and Operating Expenses;
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 3 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 SYNTHETIC LEASE CONSENT" means the Consent to Sale of
Assets between Midwest and ComEd referred to in the Synthetic Lease
Basic Documents.
"INCREMENTAL SYNTHETIC LEASE ENVIRONMENTAL INDEMNITY PAYMENTS"
mean Synthetic Lease Environmental Indemnity Obligations paid to
Indemnitees
that would not otherwise would have been borne by Midwest had the
Synthetic Lease Transaction not been consummated and Midwest been both
the owner and the operator of Synthetic Lease Assets.
"SYNTHETIC LEASE" means the Lease Agreement dated as of June 23,
2000 between Midwest and Synthetic Lease Trust.
"SYNTHETIC LEASE ASSETS" mean certain electric generating
turbines further described in the Synthetic Lease Participation
Agreement as the "Leased Equipment".
"SYNTHETIC LEASE BASIC DOCUMENTS" means the Basic Documents as
defined in the Synthetic Lease Participation Agreement.
"SYNTHETIC LEASE ENVIRONMENTAL INDEMNITY OBLIGATIONS" mean
Synthetic Lease Liabilities consisting of liabilities or obligations
with respect to Section 6.2 or 6.7 of the Synthetic Lease Participation
Agreement that by virtue of Section 6.8 of the Synthetic Lease
Participation Agreement and the Synthetic Lease Guarantee are not
liabilities or obligations of Edison Mission Energy.
"SYNTHETIC LEASE GUARANTEE" means the Guaranty Agreement dated
as of June 23, 2000 made by Edison Mission Energy in favor of the
Synthetic Lease Trust that, among other things, guarantees the payment
by Midwest of all Synthetic Lease Liabilities other than Synthetic Lease
Environmental Indemnity Obligations.
"SYNTHETIC LEASE INTERCOMPANY NOTE" means the Intercompany
Note dated the Closing Date (as defined in the Synthetic Lease
Participation Agreement) evidencing the loan by Midwest to Edison
Mission Energy of the proceeds of the Synthetic Lease Transaction (net
of transaction expenses paid by Midwest in connection with the Synthetic
Lease Transaction).
"SYNTHETIC LEASE INTERCOMPANY NOTE PAYMENTS" mean the payments
by Edison Mission Energy to Midwest under or in respect of the Synthetic
Lease Intercompany Note.
"SYNTHETIC LEASE LIABILITIES" mean the basic rent, the
supplemental rent or any other amount, liability or obligation that
Midwest is obligated to pay under the Synthetic Lease or the other
Synthetic Lease Basic Documents, including, without limitation,
Synthetic Lease Environmental Indemnity Obligations.
"SYNTHETIC LEASE PARTICIPATION AGREEMENT" means the
Participation Agreement dated as of June 23, 2000 by and among Midwest,
Edison Mission Energy, the Synthetic Lease Trust, investors party
thereto, noteholders party thereto, Wilmington Trust Company, and
Citicorp North America, Inc., as Agent.
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"SYNTHETIC LEASE TRANSACTION" means the transaction pursuant
to the Synthetic Lease Participation Agreement and the Synthetic Lease
Basic Documents whereby Midwest sells the Synthetic Lease Assets to the
Synthetic Lease Trust and the Synthetic Lease Trust leases the Synthetic
Lease Assets to Midwest under the Synthetic Lease.
"SYNTHETIC LEASE TRUST" means EME/CDL Trust, a Delaware
statutory business trust.".
(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" and "OPERATING EXPENSES" 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 (i) proceeds of
any permitted asset sale, (ii) amounts available in the Cashflow
Recapture Fund and (iii) Synthetic Lease 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) and SECTION 8.2.1(i)) then outstanding to (ii) Total
Capitalization (excluding, to the extent included, the Synthetic Lease
Intercompany Note and payments by Edison Mission Energy pursuant to the
Synthetic Lease Guarantee).
"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 (x)
Designated Lease Liabilities and Synthetic Lease Liabilities) permitted
under SECTION 8.2.1 during such period.
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"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 and
Synthetic Lease Liabilities (other than payments of Synthetic Lease
Environmental Indemnity Obligations) and shall include (to the extent
excluded) Designated Lease Liabilities (other than Lease Obligations).".
(c) SECTION 8.2.1(a) of the Credit Agreement shall be deleted and
replaced 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 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 and (iii) Synthetic Lease
Liabilities;".
(d) SECTION 8.2.2 of the Credit Agreement shall be amended by (i)
deleting the period at the end of SECTION 8.2.2(l) of the Credit Agreement and
replacing it with the following: "; and"; and (ii) adding SECTION 8.2.2(m) to
SECTION 8.2.2 of the Credit Agreement as follows:
"(m) Liens created pursuant to the Synthetic Lease Basic Documents.".
(e) SECTION 8.2.4 of the Credit Agreement shall be amended by deleting
SECTION 8.2.4(iv) of the Credit Agreement and replacing it in its entirety with
the following subsections:
"(iv) transfer certain railcars or rights to railcars as part of the
Transco Transaction and (v) sell the Synthetic Lease Assets to Synthetic
Lease Trust pursuant to the Synthetic Lease Basic Documents; PROVIDED,
FURTHER, that any Asset Disposition pursuant to CLAUSES (i), (ii),
(iii), (iv) and (v) 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.".
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(f) SECTION 8.2.5 of the Credit Agreement shall be amended by (i)
deleting the period at the end of SECTION 8.2.5(d) of the Credit Agreement and
replacing it with the following: "; and"; and (ii) adding SECTION 8.2.5(e) to
SECTION 8.2.5 of the Credit Agreement as follows:
"(e) Investments evidenced by the Synthetic Lease Intercompany Note.".
(g) SECTION 8.2.6(a) of the Credit Agreement shall be amended by adding
the following sentence at the end of the section:
"Notwithstanding the foregoing, the Synthetic Lease Transaction and the
transactions contemplated by the Synthetic Lease Basic Documents shall
be deemed not to be a Transaction with an Affiliate for the purposes of
this SECTION 8.2.6.".
(h) SECTION 8.2.7 of the Credit Agreement shall be amended by adding
the following sentence at the end of Section 8.2.7 of the Credit Agreement:
"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 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 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.".
(i) SECTION 8 of the Credit Agreement shall be amended by adding
SECTION 8.2.12 to the Credit Agreement as follows:
"Section 8.2.12 SYNTHETIC LEASE BASIC 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 6.8 or
7.2 of the Synthetic Lease Participation Agreement, (b) the definition
of "Free Cashflow" set forth in the Synthetic Lease Basic Documents or
(c) or any other provision of the Synthetic Lease Basic Documents that
increases or is reasonably
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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 Synthetic
Lease Basic Documents in any material respect.".
(j) SECTION 9.1.5 of the Credit Agreement shall be amended by inserting
the following phrase inside the parenthetical after, "(OTHER THAN Indebtedness
described in SECTION 9.1.1" on the third line of Section 9.1.5 of the Credit
Agreement:
"and Synthetic Lease Liabilities".
(k) SECTION 9 of the Credit Agreement shall be amended by adding
SECTION 9.1.13 to the Credit Agreement as follows:
"Section 9.1.13 SYNTHETIC LEASE. The Synthetic Lease Trust should
have commenced to exercise remedies in accordance with Section 15 of the
Synthetic Lease to terminate the Synthetic Lease and repossess any of
the Synthetic Lease Assets.".
Section 3. 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:
(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 Synthetic
Lease Basic Documents in form and substance satisfactory to the
Administrative Agent;
(c) All conditions precedent to effectuate the Synthetic Lease
Transaction have been satisfied (including delivery of the ComEd
Synthetic Lease Consent) or waived;
(d) 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 and
(iii) Federal Energy Regulatory Commission counsel to the Loan Parties.
Each such opinion shall be in form and substance reasonably
satisfactory to the Administrative Agent;
(e) 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
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representation and warranty shall be true and correct only as of such
earlier date); and
(f) As of the Amendment Effective Date, no Default shall have
occurred and be continuing.
Section 4. 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 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.
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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
Address for Notices:
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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:
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With a copy to :
Loan & Agency Services Group
The Chase Manhattan Bank
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
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CITICORP USA, INC.,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopier No.:
SOCIETE GENERALE,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Address for Notices:
1221 Avenue of the ▇▇▇▇▇▇▇▇
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇
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Telecopier No.:
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
1211 Avenue of the Americas
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Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇
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Telecopier No.:
BANK OF MONTREAL,
as Lender
By: /s/ Cahal ▇. ▇▇▇▇▇▇▇
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Name: Cahal ▇. ▇▇▇▇▇▇▇
Title: Director
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
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FORTIS CAPITAL CORP. (FORMERLY
MEESPIERSON CAPITAL CORP.,)
as Lender
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title: Managing Director
Address for Notices:
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
THE ROYAL BANK OF SCOTLAND
PLC,
as Lender
By:
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Name:
Title:
Address for Notices:
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Wall Street Plaza
26th Floor
New York, New York 10005
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
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as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
With a copy to :
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Attention: ▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
BANK OF AMERICA, N.A.,
as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
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ABN AMRO BANK N.V.,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
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Attention: Credit Administration
With a copy to:
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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
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Attention: ▇▇▇▇▇ ▇▇▇
Telecopier No.:
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With a copy to:
3 World Financial ▇▇▇▇▇▇
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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 Vice President
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BAYERISCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇. ▇▇▇▇
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Name: ▇. ▇▇▇▇
Title: First Vice President
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Address for Notices:
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Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BARCLAYS BANK PLC,
as Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director Lease
Transaction Management
Address for Notices:
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
NATIONAL WESTMINSTER BANK Plc,
New York Branch
as Lender
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Manager
NATIONAL WESTMINSTER BANK Plc,
Nassau Branch
as Lender
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Manager
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Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
Commercial Loan Operations
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▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANK ONE, NA (Chicago Branch),
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice President
Address for Notices:
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
16
TORONTO DOMINION (TEXAS) INC.,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
BANQUE NATIONALE DE PARIS,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
Treasury Department
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Telecopier No.:
With a copy to:
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
17
COMMERZBANK
AKTIENGESELLSCHAFT, New York
Branch,
as Lender
By: /s/ Christian Jagenberg
--------------------------------
Name: Christian Jagenberg
Title: SVP and Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
SANPAOLO IMI S.p.A.,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇
▇▇▇▇▇▇▇▇
Telecopier No.:
18
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:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇
Telecopier No.:
19
KBC BANK N.V.,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
CREDIT LYONNAIS, New York Branch
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
20
MB FINSTRUTTURE, S.p.A.
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Head of Project Finance
Department
By: /s/ Giulio Rolandiano
--------------------------------
Name: Giulio Rolandiano
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Simonpietro ▇▇▇▇▇▇
Telecopier No.:
ABBEY NATIONAL TREASURY
SERVICES plc,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
21
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Telecopier No.:
CIBC INC.,
as Lender
By: /s/ M. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: M. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. As
Agent
Address for Notices:
Two Paces West
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
22
NORDDEUTSCHE LANDESBANK
GIROZENTRALE New York/Grand
Cayman Islands Branches,
as Lender
By: /s/ ▇▇▇▇▇ ▇-▇. Mejean
--------------------------------
Name: ▇▇▇▇▇ ▇-▇. ▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
23
NATIONAL AUSTRALIA BANK
LIMITED, (A.C.N. 004044937)
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
BAYERISCHE HYPO-UND
VEREINSBANK AG, New York
Branch,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
24
BANK HAPOALIM B.M.,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Title: First Vice President &
Corporate Manager
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
COBANK, ACB,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇ Branch
as Lender
By: /s/ H. Van Wyk
--------------------------------
Name: H. Van Wyk
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
NATEXIS BANQUE,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
26
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇ ▇▇▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
MELLON BANK, N.A.,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
Three Mellon ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Loan Administration Dept.
Telecopier No.:
27
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK,
LTD.,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇
Telecopier No.:
BANK OF CHINA, NEW YORK,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
28
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN
AG, New York Branch
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
Erste Bank New York
Branch
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
29