AMENDMENT ONE AMENDMENT ONE (this "Amendment") dated as of May 9, 2000 by and among EDISON MISSION MIDWEST HOLDINGS CO. (the "BORROWER") and, each of certain commercial lending institutions party hereto. WHEREAS, the Borrower, The Chase Manhattan Bank...
Exhibit 10.108.1
EXECUTION COUNTERPART
AMENDMENT ONE
AMENDMENT ONE (this "Amendment") dated as of May 9, 2000 by and among
EDISON MISSION MIDWEST HOLDINGS CO. (the "BORROWER") and, each of certain
commercial lending institutions party hereto.
WHEREAS, the Borrower, The Chase Manhattan Bank as Administrative
Agent, and certain commercial lending institutions party thereto entered into
a Credit Agreement dated as of December 15, 1999 (the "CREDIT AGREEMENT");
WHEREAS, the Borrower is permitted to incur Indebtedness pursuant to
Section 8.2.1(d) of the Credit Agreement to finance the acquisition,
construction or improvement of any fixed or capital assets in accordance with
and subject to SCHEDULE 8.2.1(d) to the Credit Agreement;
WHEREAS, the Borrower desires to secure the financing referred to
above with the Holdings Collateral on a ratable basis with the other Secured
Obligations; and
WHEREAS, the Borrower has requested that Administrative Agent and the
Lenders party to the Credit Agreement and the Administrative Agent and the
Lenders party hereto have agreed to amend certain provisions of the Credit
Agreement.
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 4 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:
""2000 CAPEX CREDIT AGREEMENT" means the Credit Agreement
dated as of May 9, 2000 by and among the Borrower, Societe Generale and
Bayerische Landesbank Girozentrale.
"2000 CAPEX LOANS" means loans made to the Borrower pursuant
to the 2000 Capex Credit Agreement.".
(b) SECTION 8.1.1(c) of the Credit Agreement shall be amended
by inserting the following phrase after the phrase "concurrently with
the delivery of financial statements referred to in SECTION 8.1.1(b),":
"commencing with the 2000 Fiscal Year,".
(c) SECTION 8.1.1(e) of the Credit Agreement shall be amended
by deleting the reference to "SECTION 8.1.1(b)" and replacing it with
the following reference:
"SECTION 8.1.1(a)".
(d) SECTION 8.2.1(d) of the Credit Agreement shall be amended
by inserting after, "Subject to SECTION 8.2.8," at the beginning of
SECTION 8.2.1(d) of the Credit Agreement, the following phrase:
"the 2000 Capex Credit Agreement and other".
(e) SECTION 8.2.1(f) of the Credit Agreement shall be amended
by inserting the following phrase at the beginning of clause (ii) of
SECTION 8.2.1(f) of the Credit Agreement and before the phrase "any
other existing Indebtedness":
"2000 Capex Loans and".
(f) SECTION 8.2.1(g) of the Credit Agreement shall be amended
deleting clause (i) in it entirety and replacing it with the following
clause:
"(i) the aggregate outstanding principal of Tranche A
Loans, Tranche B Loans and 2000 Capex Loans and".
(g) Section 8.2.1(g)(ii)(A) of the Credit Agreement shall be
amended by deleting the reference to "$1,679,000,000" and replacing it
with "$1,750,000,000".
(h) SECTION 8.2.1(j) Of the Credit Agreement shall be amended
by deleting clause (i) in its entirety and replacing it with the
following clause:
"(i) the Borrower shall have delivered to the Lenders a
PRO FORMA calculation of the Debt Service Coverage Ratio for
the preceding 12-month period (or, if such calculation is
being delivered prior to the first anniversary of the
Effective Date, for such shorter period of not less than six
months) indicating that had such Indebtedness been
outstanding, had the maximum amount of Indebtedness available
to be drawn under the Tranche C Loan Commitments been
outstanding during such period and, if the sum of (A) the
aggregate principal amount of the Tranche A Loans, the
Tranche B Loans and the 2000 Capex Loans, (B) the outstanding
principal amount of any Indebtedness incurred pursuant to
SECTION
2
8.2.1(f)(i) PLUS (C) all Indebtedness of Holdings in
the form of commercial paper is less than $1,750,000,000, had
an additional amount been drawn under the Tranche A Loan
Commitments, the Tranche B Loan Commitments and commitments
under the 2000 Capex Credit Agreement such that the sum of
sub-clauses (A), (B) PLUS (C) above equals $1,750,000,000, the
Debt Service Coverage Ratio for such period would have been
equal to or greater than 2.50 to 1.00,".
(i) SECTION 8.2.2(l) of the Credit Agreement shall be amended
by deleting clause (l) in its entirety and replacing it with the
following clause:
"(l) Liens on Holdings Collateral securing Indebtedness
permitted by SECTION 8.2.1(b), (d), (f), (g) or (j); provided
that such Indebtedness shall be secured on a PRO RATA basis
with the Secured Obligations.".
Section 3. AUTHORIZATION OF ADMINISTRATIVE AGENT. The Lenders party
hereto hereby authorize the Administrative Agent to execute Amendment One To
The Intercreditor Agreement dated as of May 9, 2000 by and among the
Administrative Agent, the Holder Representatives and the Midwest LC Issuer.
Section 4. CONDITIONS PRECEDENT. This Amendment shall not become
effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of the
following condition precedents have been satisfied:
(a) Delivery to the Administrative Agent of (i) this Amendment duly
executed and delivered by the Borrower, and the Lenders constituting the
Required Lenders and (ii) Amendment One To The Intercreditor Agreement duly
executed and delivered by each party thereto.
(b) The representations and warranties of the Borrower as set forth
in the Credit Agreement and each Loan Party 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
(c) As of the Amendment Effective Date, no Default shall have
occurred and be continuing.
Section 5. 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.
3
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:
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Name:
Title:
Address for Notices:
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Attention: General Counsel
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
THE CHASE MANHATTAN BANK,
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: ▇▇▇▇▇ ▇▇▇▇▇▇
CITICORP USA, INC.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Managing Director
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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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
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: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
5
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.:
MEESPIERSON CAPITAL CORP.,
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.:
6
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.:
THE BANK OF NOVA SCOTIA,
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.:
7
BANK OF AMERICA, N.A.,
as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
ABN AMRO BANK N.V.,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. Babaya
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Name: ▇▇▇▇▇▇▇ ▇. Babaya
Title: Assistant Vice President
Address for Notices:
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Attention: Credit Administration
With a copy to:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Lender
By:
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Name:
Title:
Address for Notices:
C/o Bankers Trust Company
Corporate Trust & Agency Group
Loan Services
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Attention: ▇▇▇▇▇ ▇▇▇
Telecopier No.:
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.: ▇▇▇ ▇▇▇ ▇▇▇▇
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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
Address for Notices:
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Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BARCLAYS BANK PLC,
as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
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▇▇▇ ▇▇▇▇ Branch
as Lender
By:
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Name:
Title:
NATIONAL WESTMINSTER BANK Plc,
Specialised Finance Group, London
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Corporate Manager
Address for Notices:
Funding Office-
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Controlling/Credit Office
Specialised Finance Group
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Attnetion: ▇▇▇▇▇▇ ▇▇▇▇▇/ ▇▇▇▇ ▇▇▇▇▇▇
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
11
Address for Notices:
Commercial Loan Operations
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANK ONE, NA (Chicago Branch),
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice President
Address for Notices:
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
TORONTO DOMINION (TEXAS) INC.,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
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Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: ▇▇▇ ▇▇▇ ▇▇▇▇
12
BANQUE NATIONALE DE PARIS,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Address for Notices:
Treasury Department
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Attention: ▇▇▇ ▇▇▇▇
Telecopier No.:
With a copy to:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
COMMERZBANK
AKTIENGESELLSCHAFT, New York
Branch,
as Lender
By: /s/ Christian Jagenberg
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Name: Christian Jagenberg
Title: Senior Vice President
and Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
13
Address for Notices:
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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
SANPAOLO IMI S.p.A.,
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇
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Telecopier No.:
CREDIT LOCAL DE FRANCE, New York
Agency
as Lender
By:
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Name:
Title:
By:
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Name:
Title:
14
Address for Notices:
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
THE FUJI BANK, LIMITED,
as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇
Telecopier No.:
KBC 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: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
15
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: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title:
Address for Notices:
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Attention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: 39 02 8829 945
16
ABBEY NATIONAL TREASURY
SERVICES plc,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Head of Project Finance
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: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Structured
Finance & Relationship
Management - Americas
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
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Telecopier No.:
17
CIBC INC.,
as Lender
By:
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Name:
Title:
Address for Notices:
Two Paces West
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
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Telecopier No.:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE New York/Grand
Cayman Islands
Branches,
as Lender
By: /s/ Bruno ▇-▇ ▇▇▇▇▇▇
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Name: Bruno ▇-▇ ▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
18
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
as Lender
By:
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Name:
Title:
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: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇
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Telecopier No.:
▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ Branch,
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.:
BANK HAPOALIM B.M.,
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.:
20
COBANK, ACB,
as Lender
By:
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Name:
Title:
Address for Notices:
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANKGESELLSCHAFT BERLIN AG,
London Branch
as Lender
By: /s/ H. Van Wyk
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Name: H. Van Wyk
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park/
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Telecopier No.:
21
NATEXIS BANQUE,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President & Group
Manager Project Finance
Group
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇
Telecopier No.: ▇▇▇ ▇▇▇ ▇▇▇▇
CREDIT INDUSTRIEL ET
COMMERCIAL (formerly Compagnie
Financiere de CIC et de l'Union
Europeene)
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Associate
By: /s/ ▇▇▇▇ ▇. Palin
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Name: ▇▇▇▇ ▇. Palin
Title: Vice President
Address for Notices:
DGC - Credit Financiers
95091 Cergy Pontosse
Cedex, France
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: 331 45 96 49 43/44
22
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:
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Attention: ▇▇▇▇ ▇▇▇
Telecopier No.:
BANK OF CHINA, NEW YORK,
as Lender
By: /s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
Title: Manager of Project
Finance Department
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
23
ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN AG, New York Branch
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.:
24