THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of June 4, 2004, among
BCP CRYSTAL HOLDINGS LTD. 2, a company incorporated with limited liability under
the laws of the Cayman Islands ("Holdings"), BCP CAYLUX HOLDINGS LUXEMBOURG
S.C.A., a corporate partnership limited by shares (societe en commandite par
actions) organized under the laws of Luxembourg ("Parent"), CELANESE AMERICAS
CORPORATION, a Delaware corporation ("CAC"), the lenders party to the Credit
Agreement referred to below from time to time (the "Lenders"), XXXXXX XXXXXXX
SENIOR FUNDING, INC. ("Xxxxxx Xxxxxxx"), as global coordinator (the "Global
Coordinator"), DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in
such capacity, the "Administrative Agent") and as collateral agent (in such
capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK SECURITIES
INC. and XXXXXX XXXXXXX SENIOR FUNDING, INC., as joint lead arrangers (in such
capacity, the "Joint Lead Arrangers"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Holdings, Parent, CAC, certain subsidiaries of Parent from
time to time party thereto as borrowers under the Revolving Facility provided
for therein (in such capacity, the "Subsidiary Revolving Borrowers"), the
Lenders, the Global Coordinator, the Agents and the Joint Lead Arrangers are
parties to a Credit Agreement, dated as of April 6, 2004 (as amended, modified
or supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, subject to and on the terms and conditions set forth herein,
the parties hereto wish to amend the Credit Agreement, as provided below;
NOW, THEREFORE, it is agreed:
1. Section 1.01 of the Credit Agreement is hereby amended by (x)
deleting the definition of "Maximum Dollar Term Amount", (y) revising the
following definitions in their entirety to read:
"ABR Term Loan" shall mean any Dollar Term Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II.
"Approved Fund" shall mean any person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course and that is
administered, managed or advised by a Lender, an Affiliate of a Lender or
an entity (including an investment advisor) or an Affiliate of such entity
that administers, manages or advises a Lender.
"Borrowing Minimum" shall mean (a) in the case of a CL Borrowing, a
Term Borrowing and/or a Revolving Facility Borrowing denominated in
Dollars, $5.0 million, (b) in the case of a Term Borrowing or Revolving
Facility Borrowing denominated in Euros, [euro]3.0 million, (c) in the case
of a Swingline Dollar Borrowing, $500,000 and (d) in the case of a
Swingline Euro Borrowing, [euro]500,000.
"Borrowing Multiple" shall mean (a) in the case of a CL Borrowing, a
Term Borrowing or a Revolving Borrowing denominated in Dollars, $1.0
million, (b) in the case of a Term Borrowing or Revolving Borrowing
denominated in Euros, [euro]600,000, (c) in the case of a Swingline Dollar
Borrowing, $500,000 and (d) in the case of a Swingline Euro Borrowing,
[euro]500,000.
"Majority Lenders" (i) for any Facility other than the Term Loan
Facility shall mean, at any time, Lenders under such Facility having Loans
and unused Commitments representing more than 50% of the sum of all Loans
outstanding under such Facility and unused Commitments under such Facility
at such time and (ii) for the Term Loan Facility, (x) Lenders having Dollar
Loans and Term Loan Commitments (Dollars) representing more than 50% of the
sum of all Dollar Loans and Term Loan Commitments (Dollars) and/or (y)
Lenders having Euro Term Loans and Term Loan Commitments (Euros)
representing more than 50% of the Euro Term Loans and Term Loan Commitments
(Euros).
"Term Loan" shall mean each of the term loans made to the Term
Borrower pursuant to Section 2.01(a) or Section 2.22. Each Term Loan shall
be (x) a Eurocurrency Loan or an ABR Loan and (y) a Dollar Term Loan or a
Euro Term Loan.
"Term Loan Commitment" shall mean, at any time, with respect to each
Lender such Lender's Term Loan Commitment (Dollars) (if any) and Term Loan
Commitment (Euros) if any.
"Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, the term
"Rate" shall include the Adjusted LIBO Rate and the Alternate Base Rate,
provided that Dollar Term Loans and Euro Term Loans shall be of a different
Type.
and (z) inserting the following new definitions in appropriate alphabetical
order.
"Agreed Exchange Rate" shall mean 1.21523.
"Dollar Term Loan" shall mean each Term Loan (x) outstanding on the TA
Effective Date and denominated in Dollars, (y) made after the TA Effective
Date under Section 2.01(a) pursuant to utilization of Term Loan Commitments
(Dollars) and (z) made pursuant to Section 2.22 as a Dollar Term Loan.
"Euro Term Loan" shall mean each Term Loan (x) outstanding on the TA
Effective Date and denominated in Euros, (y) made after the TA Effective
Date under
-2-
Section 2.01(a) pursuant to utilization of Term Loan Commitments (Euros)
and (z) made pursuant to Section 2.22 as a Euro Term Loan.
"Maximum Term Amount" shall mean at any time (i) the initial aggregate
principal amount of all Dollar Term Loans then or theretofore made pursuant
to Section 2.01(a) and, if the Increased Amount Date has occurred, pursuant
to Section 2.22 plus (ii) the initial aggregate principal amount of all
Euro Term Loans then or theretofore made pursuant to Section 2.01(a) and,
if the Increased Amount Date has occurred, pursuant to Section 2.22,
divided by the Agreed Exchange Rate.
"TA Effective Date" shall mean the Effective Date under and as defined
in the Third Amendment.
"TA Effective Time" shall mean 11:00 A.M. (New York time) on the TA
Effective Date.
"Third Amendment" shall mean the Third Amendment dated as of June 4,
2004 to this Agreement.
"Term Loan Commitment (Dollars)" shall mean, with respect to each
Lender, the Commitment (if any) of such Lender to make term loans under
Section 2.01(a) that will be Dollar Term Loans in the amount set forth
opposite such Lender's name on Schedule 2.01 directly below the column
entitled "Term Loan Commitment (Dollars)" or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Term Loan
Commitment (Dollars), as applicable. The aggregate Term Loan Commitments
(Dollars) as of the TA Effective Time shall equal $455,711,250, which
amount shall be reduced on the TA Effective Date by the $224,356,687.50 of
Dollar Term Loans outstanding on such date after (i) the incurrence at the
opening of business on such date of additional Term Loans and (ii) the
conversion of certain Term Loans into Euro Term Loans on such date as
provided in Section 2.01(a).
"Term Loan Commitment (Euros)" shall mean, with respect to each
Lender, the commitment (if any) of such Lender to make term loans under
Section 2.01(a) that will be Euro Term Loans in the amount set forth
opposite such Lender's name on Schedule 2.01 directly below the column
entitled "Term Loan Commitment (Euros)" or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Term Loan Commitment
(Euros). The aggregate Term Loan Commitments (Euro) as of the TA Effective
Time shall equal [euro]125 million, which amount shall be reduced on the TA
Effective Date by the [euro]61,540,253.70 of Euro Term Loans resulting from
the conversion of Term Loans on such date as provided in Section 2.01(a).
"TL Borrowing Ratio" shall mean at any time the ratio of (A) an amount
equal to (i) the aggregate Term Loan Commitments (Dollars) on the TA
Effective Date times the Agreed Exchange Rate divided by (ii) the aggregate
Term Loan Commitments (Euros) on the TA Effective Date) to (B) 1.00.
"TL Repayment Ratio" shall mean at any time the ratio of (A) the
amount equal to (x) the aggregate principal amount of Dollar Term Loans
then outstanding times the
-3-
Agreed Exchange Rate divided by (y) the aggregate principal amount of
Euro Term Loans then outstanding to (B) 1.00.
2. Section 1.01 of the Credit Agreement is hereby further amended by
(x) revising the following definitions in their entirety:
"Applicable CL Margin" shall mean (x) for any day not in a Reduction
Period, 2.50% per annum and (y) for any day in a Reduction Period, 2.25%
per annum.
"Applicable Margin" shall mean with respect to (i) any Eurocurrency
Loan (x) for any day not occurring in a Reduction Period, 2.50% per annum
and (y) for any day occurring in a Reduction Period, 2.25% per annum, and
(ii) any ABR Loan (x) for any day not occurring in a Reduction Period,
1.50% per annum and (y) for any day occurring in a Reduction Period, 1.25%.
and (y) inserting the following new definition in appropriate alphabetical
order:
"Reduction Period" shall mean any fiscal quarter if the Total Leverage
Ratio on the last day of the immediately preceding fiscal quarter was less
than 2.75 to 1.00 but only to the extent that the Term Borrower shall have
delivered to the Administrative Agent within 45 days after such last day a
certificate of a Financial Officer of the Term Borrower setting forth
computations in reasonable detail satisfactory to the Administrative Agent
showing that the Total Leverage Ratio was less than 2.75 to 1.00 on such
last day.
3. Section 1.01 of the Credit Agreement is hereby further amended by
(x) revising the following definition in its entirity to read:
"Required Lenders" shall mean, at any time, Lenders having (a) Term
Loan Exposures, (b) Revolving Facility Credit Exposures, (c) Available
Revolving Unused Commitments (if prior to the termination thereof) and (d)
Credit-Linked Commitments (or after the termination thereof, CL Percentages
of the CL Exposure) that taken together, represent more than 50% of the sum
of (w) all Term Loan Exposures, (x) all Revolving Facility Credit
Exposures, (y) the total Available Revolving Unused Commitments (if prior
to the termination thereof) and (z) the Total Credit-Linked Commitment (or
after the termination thereof, the CL Exposure) at such time. The Term Loan
Exposure, Revolving Facility Credit Exposure, Available Revolving Unused
Commitment and Credit-Linked Commitment of any Defaulting Lender shall be
disregarded in determining Required Lenders at any time.
and (y) inserting the following definition in appropriate alphabetical order:
"Term Loan Exposure" shall mean, at any time, the sum of (a) the
aggregate principal amount of the Dollar Term Loans outstanding at such
time, (b) the Dollar Equivalent of the aggregate principal amount of the
Euro Term Loans outstanding at such time and, to the extent the Term Loan
Commitments have not been terminated, (c) the aggregate Term Loan
Commitments (Dollars) and (d) the Dollar Equivalent of the aggregate Term
Loan Commitments (Euros), at the time. The Term Loan Exposure of
-4-
any Lender at any time shall be the sum of (a) the aggregate principal
amount of such Lender's Dollar Term Loans outstanding at such time, (b) the
Dollar Equivalent of the aggregate principal amount of such Lender's Euro
Term Loans outstanding at such time and, to the extent the Term Loan
Commitment of such Lender has not been terminated, (c) such Lender's Term
Loan Commitment (Dollars) and (d) the Dollar Equivalent of such Lender's
Term Loan Commitment (Euros) at such time.
4. Section 1.03(b) of the Credit Agreement is hereby amended by
revising such Section in its entirety to read:
"(b) Not later than 5:00 p.m., New York City time, on each Reset Date,
the Administrative Agent shall (i) determine the aggregate amount of the
Dollar Equivalents of (x) the Euro Term Loans then outstanding and the Term
Loan Commitments (Euros) on such date and (y) the principal amounts of the
Revolving Loans and Swingline Loans denominated in Euros then outstanding
(after givng effect to any Euro Term Loans or Revolving Loans and/or
Swingline Loans denominated in Euros made or repaid on such date), the
Revolving L/C Exposure and the CL Exposure and (ii) notify the Lenders,
each Issuing Bank and the Term Borrower of the results of such
determination."
5. Section 2.01 of the Credit Agreement is hereby amended (x) by
revising Section 2.01(a) in its entirety to read:
"(a) to make term loans to the Term Borrower in Dollars (if made
pursuant to a Term Loan Commitment (Dollars)) or Euros (if made pursuant to
a Term Loan Commitment (Euros)) from time to time after the TA Effective
Date and during the Term Availability Period in an amount not to exceed its
Term Loan Commitment at such time (it being agreed that prior to the TA
Effective Time $299,142,250 principal amount of Term Loans had been
borrowed (all of which remain outstanding as of the TA Effective Time)),
provided that (i) all such incurrences of Term Loans will result in Dollar
Term Loans and Euro Term Loans being incurred in accordance with the TL
Borrowing Ratio, (ii) any Term Loan that is repaid may not be reborrowed
and (iii) $74,785,562.50 of the Term Loans outstanding as of the TA
Effective Time (and held by Term Lenders with Term Loan Commitments (Euros)
(effective on the TA Effective Date)) will be converted into
[euro]61,540,253.70 of Euro Term Loans while the remaining $224,356,687.50
of such Term Loans (and held by Lenders with Term Loan Commitments
(Dollars)) will remain outstanding as Dollar Term Loans;"
and (y) adding after the reference to "Agreement" in Section 2.01(d) an "(i)"
and adding at the end of such Section "and (ii) no Euro Term Loan or Dollar Term
Loan may be converted into a Dollar Term Loan or Euro Term Loan, respectively".
6. Section 2.03 of the Credit Agreement is hereby amended by deleting
in the third to last sentence thereof the references to "(i)" and to "and (ii)
is being requested by a Foreign Revolving Borrower".
7. Section 2.08(b) of the Credit Agreement is hereby amended by (x)
adding after the reference to "each such reduction" the phrase "of an amount
denominated in Dollars"
-5-
and (y) changing the phrase "and (ii)" in said Section to read ", (ii) the Term
Loan Commitment (Dollars) and Term Loan Commitments (Euros) shall be reduced on
a pro rata basis and (iii)".
8. Section 2.09 of the Credit Agreement is hereby amended by changing
the reference to "(ii) in Dollars" in the first sentence thereof to read "(ii)
in Euros or Dollars, as applicable,".
9. Section 2.10 of the Credit Agreement is hereby amended by (i)
deleting the reference in clause (a) thereof to "in Dollars," (ii) adding after
the first reference to "Term Loans" in said clause (a) the phrase "(such
repayment to be in Dollars if made in respect of Dollar Term Loans or in Euros
if made in respect of Euro Term Loans)," (iii) changing the reference to
"Maximum Dollar Term Amount" to "Maximum Term Amount, such prepayment to be made
in accordance with the TL Repayment Ratio," (iv) changing the reference in
clause (c) thereof to "Term Loans on a pro rata basis" to read "Dollar Term
Loans and Euro Term Loans in accordance with the TL Repayment Ratio" and (v)
adding at the end of the first sentence of clause (e) thereof the phrase
"provided that nothing in this sentence shall modify the requirement that all
repayments of Term Loans shall be made with respect to the Dollar Term Loans and
Euro Term Loans in accordance with the TL Repayment Ratio."
10. Section 2.11(a) of the Credit Agreement is hereby amended by (x)
inserting an "(i)" after the reference to "provided that" and (y) adding at the
end of said Section "and (ii) all such prepayments shall be made with respect to
the Dollar Term Loans and the Euro Term Loans in accordance with the TL
Repayment Ratio."
11. Section 2.23(a) of the Credit Agreement is hereby amended by (x)
inserting "any Euro Term Loan," after the reference therein to "make or
maintain", (y) inserting "Euro Term Loans," after the reference therein to "make
or continue" and (z) inserting after the reference to "prepay such" in the
second sentence thereof the phrase "Euro Term Loan,".
12. The last sentence of Section 6.02 is hereby amended by adding a
"(b)" prior to the reference therein to "(d)".
13. Section 9.04 of the Credit Agreement is hereby amended by (i)
adding (I) after the reference to "(x) $5.0 million" in Section 9.04(b), the
phrase "(or the Euro Equivalent in the case of Revolving Facility Loans
denominated in Euros)", (II) after the reference in such Section to "(z) $1.0
million" the phrase "(or the Euro Equivalent in the case of Euro Term Loans and
Loan Commitments (Euros))" and (III) after the reference to "Term Loans" in such
Section the phrase "and Term Loan Commitments"; (ii) deleting the "and" after
Section 9.04(b)(ii)(C); (iii) changing the period at the end of Section
9.04(b)(ii)(D) to "; and"; (iv) inserting a new Section 9.04(b)(ii)(E) to read:
"(E) no assignments of Euro Term Loans or Term Loan Commitments
(Euros) shall be permitted to be made to an assignee that cannot make Euro
Term Loans.";
(v) inserting a "(i)" after "including" in Section 9.04(d); and (vi) inserting
after the reference to "Federal Reserve Bank" in Section 9.04(d) the following
phrase: "and (ii) in the case of any Lender that is an Approved Fund, any pledge
or assignment to any holders of obligations owed,
-6-
or securities issued, by such Lender including to any trustee for, or any other
representative of, such holders"
14. Schedule 2.01 to the Credit Agreemnt is hereby replaced by a new
Schedule 2.01 attached hereto as Annex I.
15. Section 5.02 of the U.S. Collateral Agreement is hereby amended by
adding after the reference to "paid in full" in clause THIRD therein the phrase
"to the collateral agent for the lenders party to the Term Loan C Financing if
such collateral agent holds a Lien on any or all of the Collateral or, if such
other Lien does not exist,".
16. Section 4.02 of the Guarantee and Pledge Agreement executed by
Holdings and the Intermediate Holdcos is hereby amended by adding after the
reference to "THIRD" therein the phrase "to the collateral agent for the lenders
party to the Term Loan C Financing if such collateral agent holds a Lien on any
or all of the Collateral or, if such other Lien does not exist", it being agreed
that comparable changes will be made to the Luxembourg law pledges of the
Parent's equity interests included in the defined term "Holdings Agreements".
17. The Parent Guaranty and Pledge Agreement is hereby amended by (i)
revising the definition therein of "Guaranteed Obligations" in its entirety to
read:
"Guaranteed Obligations" means all Obligations owing by (x) each of
the Specified Borrowers and (y) if Parent remains the parent of US Holdco
on the Restructuring Date, US Holdco.
, (ii) changing the reference to "Parent" in the definition therein of "Noticed
Event of Default" to read "Term Borrower" and (z) adding after the reference to
"THIRD" in Section 4.02 the phrase "to the collateral agent for the lenders
party to the Term Loan C Financing if such collateral agent holds a Lien on any
or all of the Collateral or, if such other Lien does not exist".
18. In order to induce the Lenders to enter into this Amendment, the
Term Borrower hereby represents and warrants that (i) each of the
representations and warranties contained in Article III of the Credit Agreement
are true and correct in all material respects on the Effective Date (as defined
below), both before and after giving effect to this Amendment, except to the
extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date) and (ii) there exists no Default
or Event of Default on the Effective Date, both before and after giving effect
to this Amendment.
-7-
19. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
20. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Term Borrower and the Administrative
Agent.
21. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
22. This Amendment shall become effective on the date (the "Effective
Date") when each of Holdings, the Term Borrower, CAC and the Required Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxxx (facsimile number 212-354-8113)
provided that (i) Sections 1, 5 and 8 shall not become effective unless each
Term Lender has signed and so returned a counterpart hereof and (ii) Section 2
and 3 shall each not become effective unless each Lender adversely affected by
such Sections has signed and so delivered a counterpart hereof.
23. From and after the Effective Date, all references to the Credit
Agreement in the Credit Agreement and the other Credit Documents shall be deemed
to be references to the Credit Agreement as modified hereby.
* * *
-8-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
BCP CRYSTAL HOLDINGS LTD. 2
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Director
-9-
BCP CAYLUX HOLDINGS LUXEMBOURG
S.C.A.
By its Manager, BCP CAYLUX HOLDINGS LTD. 1
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Director
-00-
XXXXXXXX XXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President - Finance,
Principal Financial
Officer & Treasurer
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President - Law,
Principal Executive
Officer & Secretary
-00-
XXXXXXXX XXXX XX, XXX XXXX BRANCH,
as Administrative Agent and as Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
-12-
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Global Coordinator and as Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-00-
XXXXXXXX XXXX XX, XXXXXX XXXXXXX
BRANCH, solely as Deposit Bank
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent and as Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Global Coordinator and as Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-00-
XXXXXXXX XXXX XX, XXXXXX XXXXXXX
BRANCH, solely as Deposit Bank
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
-15-
ABN AMRO BANK N.V., as Documentation
Agent and Lender
By: /s/ Xxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
-16-
BANK OF AMERICA, N.A., as Documentation
Agent
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
-00-
XXX XXXX XX XXXX XXXXXX
By: /s/ Xxxxxx Xxxx
--------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Manager
-00-
XXXXXXXXXX XXXX-XXXXXXXXXXX AG
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
-19-
COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
-20-
GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent
and Lender
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
-21-
KfW
By: /s/ Xxxxxx Xxxx
--------------------------------------
Name: Xxxxxx Xxxx
Title: First Vice President
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Senior Project Manager
-22-
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: DGM
-00-
XXXX XXXXX XXXXXXXXXXX, LLC
By: /s/ Xxxxxx X. Carp
--------------------------------------
Name: Xxxxxx X. Carp
Title: SVP - Finance
-24-
ANNEX I
SCHEDULE 2.01
--------------------------------------------------------------------------------
TERM LOAN TERM LOAN
LENDER COMMITMENT (DOLLARS) COMMITMENT (EUROS)
--------------------------------------------------------------------------------
Deutsche Bank AG, $455,711,250 [euro]125,000,000
New York Branch
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
