PAYMENT UNDERTAKING AGREEMENT
Dated as of February 29, 1996
between
OLD DOMINION ELECTRIC COOPERATIVE,
and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
CLOVER UNIT 1 GENERATING FACILITY
AND
COMMON FACILITIES
PAYMENT UNDERTAKING AGREEMENT
This PAYMENT UNDERTAKING AGREEMENT, dated as of February 29,
1996 (this "Agreement"), between OLD DOMINION ELECTRIC COOPERATIVE, a wholesale
power supply cooperative organized under the laws of the Commonwealth of
Virginia (herein together with its successors and assigns, called "Old
Dominion"), and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", New York Branch (herein in such capacity, together with its
successors and assigns, called the "Bank").
WITNESSETH:
WHEREAS, Old Dominion is the Lessee under an Equipment
Operating Lease, dated as of February 29, 1996, with the Owner Trustee, and Old
Dominion is the Foundation Lessee under a Foundation Operating Lease, dated as
of February 29, 1996, with the Owner Trustee; and
WHEREAS, Old Dominion desires to arrange for another Person to
make the payments described herein in consideration for the payment by Old
Dominion of an amount, the Specified Sum, which is advantageous to Old Dominion,
and the Bank is willing to make such payments.
NOW, THEREFORE, in consideration of the foregoing and of the
payment of $600,000 to the Bank, the parties hereto agree as follows that:
1. DEFINITIONS
Capitalized terms used in this Agreement and not otherwise defined
herein shall have the respective meanings specified in Appendix A to the
Participation Agreement, dated as of February 29, 1996, among Old Dominion,
State Street Bank and Trust Company, First Union National Bank of Florida and
Utrecht-America Finance Co. All references to sections herein are to sections of
this Agreement unless otherwise indicated and the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section or other subdivision.
Where any provision in this Agreement refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
Person.
2. SPECIFIED SUM
.1. SPECIFIED SUM. Old Dominion will pay on the Closing Date the
Specified Sum to the Bank in immediately available funds at such account as the
Bank may specify in payment instructions to Old Dominion on or prior to the
Closing Date. Old Dominion acknowledges that payment of the Specified Sum is
absolute and unconditional and shall not be refundable to Old Dominion;
PROVIDED, HOWEVER, that Old Dominion shall be entitled to the payments as
provided herein.
SECTION 3. PAYMENTS
.1. SCHEDULED PAYMENTS. Subject to Section 3.2 and the Payment Instruction,
the Bank shall pay to Old Dominion on each Payment Undertaking Payment Date
set forth on Schedule A the Payment Amount specified on Schedule A hereto with
respect to such Payment Undertaking Payment Date.
.2. EARLY TERMINATION.
(a) So long as this Agreement is pledged to the Owner Trustee, as Lessor
under the Equipment Operating Lease and as Foundation Lessor under the
Foundation Operating Lease, pursuant to the Payment Undertaking Pledge
Agreement, the Bank shall, upon not less than two Business Days' prior notice
from Old Dominion, pay to Old Dominion on the Payment Undertaking Payment Date
(as set forth in such notice) that corresponds to a date specified in clauses
(i) through (ix) of this Section 3.2, the Early Termination Amount specified on
Schedule B hereto with respect to such Payment Undertaking Payment Date:
(i) on the applicable Termination Date on which the
Equipment Operating Lease and the Foundation Operating
Lease shall be terminated in the event the Equipment
Operating Lease and the Foundation Operating Lease shall
be terminated pursuant to the provisions of Section 10.2
of each thereof; or
(ii) on the applicable Termination Date on which the Equipment
Operating Lease and the Foundation Operating Lease shall
be terminated in the event the Equipment Operating Lease
and the Foundation Operating Lease shall be terminated
pursuant to the provisions of Section 13 of each thereof;
or
(iii) on the applicable Termination Date on which the Equipment
Operating Lease and the Foundation Operating Lease shall
be terminated in the event the Equipment Operating
Lease and the Foundation Operating Lease shall be
terminated pursuant to the provisions of Section 14 of
each thereof; or
2
(iv) on the date of any termination of the Equipment Operating
Lease and the Foundation Operating Lease pursuant to the
provisions of Section 17 of each thereof or the date upon
which Termination Value or an amount computed by
reference to Termination Value is payable under Section
17 of the Equipment Operating Lease and the Foundation
Operating Lease (unless such date is not a Payment
Undertaking Payment Date, in which case Early
Termination Amount shall be determined as of the Payment
Undertaking Payment Date immediately preceding such Payment
Undertaking Payment Date); or
(v) on the applicable Termination Date on which the
Equipment Operating Lease and the Foundation
Operating Lease shall be terminated in the event the
Equipment Operating Lease and the Foundation Operating
Lease shall be terminated pursuant to the provisions
of Section 18 of each thereof; or
(vi) on the Loan Refinancing Date on which the Series B Loan
Certificate shall be prepaid pursuant to Section
10.2(a) of the Participation Agreement and Section 2.10
of the Loan Agreement; or
(vii) on the Loan Refinancing Date on which the Loan
Certificates shall be prepaid pursuant to Section 10.3 of
the Participation Agreement and Section 2.10 of the Loan
Agreement; or
(viii) on the Payment Date on which the Owner Trustee or Owner
Participant shall purchase the Series A Loan Certificate
pursuant to Section 4.8 of the Loan Agreement; or
(ix) on the Termination Date on which the Payment Undertaking
Agreement shall be replaced with a Successor Payment
Undertaking Agreement or Acceptable Substitute Collateral
(as such terms are defined in Section 11A of the
Participation Agreement) pursuant to Section 11A of the
Participation Agreement.
If payment is made pursuant to clause (i), (ii), (iii), (iv), (v), (vi), (vii),
(viii) or (ix), then this Agreement shall terminate and no Payment Amount
payable on any Payment Undertaking Payment Date subsequent to such Payment
Undertaking Payment Date shall be required hereunder.
(b) The Early Termination Amount payable on any Payment
Undertaking Payment Date pursuant to Section 3.2(a) includes the Payment Amount
for such Payment Undertaking Payment Date.
3
(c) If not earlier repaid in full pursuant to the terms
hereof, the Bank shall pay to Old Dominion on the Final Payment Undertaking
Payment Date an amount equal to the amount specified in Schedule A hereto with
respect to such Date.
.3. ADJUSTMENT OF SCHEDULED PAYMENTS AND EARLY TERMINATION AMOUNTS. If the
interest rate on the Series A Loan Certificate shall be reset to the Reset
Rate in accordance with Section 2.12 of the Loan Agreement, the schedules
of Payment Amounts specified on Schedule A hereto and the schedules of Early
Termination Amounts specified on Schedule B hereto shall be adjusted for all
Payment Undertaking Payment Dates occurring on or after such date of reset to
reflect the Reset Rate in accordance with this Section 3.3. Following such
adjustments (i) each Payment Amount specified on Schedule A shall be equal to
principal and interest due and payable on the Series A Loan Certificate
bearing interest at the Reset Rate on the Payment Date corresponding to such
Payment Undertaking Payment Date and (ii) each Early Termination Amount
specified on Schedule B shall be equal to the sum of (1) the outstanding
principal amount of the Series A Loan Certificate on the Payment Date
corresponding to such Payment Undertaking Payment Date (after taking into
account any payment of principal on the Series A Loan Certificate on such
Payment Undertaking Payment Date) and (2) the Payment Amount for such Payment
Undertaking Payment Date reflecting interest on the Series A Loan certificate at
the Reset Rate. The Bank and Old Dominion agree to amend Schedules A and B to
this Agreement upon reset of the interest rate on the Series A Loan Certificate
to reflect the Reset Rate, but any adjustment to the Payment Amounts and Early
Termination Amounts shall be effective as of the date of resetting the interest
rate on the Series A Loan Certificate to the Reset Rate. Old Dominion agrees to
pay to the Bank a fee of $25,000 for each adjustment to Payment Amounts and
Early Termination amounts made pursuant to this Section 3.3.
.4. OVERDUE INTEREST. Any amount payable by the Bank hereunder which shall not
be paid when due shall bear interest at the Overdue Rate from the due date of
such amount until the date of its payment.
.5. NO OTHER PAYMENTS. Except as expressly provided in this Section 3 and in
any Payment Instruction, the Bank shall have no obligation to make any payment
hereunder.
.6. TIME, PLACE AND METHOD OF MAKING PAYMENTS. All payments required to be
made hereunder shall be made to Old Dominion in immediately available
funds prior to 10:00 A.M., New York City time, on the date on which such payment
is due at Old Dominion's address for payments specified in the Participation
Agreement (or at such other place as Old Dominion may designate in
writing to the Bank by two Business Days' notice prior to the date on which
such payment is due); provided that so long as Old Dominion's rights under
this Agreement are pledged to the Owner Trustee pursuant to the Payment
Undertaking Pledge Agreement and re-pledged to the Agent pursuant to the Loan
Agreement, all payments required to be made hereunder shall be made in
accordance with the Payment Instruction. This Agreement relates to an
international financing transaction in accordance with which the specification
of U.S. Dollars is of the essence, and U.S.Dollars shall be the currency of
account in the case of all obligations under this Agreement and the Payment
Instruction.
4
.7. PAYMENT UPON WRITTEN NOTICE.
(a) Scheduled payments under Section 3.1 shall be made by the Bank
without further act or notice by any Person. Other payments hereunder
(except pursuant to Section 3.2(c)) shall be made only upon two Business Days'
prior written notice from Old Dominion, which written notice shall be
accompanied by an Officer's Certificate of Old Dominion stating that the
circumstances requiring such payment hereunder have occurred and including a
sufficient description of such circumstances as shall satisfactorily evidence
the requirements of the subject payment to be made hereunder.
(b) So long as Old Dominion's rights under this Agreement are pledged
to the Owner Trustee pursuant to the Payment Undertaking Pledge
Agreement or are re-pledged to the Agent pursuant to the Loan Agreement, a
notice under clause 3.2 to be effective must be endorsed with the consent of the
Owner Trustee and so long as the Liens of the Loan Agreement and the Leasehold
Mortgage have not been discharged, the Agent.
(c) The Bank agrees that, in the event that it has received such a
notice under clause 3.2 with any necessary consents, it will pay the Early
Termination Amount in accordance with the relevant notice without offset,
deduction or withholding and without regard to any conflicting payment
instruction delivered by any other Person.
(d) The Bank shall rely on any such notice under Section 3.2 purported
to be signed by a Responsible Officer of the appropriate signatory without
inquiry as to whether the matters stated in it are true.
.8. USE OF PAYMENTS.
It is understood and agreed that the Bank will have no
responsibility or obligation with respect to the applications of monies upon
their payment to the Person entitled thereto pursuant to the provisions hereof.
.9. UNCONDITIONAL OBLIGATION; NO SET-OFF. The obligation of the Bank to make
each payment in accordance with the terms and conditions of this Agreement,
constitutes an absolute and unconditional obligation of the Bank, and
the Bank agrees to pay the same without counterclaim, abrogation, set-off
or other reduction by the Bank against amounts otherwise due and owing to the
Bank or any Affiliate thereof by Old Dominion or any other Person; and the
Bank hereby expressly waives any rights it may have under Applicable Law or
otherwise to any set-off or other reduction by the Bank against amounts
otherwise owed to the Bank or its Affiliates by Old Dominion or any other
Person.
.10. PAYMENT INSTRUCTIONS.
(a) The parties agree that concurrently with execution of this Agreement
Old Dominion has given the Payment Instruction to the Bank.
5
(b) So long as Old Dominion's rights under this Agreement are pledged
to the Owner Trustee pursuant to the Payment Undertaking Pledge
Agreement and re-pledged to the Agent pursuant to the Loan Agreement, the
Payment Instruction is irrevocable, unless the prior consent of Old Dominion,
the Owner Trustee and the Agent is given, and all payments under this Agreement
must be paid in accordance with the Payment Instructions.
(c) The Bank must, upon receipt of the Payment Instruction, execute
and give to each of Old Dominion, the Owner Trustee and the Agent its
Acknowledgment in the form attached.
(d) The Bank shall maintain its obligations hereunder at its New York
Branch and shall not delegate its obligations hereunder (including, but not
limited to, the delegation to any other branch) without the consent of Old
Dominion and any permitted assignee and, so long as Old Dominion's rights under
this Agreement are pledged to the Owner Trustee pursuant to the Payment
Undertaking Pledge Agreement and to the Agent pursuant to the Loan Agreement,
the Owner Trustee and, so long as the Liens of the Loan Agreement and the
Leasehold Mortgage have not been discharged, the Agent.
.11. PAYMENT OF BREAK COSTS. If the Bank shall pay Old Dominion the Early
Termination Amount pursuant to clause (ix) of paragraph (a) of Section 3.2, Old
Dominion shall pay all Break Costs associated with such early Termination.
4. REPRESENTATIONS OF THE BANK
The Bank represents and warrants that:
(a) Organization. It has full power and authority to conduct
its business as presently conducted, to own or hold under lease its properties
and to execute, deliver and perform this Agreement and the Acknowledgment.
(b) Due Authorization. Its execution, delivery and performance
of this Agreement and the Acknowledgment have been duly authorized by all
necessary action on its part and do not require any stockholder approval, or any
approval or consent of, or notice to, any trustee or holder of any indebtedness
or obligation of the Bank.
(c) Legal, Valid and Binding Obligations. Each of this
Agreement and the Acknowledgment has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting the rights of creditors generally and by general principles of equity
regardless of whether enforcement is pursuant to a proceeding in equity or at
law.
5. PLEDGE AND RE-PLEDGE
6
The parties acknowledge that this Agreement will be pledged by Old
Dominion to the Owner Trustee pursuant to the Payment Undertaking Pledge
Agreement to secure its obligations under the Equipment Operating Lease and the
Foundation Operating Lease and that the Owner Trustee will re-pledge such rights
to the Agent under the Loan Agreement as security for the Owner Trustee's
obligations under the Series A Loan Certificate. The Bank hereby consents to
such pledge and re-pledge. So long as this Agreement is subject to the Liens of
the Payment Undertaking Pledge Agreement or the Loan Agreement, Old Dominion may
not transfer, assign, pledge or otherwise dispose of, or grant any option,
participation or interest in, with respect to or measured by, its rights as a
beneficiary under this Agreement to any Person other than the Owner Trustee
pursuant to the Payment Undertaking Pledge Agreement or the Agent
pursuant to the Loan Agreement. Without limiting the generality of the
foregoing, any payment in accordance with the provisions hereof and the
Payment Instruction by the Bank shall release the Bank from any further
liability hereunder to Old Dominion or the Owner Trustee in respect of such
payment.
6. MISCELLANEOUS
.1. AMENDMENTS AND WAIVERS. No term, covenant, agreement or condition of
this Agreement may be terminated, amended or compliance therewith waived
(either generally or in a particular instance, retroactively or
prospectively) except by an instrument or instruments in writing executed by
each party hereto.
.2. NOTICES. Unless otherwise expressly specified or permitted by the terms
hereof, all communications and notices provided for herein shall be in writing
or by a telecommunications device capable of creating a written record, and
any such notice shall become effective (a) upon personal delivery thereof,
including, without limitation, by overnight mail or courier service, (b) in
the case of notice by United States mail, certified or registered,
postage prepaid, return receipt requested, upon receipt thereof, or (c) in the
case of notice by such a telecommunications device, upon transmission thereof,
provided such transmission is promptly confirmed by either of the methods set
forth in clauses (a) or (b) above, in each case addressed to each party hereto
at its address set forth below or, in the case of either party hereto, at such
other address as such party may from time to time designate by written notice to
the other party hereto:
7
If to Old Dominion:
Old Dominion Electric Cooperative
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Vice President of Accounting and Finance
If to the Bank:
Rabobank Nederland
c/o Utrecht-America Finance Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: General Counsel's Office
.3. SURVIVAL. All warranties, representations, indemnities and covenants made
by either party hereto, herein or in any certificate or other instrument
delivered by either such party or on the behalf of such party under this
Agreement, shall be considered to have been relied upon by the other party
hereto and shall survive the consummation of the transactions contemplated
hereby on the Closing Date regardless of any investigation made by either party
or on behalf of such party.
.4. SUCCESSORS AND ASSIGNS. (a) This Agreement shall be binding upon and
shall inure to the benefit of, and shall be enforceable by, the parties hereto
and their respective successors and assigns as permitted by and in accordance
with the terms hereof.
(b) Except as expressly provided herein or in the other Operative
Documents, neither party hereto may assign its interests herein without the
consent of the other party hereto.
.5. BUSINESS DAY. Notwithstanding anything herein or in any other Operative
Document to the contrary, if the date on which any payment is to be made
pursuant to this Agreement is not a Business Day, the payment otherwise payable
on such date shall be payable on the next succeeding Business Day with the
same force and effect as if made on such scheduled date and (PROVIDED such
payment is made on such succeeding Business Day) no interest shall accrue on the
amount of such payment from and after such scheduled date to the time of such
payment on such next succeeding Business Day.
.6. GOVERNING LAW. THIS AGREEMENT SHALL BE IN ALL RESPECTS GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
8
.7. SEVERABILITY. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under Applicable Law,
but if any provision of this Agreement shall be prohibited by or invalid under
Applicable Law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
.8. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
instrument.
.9. HEADINGS. The headings of the sections of this Agreement are inserted for
purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.
.10. FURTHER ASSURANCES. Each party hereto will promptly and duly execute and
deliver such further documents to make such further assurances for and take
such further action reasonably requested by any party to whom such first party
is obligated, all as may be reasonably necessary to carry out more effectively
the intent and purpose of this Agreement and the other Operative Documents.
.11. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
Each of the parties hereto (i) hereby irrevocably submits to the
nonexclusive jurisdiction of the Supreme Court of the State of New York, New
York County (without prejudice to the rights of any party to remove to the
United States District Court for the Southern District of New York) and to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York, for the purposes of any suit, action or other proceeding
arising out of this Agreement, the Payment Instruction, or the subject matter
hereof or thereof or any of the transactions contemplated hereby or thereby
brought by any of the parties hereto or their successors or assigns, (ii) hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York State court or, to the fullest extent
permitted by Applicable Law, in such Federal court, and (iii) to the extent
permitted by Applicable Law, hereby irrevocably waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding any claim that it is not personally subject to the jurisdiction of
the above-named courts, that the suit, action or proceeding is improper or that
this Agreement, the Payment Instruction or the subject matter hereof or thereof
may not be enforced in or by such court. A final judgment obtained in respect of
any action, suit or proceeding referred to in this Section 6.11 shall be
conclusive and may be enforced in other jurisdictions by suit or judgment or in
any manner as provided by Applicable Law. Each of the parties hereto hereby
consents to service of process by registered mail, Federal Express, DHL or
similar courier at the address to which notices to are to be given, it being
agreed that service in such manner shall constitute valid service upon such
party or its respective successors or assigns in connection with any such action
or proceeding only; provided, however, that nothing in this Section 6.11 shall
9
affect the right of any of such parties or their respective successors or
assigns to serve legal process in any other manner permitted by Applicable Law
or affect the right of any of such parties or its respective property in the
courts of other jurisdictions.
10
IN WITNESS WHEREOF, each of Old Dominion and the Bank has executed this
Agreement as of the date and year first above written.
OLD DOMINION ELECTRIC COOPERATIVE
By:/s/ XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
Vice President of Accounting and Finance
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:/s/ XXXXX X. XXXXXXXXX /s/ X.X. DEN XXXX
------------------------ -----------------
Name: Xxxxx X. Xxxxxxxxx Name: X.X. Den Xxxx
Title: Vice President Title: Managing Director
SCHEDULE A
TO
Payment Undertaking Agreement
-----------------------------
PAYMENT AMOUNTS
---------------
Payment Undertaking
Payment Date Payment Amount
------------------- --------------
28-Feb-97 0.00
05-Jan-98 16,121,471.17
05-Jan-99 14,612,351.32
05-Jan-00 17,413,987.51
05-Jan-01 17,586,213.75
05-Jan-02 18,013,590.00
05-Jan-03 17,579,835.00
05-Jan-04 19,460,928.38
05-Jan-05 19,200,037.50
05-Jan-06 19,295,718.75
05-Jan-07 20,895,667.90
05-Jan-08 21,048,674.99
05-Jan-09 21,048,674.99
05-Jan-10 21,048,674.99
05-Jan-11 21,048,674.99
05-Jan-12 21,048,674.99
05-Jan-13 21,048,674.99
05-Jan-14 21,048,674.99
05-Jan-15 21,048,674.99
05-Jan-16 21,048,674.99
05-Jan-17 21,048,674.99
05-Jan-18 289,920,566.14
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Mar-96 240,061,664.92
05-Apr-96 241,560,801.04
05-May-96 243,059,937.17
05-Jun-96 244,559,073.29
05-Jul-96 246,058,209.42
05-Aug-96 247,557,345.54
05-Sep-96 249,056,481.67
05-Oct-96 250,555,617.80
05-Nov-96 252,054,753.92
05-Dec-96 253,553,890.05
05-Jan-97 255,053,026.17
05-Feb-97 256,552,162.30
05-Mar-97 258,077,314.68
05-Apr-97 259,687,949.05
05-May-97 261,298,583.43
05-Jun-97 262,909,217.80
05-Jul-97 264,519,852.18
05-Aug-97 266,130,486.55
05-Sep-97 267,741,120.93
05-Oct-97 269,351,755.30
05-Nov-97 270,962,389.68
05-Dec-97 272,573,024.05
05-Jan-98 258,062,187.26
05-Feb-98 259,675,075.93
05-Mar-98 261,287,964.60
05-Apr-98 262,900,853.27
05-May-98 264,513,741.94
05-Jun-98 266,126,630.61
05-Jul-98 267,739,519.28
05-Aug-98 269,352,407.95
05-Sep-98 270,965,296.62
05-Oct-98 272,578,185.29
05-Nov-98 274,191,073.96
05-Dec-98 275,803,962.63
05-Jan-99 262,804,499.98
05-Feb-99 264,447,028.10
05-Mar-99 266,089,556.23
05-Apr-99 267,732,084.35
05-May-99 269,374,612.48
05-Jun-99 271,017,140.60
05-Jul-99 272,659,668.73
05-Aug-99 274,302,196.85
05-Sep-99 275,944,724.98
05-Oct-99 277,587,253.10
05-Nov-99 279,229,781.23
05-Dec-99 280,872,309.35
05-Jan-00 265,100,849.97
05-Feb-00 266,757,730.28
05-Mar-00 268,414,610.59
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Apr-00 270,071,490.91
05-May-00 271,728,371.22
05-Jun-00 273,385,251.53
05-Jul-00 275,042,131.84
05-Aug-00 276,699,012.16
05-Sep-00 278,355,892.47
05-Oct-00 280,012,772.78
05-Nov-00 281,669,653.09
05-Dec-00 283,326,533.41
05-Jan-01 267,397,199.97
05-Feb-01 269,068,432.47
05-Mar-01 270,739,664.97
05-Apr-01 272,410,897.47
05-May-01 274,082,129.97
05-Jun-01 275,753,362.47
05-Jul-01 277,424,594.97
05-Aug-01 279,095,827.47
05-Sep-01 280,767,059.97
05-Oct-01 282,438,292.47
05-Nov-01 284,109,524.97
05-Dec-01 285,780,757.47
05-Jan-02 269,438,399.97
05-Feb-02 271,122,389.97
05-Mar-02 272,806,379.97
05-Apr-02 274,490,369.97
05-May-02 276,174,359.97
05-Jun-02 277,858,349.97
05-Jul-02 279,542,339.97
05-Aug-02 281,226,329.97
05-Sep-02 282,910,319.97
05-Oct-02 284,594,309.97
05-Nov-02 286,278,299.97
05-Dec-02 287,962,289.97
05-Jan-03 272,066,444.97
05-Feb-03 273,766,860.25
05-Mar-03 275,467,275.53
05-Apr-03 277,167,690.81
05-May-03 278,868,106.09
05-Jun-03 280,568,521.38
05-Jul-03 282,268,936.66
05-Aug-03 283,969,351.94
05-Sep-03 285,669,767.22
05-Oct-03 287,370,182.50
05-Nov-03 289,070,597.78
05-Dec-03 290,771,013.06
05-Jan-04 273,010,499.96
05-Feb-04 274,716,815.58
05-Mar-04 276,423,131.21
05-Apr-04 278,129,446.83
05-May-04 279,835,762.46
05-Jun-04 281,542,078.08
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Jul-04 283,248,393.71
05-Aug-04 284,954,709.33
05-Sep-04 286,661,024.96
05-Oct-04 288,367,340.58
05-Nov-04 290,073,656.21
05-Dec-04 291,779,971.83
05-Jan-05 274,286,249.96
05-Feb-05 276,000,539.02
05-Mar-05 277,714,828.08
05-Apr-05 279,429,117.15
05-May-05 281,143,406.21
05-Jun-05 282,857,695.27
05-Jul-05 284,571,984.33
05-Aug-05 286,286,273.40
05-Sep-05 288,000,562.46
05-Oct-05 289,714,851.52
05-Nov-05 291,429,140.58
05-Dec-05 293,143,429.64
05-Jan-06 275,561,999.96
05-Feb-06 277,284,262.46
05-Mar-06 279,006,524.96
05-Apr-06 280,728,787.46
05-May-06 282,451,049.96
05-Jun-06 284,173,312.46
05-Jul-06 285,895,574.96
05-Aug-06 287,617,837.46
05-Sep-06 289,340,099.96
05-Oct-06 291,062,362.46
05-Nov-06 292,784,624.96
05-Dec-06 294,506,887.46
05-Jan-07 275,333,482.06
05-Feb-07 277,054,316.32
05-Mar-07 278,775,150.59
05-Apr-07 280,495,984.85
05-May-07 282,216,819.11
05-Jun-07 283,937,653.37
05-Jul-07 285,658,487.64
05-Aug-07 287,379,321.90
05-Sep-07 289,100,156.16
05-Oct-07 290,820,990.43
05-Nov-07 292,541,824.69
05-Dec-07 294,262,658.95
05-Jan-08 274,934,818.22
05-Feb-08 276,653,160.83
05-Mar-08 278,371,503.45
05-Apr-08 280,089,846.06
05-May-08 281,808,188.68
05-Jun-08 283,526,531.29
05-Jul-08 285,244,873.90
05-Aug-08 286,963,216.52
05-Sep-08 288,681,559.13
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Oct-08 290,399,901.74
05-Nov-08 292,118,244.36
05-Dec-08 293,836,586.97
05-Jan-09 274,506,254.60
05-Feb-09 276,221,918.69
05-Mar-09 277,937,582.78
05-Apr-09 279,653,246.87
05-May-09 281,368,910.97
05-Jun-09 283,084,575.06
05-Jul-09 284,800,239.15
05-Aug-09 286,515,903.24
05-Sep-09 288,231,567.33
05-Oct-09 289,947,231.42
05-Nov-09 291,662,895.51
05-Dec-09 293,378,559.60
05-Jan-10 274,045,548.71
05-Feb-10 275,758,333.39
05-Mar-10 277,471,118.07
05-Apr-10 279,183,902.75
05-May-10 280,896,687.43
05-Jun-10 282,609,472.11
05-Jul-10 284,322,256.79
05-Aug-10 286,035,041.47
05-Sep-10 287,747,826.15
05-Oct-10 289,460,610.82
05-Nov-10 291,173,395.50
05-Dec-10 292,886,180.18
05-Jan-11 273,550,289.87
05-Feb-11 275,259,979.18
05-Mar-11 276,969,668.49
05-Apr-11 278,679,357.81
05-May-11 280,389,047.12
05-Jun-11 282,098,736.43
05-Jul-11 283,808,425.74
05-Aug-11 285,518,115.05
05-Sep-11 287,227,804.36
05-Oct-11 288,937,493.68
05-Nov-11 290,647,182.99
05-Dec-11 292,356,872.30
05-Jan-12 273,017,886.62
05-Feb-12 274,724,248.41
05-Mar-12 276,430,610.20
05-Apr-12 278,136,971.99
05-May-12 279,843,333.79
05-Jun-12 281,549,695.58
05-Jul-12 283,256,057.37
05-Aug-12 284,962,419.16
05-Sep-12 286,668,780.95
05-Oct-12 288,375,142.74
05-Nov-12 290,081,504.53
05-Dec-12 291,787,866.33
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Jan-13 272,445,553.13
05-Feb-13 274,148,337.84
05-Mar-13 275,851,122.54
05-Apr-13 277,553,907.25
05-May-13 279,256,691.96
05-Jun-13 280,959,476.67
05-Jul-13 282,662,261.37
05-Aug-13 284,365,046.08
05-Sep-13 286,067,830.79
05-Oct-13 287,770,615.49
05-Nov-13 289,473,400.20
05-Dec-13 291,176,184.91
05-Jan-14 271,830,294.62
05-Feb-14 273,529,233.96
05-Mar-14 275,228,173.30
05-Apr-14 276,927,112.64
05-May-14 278,626,051.99
05-Jun-14 280,324,991.33
05-Jul-14 282,023,930.67
05-Aug-14 283,722,870.01
05-Sep-14 285,421,809.35
05-Oct-14 287,120,748.69
05-Nov-14 288,819,688.03
05-Dec-14 290,518,627.38
05-Jan-15 271,168,891.73
05-Feb-15 272,863,697.30
05-Mar-15 274,558,502.88
05-Apr-15 276,253,308.45
05-May-15 277,948,114.02
05-Jun-15 279,642,919.60
05-Jul-15 281,337,725.17
05-Aug-15 283,032,530.74
05-Sep-15 284,727,336.32
05-Oct-15 286,422,141.89
05-Nov-15 288,116,947.46
05-Dec-15 289,811,753.04
05-Jan-16 270,457,883.62
05-Feb-16 272,148,245.39
05-Mar-16 273,838,607.17
05-Apr-16 275,528,968.94
05-May-16 277,219,330.71
05-Jun-16 278,909,692.48
05-Jul-16 280,600,054.26
05-Aug-16 282,290,416.03
05-Sep-16 283,980,777.80
05-Oct-16 285,671,139.57
05-Nov-16 287,361,501.35
05-Dec-16 289,051,863.12
05-Jan-17 269,693,549.90
05-Feb-17 271,379,134.59
05-Mar-17 273,064,719.27
SCHEDULE B
to
Payment Undertaking Agreement
-----------------------------
EARLY TERMINATION AMOUNTS
-------------------------
Payment Undertaking
Payment Date Early Termination Amount
------------------- ------------------------
05-Apr-17 274,750,303.96
05-May-17 276,435,888.65
05-Jun-17 278,121,473.33
05-Jul-17 279,807,058.02
05-Aug-17 281,492,642.71
05-Sep-17 283,178,227.40
05-Oct-17 284,863,812.08
05-Nov-17 286,549,396.77
05-Dec-17 288,234,981.46
05-Jan-18 0.00
SCHEDULE C
to
Payment Undertaking
Agreement
To: Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch (the "Bank")
Dear Ladies and Gentlemen:
We refer to the Payment Undertaking Agreement, dated as of February 29, 1996,
between the Bank and Old Dominion Electric Cooperative ("Old Dominion") (the
"Agreement").
Words and phrases have the same meaning as in the Agreement.
We hereby give you notice that by a Payment Undertaking Pledge Agreement, dated
as of February 29, 1996, all of our right, title and interest in, to and under
the Agreement has been pledged to the Owner Trustee and, pursuant to the Loan
Agreement, dated as of February 29, 1996 (the "Loan Agreement"), re-pledged by
the Owner Trustee to UtrechtAmerica Finance Co., as Agent.
We hereby authorize and instruct you to make all payments under the Agreement to
the Agent at Account No. 13679 at Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, unless
you have been notified by Old Dominion, the Owner Trustee and the Agent that the
Agreement has been released from the Liens of the Payment Undertaking Pledge
Agreement and the Loan Agreement, in which case we hereby authorize and instruct
you to make all payments under the Agreement to Old Dominion or as Old Dominion
directs.
Kindly sign and return the attached acknowledgement to us.
Dated: March 1, 1996
For and on behalf of
OLD DOMINION ELECTRIC COOPERATIVE
By: _______________________________________
ACKNOWLEDGMENT
To: Old Dominion Electric Cooperative
State Street Bank and Trust Company
Utrecht-America Finance Co.
Ladies and Gentlemen:
We refer to the Payment Undertaking Agreement entered into on or about today
between ourselves and Old Dominion Electric Cooperative ("Old Dominion") (the
"Agreement") and the Payment Instruction (as defined in the Agreement).
Words and phrases have the same meaning as in the Agreement.
In consideration of your agreeing, on condition, inter alia, of receipt of this
Acknowledgment, to enter into transactions related to the Agreement, we
undertake, until such time as we receive notice from the Owner Trustee and the
Agent that their interests in the Agreement have been terminated, for your
benefit that:
(a) subject to any contrary instruction from Old Dominion as referred to
in the Payment Instruction, we will make all payments under the
Agreement in accordance with the Payment Instruction;
(b) we will comply with our obligations under the Agreement; and
(c) we will not agree to any variation, termination, repudiation
or rescission of the Agreement or, subject to any contrary
instruction from Old Dominion as referred to in the Payment
Instruction, the Payment Instruction or to give or accept any
compromise, waiver or release of any rights or obligations under the
Agreement or the Payment Instruction without the prior written
consent of Old Dominion, the Owner Trustee and the Agent.
Any instruction to us (other than the Payment Instruction) under the Agreement
must be accompanied by sufficient evidence of the authority of the signatory
thereto (unless such evidence has previously been furnished to us).
We have received notice that all of the Old Dominion's right, title and interest
in, to and under the Agreement have been pledged as security to the Owner
Trustee (pursuant to the Payment Undertaking Pledge Agreement) and re-pledged by
the Owner Trustee to the Agent (pursuant to the Loan Agreement). We have
received no notice of any charge, assignment or encumbrance of the right, title
or interest of Old Dominion in, to or under the Agreement, except for the notice
referred to in the preceding sentence. We hereby confirm that unless and until
we receive notice in writing from the Owner Trustee and the Agent to the effect
that the Liens of the Payment Undertaking Pledge Agreement and the Loan
Agreement have been discharged, the Agent, or if the Lien of the Loan Agreement
is discharged, the Owner Trustee shall have the right, to the exclusion of Old
Dominion, to exercise the rights of Old Dominion under the Agreement.
Dated: March 1, 1996
For and on behalf of
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
By:_________________________________________________
