Exhibit 10.3(a)
EQUITY CONTRIBUTION AGREEMENT
THIS EQUITY CONTRIBUTION AGREEMENT, dated as of November __, 2001 (this
"Agreement"), is made and entered into by and among THE SOUTHERN COMPANY, a
Delaware corporation ("Southern"), SOUTHERN POWER COMPANY, a Delaware
corporation (the "Borrower"), and CITIBANK, N.A., a banking corporation
organized and existing under the laws of the State of New York, in its capacity
as agent for the benefit of the Lenders under, and as defined in, the Credit
Agreement referred to below (in such capacity, the "Agent")
W I T N E S S E T H:
WHEREAS, the Borrower is the wholly-owned subsidiary of Southern;
WHEREAS, the Borrower has acquired or plans to acquire the generating
facilities and the facilities under construction listed on Schedule 1 hereto as
such Schedule 1 may be amended, modified, supplemented, replaced and/or
superceded from time to time by an Equity Contribution Agreement Supplement in
the form of Exhibit A hereto (the "Projects");
WHEREAS, the Borrower and the Agent have entered into that certain
Credit Agreement of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement") with the Borrower,
Xxxxxxx Xxxxx Xxxxxx Inc. as Lead Arranger and Syndication Agent, the
Co-Arrangers and Lenders party thereto, and Citibank, N.A., as agent for the
Lenders, pursuant to which the Lenders will make loans to the Borrower for the
purpose of financing up to 60% of the costs of developing, acquiring and
constructing the Projects and certain related expenses (the "Loans");
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement that this Agreement shall have been entered into by the parties hereto
and shall have become fully effective in accordance with its terms; and
WHEREAS, Southern will derive substantial benefit by the making of the
Loans by the Lenders to the Borrower.
NOW, THEREFORE, in consideration of the above recited premises and in
order to induce the Lenders to make the Loans to the Borrower, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows. Except as otherwise defined herein,
capitalized terms used herein but not defined, shall have the respective
meanings given to them in the Credit Agreement.
1. Equity Contributions.
--------------------
(a) The Borrower and Southern each hereby acknowledge and
agree that upon written notice from the Borrower to Southern, Southern shall
make equity contributions (each an "Equity Contribution") to the Borrower in
cash or by wire transfer of immediately available funds on the date and in the
amount specified in such notice. Equity Contributions shall be in such aggregate
amount as shall be required to cause the ratio of Project Debt to Project Equity
(the term "Project Equity" being, with respect to each Project, the aggregate
amount of all equity (cash or otherwise) contributed before or after the Funds
Availability Date (including by way of Equity Contributions), in each case, by
Southern to the equity capital of the Borrower with respect to such Project and
accounted, or to be accounted, as such in the financial statements of the
Borrower), in each case, as of the date of determination (and after giving
effect to all Loans and CP Commitment Reservations made or to be made on such
date, and the application of the proceeds of such Loans or Commercial Paper for
which such CP Commitment Reservations were made (as the case may be)) to not
exceed the Debt/Equity Ratio for such Project; provided that the Debt/Equity
Ratio for any Project shall not, in any event, exceed a ratio of 60:40. The
Initial Project Budget for each Project is attached hereto as part of Schedule
1. From time to time, but not more frequently than once per month, the Borrower
may execute and submit to Southern a written notice requesting an Equity
Contribution.
(b) Subject to the applicable Project Limit(s), in the event
that the ratio of Project Debt to Project Equity for any Completed Project (the
Total Project Costs for which does not exceed the Project Costs set forth in the
Project Budget applicable to such Project) is less than the Debt/Equity Ratio
applicable to such Project (after giving effect to all Loans and CP Commitment
Reservations made or to be made on such date, and the application of the
proceeds of such Loans or Commercial Paper for which such CP Commitment
Reservations were made (as the case may be)), the amount by which such Project
Equity exceeds the minimum amount of Project Equity required for purposes of
achieving the required Debt/Equity Ratio, in each case, with respect to such
Project, will be (i) deemed to be an Equity Contribution for any other Project
(if so specified in writing by the Borrower to the Agent), or (ii) returned to
Southern by the Borrower from proceeds of Loans.
2. Representations and Warranties. Southern represents and
warrants to the Borrower and the Agent, for its own benefit and for the
benefit of the other Lenders that:
(a) Organization and Good Standing. Southern is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware.
(b) Power, Authority and Due Authorization. Southern (i) has
the requisite corporate power and authority to execute, deliver and perform this
Agreement and to take all action necessary to consummate the transactions
contemplated hereunder, and (ii) is duly authorized to, and has been authorized
by all necessary corporate action, to execute, deliver and perform this
Agreement.
(c) No Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated herein, nor
performance of and compliance with the terms and provisions hereof by Southern
will (i) violate or conflict with any provision of its certificate or articles
of incorporation or bylaws, (ii) conflict with or contravene any Law to which it
or its properties are subject which has had or would reasonably be expected to
have a Material Adverse Effect as to Southern, or (iii) violate any agreement to
which it is a party or by which it may be bound, the violation of which has had
or would reasonably be expected to have a Material Adverse Effect as to
Southern.
(d) Consents. No approval or authorization or other action by,
or filing, registration or qualification with, any governmental authority is
required for the due execution, delivery or performance by Southern of this
Agreement and the transactions contemplated hereby, except for those which have
been duly obtained or made and are in full force and effect.
(e) Enforceable Obligations. This Agreement has been duly
executed and delivered by Southern and constitutes the legal, valid and binding
obligation of Southern enforceable against Southern in accordance with its
terms, subject to laws affecting the enforcement of creditors' rights generally
and to general principles of equity.
(f) Litigation. No litigation, arbitration, or administrative
proceeding is currently pending or, to Southern's knowledge, threatened against
Southern (i) to restrain the entry by Southern into, the enforcement of or
exercise of any rights by the Lenders or the Agent under, or the performance or
compliance by Southern with any obligations under this Agreement, or (ii) which
has had or would reasonably be expected to have a Material Adverse Effect.
(g) Financial Condition. The consolidated balance sheet of
Southern as at December 31, 2000 and the related consolidated statements of
income, retained earnings and cash flow for the fiscal year then ended,
heretofore furnished to the Lenders, fairly present the consolidated financial
condition and results of operations of Southern as of the date thereof and the
consolidated results of its operations for such fiscal year in accordance with
GAAP.
(h) Material Adverse Change. There has been no change
in the financial condition or results of operations of Southern since
December 31, 2000 which has had or would reasonably be expected to have a
Material Adverse Effect as to Southern.
(i) No Southern Event of Default. No Southern Event of
Default (as defined herein) has occurred and is continuing A "Southern Event
of Default" shall mean that any of the following events has occurred and
is continuing:
(i) Southern fails to (A) pay or prepay any principal
of any Project Debt required to be paid by it pursuant to the Southern
Completion Guarantee when due; or (B) pay any interest with respect to
any Project Debt required to be paid by it pursuant to the Southern
Completion Guarantee, make any equity contribution or loan required to
be made by it pursuant to the Southern Completion Guarantee, or pay any
other amounts payable under the Southern Completion Guarantee, in the
case of sub-clause (B) only, within five (5) Business Days after the
same shall become due and payable; or
(ii) Any one or more of the representations and
warranties made in this Agreement, the Southern Completion Guarantee,
or in any certificate delivered by Southern or the Borrower (with
respect only to representations and warranties set forth in Section 2
of this Agreement or Section 4 of the Southern Completion Guarantee) in
connection with the Credit Agreement or the Southern Completion
Guarantee, proves to have been materially incorrect when made and, if
the events giving rise to such representation or warranty are
susceptible of cure, it shall not have been cured within 30 days after
written notice of such default has been given to Southern by the Agent
(or such longer period as the Majority Lenders may permit); or
(iii) Southern shall fail to pay any principal of or
premium or interest on any of its Debt that is outstanding in a
principal or notional amount equal to or in excess of $100,000,000 in
the aggregate for all such unpaid Debt when the same becomes due and
payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other event shall occur or
condition shall exist under the agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event
or condition is to accelerate the maturity of such Debt; or any such
Debt shall be declared due and payable, or be required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or
redemption), purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each
case prior to the scheduled maturity thereof; or
(iv) Southern or any Subsidiary of Southern which
represents more than 25% of Southern's assets on a consolidated basis
(each such Subsidiary, a "Significant Subsidiary") shall (1) apply for
or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a
substantial part of its property, (2) make a general assignment for the
benefit of its creditors, (3) commence a voluntary case under the U.S.
Bankruptcy Code (as now or hereafter in effect) or any similar law of
any applicable jurisdiction, (4) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or readjustment of debts, or
(5) fail to controvert in a timely and appropriate manner, or acquiesce
in writing to, any petition filed against it in an involuntary case
under the U.S. Bankruptcy Code or any similar law of any applicable
jurisdiction; or a proceeding or case shall be commenced, without the
application or consent of Southern or any Significant Subsidiary, in
any court of competent jurisdiction, seeking (x) its liquidation,
reorganization, dissolution or winding up, or the composition or
readjustment of its debts, (y) the appointment of a trustee, receiver,
custodian, liquidator or the like of Southern or the relevant
Significant Subsidiary (as applicable) or of all or any substantial
part of its assets, or (z) similar relief in respect of Southern or the
relevant Significant Subsidiary (as applicable) under any law relating
to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue
unstayed and in effect for a period of 90 or more days; or a court or
governmental agency having jurisdiction in the premises shall enter a
decree or order for relief in respect of Southern or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appoint
a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of Southern or any Significant Subsidiary or for any
substantial part of its property or ordering the winding up or
liquidation of its affairs, and such decree or order shall continue
unstayed and in effect for a period of 90 or more days; or Southern or
any Significant Subsidiary shall admit in writing its inability to pay
its debts generally as they become due or any action shall be taken by
Southern or any Significant Subsidiary in furtherance of any of the
aforesaid purposes; or
(v) There has been a Change of Control (as defined
herein) in Southern. For purposes of this Agreement, "Change of
Control" shall mean the direct or indirect acquisition by any person
(as such term is defined in Section 13(d) of the Securities Exchange
Act of 1934, as amended) of beneficial ownership of more than 51% of
the outstanding shares of the capital stock of Southern entitled to
vote generally for the election of directors of Southern; or
(vi) This Agreement or the Southern Completion
Guarantee shall fail to be in full force and effect, or Southern so
asserts in writing.
3. Enforcement. Southern hereby agrees that the Agent shall have the
right to directly enforce the provisions hereof which are binding upon Southern
against Southern and Southern hereby agrees to pay within 30 days of demand all
costs, including reasonable attorneys' fees, incurred with respect to the
enforcement of such provisions of this Agreement against Southern.
4. No Subrogation. Notwithstanding any payment or payments made or
caused to be made by Southern hereunder, Southern shall not be entitled to be
subrogated to any of the rights of the Lenders, nor shall Southern seek any
reimbursement or indemnification from the Borrower in respect of payments made
or caused to be made by Southern hereunder. If any amount shall be paid to
Southern as a result of such subrogation rights at any time prior to the date
when (a) all of the amounts payable under this Agreement shall have been paid in
full in cash or by wire transfer of immediately available funds; and (b) the
Commitments shall have been terminated and all Advances, interest thereon and
all other amounts owing by the Borrower under the Credit Agreement shall have
been paid in full in cash or by wire transfer of immediately available funds,
such amount shall be held by Southern in trust for the Lenders, segregated from
other funds of Southern, and shall be turned over to the Agent for the benefit
of the Lenders, in the exact form received by Southern (duly endorsed by
Southern to the Agent for the benefit of itself and the other Lenders, if
required), to be applied against obligations of the Borrower under the Credit
Agreement in such order as the Agent acting pursuant to the Credit Agreement may
elect.
5. No Setoff. Southern shall not have the right to withhold or
offset against any payment due for any reason including, without limitation,
any dispute between the Borrower and Southern.
6. Third Party Beneficiaries. The agreements of the parties
hereto are intended to benefit the Lenders and their respective permitted
successors and assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Delivery of an
executed counterpart of this Agreement by telecopier shall be effective as
delivery of an original executed counterpart of this Agreement.
8. Notices. Except as otherwise expressly provided herein, (a) all
notices and other communications provided for hereunder shall be provided in
writing and shall be sent by personal delivery, telecopy, overnight courier or,
if such courier service is not available, by certified mail with postage prepaid
to any party at the address set forth below its signature on this Agreement, or
at such other address as shall be designated by a party in a written notice to
the other parties hereto and (b) all such notices and communications shall be
effective seven (7) days after being deposited in the mails in the manner as
aforesaid, when delivered if sent by personal delivery, one (1) day after
delivery to the courier if sent by overnight courier, or when sent by
telecopier, upon confirmation of receipt.
9. Successors and Assigns. This Agreement shall inure to the benefit of
the parties hereto, the Agent and each of the Lenders, as third party
beneficiaries, and their successors and assigns permitted under the terms of the
Credit Agreement, and shall bind the heirs, executors, administrators, personal
representatives, successors and assigns of such Persons. Southern shall not
assign or otherwise transfer all or any of its obligations hereunder. Any
assignment by the Agent or the Lenders shall be in accordance with the terms and
conditions of Section 8.07 of the Credit Agreement.
10. Amendments. This Agreement or any provision hereof may not be
amended, canceled, modified, changed or waived by any party hereto without the
prior written consent of the Agent (acting upon the instructions of those
Lenders holding at least 75% of the outstanding Loans or, if none, 75% of the
Commitments); provided, that, no amendment, waiver or consent shall, unless in
writing and signed by the Agent with the consent of all of the Lenders (a)
reduce or limit the obligations of Southern under Section 1 herein or, release
or otherwise limit Southern's liability under Section 1; (b) postpone any date
fixed for any payment required of Southern under Section 1; or (c) change the
number of Lenders or the percentage of the Commitments that, in each case, shall
be required for the Lenders or any of them to take any action hereunder;
provided, further that Southern, the Borrower and the Agent may, from time to
time, amend this Agreement by way of one or more Equity Contribution Agreement
Supplements in the form of Exhibit A hereto. Any such amendment, cancellation,
modification, change or waiver must be by a written instrument signed by
Southern, the Borrower and the Agent.
11. Governing Law. This Agreement is a contract made under the
Laws of the State of New York of the United States and shall for all purposes
be governed by and construed in accordance with the Laws of such State.
12. Waiver of Jury Trial. Each of Southern, the Borrower, the Lenders
and the Agent hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the actions of
Southern, the Borrower, the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.
13. No Waiver. No failure to exercise and no delay in exercise, on the
part of the Agent or any Lender, of any right, remedy, power or privilege
provided herein or by statute or at Law or in equity shall operate as a waiver
thereof; nor shall any single or partial exercise of any thereof preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The remedies herein provided are cumulative and not
exclusive of any remedies provided by Law.
IN WITNESS WHEREOF, the undersigned have executed this Equity
Commitment Agreement as of the date first above written.
The Southern Company
By: ______________________________________
Name: Xxxx X. Xxxxxx
Title: Executive Vice President, Chief Financial Officer
and Treasurer
Address for Notices:
000 Xxxxxxxxx Xxxxxx, X.X.
Bin 000X / 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
Southern Power Company
By: ______________________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
Address for Notices:
000 Xxxxxxxxx Xxxxxx, X.X.
Bin 000X / 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
Citibank, N.A. (as Agent)
By: ____________________________
Name: _________________________
Title: _________________________
Address for Notices:
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, XX 00000
Facsimile: (000)-000-0000
Attention: Xxxx Xxxxxx
SCHEDULE 1
PROJECTS AND INITIAL PROJECT BUDGETS
Initial Project
Autaugaville 1 Project
Autaugaville 2 Project
Goat Rock 1 Project
Goat Rock 2 Project
Xxxxxxx Project
Xxxxxxx
Budget Description Budget Amount
------------------ ------------
General Construction $94,900,000
Engineering and Project 8,042,000
Management
Construction Management 6,800,000
Owner Purchased Equipment 202,030,000
- CTGs, HRSGs, STGs
Owner Purchased Balance of 47,500,000
Plant
GSU Supply and 12,000,000
Installation
Warehouse Relocation 4,800,000
Directs Subtotal $376,072,000
Insurance 573,765
Legal and Professional 1,623,745
Fees
Sales Tax 2,200,000
Property Tax 150,000
Electrical Interconnection 14,900,000
Gas Interconnection 9,100,000
Start-up and Commissioning 13,500,000
Spares (included in a long 3,200,000
term service agreement)
Co-Owner Recovery (10,000,000)
Contingency 5,266,000
Interest During 31,801,622
Construction
Financing Costs 3,000,000
Other Project Costs $75,315,132
Subtotal
Project Total $451,387,132
--------------------------------------------
Goat Rock 1 & 2
Budget Description Goat Rock 1 Goat Rock 2
----------------------------------------------------------------------
General Construction $48,668,000 $48,850,000
Engineering and Project 5,707,000 5,780,000
Management
Construction 4,125,000 4,125,000
Management
Owner Purchased 93,070,000 111,188,000
Equipment -
CTGs, HRSGs, STGs
Owner Purchased 24,000,000 25,000,000
Balance of Plant
GSU Supply and 6,800,000 6,400,000
Installation
Directs Subtotal $182,370,000 $201,343,000
Insurance 285,698 445,500
Legal and Professional 286,540 634,020
Fees
Sales Tax 3,000,000 3,600,000
Property Tax 897,210 2,120,696
Electrical Interconnection 7,331,707 5,088,000
Gas Interconnection 7,800,000 0
Start-up and 7,300,000 7,300,000
Commissioning
Spares (CT spares 2,200,000 3,000,000
included in the LTSA)
Contingency 1,230,000 2,961,000
Interest During 13,703,415 18,212,861
Construction
Financing Costs 1,500,000 1,500,000
Site and Owners Cost 1,579,000 0
(Land Purchase, etc.)
Other Project Costs $46,813,570 $44,862,077
Subtotal
Project Total $229,183,570 $246,205,077
----------------------------------------------------------------------
Autaugaville 1 & 2
-
Budget Description Autaugaville 1 Autaugaville 2
----------------------------------------------------------------------
General $53,000,000 $42,000,000
Construction
Engineering and 6,154,000 4,575,000
Project Management
Construction 4,125,000 3,450,000
Management
Owner Purchased 111,184,000 108,625,000
Equipment -
CTGs, HRSGs, STGs
Owner Purchased 25,000,000 24,000,000
Balance of Plant
GSU Supply and 6,100,000 6,400,000
Installation
Directs Subtotal $205,563,000 $189,050,000
Insurance 445,500 445,500
Legal and 1,529,031 396,194
Professional Fees
Sales Tax 3,600,000 3,600,000
Property Tax 1,606,057 1,410,034
Electrical 7,179,000 15,000,000
Interconnection
Gas Interconnection 12,170,000 0
Start-up and 7,300,000 7,300,000
Commissioning
Spares (CT spares 2,100,000 2,100,000
included in the
LTSA )
Contingency 4,606,000 3,400,000
Interest During 20,714,025 18,090,483
Construction
Financing Costs 1,500,000 1,500,000
Site and Owner's 2,200,000 0
Cost (Land
Purchase, etc.)
Other Project Costs $64,949,613 $53,242,211
Subtotal
Project Total $270,512,613 $242,292,211
----------------------------------------------------------------------
EXHIBIT A
Form of Equity Contribution Agreement Supplement
Citibank, N.A.,
as Agent
under the Credit Agreement referred to below
Attention:
--------------------------
[date]
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement, dated as of [ ], 2001
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") by and among Southern Power Company (the "Borrower"), the
Lenders and the Co-Arrangers party thereto, Citibank, N.A., as administrative
agent for the Lenders (the "Agent"), and Xxxxxxx Xxxxx Barney Inc., as lead
arranger and syndication agent; and (b) the Equity Contribution Agreement, dated
as of [ ], 2001 (as amended, restated, supplemented or otherwise modified from
time to time, the "Equity Contribution Agreement") between The Southern Company
("Southern"), the Borrower and the Agent. Terms defined in the Equity
Contribution Agreement, including by reference to the Credit Agreement, are used
herein with the same meaning.
Each of the Borrower and Southern hereby agrees in favor of the Agent
that, with effect on and from the date hereof, the following Subsequent Project
shall be a "Project" for all purposes under the Equity Contribution Agreement:
[ Describe Project ],
and Schedule 1 to the Equity Contribution Agreement shall be supplemented with
Schedule 1 to this Equity Contribution Agreement Supplement.
Southern hereby confirms, in favor of each of the Borrower and the
Agent that its obligations under the Equity Contribution Agreement shall, on and
from the date hereof, extend in all respects, in accordance with the terms
thereof, to the Project set forth in Schedule 1 hereto.
Southern hereby confirms that each of the representations and
warranties set forth in Section 2 of the Equity Contribution Agreement are true
and correct in all material respects as of the date hereof and, if different
from the date hereof, as of the date of the first Utilization with respect to
the Project set forth in Schedule 1 hereto, before and after giving effect to
such Utilization and to the application of the proceeds therefrom (or, if such
Utilization is a CP Commitment Reservation, after giving effect to the
application of the proceeds of the Commercial Paper for which such CP Commitment
Reservation was requested), as though made on and as of such date (and each of
the giving of this Equity Contribution Agreement Supplement and the acceptance
by the Borrower of such proceeds shall constitute a representation and warranty
made herein, with respect to Section 2 of the Equity Contribution Agreement, by
Southern to such effect).
Except as expressly amended hereby, all of the provisions of the Equity
Contribution Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms.
This Equity Contribution Agreement Supplement shall be construed as
supplementing and forming part of the Equity Contribution Agreement and shall be
read accordingly.
This Equity Contribution Agreement Supplement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of this Equity Contribution Agreement Supplement by
telecopier shall be effective as delivery of an original executed counterpart of
this Equity Contribution Agreement Supplement.
This Equity Contribution Agreement Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.
THE SOUTHERN COMPANY
By:____________________________________
Name:
Title:
SOUTHERN POWER COMPANY
By: __________________________________
Name:
Title:
Accepted by:
CITIBANK, N.A., as Agent
By:
---------------------------------
Name:
Title:
SCHEDULE 1
SUBSEQUENT PROJECT AND
INITIAL PROJECT BUDGET
