AMENDMENT FOUR
Exhibit 10.108.4
EXECUTION COUNTERPART
AMENDMENT FOUR
AMENDMENT FOUR (this "AMENDMENT") dated as of December 12, 2000 by and
among EDISON MISSION MIDWEST HOLDINGS CO. (the "BORROWER"), THE CHASE MANHATTAN
BANK as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and
each of certain commercial lending institutions party hereto (the "LENDERS").
WHEREAS, the Borrower, the Administrative Agent and certain of the
Lenders entered into a Credit Agreement dated as of December 15, 1999 (as
heretofore amended, modified and supplemented, the "CREDIT AGREEMENT");
WHEREAS, the Borrower entered into a $71 million Credit Agreement dated
of May 8, 2000 with certain commercial lending institutions arranged by Societe
Generale and Bayerische Landesbank Girozentrale (as heretofore amended, modified
and supplemented, the "2000 CAPEX CREDIT AGREEMENT").
WHEREAS, the Borrower desires to increase its Tranche A Loan
Commitments by $71 million dollars in order to replace the 2000 Capex Credit
Agreement.
WHEREAS, the Borrower desires to renew the Tranche A Loan Commitments
for an additional 364-day period pursuant to SECTION 2.6 of the Credit
Agreement;
WHEREAS, pursuant to SECTION 2.6 of the Credit Agreement, each Lender
party to the Credit Agreement may elect to renew its Tranche A Loan Commitment
for an additional 364-day period or allow its Tranche A Loan Commitment to
expire on the Existing Tranche A Loan Commitment Termination Date;
WHEREAS, the Borrower has the right to accept Tranche A Loan
Commitments from third party financial institutions acceptable to the
Administrative Agent (the "NEW LENDERS") to replace Tranche A Loan Commitments
of any Lender who elects not to renew its Tranche A Loan Commitments pursuant to
SECTION 2.6 of the Credit Agreement;
WHEREAS, the New Lenders wish to become parties to the Credit Agreement
as "Lenders" thereunder, the Borrower, the Administrative Agent and the Lenders
party hereto intend to (i) increase the aggregate amount of Tranche A Loan
Commitments from $840 million to $911 million and (ii) extend the Tranche A Loan
Termination Date for an additional 364-day period pursuant to SECTION 2.6 of the
Credit Agreement;
WHEREAS, Midwest and ComEd have entered into an Amended and Restated
Power Purchase Agreement dated as of September 13, 2000 attached as Exhibit A
hereto, ("AMENDED AND RESTATED ▇▇▇▇▇▇▇ PPA") in order to provide gas price
protection to Midwest and an adjustment to the maximum power purchase
requirement of ComEd in connection with Midwest's sale of energy from the
▇▇▇▇▇▇▇ Facility;
WHEREAS, the consent of the Required Lenders is required in connection
with the execution and delivery of the Amended and Restated ▇▇▇▇▇▇▇ PPA, the
Borrower has requested and the Lenders party hereto consent to Midwest's
execution and delivery of the Amended and Restated ▇▇▇▇▇▇▇ PPA;
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.
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Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedents specified in Section 6 below, but
effective as of the Amendment Effective Date, the Credit Agreement shall be
amended as follows:
(a) Each of the New Lenders shall be deemed to be a "Lender"
under and for all purposes of the Credit Agreement and each reference
therein to "Lender" shall be deemed to include the New Lenders.
References in the Credit Agreement to "this Agreement" shall be deemed
to be references to the Credit Agreement as amended hereby.
(b) SECTION 1.1 of the Credit Agreement shall be amended by
deleting the definition of "LENDERS", in its entirety and replacing it
with the following definition:
"LENDERS" means, (a) on the date hereof, the certain
commercial lending institutions party hereto and (b) thereafter, the
Lenders from time to time holding Commitments after giving effect to
any assignments thereof permitted BY SECTION 11.11.1."
(c) SCHEDULES 1.1(a) and (b) of the Credit Agreement shall be
deleted and replaced in their entirety with Exhibit B hereto.
Section 3. FACILITY FEE. For purposes of calculating the amount of
Facility Fees payable under SECTION 3.3.1 of the Credit Agreement, the increase
of the Tranche A Commitments contemplated by Section 2 hereof shall be deemed to
have been increased (and the Tranche A Commitments of the New Lenders shall be
deemed to have become effective) immediately upon the satisfaction of the
conditions precedents specified in Section 6 hereof.
Section 4. EXTENSION OF TRANCHE A COMMITMENTS. The Lenders holding
Tranche A Loan Commitments as specified in SCHEDULE 1.1(a) to the Credit
Agreement (attached as Exhibit B hereto) as of the Amendment Effective Date
agree to extend the Tranche A Loan Commitment Termination Date for an additional
364 days as specified in SECTION 2.6 of the Credit Agreement.
Section 5. CONSENT. Pursuant to SECTION 8.2.6(b) of the Credit
Agreement, the Lenders party hereto hereby consent to the execution and delivery
by Midwest and ComEd of the Amended and Restated ▇▇▇▇▇▇▇ PPA (and waive any
default under SECTION 8.2.6(b) of the Credit Agreement which may exist as a
consequence of Midwest executing and delivering the Amended and Restated ▇▇▇▇▇▇▇
PPA in advance of such consent).
Section 6. CONDITIONS PRECEDENT. This Amendment shall not become
effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of the
following conditions precedent have been satisfied or will be satisfied
contemporaneously with this Amendment becoming effective:
(a) Delivery to the Administrative Agent of this Amendment
duly executed and delivered by the Borrower, the Administrative Agent,
the New Lenders and each of the Lenders who will hold Tranche A Loan
Commitments immediately after the Amendment Effective Date (such
Lenders constituting Required Lenders);
(b) The Administrative Agent shall have received opinions,
dated the Amendment Effective Date and addressed to the Administrative
Agent and the Lenders, from (i) the general counsel to the Loan Parties
and (ii) the special New York counsel to the Loan Parties. Each such
opinion shall be in form and substance reasonably satisfactory to the
Administrative Agent;
(c) The representations and warranties of the Borrower as set
forth in the Credit Agreement and each Loan Party as set forth in each
of the Loan Documents to
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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
(d) As of the Amendment Effective Date, no Default shall have
occurred (excluding any default waived pursuant to Section 5 hereof)
and be continuing after giving effect to this Amendment.
Section 6. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers as of the day and year first above
written.
EDISON MISSION MIDWEST
HOLDINGS CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
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Attention: General Counsel
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
THE CHASE MANHATTAN BANK,
as Administrative Agent and
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to :
Loan & Agency Services Group
The Chase Manhattan Bank
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
CITIBANK, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Address for Notices:
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopier No.:
SOCIETE GENERALE,
as Lender
By: /s/ ▇▇▇▇▇▇▇ Sacr
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Name: ▇▇▇▇▇▇▇ Sacr
Title: Director, Project Finance
Address for Notices:
1221 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch,
as Lender
By: /s/ ▇▇▇▇▇ Derueloy
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Name: ▇▇▇▇▇ Derueloy
Title: Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate Director
Address for Notices:
1211 Avenue of the Americas
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
2
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.:
FORTIS CAPITAL CORP.,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
Address for Notices:
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
THE ROYAL BANK OF SCOTLAND
PLC,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Address for Notices:
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
With a copy to :
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
BANK OF AMERICA, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Address for Notices:
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Telecopier No.:
4
ABN AMRO BANK N.V.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Credit Administration
With a copy to:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
c/o Bankers Trust Company
Corporate Trust & Agency Group
Loan Services
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇
Telecopier No.:
With a copy to:
3 World Financial ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
5
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: Vice President
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BAYERISCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
BARCLAYS BANK PLC,
as Lender
By: /s/ Sydney ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
6
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.: ▇▇▇ ▇▇▇ ▇▇▇▇
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Address for Notices:
Commercial Loan Operations
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▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANK ONE, NA (Chicago Branch),
as Lender
By: /s/ ▇▇▇▇ ▇▇▇
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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:
7
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
BNP PARIBAS,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
Treasury Department
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Telecopier No.:
With a copy to:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
COMMERZBANK AG, New York and
Cayman Island Branches,
as Lender
By: /s/ Christian Jagenberg
--------------------------------
Name: Christian Jagenberg
Title: Senior Vice President and
Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
8
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
SANPAOLO IMI S.p.A.,
as Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇
▇▇▇▇▇▇▇▇
Telecopier No.:
DEXIA PUBLIC FINANCE BANK,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: General Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
9
THE FUJI BANK, LIMITED,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇
Telecopier No.:
KBC BANK N.V.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
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▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
CREDIT LYONNAIS, New York Branch
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopier No.:
10
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:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇
▇▇▇▇▇▇, ▇▇▇▇▇ 20121
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.: 39 02 8829 945
ABBEY NATIONAL TREASURY
SERVICES plc,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Manager
By:
--------------------------------
Name:
Title:
Address for Notices:
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED,
as Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
11
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Telecopier No.:
CIBC INC.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Executive Director
Address for Notices:
Two Paces West
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▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE New York/Grand
Cayman Islands Branches,
as Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
12
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
NATIONAL AUSTRALIA BANK
LIMITED, (A.C.N. 004044937)
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
Telecopier No.:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇
Branch,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
BANK HAPOALIM B.M.,
as Lender
By:
--------------------------------
Name:
Title:
By:
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Name:
Title:
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇
Telecopier No.:
COBANK, ACB,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
14
Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
BANKGESELLSCHAFT BERLIN AG,
London Branch
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Associate Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
NATEXIS BANQUES POPULAIRES,
as Lender
By:
--------------------------------
Name:
Title:
By:
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Name:
Title:
15
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.:
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE,
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.:
MELLON BANK, N.A.,
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Address for Notices:
Three Mellon ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Loan Administration Dept.
Telecopier No.:
16
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK,
LTD.,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Senior Vice President and
General Manger
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇
Telecopier No.:
BANK OF CHINA, NEW YORK,
as Lender
By:
--------------------------------
Name:
Title:
Address for Notices:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN AG, New York Branch
as Lender
By:
--------------------------------
Name:
Title:
By:
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Name:
Title:
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.:
17