EX-10.108-2 60 a2031364zex-10_1082.txt EXHIBIT 10.108.2 Exhibit 10.108.2 EXECUTION COUNTERPART AMENDMENT TWO AMENDMENT TWO (this "Amendment") dated as of June 23, 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. WHEREAS, the Borrower, the Administrative Agent and certain commercial lending institutions party thereto (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 desires to enter into the Synthetic Lease Transaction; WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders party hereto have agreed, to amend and waive certain provisions of the Credit Agreement so as to permit the Synthetic Lease Transaction; WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders party thereon have agreed, to clarify the definitions of Fixed Charges and Operating Expenses; ACCORDINGLY, the parties hereto agree as follows: Section 1. DEFINITIONS. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (and in the introductions and recitals hereto) as defined therein. Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the satisfaction of the conditions precedents specified in Section 3 below, but effective as of the Amendment Effective Date, the Credit Agreement shall be amended as follows: (a) SECTION 1.1 of the Credit Agreement shall be amended by adding the following definitions: "COMED SYNTHETIC LEASE CONSENT" means the Consent to Sale of Assets between Midwest and ComEd referred to in the Synthetic Lease Basic Documents. "INCREMENTAL SYNTHETIC LEASE ENVIRONMENTAL INDEMNITY PAYMENTS" mean Synthetic Lease Environmental Indemnity Obligations paid to Indemnitees that would not otherwise would have been borne by Midwest had the Synthetic Lease Transaction not been consummated and Midwest been both the owner and the operator of Synthetic Lease Assets. "SYNTHETIC LEASE" means the Lease Agreement dated as of June 23, 2000 between Midwest and Synthetic Lease Trust. "SYNTHETIC LEASE ASSETS" mean certain electric generating turbines further described in the Synthetic Lease Participation Agreement as the "Leased Equipment". "SYNTHETIC LEASE BASIC DOCUMENTS" means the Basic Documents as defined in the Synthetic Lease Participation Agreement. "SYNTHETIC LEASE ENVIRONMENTAL INDEMNITY OBLIGATIONS" mean Synthetic Lease Liabilities consisting of liabilities or obligations with respect to Section 6.2 or 6.7 of the Synthetic Lease Participation Agreement that by virtue of Section 6.8 of the Synthetic Lease Participation Agreement and the Synthetic Lease Guarantee are not liabilities or obligations of Edison Mission Energy. "SYNTHETIC LEASE GUARANTEE" means the Guaranty Agreement dated as of June 23, 2000 made by Edison Mission Energy in favor of the Synthetic Lease Trust that, among other things, guarantees the payment by Midwest of all Synthetic Lease Liabilities other than Synthetic Lease Environmental Indemnity Obligations. "SYNTHETIC LEASE INTERCOMPANY NOTE" means the Intercompany Note dated the Closing Date (as defined in the Synthetic Lease Participation Agreement) evidencing the loan by Midwest to Edison Mission Energy of the proceeds of the Synthetic Lease Transaction (net of transaction expenses paid by Midwest in connection with the Synthetic Lease Transaction). "SYNTHETIC LEASE INTERCOMPANY NOTE PAYMENTS" mean the payments by Edison Mission Energy to Midwest under or in respect of the Synthetic Lease Intercompany Note. "SYNTHETIC LEASE LIABILITIES" mean the basic rent, the supplemental rent or any other amount, liability or obligation that Midwest is obligated to pay under the Synthetic Lease or the other Synthetic Lease Basic Documents, including, without limitation, Synthetic Lease Environmental Indemnity Obligations. "SYNTHETIC LEASE PARTICIPATION AGREEMENT" means the Participation Agreement dated as of June 23, 2000 by and among Midwest, Edison Mission Energy, the Synthetic Lease Trust, investors party thereto, noteholders party thereto, Wilmington Trust Company, and Citicorp North America, Inc., as Agent. 2 "SYNTHETIC LEASE TRANSACTION" means the transaction pursuant to the Synthetic Lease Participation Agreement and the Synthetic Lease Basic Documents whereby Midwest sells the Synthetic Lease Assets to the Synthetic Lease Trust and the Synthetic Lease Trust leases the Synthetic Lease Assets to Midwest under the Synthetic Lease. "SYNTHETIC LEASE TRUST" means EME/CDL Trust, a Delaware statutory business trust.". (b) SECTION 1.1 of the Credit Agreement shall be further amended by deleting the definitions of "CASHFLOW AVAILABLE FOR FIXED CHARGES", "DEBT TO CAPITAL RATIO", "FIXED CHARGES" and "OPERATING EXPENSES" in their entirety and replacing them with the following definitions: "CASHFLOW AVAILABLE FOR FIXED CHARGES" means, in respect of any period, the excess, if any, of Revenues (excluding (i) proceeds of any permitted asset sale, (ii) amounts available in the Cashflow Recapture Fund and (iii) Synthetic Lease Intercompany Note Payments) during such period OVER Operating Expenses during such period. "DEBT TO CAPITAL RATIO" means, with respect to the Borrower and its Consolidated Subsidiaries, the ratio as of the end of the last Fiscal Quarter for which financial statements referred to in SECTION 8.1.1 are available of (i) the aggregate principal amount of Indebtedness of the Borrower and its Consolidated Subsidiaries (other than Indebtedness of the Borrower incurred pursuant to SECTION 8.2.1(a)(iii) and SECTION 8.2.1(i)) then outstanding to (ii) Total Capitalization (excluding, to the extent included, the Synthetic Lease Intercompany Note and payments by Edison Mission Energy pursuant to the Synthetic Lease Guarantee). "FIXED CHARGES" means, in respect of any period, an amount equal to the aggregate of, without duplication, (i) all interest due and payable on the Loans PLUS or MINUS any net amount due and payable in respect of Interest Rate Hedging Transactions during such period, including (A) all capitalized interest and (B) the interest portion of any deferred payment obligation, (ii) amounts due and payable under SECTIONS 3.3.1 and 3.3.2 during such period, (iii) amounts due and payable to the Lenders with respect to the deduction of withholding tax on such payments pursuant to SECTION 4.7 during such period, (iv) the interest portion of any deferred payment obligation due and payable during such period, (v) the aggregate amount of the Lease Obligations due and payable during such period, and (vi) all other amounts due and payable by the Loan Parties with respect to Indebtedness (other than (x) Designated Lease Liabilities and Synthetic Lease Liabilities) permitted under SECTION 8.2.1 during such period. 3 "OPERATING EXPENSES" means, in respect of any period, all cash amounts paid by the Loan Parties in the conduct of their business during such period, including premiums for insurance policies, fuel supply and transportation costs, utilities, costs of maintaining, renewing and amending Governmental Approvals, franchise, licensing, property, real estate and income taxes, sales and excise taxes, general and administrative expenses, employee salaries, wages and other employment-related costs, business management and administrative services fees, fees for letters of credit, surety bonds and performance bonds, Necessary Capital Expenditures and all other fees and expenses necessary for the continued operation and maintenance of the Generating Assets and the conduct of the business of the Loan Parties. Operating Expenses shall exclude (to the extent included) Lease Obligations and Synthetic Lease Liabilities (other than payments of Synthetic Lease Environmental Indemnity Obligations) and shall include (to the extent excluded) Designated Lease Liabilities (other than Lease Obligations).". (c) SECTION 8.2.1(a) of the Credit Agreement shall be deleted and replaced in its entirety with the following: "(a)(i) Capitalized Lease Liabilities and Operating Lease Liabilities outstanding (or anticipated to be outstanding) on the Effective Date and set forth on SCHEDULE 8.2.1(a), (ii) Capitalized Lease Liabilities and Operating Lease Liabilities entered into after the Effective Date in the ordinary course of business not to exceed at any time an aggregate principal amount equal to $50,000,000 and (iii) Synthetic Lease Liabilities;". (d) SECTION 8.2.2 of the Credit Agreement shall be amended by (i) deleting the period at the end of SECTION 8.2.2(l) of the Credit Agreement and replacing it with the following: "; and"; and (ii) adding SECTION 8.2.2(m) to SECTION 8.2.2 of the Credit Agreement as follows: "(m) Liens created pursuant to the Synthetic Lease Basic Documents.". (e) SECTION 8.2.4 of the Credit Agreement shall be amended by deleting SECTION 8.2.4(iv) of the Credit Agreement and replacing it in its entirety with the following subsections: "(iv) transfer certain railcars or rights to railcars as part of the Transco Transaction and (v) sell the Synthetic Lease Assets to Synthetic Lease Trust pursuant to the Synthetic Lease Basic Documents; PROVIDED, FURTHER, that any Asset Disposition pursuant to CLAUSES (i), (ii), (iii), (iv) and (v) of this proviso shall not be included in the calculation of the aggregate net book value of assets sold pursuant to this SECTION 8.2.4.". 4 (f) SECTION 8.2.5 of the Credit Agreement shall be amended by (i) deleting the period at the end of SECTION 8.2.5(d) of the Credit Agreement and replacing it with the following: "; and"; and (ii) adding SECTION 8.2.5(e) to SECTION 8.2.5 of the Credit Agreement as follows: "(e) Investments evidenced by the Synthetic Lease Intercompany Note.". (g) SECTION 8.2.6(a) of the Credit Agreement shall be amended by adding the following sentence at the end of the section: "Notwithstanding the foregoing, the Synthetic Lease Transaction and the transactions contemplated by the Synthetic Lease Basic Documents shall be deemed not to be a Transaction with an Affiliate for the purposes of this SECTION 8.2.6.". (h) SECTION 8.2.7 of the Credit Agreement shall be amended by adding the following sentence at the end of Section 8.2.7 of the Credit Agreement: "Notwithstanding the foregoing, so long as no Default, Event of Default or Maturity Event shall have occurred and be continuing, the Borrower or any other Loan Party may make a Restricted Payment to Edison Mission Energy on or within 30 days after the date any Synthetic Lease Intercompany Note Payment is received by Midwest in an amount not exceeding such Synthetic Lease Intercompany Note Payment (to the extent that the same was not included in any Restricted Payment theretofore made in accordance with this Section 8.2.7); PROVIDED that, in the event that Midwest pays Incremental Synthetic Lease Environmental Indemnity Payments, the aggregate amount of Restricted Payments payable in accordance with this sentence (but not otherwise in accordance with this Section 8.2.7) shall be reduced by a like amount.". (i) SECTION 8 of the Credit Agreement shall be amended by adding SECTION 8.2.12 to the Credit Agreement as follows: "Section 8.2.12 SYNTHETIC LEASE BASIC DOCUMENTS. The Borrower shall not, and shall not permit any other Loan Party to agree or consent to any termination, amendment, modification or waiver of (a) Section 6.8 or 7.2 of the Synthetic Lease Participation Agreement, (b) the definition of "Free Cashflow" set forth in the Synthetic Lease Basic Documents or (c) or any other provision of the Synthetic Lease Basic Documents that increases or is reasonably 5 likely to increase the liability, or the obligations, of Midwest (or decreases or is reasonably likely to decrease the liability, or the obligations, of Edison Mission Energy) with respect to the Synthetic Lease Basic Documents in any material respect.". (j) SECTION 9.1.5 of the Credit Agreement shall be amended by inserting the following phrase inside the parenthetical after, "(OTHER THAN Indebtedness described in SECTION 9.1.1" on the third line of Section 9.1.5 of the Credit Agreement: "and Synthetic Lease Liabilities". (k) SECTION 9 of the Credit Agreement shall be amended by adding SECTION 9.1.13 to the Credit Agreement as follows: "Section 9.1.13 SYNTHETIC LEASE. The Synthetic Lease Trust should have commenced to exercise remedies in accordance with Section 15 of the Synthetic Lease to terminate the Synthetic Lease and repossess any of the Synthetic Lease Assets.". Section 3. 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: (a) Delivery to the Administrative Agent of this Amendment duly executed and delivered by the Borrower and the Lenders constituting the Required Lenders; (b) Delivery to the Administrative Agent of the Synthetic Lease Basic Documents in form and substance satisfactory to the Administrative Agent; (c) All conditions precedent to effectuate the Synthetic Lease Transaction have been satisfied (including delivery of the ComEd Synthetic Lease Consent) or waived; (d) 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, (ii) the special New York counsel to the Loan Parties and (iii) Federal Energy Regulatory Commission counsel to the Loan Parties. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (e) 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 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 6 representation and warranty shall be true and correct only as of such earlier date); and (f) As of the Amendment Effective Date, no Default shall have occurred and be continuing. Section 4. 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. 7 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/ John P. Finneran, Jr. -------------------------------- Name: John P. Finneran, Jr. Title: Vice President Address for Notices: 18101 Von Karman Avenue Suite 1700 Irvine, CA 92616 Attention: General Counsel Telecopier No.: (949) 752-1420 THE CHASE MANHATTAN BANK, as Administrative Agent and as Lender By: /s/ Thomas L. Casey -------------------------------- Name: Thomas L. Casey Title: Vice President Address for Notices: Tom Casey 270 Park Avenue New York, New York 10017 With a copy to : Loan & Agency Services Group The Chase Manhattan Bank 1 Chase Manhattan Plaza New York, New York 10081 Attention: Janet Belden 8 CITICORP USA, INC., as Lender By: /s/ Cecilia Leyden -------------------------------- Name: Cecilia Leyden Title: Vice President Address for Notices: 399 Park Avenue 4th Floor New York, New York 10043 Attention: David Goldenberg Telecopier No.: SOCIETE GENERALE, as Lender By: /s/ David Bird -------------------------------- Name: David Bird Title: Vice President Address for Notices: 1221 Avenue of the Americas 11th Floor New York, New York 10020 Attention: Donna Reynolds/Debbie Napoli Telecopier No.: 9 WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 1211 Avenue of the Americas 25th Floor New York, New York 10036-8701 Attention: Jonathan Berman/Matt Wilson Telecopier No.: BANK OF MONTREAL, as Lender By: /s/ Cahal B. Carmody -------------------------------- Name: Cahal B. Carmody Title: Director Address for Notices: 700 Louisiana Suite 4400 Houston, TX 77002 Attention: Cahal Carmody Telecopier No.: 10 FORTIS CAPITAL CORP. (FORMERLY MEESPIERSON CAPITAL CORP.,) as Lender By: /s/ Christopher McCall -------------------------------- Name: Christopher McCall Title: Assistant Vice President By: /s/ C. Purton -------------------------------- Name: C. Purton Title: Managing Director Address for Notices: 3 Stamford Plaza 301 Tresser Boulevard 9th Floor Stamford, CT 06901-3239 Attention: Marlene Ellis Telecopier No.: THE ROYAL BANK OF SCOTLAND PLC, as Lender By: -------------------------------- Name: Title: Address for Notices: 88 Pine Street Wall Street Plaza 26th Floor New York, New York 10005 Attention: Jeanne DeQuar Telecopier No.: 11 THE BANK OF NOVA SCOTIA, as Lender By: -------------------------------- Name: Title: Address for Notices: 600 Peachtree Street Suite 2700 Atlanta, GA 30383 Attention: Kathy Clark Telecopier No.: With a copy to : 580 California Street Suite 2100 San Francisco, CA 94101 Attention: John Quick Telecopier No.: BANK OF AMERICA, N.A., as Lender By: -------------------------------- Name: Title: Address for Notices: 101 N. Tryon Street NC1-001-15-04 Charlotte, NC 28255 Attention: Lynne Cole Telecopier No.: 12 ABN AMRO BANK N.V., as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 208 South LaSalle Street Suite 1500 Chicago, IL 60604-1003 Attention: Credit Administration With a copy to: 135 South LaSalle Street Suite 710 Chicago, IL 60603 Attention: David Bryant Telecopier No.: (312) 583-6111 LEHMAN COMMERCIAL PAPER INC., as Lender By: /s/ Michele Swanson -------------------------------- Name: Michele Swanson Title: Authorized Signatory Address for Notices: C/o Bankers Trust Company Corporate Trust & Agency Group Loan Services 4 Albany Street 7th Floor New York, New York 10006 Attention: Jason Yoo Telecopier No.: 13 With a copy to: 3 World Financial Center 10th Floor New York, New York 10285 DRESDNER BANK AG, New York and Grand Cayman Branches, as Lender By: /s/ Michael E. Higgins -------------------------------- Name: Michael E. Higgins Title: Vice President By: /s/ Fred C. Thurston -------------------------------- Name: Fred C. Thurston Title: Assistant Vice President Address for Notices: 75 Wall Street New York, New York 10005-2889 Attention: Annabelle Librojo Telecopier No.: BAYERISCHE LANDESBANK GIROZENTRALE, as Lender By: /s/ C. Stolarski -------------------------------- Name: C. Stolarski Title: Vice President By: /s/ D. Rieg -------------------------------- Name: D. Rieg Title: First Vice President 14 Address for Notices: 560 Lexington Avenue New York, New York 10094 Attention: Patricia Sanchez Telecopier No.: BARCLAYS BANK PLC, as Lender By: /s/ Nicholas A. Bell -------------------------------- Name: Nicholas A. Bell Title: Director Lease Transaction Management Address for Notices: 222 Broadway New York, New York 10038 Attention: Marsha Hamlette Telecopier No.: NATIONAL WESTMINSTER BANK Plc, New York Branch as Lender By: /s/ D.M. Walton -------------------------------- Name: D.M. Walton Title: Manager NATIONAL WESTMINSTER BANK Plc, Nassau Branch as Lender By: /s/ D.M. Walton -------------------------------- Name: D.M. Walton Title: Manager 15 Address for Notices: 65 East 55th Street New York, New York 10022 Attention: Sattie Chinapen UNION BANK OF CALIFORNIA, N.A., as Lender By: /s/ Dennis G. Blank -------------------------------- Name: Dennis G. Blank Title: Vice President Address for Notices: Commercial Loan Operations 1980 Saturn Street Monterey Park, CA 91755 Attention: Ruby Gonzales Telecopier No.: BANK ONE, NA (Chicago Branch), as Lender By: /s/ Jane A. Bek -------------------------------- Name: Jane A. Bek Title: Vice President Address for Notices: 1 Bank One Plaza Suite 0634 Chicago, IL 60670 Attention: Claudia Kich Telecopier No.: 16 TORONTO DOMINION (TEXAS) INC., as Lender By: -------------------------------- Name: Title: Address for Notices: 909 Fannin Street 17th Floor Houston, TX 77010 Attention: Lynn Chasin Telecopier No.: BANQUE NATIONALE DE PARIS, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: Treasury Department 180 Montgomery Street San Francisco, CA 94101 Attention: Don Hart Telecopier No.: With a copy to: 725 S. Figueroa Street Suite 2090 Los Angeles, CA 90017 Attention: James Culhane Telecopier No.: 17 COMMERZBANK AKTIENGESELLSCHAFT, New York Branch, as Lender By: /s/ Christian Jagenberg -------------------------------- Name: Christian Jagenberg Title: SVP and Manager By: /s/ Steven F. Larsen -------------------------------- Name: Steven F. Larsen Title: Vice President Address for Notices: 2 World Financial Center New York, New York 10281-1050 Attention: Christine Hunermund Telecopier No.: SANPAOLO IMI S.p.A., as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 245 Park Avenue 35th Floor New York, New York 10167 Attention: Gerardo Suarez/John Ferrante Telecopier No.: 18 CREDIT LOCAL DE FRANCE, New York Agency as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 450 Park Avenue New York, New York 10022 Attention: Aida Slabotzky Telecopier No.: THE FUJI BANK, LIMITED, as Lender By: -------------------------------- Name: Title: Address for Notices: Two World Trade Center 79th Floor New York, New York 10048 Attention: Tina Catapano/Betty Ali Telecopier No.: 19 KBC BANK N.V., as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 125 West 55th Street 10th Floor New York, New York 10019 Attention: Michael Curran Telecopier No.: CREDIT LYONNAIS, New York Branch as Lender By: -------------------------------- Name: Title: Address for Notices: 1301 Avenue of the Americas New York, New York 10019 Attention: Justine Ventrelli Telecopier No.: 20 MB FINSTRUTTURE, S.p.A. as Lender By: /s/ Mauro Maia -------------------------------- Name: Mauro Maia Title: Head of Project Finance Department By: /s/ Giulio Rolandiano -------------------------------- Name: Giulio Rolandiano Title: Address for Notices: Via Filodrammatici 10 Milano, Italy 20121 Attention: Simonpietro Felice Telecopier No.: ABBEY NATIONAL TREASURY SERVICES plc, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 26-28 Dorset Square London, NW1 6QC United Kingdom Attention: Sue Hawkins Telecopier No.: 21 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender By: -------------------------------- Name: Title: Address for Notices: 1177 Avenue of the Americas New York, New York 10036-2798 Attention: Tessie Amante/Doreen Klingenbeck Telecopier No.: CIBC INC., as Lender By: /s/ M. Sanjeeva Senanayake -------------------------------- Name: M. Sanjeeva Senanayake Title: Executive Director CIBC World Markets Corp. As Agent Address for Notices: Two Paces West 2727 Paces Ferry Raod Suite 1200 Atlanta, GA 30309 Attention: Beverly Bowman/Miriam McCart Telecopier No.: 22 NORDDEUTSCHE LANDESBANK GIROZENTRALE New York/Grand Cayman Islands Branches, as Lender By: /s/ Bruno J-M. Mejean -------------------------------- Name: Bruno J-M. Mejean Title: Senior Vice President By: /s/ Stephanie Finnen -------------------------------- Name: Stephanie Finnen Title: VP Address for Notices: 1114 Avenue of the Americas New York, New York 10036 Attention: Stefanie Scholz Telecopier No.: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Lender By: /s/ Michael C. Jones -------------------------------- Name: Michael C. Jones Title: Vice President Address for Notices: 1251 Avenue of the Americas New York, New York 10020-1104 Attention: Richard Emmich Telecopier No.: 23 NATIONAL AUSTRALIA BANK LIMITED, (A.C.N. 004044937) as Lender By: /s/ Frank J. Campiglia -------------------------------- Name: Frank J. Campiglia Title: Vice President Address for Notices: 200 Park Avenue 34th Floor New York, New York 10166 Attention: Lidia Saniuk/Geraldine Harper Telecopier No.: BAYERISCHE HYPO-UND VEREINSBANK AG, New York Branch, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 150 East 42nd Street New York, New York 10017 Attention: Arelis Cepeda Telecopier No.: 24 BANK HAPOALIM B.M., as Lender By: /s/ James P. Surless -------------------------------- Name: James P. Surless Title: Vice President By: /s/ Laura Anne Raffa -------------------------------- Name: Laura Anne Raffa Title: First Vice President & Corporate Manager Address for Notices: 1177 Avenue of the Americas New York, New York 10036 Attention: Donna Gindoff/Ivelis Cruz Telecopier No.: COBANK, ACB, as Lender By: -------------------------------- Name: Title: Address for Notices: 5500 South Quebec Street Englewood, CO 80111 Attention: Ryan Spearman Telecopier No.: 25 BANKGESELLSCHAFT BERLIN AG, London Branch as Lender By: /s/ H. Van Wyk -------------------------------- Name: H. Van Wyk Title: Director By: /s/ Philip J. Nias -------------------------------- Name: Philip J. Nias Title: Director Address for Notices: 1 Crown Court Cheapside London E2C2V 6LR England Attention: Penny Neville-Park/ Collette Hayden Telecopier No.: NATEXIS BANQUE, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 645 Fifth Avenue 20th Floor New York, New York 10022 Attention: Endina Barletta Telecopier No.: 26 COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 4 Rue Gaillon F-75002 Paris France Attention: Annick Merard Telecopier No.: MELLON BANK, N.A., as Lender By: -------------------------------- Name: Title: Address for Notices: Three Mellon Bank Center Rom 1203 Pittsburgh, PA 15259-0003 Attention: Loan Administration Dept. Telecopier No.: 27 CHANG HWA COMMERCIAL BANK, LTD., as Lender By: -------------------------------- Name: Title: Address for Notices: 333 South Grand Avenue Suite 600 Los Angeles, CA 90071 Attention: Jean Luu Telecopier No.: BANK OF CHINA, NEW YORK, as Lender By: -------------------------------- Name: Title: Address for Notices: 410 Madison Avenue New York, New York 10017 Attention: Kevin Cheung Telecopier No.: 28 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, New York Branch as Lender By: /s/ Bryan J. Lynch -------------------------------- Name: Bryan J. Lynch Title: First Vice President By: /s/ Patrick W. Kunkel -------------------------------- Name: Patrick W. Kunkel Title: Assistant Vice President Erste Bank New York Branch Address for Notices: 280 Park Avenue, West Building New York, NY 10017 Attention: Patrick Kunkel Telecopier No.: 29