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Account Pledge Agreement
Account Pledge Agreement (37K)
Doc #213255: Click preview link for longer preview.
ACCOUNT PLEDGE AGREEMENT
DATED 4TH MARCH, 2004
BETWEEN
CP FILMS VERTRIEBS GMBH
AS PLEDGOR
AND
KBC BANK NV
AS PLEDGEE
ALLEN & OVERY
FRANKFURT
{PAGE}
{PAGE}
CONTENTS
CLAUSE PAGE
1. Interpretation......................................................2
2. Pledge..............................................................3
3. Independent Pledges.................................................4
4. Security Purpose....................................................4
5. The Pledgor's Right.................................................4
6. The Pledgee's Right of Realisation..................................4
7. Maintenance of Liable Capital.......................................5
8. Undertakings........................................................6
9. Representations and Warranties......................................8
10. Waiver of Defences..................................................8
11. Indemnity...........................................................8
12. Duration............................................................9
13. Costs and Expenses..................................................9
14. Miscellaneous.......................................................9
15. Severability........................................................9
16. Confirmation of Release............................................10
17. Notices............................................................10
18. Governing Law......................................................10
19. Jurisdiction.......................................................10
Signatories.................................................................12
{PAGE}
{PAGE}
THIS ACCOUNT PLEDGE AGREEMENT (the AGREEMENT) is made on
4th March, 2004
BETWEEN:
(1) CP FILMS VERTRIEBS GMBH, a limited liability company (Gesellschaft
mit beschrankter Haftung) organised under the laws of Germany,
having its corporate seat in Bielefeld, Germany, which is
registered in the Commercial Register (Handelsregister) at the
Local Court (Amtsgericht) of Bielefeld under registration number
HRB 33407
(the PLEDGOR)
and
(2) KBC BANK NV, a Belgian bank with registered office at Havenlaan 2,
B-1080 Brussels, Belgium, registered at the Crossroads Bank for
Enterprises under enterprise number 0462.920.226
(the PLEDGEE).
WHEREAS:
(A) Solutia Europe SA/NV (the ISSUER) and the holders of the Notes have
agreed to amend and restate the Issuer's euro 200,000,000 6.25
percent Notes due 2005, as amended and restated, the euro
200,000,000 10.00 percent Senior Secured Notes due 2008 (together
with the Terms and Conditions of Notes (as defined below) and as
amended, modified or supplemented from time to time, the NOTES)
pursuant to an Agreement of Understanding and Restructuring dated
30th January, 2004 among the Issuer and the holders of the Notes
party thereto (as amended, modified or supplemented from time to
time, the AGREEMENT OF UNDERSTANDING). In connection with the
Notes, the Issuer has entered into the Fiscal Agency Agreement
dated 11th February, 2004 among the Issuer, Kredietbank S.A.
Luxembourgeoise as fiscal agent and paying agent and KBC Bank NV as
principal paying agent (as amended, modified or supplemented from
time to time, the FISCAL AGENCY AGREEMENT). The holders of the
Notes and the couponholders are entitled to the benefit of, are
bound by and are deemed to have notice of all of the provisions of
the Fiscal Agency Agreement.
(B) It is a requirement of the Agreement of Understanding and the Terms
and Conditions of Notes that the Pledgor guarantees the prompt
payment and performance when due of all obligations of the Issuer
under the Credit Documents (as defined below) and pledges the
Accounts (as defined below) to the Pledgee to secure its
obligations to the Pledgee as provided herein and undertakes the
obligations contemplated by this Agreement.
(C) Pursuant to Clause 2.1 of the Collateral Agency Agreement (as
defined below), the Pledgee is the joint creditor (together with
the relevant holders of the Notes) of each and every obligation of
the Issuer towards each of the holders of the Notes under the Notes
and of the Issuer and the Pledgor under the other Credit Documents
to which the Issuer and the Pledgor are party, and accordingly the
Pledgee will have its own independent right to demand performance
by the Issuer, or as the case may be the Pledgor, of those
obligations. There is as a result a joint creditorship under New
York law between the holders of the Notes and the Pledgee with
regard to the sums owed under the Notes and the other Credit
Documents.
(D) In consideration of the agreements set forth herein and in the
Terms and Conditions of Notes, the Agreement of Understanding and
the other Credit Documents, the Pledgor agrees to pledge the
Accounts (as defined below) in favour of the Pledgee under the
following terms.
1
{PAGE}
{PAGE}
IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
AGREEMENT OF UNDERSTANDING has the meaning given to that term under
(A) of the preamble.
ACCOUNTS means the Existing Accounts and the Future Accounts.
ACCOUNT BANK(S) means each bank where an Account is or will be
held.
BANK ACCOUNT CLAIMS means all sums owing to the Pledgor from the
balance from time to time, and as the case may be, the final
closing balance of any Existing Account opened in the name of the
Pledgor with an Account Bank in Germany or any Future Account to be
opened in the name of the Pledgor with an Account Bank in Germany.
BUSINESS DAY means a day (other than a Saturday or a Sunday) on
which banks are open for general business in Brussels and Frankfurt
am Main.
COLLATERAL AGENCY AGREEMENT means the collateral agency agreement
dated 11th February, 2004 among the Issuer, Amcis AG, Carbogen AG,
certain holders of the Notes and the Pledgee, as amended, modified
or supplemented from time to time.
CREDIT DOCUMENTS means the Agreement of Understanding, the Fiscal
Agency Agreement, the Collateral Agency Agreement, the Notes
(including without limitation the Terms and Conditions of Notes),
the Subsidiary Guaranties, the Collateral Documents and any other
agreement, instrument, and other document executed and delivered
pursuant hereto or thereto or otherwise evidencing or securing any
Note or any other obligation of the Pledgor, as amended, modified
or supplemented from time to time.
EURO, euro, or EUR means the lawful currency of the Participating
Member States.
EVENT OF DEFAULT has the meaning given to such term in the Terms
and Conditions of Notes.
EXISTING ACCOUNTS means the accounts of the Pledgor in Germany
existing at the date of this Agreement as set out in Schedule 1.
FISCAL AGENCY AGREEMENT has the meaning given to that term under
(A) of the preamble.
FUTURE ACCOUNT(S) means an account of the Pledgor in Germany or all
of them which might be opened by the Pledgor at any Account Bank in
the future.
GERMAN SUBSIDIARY GUARANTY means the guaranty made by the Pledgor
in favour of the Pledgee dated on or about the date of this
Agreement.
GERMANY means the Federal Republic of Germany.
ISSUER has the meaning given to that term under (A) of the
preamble.
NOTES has the meaning given to such term under (A) of the Preamble.
213255
|
Solutia
As referenced in this Account Pledge Agreement:
solutia – the Crossroads Bank for
Enterprises under enterprise number 0462.920.226
(the PLEDGEE).
WHEREAS:
(A) Solutia Europe SA/NV (the ISSUER) and the holders of the Notes have
agreed to amend
dt 13317
;
|
 Allen & Overy
As referenced in this Account Pledge Agreement:
ALLEN & OVERY – MARCH, 2004
BETWEEN
CP FILMS VERTRIEBS GMBH
AS PLEDGOR
AND
KBC BANK NV
AS PLEDGEE
ALLEN & OVERY
FRANKFURT
{PAGE}
{PAGE}
CONTENTS
CLAUSE PAGE
1. Interpretation......................................................2
2. Pledge..............................................................3
3. Independent
_____________
dt 87088
|
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Collateral Agency Agreement
Collateral Agency Agreement (59K)
Doc #213264: Click preview link for longer preview.
COLLATERAL AGENCY AGREEMENT
DATED 11 FEBRUARY 2004
AMONG
SOLUTIA EUROPE SA/NV,
AS ISSUER,
AMCIS, AG
AND
CARBOGEN AG, AS
SUBSIDIARY GUARANTORS,
AND
KBC BANK NV, AS COLLATERAL AGENT
RELATING TO SOLUTIA EUROPE SA/NV
EUR 200,000,000 10.00 PERCENT NOTES DUE 2008
{PAGE}
{PAGE}
Execution copy
CONTENTS
CLAUSE PAGE
1. DEFINITIONS; INTERPRETATION.........................................2
2. APPOINTMENT OF THE COLLATERAL AGENT AND RELATED MATTERS.............2
3. ENFORCEMENT OF SECURITY.............................................5
4. PROCEEDS OF ENFORCEMENT.............................................6
5. RESPONSIBILITY OF THE COLLATERAL AGENT..............................7
6. EXPENSES AND INDEMNITIES............................................9
7. RESIGNATION OF THE COLLATERAL AGENT................................10
8. NOTICES............................................................11
9. GENERAL............................................................12
i
{PAGE}
{PAGE}
Execution copy
This Collateral Agency Agreement is dated 11 February 2004 among:
(1) SOLUTIA EUROPE SA/NV, a limited liability company organised under
Belgian law (the "ISSUER");
(2) Amcis, AG, a company organised under Swiss law ("AMCIS") and
Carbogen AG, a company organised under Swiss law, ("CARBOGEN" and
together with Amcis and any other subsidiary of the Issuer that
enters into this Agreement as contemplated by Section 9.12 hereof,
individually a "SUBSIDIARY GUARANTOR" and collectively the
"SUBSIDIARY GUARANTORS");
(3) KBC Bank NV, acting through its registered office at Havenlaan 2,
1080 Brussels, Belgium, and registered in the Register of Legal
Persons under number 0462.920.226, acting as collateral agent as
set out herein (together with its successors and assigns as
provided herein, the "COLLATERAL AGENT"); and
(4) the Noteholders party hereto.
WHEREAS:
(A) The Issuer has agreed to amend and restate its euro 200,000,000
6.25 percent Notes due 2005 (the "ORIGINAL NOTES"), with its euro
200,000,000 10.00 percent Senior Secured Notes due 2008 (together
with the Terms and Conditions of Notes annexed thereto, as amended,
modified or supplemented from time to time, including all exhibits
and schedules hereto, the "TERMS AND CONDITIONS OF NOTES" and such
Notes, as amended, modified, supplemented or replaced from time to
time, including all exhibits and schedules thereto, the "NOTES").
In connection with the Notes, the Issuer has entered into to the
Fiscal Agency Agreement dated 11 February 2004 (as amended,
modified, supplemented or replaced from time to time, together with
all exhibits and schedules thereto, the "FISCAL AGENCY AGREEMENT")
among the Issuer, Kredietbank S.A. Luxembourgeoise as fiscal agent
and paying agent (together with its successors and assigns, the
"FISCAL AGENT") and KBC Bank NV as principal paying agent (together
with its successors and assigns, the "PRINCIPAL PAYING AGENT") and
the Agreement of Understanding and Restructuring dated 30 January
2004 (as amended, modified, supplemental or replaced from time to
time, together with all exhibits and schedules thereto, the
"AGREEMENT OF UNDERSTANDING") among the Issuer and the Noteholders
party thereto. The Noteholders and the Couponholders are entitled
to the benefit of, are bound by and are deemed to have notice of
all of the provisions of the Fiscal Agency Agreement.
(B) As contemplated by the Agreement of Understanding and the Fiscal
Agency Agreement, the Subsidiary Guarantors have agreed to provide
Subsidiary Guaranties for the benefit of the Collateral Agent and
the Noteholders, and the Issuer and the Subsidiary Guarantors have
agreed to enter into the Collateral Documents and provide
Collateral for the Obligations to the Collateral Agent.
(C) Pursuant to Section 2.1(c) of this Agreement, the Collateral Agent
is the joint creditor, together with the respective Noteholders, of
all the Obligations.
(D) Requisite Noteholders pursuant to the Second Noteholders Meeting
(as defined in the Agreement of Understanding) and the Agreement of
Understanding desire that the Collateral Agent be appointed as
agent for the Noteholders and the Collateral should be vested in
the Collateral Agent, and the Collateral Agent agrees to act as
agent for the Noteholders, all as set out in this Agreement.
1
{PAGE}
{PAGE}
Execution copy
(E) Additional Subsidiaries of the Issuer may enter into this Agreement
from time to time, including Solutia Services International
SCA/Comm. VA, a company organised under Belgian law ("SSI"), and
CPFilms Vertriebs GmbH, a limited liability company organised under
the laws of Germany ("CPFILMS GERMANY"), and, in connection
therewith, such Subsidiaries will enter into a Subsidiary Guaranty
and other Credit Documents.
(F) The Collateral Documents, among other things, grant to the
Collateral Agent a security interest in, and a lien on, certain
real and personal property of the Issuer and the Subsidiary
Guarantors and any proceeds thereof and the Issuer and the
Subsidiary Guarantors may in the future grant to the Collateral
Agent a security interest in, and/or lien on, additional real and
personal property of such Credit Parties (hereinafter all of such
collateral shall be referred to collectively as the "COLLATERAL").
1. DEFINITIONS; INTERPRETATION
1.1 DEFINITIONS
All terms not otherwise defined herein shall have the meanings set
forth in the Terms and Conditions of Notes annexed hereto as
Exhibit A.
1.2 HEADINGS
Headings in this Agreement are for convenience of reference only
and are not party of the substance hereof or thereof.
1.3 PLURAL TERMS
All terms defined in this Agreement in the singular form shall have
comparable meanings when used in the plural form and vice versa.
1.4 TIME
All references in this Agreement to a time of day means Central
European Time, unless otherwise indicated.
1.5 OTHER INTERPRETATIVE PROVISIONS
References in this Agreement to "Recitals", "Sections", "Exhibits"
and "Schedules" are to recitals, sections, exhibits and schedules
herein and hereto unless otherwise indicated. References in this
Agreement to any document, instrument or agreement shall
(a) include all exhibits, schedules and other attachments thereto,
(b) include all documents, instruments or agreements issued or
executed in replacement thereof, and (c) mean such document,
instrument or agreement, or replacement or predecessor thereto, as
amended, modified and supplemented from time to time and in effect at
any given time. The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of
this Agreement. The words "include" and "including" and words of
similar import when used in this Agreement shall not be construed
to be limiting or exclusive.
2. APPOINTMENT OF THE COLLATERAL AGENT AND RELATED MATTERS
2.1 APPOINTMENT AND DUTIES OF THE COLLATERAL AGENT; COLLATERAL AGENT AS
JOINT CREDITOR
(a) The Requisite Noteholders acting pursuant to the Second Noteholders
Meeting have approved the Appointment of the Collateral Agent and,
as a result thereof and pursuant hereto, KBC
213264
|
Solutia
As referenced in this Collateral Agency Agreement:
solutia – TEXT}
{PAGE}
Exhibit 99.4
Execution copy
COLLATERAL AGENCY AGREEMENT
DATED 11 FEBRUARY 2004
AMONG
SOLUTIA EUROPE SA/NV,
AS ISSUER,
AMCIS, AG
AND
CARBOGEN AG, AS
SUBSIDIARY GUARANTORS,
AND
KBC
solutia – AND
CARBOGEN AG, AS
SUBSIDIARY GUARANTORS,
AND
KBC BANK NV, AS COLLATERAL AGENT
RELATING TO SOLUTIA EUROPE SA/NV
EUR 200,000,000 10.00 PERCENT NOTES DUE 2008
{PAGE}
{PAGE}
solutia – PAGE}
{PAGE}
Execution copy
This Collateral Agency Agreement is dated 11 February 2004 among:
(1) SOLUTIA EUROPE SA/NV, a limited liability company organised under
Belgian law (the "ISSUER");
(2) Amcis,
solutia – Additional Subsidiaries of the Issuer may enter into this Agreement
from time to time, including Solutia Services International
SCA/Comm. VA, a company organised under Belgian law ("SSI"), and
CPFilms Vertriebs
solutia – may notify to the other parties by not less
than five Business Days' notice.
ISSUER: Solutia Europe SA/NV
Boondaelse Steenweg 6
B-1050 Brussels
Belgium
Parc Scientifique Fleming
Rue Laid
dt 13326
;
| Carbogen AG
|
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Credit and Guarantee Agreement
Credit and Guarantee Agreement (519K)
Doc #988600: Click preview link for longer preview.
================================================================================
$600,000,000
FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009
CREDIT AND GUARANTEE AGREEMENT
Dated as of March 23, 2004
among
CALPINE GENERATING COMPANY, LLC
The Borrower
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
The Guarantors
THE . . .
988600
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under
the Energy Services Agreement, dated as of August 15, 2000, and as
amended to the Closing Date, between Columbia Energy LLC and Eastman
Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and
permitted assigns) of its purchase option upon an event of default
under the Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement,
_____________
Solutia, – Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement, dated as of January 31, 2001, and as amended to the
Closing Date, between Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August 24, 2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
dated as of June 28, 2001, Second
_____________
dt 1437625
;
POSCO
As referenced in this Credit and Guarantee Agreement:
-POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC), as
amended by Modification Agreement (First Amendment to Energy Purchase
and Sale Agreement),
_____________
-POSCO
– June 30, 1999, and Second Amendment
to Energy Purchase and Sale Agreement, dated as of April 30, 2001.
2. Ground Lease Agreement, dated as of October 4, 1999, between USS-POSCO
Industries and Los Medanos Energy Center, LLC (as successor in
interest to Pittsburg District Energy Facility, LLC), as amended by
First Amendment to Ground Lease Agreement, dated as of
_____________
dt 1502871
;
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master
Agreement (MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the
Borrower and MSCG, as supplemented by that certain Schedule to the Master
Agreement, dated as of
_____________
dt 1603677
;
|
 BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1585606
;
Nova Scotia
As referenced in this Credit and Guarantee Agreement:
Bank of Nova
Scotia, – dated as of the date hereof (the "Revolving Loan
Agreement"), among the Borrower, the Guarantors party thereto from time
to time, the lenders party thereto from time to time, The Bank of Nova
Scotia, as administrative agent (together with its successors and
permitted assigns in such capacity, the "Revolver Administrative
Agent"), and each of the other agents and arrangers party thereto,
which provides
_____________
dt 1340395
;
More... |
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| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (526K)
Doc #988606: Click preview link for longer preview.
THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
$100,000,000
SECOND PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2010
CREDIT AND GUARANTEE AGREEMENT
Dated . . .
988606
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under
the Energy Services Agreement, dated as of August 15, 2000, and as
amended to the Closing Date, between Columbia Energy LLC and Eastman
Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and
permitted assigns) of its purchase option upon an event of default
under the Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement,
_____________
Solutia, – Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement, dated as of January 31, 2001, and as amended to the
Closing Date, between Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors
and permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August 24, 2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
dated as of June 28, 2001, Second
_____________
dt 1437626
;
POSCO
As referenced in this Credit and Guarantee Agreement:
-POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC), as
amended by Modification Agreement (First Amendment to Energy Purchase
and Sale Agreement),
_____________
-POSCO
– June 30, 1999, and Second Amendment
to Energy Purchase and Sale Agreement, dated as of April 30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between USS-POSCO
Industries and Los Medanos Energy Center, LLC (as successor in
interest to Pittsburg District Energy Facility, LLC), as amended by
First Amendment to Ground Lease Agreement, dated as of
_____________
dt 1502872
;
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master
Agreement (MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the
Borrower and MSCG, as supplemented by that certain Schedule to the Master
Agreement, dated as of
_____________
dt 1603678
;
|
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1585607
;
Nova Scotia
As referenced in this Credit and Guarantee Agreement:
Bank of Nova
Scotia, – dated as of the date hereof (the "Revolving Loan
Agreement"), among the Borrower, the Guarantors party thereto from time
to time, the lenders party thereto from time to time, The Bank of Nova
Scotia, as administrative agent (together with its successors and
permitted assigns in such capacity, the "Revolver Administrative
Agent"), and each of the other agents and arrangers party thereto,
which provides
_____________
dt 1340396
;
More... |
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| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (513K)
Doc #1375069: Click preview link for longer preview.
EXECUTION VERSION
$600,000,000
FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009
CREDIT AND GUARANTEE AGREEMENT
Dated as of March 23,2004
among
CALPINE GENERATING COMPANY, LLC
The Borrower
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
The Guarantors
. . .
1375069
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under the Energy
Services Agreement, dated as of August 15, 2000, and as amended to the
Closing Date, between Columbia Energy LLC and Eastman Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and permitted
assigns) of its purchase option upon an event of default under the Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
_____________
Solutia, – Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
dated as of January 31, 2001, and as amended to the Closing Date, between
Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August
24, 2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437631
;
POSCO
As referenced in this Credit and Guarantee Agreement:
POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS- POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502877
;
|
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master Agreement
(MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the Borrower
and MSCG, as supplemented by that certain Schedule to the Master Agreement,
dated as of
_____________
dt 1603743
;
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1587625
;
More... |
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| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (528K)
Doc #1375148: Click preview link for longer preview.
EXECUTION VERSION
THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
================================================================================
. . .
1375148
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under
the Energy Services Agreement, dated as of August 15, 2000, and as
amended to the Closing Date, between Columbia Energy LLC and Eastman
Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and
permitted assigns) of its purchase option upon an event of default
under the Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement,
_____________
Solutia, – Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement, dated as of January 31, 2001, and as amended to the
Closing Date, between Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August 24,
2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437632
;
POSCO
As referenced in this Credit and Guarantee Agreement:
-POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502878
;
|
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master
Agreement (MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the
Borrower and MSCG, as supplemented by that certain Schedule to the Master
Agreement, dated as of
_____________
dt 1603744
;
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1587629
;
More... |
| Preview
Full Doc
| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (513K)
Doc #1419359: Click preview link for longer preview.
EXECUTION VERSION
$600,000,000
FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009
CREDIT AND GUARANTEE AGREEMENT
Dated as of March 23,2004
among
CALPINE GENERATING COMPANY, LLC
The Borrower
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
The Guarantors
. . .
1419359
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under the Energy
Services Agreement, dated as of August 15, 2000, and as amended to the
Closing Date, between Columbia Energy LLC and Eastman Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and permitted
assigns) of its purchase option upon an event of default under the Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
_____________
Solutia, – Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
dated as of January 31, 2001, and as amended to the Closing Date, between
Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August
24, 2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437634
;
POSCO
As referenced in this Credit and Guarantee Agreement:
POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS- POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502880
;
|
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master Agreement
(MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the Borrower
and MSCG, as supplemented by that certain Schedule to the Master Agreement,
dated as of
_____________
dt 1603745
;
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1588067
;
More... |
| Preview
Full Doc
| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (528K)
Doc #1419360: Click preview link for longer preview.
EXECUTION VERSION
THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
================================================================================
. . .
1419360
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under
the Energy Services Agreement, dated as of August 15, 2000, and as
amended to the Closing Date, between Columbia Energy LLC and Eastman
Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and
permitted assigns) of its purchase option upon an event of default
under the Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement,
_____________
Solutia, – Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement, dated as of January 31, 2001, and as amended to the
Closing Date, between Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August 24,
2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437635
;
POSCO
As referenced in this Credit and Guarantee Agreement:
-POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502881
;
|
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master
Agreement (MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the
Borrower and MSCG, as supplemented by that certain Schedule to the Master
Agreement, dated as of
_____________
dt 1603746
;
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1588068
;
More... |
| Preview
Full Doc
| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (513K)
Doc #1775190: Click preview link for longer preview.
EXECUTION VERSION
$600,000,000
FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009
CREDIT AND GUARANTEE AGREEMENT
Dated as of March 23,2004
among
CALPINE GENERATING COMPANY, LLC
The Borrower
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
The Guarantors
. . .
1775190
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under the Energy
Services Agreement, dated as of August 15, 2000, and as amended to the
Closing Date, between Columbia Energy LLC and Eastman Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and permitted
assigns) of its purchase option upon an event of default under the Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
_____________
Solutia, – Second
Amended and Restated Lease, Steam Sales and Shared Services Agreement,
dated as of January 31, 2001, and as amended to the Closing Date, between
Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August
24, 2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437638
;
POSCO
As referenced in this Credit and Guarantee Agreement:
POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS- POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502883
;
|
ISDA
As referenced in this Credit and Guarantee Agreement:
ISDA – certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.
"Index Hedge" means, collectively, (a) that certain ISDA Master Agreement
(MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the Borrower
and MSCG, as supplemented by that certain Schedule to the Master Agreement,
dated as of
_____________
dt 1603938
;
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged
_____________
dt 1591358
;
More... |
| Preview
Full Doc
| 2004 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (528K)
Doc #1775195: Click preview link for longer preview.
EXECUTION VERSION
THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
================================================================================
. . .
1775195
|
Solutia
As referenced in this Credit and Guarantee Agreement:
Solutia, – under
the Energy Services Agreement, dated as of August 15, 2000, and as
amended to the Closing Date, between Columbia Energy LLC and Eastman
Chemical Company;
(b) the exercise by Solutia, Inc. (or its successors and
permitted assigns) of its purchase option upon an event of default
under the Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement,
_____________
Solutia, – Second Amended and Restated Lease, Steam Sales and Shared
Services Agreement, dated as of January 31, 2001, and as amended to the
Closing Date, between Decatur Energy Center, LLC and Solutia, Inc.;
(c) the exercise by Bayer Corporation (or its successors and
permitted assigns) of its purchase option under the Energy Services
Agreement, dated as of January 12, 2000, and
_____________
Solutia – Project Site Lease Agreement, dated as of August 24,
2001.
Decatur
1. Second Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of January 31, 2001, between Solutia Inc. and
Decatur Energy Center, LLC, as amended by First Amendment to Second
Amended and Restated Lease, Steam Sales and Shared Services
Agreement, dated as of June 28, 2001, Second
_____________
dt 1437639
;
POSCO
As referenced in this Credit and Guarantee Agreement:
-POSCO – California Independent System Operator Corporation for Provision of
RMR Services in 2004.
Freestone
None.
Los Medanos
1. Energy Purchase and Sale Agreement, dated as of December 21, 1998,
between USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by Modification Agreement (First Amendment to Energy
Purchase and Sale Agreement),
_____________
-POSCO – June 30, 1999, and Second
Amendment to Energy Purchase and Sale Agreement, dated as of April
30, 2001
2. Ground Lease Agreement, dated as of October 4, 1999, between
USS-POSCO Industries and Los Medanos Energy Center, LLC (as
successor in interest to Pittsburg District Energy Facility, LLC),
as amended by First Amendment to Ground Lease Agreement, dated as of
August
_____________
dt 1502884
;
| |