Management Services Agreement Guarantee, InterGen guaranteed the obligations of its
Philippine affiliate.
Description of additional agreements
Common Agreement
The Common Agreement in connection with the bond offering establishes:
- certain uniform conditions precedent, covenants, events of default and remedies avail-
able to the lenders; and - certain uniform terms applicable to the borrower’s obligations, including representations
and warranties, prepayments and commitment reductions, limitations on recourse,
indemnification, payment of expenses, the relationship among financing parties, miscel-
laneous provisions, and defined terms.
Credit Agreements
The credit agreements for the project financing include the following.
- An Eximbank-Supported Credit Agreement, provided for a US$405 million construc-
tion loan commitment guaranteed against political risk by US Eximbank with a term of
52 months. - An Eximbank Term Loan Agreement, provided for a 12-year, US$442.1 million direct-
term loan from US Eximbank to refinance the Eximbank-Supported Credit Agreement;
subject to the following conditions precedent: receipt by Eximbank of a completion cer-
tificate declaring that Final Acceptance and Commercial Operations have been achieved,
completion of satisfactory wheeling arrangements between Meralco and NPC, signing by
project company of satisfactory lime-supply contracts, confirmation to Eximbank of ade-
quate fuel supply for the power plant, a maximum debt-equity ratio of 3:1, security doc-
uments and liens in full force and effect, insurance policies in full force and effect, all
representation and warranties continuing to be true, the continuing occurrence of no
Default or Event of Default, payment of all required fees, no modification of Power
Purchase Agreement, Transmission Line Agreement, or the EPCM Contracts without US
Eximbank’s consent, the borrower continuing to have Acceptable Rights to the
Generation Facility Site, and no other events having occurred that would be likely to
effect the borrower’s ability to service its loan obligations. (When construction was com-
pleted, the term loan was provided by PEFCO rather than US Eximbank.) - An Uninsured Alternative Credit Agreement, provided for the US$115 million uninsured
commercial bank construction loan.
•A Trustee Loan Agreement, covering US$100 million of commercial-bank construction
loans supported by political risk insurance from Overseas Private Investment
Corporation (OPIC).
Intercreditor Agreement
The Administrative Agent, Eximbank, the Cerfficate Trustee, the Collateral Trustee, the
POWER PLANT