Onshore Trustee and the Intercreditor Agent entered into the Intercreditor Agreement to gov-
ern the relationships among the lenders in respect of the borrower’s obligations. Upon
issuance of the bonds, the Bond Trustee also became a party to the Intercreditor Agreement.
Union Bank of Switzerland was appointed Administrative Agent and Chase Manhattan Bank
was appointed Certificate Trustee, Collateral Trustee and Onshore Trustee.
Trust and Retention Agreement
The Trust and Retention Agreement provides for, among other things:
- the establishment, maintenance and operation of US dollar and Philippine peso accounts
into which power sale revenues and project-related, and other, cash receipts of the pro-
ject company are deposited and from which all operating and maintenance disburse-
ments, debt service payments and equity distributions will be made; and - the sharing among the lenders of certain parts of the collateral on a pari passubasis.
The Agreement provides for the following accounts to be established at the Collateral
Trustee’s New York office.
- An Equity Proceeds Account, for equity contributions from the sponsors.
•A Bond Proceeds Account, for deposit of proceeds from the bond offering.
•A Capitalised Interest Account, which is a sub-account of the Bond Proceeds
Account for interest payments on the bonds before the Eximbank Conversion Date,
the date on which conditions precedent to the conversion described in the Eximbank
Term Loan Agreement were to be satisfied and the Eximbank Supported
Construction Credit Facility was to be repaid using the proceeds of the Eximbank
Term Loan Facility. (As mentioned above, the term loan was provided by PEFCO
rather than US Exinnbank.)
•A Construction Period Loan Proceeds Account, into which amounts disbursed pursuant
to the Eximbank Supported Credit Agreement, Uninsured Alternative Credit Agreement
and/or the Trustee Loan Agreement are deposited.
•A Completion Account, into which, on the Eximbank Conversion Date, funds from the
Equity Proceeds Account and Bond Proceeds are deposited.
•A Dollar Retention Account, which consists of the following sub-accounts: a Dollar
Revenue Account, into which all revenues are deposited; a Debt Service Reserve Account,
into which amounts in satisfaction of scheduled debt service requirements are deposited;
a Maintenance Reserve Account, for amounts to satisfy required maintenance reserve
requirements; an Extraordinary Proceeds Account, if applicable, for liquidated damages
proceeds, insurance proceeds, expropriation proceeds, and proceeds from Meralco upon
and Event of Default under the Power Purchase Agreement; and an Eximbank
Disbursement Account, into which all US Eximbank disbursements are deposited. - Peso Retention Account, an account established at the Manila office of the onshore
trustee (Chase Manhattan Bank) with the following sub-accounts: a Peso Revenue
Account, for all peso-denominated revenues; a Peso Conversion Holding Account, for
deposit, pending conversion to dollars, of the amounts required for the dollar portion of
operating costs, not including taxes; and a Peso Disbursement Account, for deposit of
amounts required for peso operating costs, not including taxes.
QUEZON POWER, THE PHILIPPINES