ENERGA

April 29, 2010

ICENTIS advised ENERGA SA on PLN 2bn-plus debt financing

On 29 April 2010, ENERGA SA signed a long-term investment A/B loan agreement type for the total amount of PLN 800,000,000 with the European Bank for Reconstruction and Development (EBRD) consisting of A-Loan of PLN 300,000,000 and a 12-year maturity, provided directly by EBRD, and of internationally syndicated B-Loan of PLN 500,000,000 and a 9-year maturity, provided by the commercial banks: ING, Nordea, BTMU and Caja de Madrid. The facility is unsecured and based on covenants customarily applied in the international markets for investment grade loan financing.

The agreement with the EBRD is in many of its aspects ground-breaking, not only from the point of view of financing of the Polish power sector, but also in a more comprehensive context of international financing by Polish Corporate borrowers. In particular, the transaction includes very long tenors stretching beyond the usual corporate maturities, and involved a very successful international syndication of the B-Loan in the local currency. The EBRD loan also constituted a first appearance of the company in the international financial markets and the first transaction of this type (international syndication of unsecured long-term financing) in the Polish power sector.

In addition to the above, on 30 April ENERGA SA signed a bilateral loan agreement for PLN 200,000,000 and maturity of 12 years with the Nordic Investment Bank (NIB). As in the case of the EBRD loan, the loan is unsecured and based on customary contractual provisions. Funding from the NIB, due to its long maturity and its terms provide a very valuable contribution to financing of the investment programme of the ENERGA Group.

Financing from the EBRD, NIB, and the European Investment Bank (the agreement with EIB was concluded on 16 December 2009), for the total amount of PLN 2,050,000,000, is aimed to finance the investment programme of ENERGA-Operator SA (Distribution System Operator of ENERGA Group) in the years 2009-11. The financing agreements concluded with the multilateral institutions (with the participation of commercial banks) fully secure the funding for this investment programme, which is of key priority for the operations and development of ENERGA Group.

ICENTIS Corporate Solutions acted as the sole financial adviser to ENERGA SA in arranging the financing from EBRD, NIB, EIB and the commercial banks.