CILCORP. CILCORP (as successor to Midwest Energy, Inc.) Indenture dated as of October 18, 1999, as supplemented and/or amended: Limitation on Distributions. CILCORP shall not make or pay any dividend, distribution or payment (including by way of redemption, repurchase, retirement, return or repayment) in respect of shares of its capital stock to any of its shareholders unless there exists no event of default under the indenture and no such event of default will result from the making of such distribution, and either (a) at the time and as a result of making such distribution CILCORP’s leverage ratio does not exceed 0.67:1 and CILCORP’s interest coverage ratio is not less than 2.2:1, or (b) if CILCORP is not in compliance with the ratios described in clause (a) above, its senior long-term debt ratings are at least BB+ from S&P, Baa2 from Xxxxx’x and BBB from Fitch, Inc. CILCORP (as successor to Midwest Energy, Inc.) Indenture dated as of October 18, 1999, as supplemented and/or amended: Limitation on Intercompany Loans. CILCORP shall not make any intercompany loan to The AES Corporation or any of its affiliates (other than CILCORP or any of its direct or indirect subsidiaries) unless there exists no event of default under the indenture and no such event of default will result from the making of such intercompany loan, and either (a) at the time and as a result of making such intercompany loan CILCORP’s leverage ratio does not exceed 0.67:1 and CILCORP’s interest coverage ratio is not less than 2.2:1, or (b) if CILCORP is not in compliance with the ratios described in clause (a) above, its senior long-term debt ratings are at least BB+ from S&P, Baa2 from Xxxxx’x and BBB from Fitch, Inc. CILCORP Pledge Agreement dated as of October 18, 1999, as amended or supplemented: Encumbrance on CILCO Common Dividends. Common stock of CILCO is pledged as collateral to holders of CILCORP indebtedness issued under the indenture referred to above. Also included as collateral are all dividends, cash, instruments and other property and proceeds distributed in respect of such common stock excluding all cash dividends paid so long as no event of default shall have occurred and be continuing. Any and all (i) dividends and other distributions (other than cash dividends) received, receivable or otherwise distributed in respect of, or in exchange for, any collateral (including the CILCO common stock) and (ii) cash paid, payable or otherwise distributed in redemption of, or in exchange for,...
CILCORP. CILCORP will at the expense of CILCORP, make, execute, endorse, acknowledge, file and/or deliver to the Agent from time to time such assurances or instruments and take such further steps relating to the CILCORP Collateral Documents as the Agent may reasonably require to maintain the validity and the continued enforceability of the CILCORP Pledge Agreement as are generally consistent with the terms of this Agreement and the Loan Documents. Furthermore, CILCORP will deliver to the Agent such opinions of counsel and other information and related documents as may be reasonably requested by the Agent to assure compliance with this Section 6.18.5. CILCORP agrees that each action required by this Section 6.18.5 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Agent may agree) after such action is requested to be taken by the Agent.
CILCORP. In the case of CILCORP:
CILCORP. CILCORP will not amend, supplement, waive or terminate the CILCORP Pledge Agreement in any manner that is materially adverse to the Lenders; provided the foregoing shall not prohibit CILCORP from having outstanding up to $550,000,000 aggregate principal amount of Indebtedness secured ratably with the Obligations by a Lien under the CILCORP Pledge Agreement, subject to compliance with Section 6.19.5.
CILCORP. CILCORP shall not at any time permit the aggregate principal amount of Indebtedness other than the Obligations that is secured by a Lien under the CILCORP Pledge Agreement to exceed $550,000,000.
CILCORP. The authorized capital stock of CILCORP consists of 50,000,000 shares of common stock, no par value ( the "CILCORP Common Stock"), and 4,000,000 shares of preferred stock, no par value, none of which preferred stock is outstanding. As of the close of business on November 20, 1998, (i) 13,610,680 shares of CILCORP Common Stock were issued and outstanding (such number of shares is hereinafter referred to as the "Outstanding Shares"), (ii) 125,000 shares of CILCORP Common Stock were reserved for issuance pursuant to the CILCORP Option Plan, and (iii) no shares of CILCORP Common Stock were held by CILCORP in its treasury or by its wholly owned Subsidiaries. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") are issued or outstanding. All of the issued and outstanding shares of CILCORP Common Stock are validly issued, fully paid, nonassessable and free of preemptive rights. Since December 17, 1996, CILCORP has not issued any shares of capital stock of any class of CILCORP other than issuances of shares of CILCORP Common Stock pursuant to awards under the CILCORP Option Plan. As of the date of this Agreement, except as set forth in Section 4.3(a) of the CILCORP Disclosure Schedule, there are no outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other pledges, security interests, encumbrances, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement, obligating CILCORP or any CILCORP Subsidiary to issue, deliver or sell, pledge, grant a security interest or encumber, or cause to be issued, delivered or sold, pledged or encumbered or a security interest to be granted on, shares of capital stock or any Voting Debt of CILCORP or obligating CILCORP or any CILCORP Subsidiary to grant, extend or enter into any such agreement or commitment. Except as set forth in Section 4.3(a) of the CILCORP Disclosure Schedule, there is no outstanding contractual commitment or obligation of CILCORP or any CILCORP Subsidiary to make any investment (in the form of a loan, capital contribution or otherwise) in any CILCORP Subsidiary or in any other person.
CILCORP. CILCORP shall not at any time permit the aggregate principal amount of Indebtedness other than the Obligations and the “Obligations” of CILCORP under the Existing Credit Agreement that is secured by a Lien under the CILCORP Pledge Agreement to exceed at any time an amount equal to $425,000,000 plus the amount, if any, by which $50,000,000 exceeds CILCORP’s “Borrower Sublimit” at such time under the Existing Credit Agreement or minus the amount, if any, by which CILCORP’s “Borrower Sublimit” at such time under the Existing Credit Agreement exceeds $50,000,000, and plus the amount by which CILCORP’s Borrower Sublimit is reduced below $125,000,000 pursuant to Section 2.8.3.
