Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except: 6.10.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.10.2 Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary. 6.10.3 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests. 6.10.4 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements. 6.10.5 A Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.10.6 The transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system. 6.10.7 Dispositions pursuant to Leveraged Lease Sales. 6.10.8 Contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries. 6.10.9 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary. 6.10.10 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization.
Appears in 2 contracts
Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
6.10.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.
6.10.2 Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary.
6.10.3 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.
6.10.4 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements.
6.10.5 A Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.
6.10.6 The transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system.
6.10.7 Dispositions pursuant to Leveraged Lease Sales.
6.10.8 Contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries.
6.10.9 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration consideration
(i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary.
6.10.10 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization.
Appears in 1 contract
Samples: Credit Agreement
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
6.10.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.
6.10.2 Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary.
6.10.3 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.
6.10.4 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements.
6.10.5 A Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.
6.10.6 The transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system.
6.10.7 Dispositions pursuant to Leveraged Lease Sales.
6.10.8 Contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries.
6.10.9 Transactions under which the Borrower, Borrower or its SubsidiarySubsidiary that, that in either case, disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary.
6.10.10 Transfers of Receivables (and rights ancillary thereto) and/or Designated Charges pursuant to, and in accordance with the terms of, a Permitted Securitization or an Approved Cost Recovery Bond transaction, respectively.
6.10.11 Redemptions or repayments by such Borrower and/or its subsidiaries of their Indebtedness, preferred equity or other obligations.
6.10.12 Charitable contributions reasonably consistent with its ordinary course of business.
6.10.13 Sale or liquidation of cash equivalents and investment securities owned by a Borrower or any of its Subsidiaries (other than Indebtedness or equity of any subsidiary of either of the foregoing) for market value at such time (as reasonably determined by such Borrower or such Subsidiary).
6.10.14 Dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously Disposed of (other than in Dispositions otherwise permitted by other provisions of this Section 6.10) since the Restatement Effective Date, do not represent more than twenty-five percent (25%) of the Consolidated Tangible Assets of such Borrower and its subsidiaries as at the end of the fiscal year ended immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.10.14 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company (it being agreed however that no Dispositions by Ameren Illinois or its subsidiaries which are permitted pursuant to Section 6.10.1 through 6.10.13 of the Illinois Credit Agreement shall in any event be deemed to utilize this basket available pursuant to this Section 6.10.14). Notwithstanding any of the foregoing exceptions in this Section 6.10, (a) the Company will not, and the Borrowing Subsidiary will not permit the Company to, cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of the Borrowing Subsidiary, (b) the Company will not cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of Ameren Illinois, (c) the Borrowing Subsidiary will not, and will not permit its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Borrowing Subsidiary or of the Borrowing Subsidiary and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 shall not in and of itself constitute a transfer of all or substantially all of the assets of the Borrowing Subsidiary or the Borrowing Subsidiary and its Subsidiaries, taken as a whole, in each case, for purposes of this Agreement or the Illinois Credit Agreement), (d) the Company will not permit Ameren Illinois and its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to Dispose of, in one or more transactions, Property representing all or substantially all the Property of Ameren Illinois and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 of the Illinois Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Ameren Illinois or Ameren Illinois and its Subsidiaries, taken as a whole, for purposes of this Agreement or the Illinois Credit Agreement) and (e) the Company will not, and will not permit its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Company and its subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 of this Agreement and/or the Illinois Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Company and its subsidiaries taken as a whole) provided that (x) nothing in this paragraph or this Section 6.10 shall be deemed to prohibit (i) any Disposition of Property by a Subsidiary of the Borrowing Subsidiary to the Borrowing Subsidiary or another Subsidiary of the Borrowing Subsidiary, (ii) any Disposition of Property by Ameren Illinois or a subsidiary of Ameren Illinois to Ameren Illinois or another subsidiary of Ameren Illinois, to the extent expressly permitted by the Illinois Credit Agreement, (iii) any Disposition of Property by the Company to a subsidiary of the Company or by a subsidiary of the Company (other than the Borrowing Subsidiary or Ameren Illinois or any subsidiary of either) to the Company or another subsidiary of the Company, (iv) any Permitted Securitization, (v) any assignment of rights to collect Designated Charges and proceeds thereof to provide for the payment of amounts owed in respect of Approved Cost Recovery Bonds, or (vi) any Disposition by any Project Finance Subsidiary, Non-Material Subsidiary or SPC and (y) nothing in this Section 6.10 shall be deemed to prohibit, restrict, limit, diminish or otherwise impair the right of either Borrower or any Subsidiary to make or maintain any Investment or Acquisition for consideration consisting of cash or capital stock of the Company or a combination thereof (it being understood that Investments and Acquisitions may also be made for consideration consisting of (i) other assets to the extent transfers of such assets are not prohibited by this Section 6.10, and (ii) Indebtedness or Contingent Obligations to the extent such Indebtedness or Contingent Obligations are not prohibited by other Sections of this Article VI).
Appears in 1 contract
Samples: Credit Agreement (Union Electric Co)
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
6.10.1 Sales (a) sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.;
6.10.2 (b) Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary.;
6.10.3 The (c) the payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.;
6.10.4 Advances (d) advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements.;
6.10.5 A (e) a Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.;
6.10.6 The (f) the transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system.;
6.10.7 (g) Dispositions pursuant to Leveraged Lease Sales.;
6.10.8 Contributions (h) contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries.;
6.10.9 Transactions (i) transactions under which the Borrower, Borrower or its SubsidiarySubsidiary that, that in either case, disposes of its Property and receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness Indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary.;
6.10.10 Transfers (j) transfers of Receivables (and rights ancillary thereto) and/or Designated Charges pursuant to, and in accordance with the terms of, a Permitted Securitization or an Approved Cost Recovery Bond transaction, respectively;
(k) redemptions or repayments by such Borrower and/or its subsidiaries of their Indebtedness, preferred equity or other obligations;
(l) charitable contributions reasonably consistent with its ordinary course of business;
(m) sale or liquidation of cash equivalents and investment securities owned by a Borrower or any of its Subsidiaries (other than Indebtedness or equity of any subsidiary of either of the foregoing) for market value at such time (as reasonably determined by such Borrower or such Subsidiary); and
(n) Dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously Disposed of (other than in Dispositions otherwise permitted by other provisions of this Section 6.10) since the Restatement Effective Date, do not represent more than 25% of the Consolidated Tangible Assets of such Borrower and its subsidiaries as at the end of the fiscal year ended immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.10(n) to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company (it being agreed however that no Dispositions by Union Electric or its subsidiaries which are permitted pursuant to Section 6.10(a) through 6.10(m) of the Union Electric Credit Agreement shall in any event be deemed to utilize this basket available pursuant to this Section 6.10(n), including pursuant to the following provisos); provided further that the foregoing 25% basket shall, as it applies to the Borrowing Subsidiary, be increased to 30% if and to the extent required to permit a Disposition by the Borrowing Subsidiary and its Subsidiaries to subsidiaries of the Company (an “Intercompany Transfer”) of assets accounting for more than 25% of the Consolidated Tangible Assets of the Borrowing Subsidiary and its Subsidiaries, subject to the condition that, solely to the extent such incremental 5% portion of the foregoing basket is to be so utilized, the Company shall have confirmed in writing to the Agent (i) that it has advised both Xxxxx’x and S&P of the proposed Intercompany Transfer and furnished such supplemental information as either Xxxxx’x or S&P, as applicable, shall have requested, and (ii) that at least one of either Xxxxx’x or S&P shall not have indicated an intention to downgrade its Rating of the Borrowing Subsidiary or to place the Borrowing Subsidiary on negative watch where, in either case, the result could be a Rating of the Borrowing Subsidiary below Baa3 (for Xxxxx’x) or BBB- (for S&P)). Notwithstanding any of the foregoing exceptions in this Section 6.10, (i) the Company will not, and the Borrowing Subsidiary will not permit the Company to, cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of the Borrowing Subsidiary, (ii) the Company will not cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of Union Electric, (iii) the Borrowing Subsidiary will not, and will not permit its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Borrowing Subsidiary or of the Borrowing Subsidiary and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) shall not in and of itself constitute a transfer of all or substantially all of the assets of the Borrowing Subsidiary or the Borrowing Subsidiary and its Subsidiaries, taken as a whole, in each case, for purposes of this Agreement or the Union Electric Credit Agreement), (iv) the Company will not permit Union Electric and its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to Dispose of, in one or more transactions, Property representing all or substantially all the Property of Union Electric and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) of the Union Electric Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Union Electric or Union Electric and its Subsidiaries, taken as a whole, for purposes of this Agreement or the Union Electric Credit Agreement) and (v) the Company will not, and will not permit its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Company and its subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) of this Agreement and/ or the Union Electric Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Company and its subsidiaries taken as a whole); provided that (x) nothing in this paragraph or this Section 6.10 shall be deemed to prohibit (A) any Disposition of Property by a Subsidiary of the Borrowing Subsidiary to the Borrowing Subsidiary or another Subsidiary of the Borrowing Subsidiary, (B) any Disposition of Property by Union Electric or a subsidiary of Union Electric to Union Electric or another subsidiary of Union Electric, to the extent expressly permitted by the Union Electric Credit Agreement, (C) any Disposition of Property by the Company to a subsidiary of the Company or by a subsidiary of the Company (other than the Borrowing Subsidiary or Union Electric or any subsidiary of either) to the Company or another subsidiary of the Company, (D) any Permitted Securitization, (E) any assignment of rights to collect Designated Charges and proceeds thereof to provide for the payment of amounts owed in respect of Approved Cost Recovery Bonds, or (F) any Disposition by any Project Finance Subsidiary, Non-Material Subsidiary or SPC and (y) nothing in this Section 6.10 shall be deemed to prohibit, restrict, limit, diminish or otherwise impair the right of either Borrower or any Subsidiary to make or maintain any Investment or Acquisition for consideration consisting of cash or capital stock of the Company or a combination thereof (it being understood that Investments and Acquisitions may also be made for consideration consisting of (i) other assets to the extent transfers of such assets are not prohibited by this Section 6.10, and (ii) Indebtedness or Contingent Obligations to the extent such Indebtedness or Contingent Obligations are not prohibited by other Sections of this Article VI).
Appears in 1 contract
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
6.10.1 Sales (a) sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.;
6.10.2 (b) Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary.;
6.10.3 The (c) the payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.;
6.10.4 Advances (d) advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements.;
6.10.5 A (e) a Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.;
6.10.6 The (f) the transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system.;
6.10.7 (g) Dispositions pursuant to Leveraged Lease Sales.;
6.10.8 Contributions (h) contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries.;
6.10.9 Transactions (i) transactions under which the Borrower, Borrower or its SubsidiarySubsidiary that, that in either case, disposes of its Property and receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness Indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary.;
6.10.10 Transfers (j) transfers of Receivables (and rights ancillary thereto) and/or Designated Charges pursuant to, and in accordance with the terms of, a Permitted Securitization or an Approved Cost Recovery Bond transaction, respectively;
(k) redemptions or repayments by such Borrower and/or its subsidiaries of their Indebtedness, preferred equity or other obligations;
(l) charitable contributions reasonably consistent with its ordinary course of business;
(m) sale or liquidation of cash equivalents and investment securities owned by a Borrower or any of its Subsidiaries (other than Indebtedness or equity of any subsidiary of either of the foregoing) for market value at such time (as reasonably determined by such Borrower or such Subsidiary); and
(n) Dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously Disposed of (other than in Dispositions otherwise permitted by other provisions of this Section 6.10) since the Restatement Effective Date, do not represent more than 25% of the Consolidated Tangible Assets of such Borrower and its subsidiaries as at the end of the fiscal year ended immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.10(n) to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company (it being agreed however that no Dispositions by Ameren Illinois or its subsidiaries which are permitted pursuant to Section 6.10(a) through 6.10(m) of the Illinois Credit Agreement shall in any event be deemed to utilize this basket available pursuant to this Section 6.10(n)). Notwithstanding any of the foregoing exceptions in this Section 6.10, (i) the Company will not, and the Borrowing Subsidiary will not permit the Company to, cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of the Borrowing Subsidiary, (ii) the Company will not cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of Ameren Illinois, (iii) the Borrowing Subsidiary will not, and will not permit its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Borrowing Subsidiary or of the Borrowing Subsidiary and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) shall not in and of itself constitute a transfer of all or substantially all of the assets of the Borrowing Subsidiary or the Borrowing Subsidiary and its Subsidiaries, taken as a whole, in each case, for purposes of this Agreement or the Illinois Credit Agreement), (iv) the Company will not permit Ameren Illinois and its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to Dispose of, in one or more transactions, Property representing all or substantially all the Property of Ameren Illinois and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) of the Illinois Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Ameren Illinois or Ameren Illinois and its Subsidiaries, taken as a whole, for purposes of this Agreement or the Illinois Credit Agreement) and (v) the Company will not, and will not permit its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Company and its subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10(n) of this Agreement and/or the Illinois Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Company and its subsidiaries taken as a whole) provided that (x) nothing in this paragraph or this Section 6.10 shall be deemed to prohibit (A) any Disposition of Property by a Subsidiary of the Borrowing Subsidiary to the Borrowing Subsidiary or another Subsidiary of the Borrowing Subsidiary, (B) any Disposition of Property by Ameren Illinois or a subsidiary of Ameren Illinois to Ameren Illinois or another subsidiary of Ameren Illinois, to the extent expressly permitted by the Illinois Credit Agreement, (C) any Disposition of Property by the Company to a subsidiary of the Company or by a subsidiary of the Company (other than the Borrowing Subsidiary or Ameren Illinois or any subsidiary of either) to the Company or another subsidiary of the Company, (D) any Permitted Securitization, (E) any assignment of rights to collect Designated Charges and proceeds thereof to provide for the payment of amounts owed in respect of Approved Cost Recovery Bonds, or (F) any Disposition by any Project Finance Subsidiary, Non-Material Subsidiary or SPC and (y) nothing in this Section 6.10 shall be deemed to prohibit, restrict, limit, diminish or otherwise impair the right of either Borrower or any Subsidiary to make or maintain any Investment or Acquisition for consideration consisting of cash or capital stock of the Company or a combination thereof (it being understood that Investments and Acquisitions may also be made for consideration consisting of (i) other assets to the extent transfers of such assets are not prohibited by this Section 6.10, and (ii) Indebtedness or Contingent Obligations to the extent such Indebtedness or Contingent Obligations are not prohibited by other Sections of this Article VI).
Appears in 1 contract
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
6.10.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.
6.10.2 Dispositions (including by way of Investments or liquidations) of assets by a Borrower or a Subsidiary of a Borrower, in each case to such Borrower or a subsidiary of such Borrower, other than Dispositions by the Borrowing Subsidiary or any of its Subsidiaries to the Company or to any subsidiary of the Company that is not the Borrowing Subsidiary or a Subsidiary of the Borrowing Subsidiary.
6.10.3 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.
6.10.4 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements substantially similar to those of the Money Pool Agreements.
6.10.5 A Disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.
6.10.6 The transfer, pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or other entity which has responsibility for operating and planning a regional transmission system.
6.10.7 Dispositions pursuant to Leveraged Lease Sales.
6.10.8 Contributions of capital or Investments, directly or indirectly, in the form of cash, debt, equity or other property, by the Company to any subsidiary, or by any subsidiary (including the Borrowing Subsidiary) to any of its subsidiaries.
6.10.9 Transactions under which the Borrower, Borrower or its SubsidiarySubsidiary that, that in either case, disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary.
6.10.10 Transfers of Receivables (and rights ancillary thereto) and/or Designated Charges pursuant to, and in accordance with the terms of, a Permitted Securitization or an Approved Cost Recovery Bond transaction, respectively.
6.10.11 Redemptions or repayments by such Borrower and/or its subsidiaries of their Indebtedness, preferred equity or other obligations.
6.10.12 Charitable contributions reasonably consistent with its ordinary course of business.
6.10.13 Sale or liquidation of cash equivalents and investment securities owned by a Borrower or any of its Subsidiaries (other than Indebtedness or equity of any subsidiary of either of the foregoing) for market value at such time (as reasonably determined by such Borrower or such Subsidiary).
6.10.14 Dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously Disposed of (other than in Dispositions otherwise permitted by other provisions of this Section 6.10) since the Restatement Effective Date, do not represent more than twenty-five percent (25%) of the Consolidated Tangible Assets of such Borrower and its subsidiaries as at the end of the fiscal year ended immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.10.14 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company (it being agreed however that no Dispositions by Union Electric or its subsidiaries which are permitted pursuant to Section 6.10.1 through 6.10.13 of the Union Electric Credit Agreement shall in any event be deemed to utilize this basket available pursuant to this Section 6.10.14, including pursuant to the following provisos); provided further that the foregoing twenty-five percent (25%) basket shall, as it applies to the Borrowing Subsidiary, be increased to thirty percent (30%) if and to the extent required to permit a Disposition by the Borrowing Subsidiary and its Subsidiaries to subsidiaries of the Company (an “Intercompany Transfer”) of assets accounting for more than twenty-five percent (25%) of the Consolidated Tangible Assets of the Borrowing Subsidiary and its Subsidiaries, subject to the condition that, solely to the extent such incremental 5% portion of the foregoing basket is to be so utilized, the Company shall have confirmed in writing to the Agent (i) that it has advised both Xxxxx’x and S&P of the proposed Intercompany Transfer and furnished such supplemental information as either Xxxxx’x or S&P, as applicable, shall have requested, and (ii) that at least one of either Xxxxx’x or S&P shall not have indicated an intention to downgrade its Rating of the Borrowing Subsidiary or to place the Borrowing Subsidiary on negative watch where, in either case, the result could be a Rating of the Borrowing Subsidiary below Baa3 (for Xxxxx’x) or BBB- (for S&P)). Notwithstanding any of the foregoing exceptions in this Section 6.10, (a) the Company will not, and the Borrowing Subsidiary will not permit the Company to, cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of the Borrowing Subsidiary, (b) the Company will not cease to own, directly or indirectly, outstanding shares representing 100% of the issued and outstanding common stock of Union Electric, (c) the Borrowing Subsidiary will not, and will not permit its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Borrowing Subsidiary or of the Borrowing Subsidiary and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 shall not in and of itself constitute a transfer of all or substantially all of the assets of the Borrowing Subsidiary or the Borrowing Subsidiary and its Subsidiaries, taken as a whole, in each case, for purposes of this Agreement or the Union Electric Credit Agreement), (d) the Company will not permit Union Electric and its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to Dispose of, in one or more transactions, Property representing all or substantially all the Property of Union Electric and its Subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 of the Union Electric Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Union Electric or Union Electric and its Subsidiaries, taken as a whole, for purposes of this Agreement or the Union Electric Credit Agreement) and (e) the Company will not, and will not permit its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of, in one or more transactions, Property representing all or substantially all the Property of the Company and its subsidiaries taken as a whole (it being acknowledged that a Disposition of the type described in Section 6.10.14 of this Agreement and/ or the Union Electric Credit Agreement shall not in and of itself constitute a transfer of all or substantially all of the assets of Company and its subsidiaries taken as a whole); provided that (x) nothing in this paragraph or this Section 6.10 shall be deemed to prohibit (i) any Disposition of Property by a Subsidiary of the Borrowing Subsidiary to the Borrowing Subsidiary or another Subsidiary of the Borrowing Subsidiary, (ii) any Disposition of Property by Union Electric or a subsidiary of Union Electric to Union Electric or another subsidiary of Union Electric, to the extent expressly permitted by the Union Electric Credit Agreement, (iii) any Disposition of Property by the Company to a subsidiary of the Company or by a subsidiary of the Company (other than the Borrowing Subsidiary or Union Electric or any subsidiary of either) to the Company or another subsidiary of the Company, (iv) any Permitted Securitization, (v) any assignment of rights to collect Designated Charges and proceeds thereof to provide for the payment of amounts owed in respect of Approved Cost Recovery Bonds, or (vi) any Disposition by any Project Finance Subsidiary, Non-Material Subsidiary or SPC and (y) nothing in this Section 6.10 shall be deemed to prohibit, restrict, limit, diminish or otherwise impair the right of either Borrower or any Subsidiary to make or maintain any Investment or Acquisition for consideration consisting of cash or capital stock of the Company or a combination thereof (it being understood that Investments and Acquisitions may also be made for consideration consisting of (i) other assets to the extent transfers of such assets are not prohibited by this Section 6.10, and (ii) Indebtedness or Contingent Obligations to the extent such Indebtedness or Contingent Obligations are not prohibited by other Sections of this Article VI).
Appears in 1 contract
Samples: Credit Agreement (Union Electric Co)
