Recitals and Definitions. 1.1 Borrower, certain institutional lenders (individually, a "2002 Lender" and collectively, the "2002 Lenders") and Scotiabank have entered into a Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "2002 Loan Agreement"), pursuant to which the 2002 Lenders have agreed to make loans to Borrower and issue or cause to be issued letters of credit for the benefit of Borrower (individually, a "2002 Letter of Credit" and collectively, the "2002 Letters of Credit") in amounts not to exceed at any one time outstanding $1,600,000,000, and Borrower, to evidence its indebtedness to the 2002 Lenders under the 2002 Loan Agreement, has executed and delivered (or will execute and deliver) to the 2002 Lenders its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than May 24, 2003 (individually, a "2002 Loan Note" and collectively, the "2002 Loan Notes"), the 2002 Loan Notes being payable to the order of the 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth. 1.2 Borrower, certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing Lenders"; and together with the 2002 Lenders, the "Lenders") and Scotiabank have entered into a Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "Existing Credit Agreement") pursuant to which the Existing Lenders have agreed to make loans to Borrower and issue or cause to be issued any letters of credit for the benefit of Borrower (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of Credit") in amounts not to exceed at any one time $400,000,000, and Borrower, to evidence its indebtedness to the Existing Lenders under the Existing Credit Agreement, has executed and delivered to the Existing Lenders its secured promissory notes to mature not later than May 24, 2003 (individually, an "Existing Loan Note" and collectively, the "Existing Loan Notes"), the Existing Loan Notes being payable to the order of the Existing Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees
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Samples: Mortgage, Deed of Trust, Assignment, Security Agreement (Calpine Corp), Mortgage, Deed of Trust, Assignment, Security Agreement (Calpine Corp)
Recitals and Definitions. 1.1 BorrowerMortgagor has heretofore executed and delivered to The Bank of Nova Scotia, for itself and as agent for the Lender Parties (together with its successors in such capacity, the "CREDIT AGREEMENT AGENT") and Xxxx Xxxxx (as predecessor-in-interest to Xxxxx X'Xxxxx) and Xxxx Xxxxxxx (as predecessor-in-interest to Xxxxx Xxxxxxx), as Trustees, that certain mortgage or deed of trust, dated as of May 1, 2002, as supplemented and amended prior to the date hereof (as so supplemented and amended, herein called the "EXISTING MORTGAGE"), to secure (i) payment of indebtedness owed or to be owing to certain institutional lenders (individually, a "2002 Lender" and collectively, the "EXISTING 2002 LendersLENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "EXISTING 2002 Loan AgreementCREDIT AGREEMENT"), ) pursuant to which the Existing 2002 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued letters of credit for the benefit of Borrower Mortgagor (individually, a "2002 Letter of Credit" and collectively, the "EXISTING 2002 Letters of CreditLETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $1,600,000,000, and BorrowerMortgagor, to evidence its indebtedness to the 2002 Lenders Existing 0000 Xxxxxxx under the Existing 2002 Loan Credit Agreement, has executed and delivered (or will execute and deliver) to the 2002 Lenders Existing 0000 Xxxxxxx its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than May 24, 2003 (individually, a "2002 Loan Note" and collectively, the "EXISTING 2002 Loan NotesLOAN NOTES"), the Existing 2002 Loan Notes being payable to the order of the Existing 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth.
1.2 Borrower, ; and (ii) payment of indebtedness owed or to be owing to certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing LendersEXISTING 2000 LENDERS"; , and together with the Existing 2002 Lenders, the "LendersEXISTING LENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "EXISTING 2000 CREDIT AGREEMENT" and together with the Existing 2002 Credit Agreement, collectively, the "EXISTING CREDIT AGREEMENTS") pursuant to which the Existing 2000 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued any letters of credit for the benefit of Borrower Mortgagor (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of CreditEXISTING 2000 LETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $400,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing Lenders 0000 Xxxxxxx under the Existing 2000 Credit Agreement, has executed and delivered to the Existing Lenders 0000 Xxxxxxx its secured promissory notes to mature not later than May 24, 2003 (individuallythe "EXISTING 2000 LOAN NOTES") (the Existing 2000 Loan Notes, an "together with the Existing 2002 Loan Note" and Notes, collectively, the "Existing Loan NotesEXISTING LOAN NOTES"), the Existing 2000 Loan Notes being payable to the order of the Existing 2000 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' feesattorney's fees and acceleration of maturity in the event of default, as therein set forth.
1.2 The Existing Mortgage, together with other mortgages and deeds of trust (a) have been filed and recorded, among other places, as set forth in Schedule I hereto; (b) have been supplemented and amended by various instruments that have been filed and recorded, among other places, as set forth in Schedule II hereto; and (c) have been amended and certain items of property mortgaged thereby have been released by various instruments that have been filed and recorded, among other places, as set forth in Schedule III hereto.
1.3 Mortgagor, the Existing Lenders and the Credit Agreement Agent are (i) terminating the commitments under the Existing 2000 Credit Agreement, and (ii) amending and restating the Existing 2002 Credit Agreement (as so amended and restated, and as the same may, from time to time hereafter, be amended, supplemented, modified or amended and restated, the "AMENDED AND RESTATED CREDIT AGREEMENT".
1.4 Mortgagor is also (a) issuing $500,000,000 in aggregate principal amount of Second Priority Senior Floating Rate Secured Notes due 2007 (the "2007 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2007 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2007 TRUSTEE"), (b) issuing $1,150,000,000 in aggregate principal amount of 8.5% Second Priority Senior Secured Fixed Rate Notes due 2010 (the "2010 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2010 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2010 TRUSTEE"), (c) issuing $900,000,000 in aggregate principal amount of 8.75% Second Priority Senior Secured Fixed Rate Notes due 2013 (the "2013 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2013 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2013 TRUSTEE"), and (d) borrowing $750,000,000 in Term Loans (the "TERM LOANS") pursuant to a Term Loan Agreement dated as of July 16, 2003 (the "TERM LOAN AGREEMENT") between Mortgagor and Xxxxxxx Xxxxx Credit Partners L.P., as Administrative Agent (together with its successors in such capacity, the "TERM LOAN ADMINISTRATIVE AGENT"). The proceeds from the issuance of the 2007 Notes, the 2010 Notes and the 2013 Notes and the borrowing of the Term Loans will be used to refinance a portion of the loans and other indebtedness outstanding under the Existing Credit Agreements.
1.5 As permitted pursuant to the Secured Debt Documents, Mortgagor may incur future debt which could, together with the obligations under the Amended and Restated Credit Agreement, constitute Priority Lien Debt and Mortgagor may incur future debt which could, together with the 2007 Notes, 2010 Notes, the 2013 Notes and the Term Loans, constitute Parity Lien Debt, provided that the aggregate amount of the Secured Debt to be secured hereby shall not exceed $4,200,000,000. Mortgagor intends to secure the Indebtedness, including its obligations (a) under the Amended and Restated Credit Agreement and any future Priority Lien Debt, equally and ratably, on a priority basis, and, (b) subject to such priority, under the 2007 Notes, 2010 Notes, 2013 Notes and Term Loans and any future Parity Lien Debt, equally and ratably, with liens and security interests in, among other collateral, the Mortgaged Property under the Existing Mortgage, as contemplated in the Collateral Trust Agreement..
Appears in 1 contract
Recitals and Definitions. 1.1 BorrowerMortgagor has heretofore executed and delivered to The Bank of Nova Scotia, for itself and as agent for the Lender Parties (together with its successors in such capacity, the "CREDIT AGREEMENT AGENT") and John Quick (as predecessor-in-interest to Denis O'Meara) and Kemp Lexxxxx (xx predecessor-in-interest to James Xxxxxxx), xx Trustxxx, xxxx xxrtain mortgage or deed of trust, xxxxx xx xx May 1, 2002, as supplemented and amended prior to the date hereof (as so supplemented and amended, herein called the "EXISTING MORTGAGE"), to secure (i) payment of indebtedness owed or to be owing to certain institutional lenders (individually, a "2002 Lender" and collectively, the "EXISTING 2002 LendersLENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "EXISTING 2002 Loan AgreementCREDIT AGREEMENT"), ) pursuant to which the Existing 2002 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued letters of credit for the benefit of Borrower Mortgagor (individually, a "2002 Letter of Credit" and collectively, the "EXISTING 2002 Letters of CreditLETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $1,600,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing 2002 Lenders under the Existing 2002 Loan Credit Agreement, has executed and delivered (or will execute and deliver) xxx xxxxxxxxd to the Existing 2002 Lenders its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than May 24Mxx 00, 2003 0000 (individually, a "2002 Loan Note" and collectively, the "EXISTING 2002 Loan NotesLOAN NOTES"), the Existing 2002 Loan Notes being payable to the order of the Existing 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth.
1.2 Borrower, ; and (ii) payment of indebtedness owed or to be owing to certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing LendersEXISTING 2000 LENDERS"; , and together with the Existing 2002 Lenders, the "LendersEXISTING LENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "EXISTING 2000 CREDIT AGREEMENT" and together with the Existing 2002 Credit Agreement, collectively, the "EXISTING CREDIT AGREEMENTS") pursuant to which the Existing 2000 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued any letters of credit for the benefit of Borrower Mortgagor (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of CreditEXISTING 2000 LETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $400,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing 2000 Lenders under the Existing 2000 Credit Agreement, has executed and delivered xxx xxxxxxxxd to the Existing 2000 Lenders its secured promissory notes to mature not later than May 24Mxx 00, 2003 0000 (individuallythe "EXISTING 2000 LOAN NOTES") (the Existing 2000 Loan Notes, an "together with the Existing 2002 Loan Note" and Notes, collectively, the "Existing Loan NotesEXISTING LOAN NOTES"), the Existing 2000 Loan Notes being payable to the order of the Existing 2000 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' feesattorney's fees and acceleration of maturity in the event of default, as therein set forth.
1.2 The Existing Mortgage, together with other mortgages and deeds of trust (a) have been filed and recorded, among other places, as set forth in Schedule I hereto; (b) have been supplemented and amended by various instruments that have been filed and recorded, among other places, as set forth in Schedule II hereto; and (c) have been amended and certain items of property mortgaged thereby have been released by various instruments that have been filed and recorded, among other places, as set forth in Schedule III hereto.
1.3 Mortgagor, the Existing Lenders and the Credit Agreement Agent are, (i) terminating the commitments under the Existing 2000 Credit Agreement, and (ii) amending and restating the Existing 2002 Credit Agreement (as so amended and restated, and as the same may, from time to time hereafter, be amended, supplemented, modified or amended and restated, the "AMENDED AND RESTATED CREDIT AGREEMENT".
1.4 Mortgagor is also (a) issuing $500,000,000 in aggregate principal amount of Second Priority Senior Floating Rate Secured Notes due 2007 (the "2007 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2007 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2007 TRUSTEE"), (b) issuing $1,150,000,000 in aggregate principal amount of 8.5% Second Priority Senior Secured Fixed Rate Notes due 2010 (the "2010 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2010 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2010 TRUSTEE"), (c) issuing $900,000,000 in aggregate principal amount of 8.75% Second Priority Senior Secured Fixed Rate Notes due 2013 (the "2013 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2013 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2013 TRUSTEE"), and (d) borrowing $750,000,000 in Term Loans (the "TERM LOANS") pursuant to a Term Loan Agreement dated as of July 16, 2003 (the "TERM LOAN AGREEMENT") between Mortgagor and Goldman Sachs Credit Partners L.P., as Administrative Agent (togethex xxxx ixx xxccessors in such capacity, the "TERM LOAN ADMINISTRATIVE AGENT"). The proceeds from the issuance of the 2007 Notes, the 2010 Notes and the 2013 Notes and the borrowing of the Term Loans will be used to refinance a portion of the loans and other indebtedness outstanding under the Existing Credit Agreements.
1.5 As permitted pursuant to the Secured Debt Documents, Mortgagor may incur future debt which could, together with the obligations under the Amended and Restated Credit Agreement, constitute Priority Lien Debt and Mortgagor may incur future debt which could, together with the 2007 Notes, the 2010 Notes, the 2013 Notes and the Term Loans, constitute Parity Lien Debt, provided that the aggregate amount of the Secured Debt to be secured hereby shall not exceed $4,200,000,000. Mortgagor intends to secure the Indebtedness, including its obligations (a) under the Amended and Restated Credit Agreement and any future Priority Lien Debt, equally and ratably, on a priority basis, and, (b) subject to such priority, under the 2007 Notes, 2010 Notes, 2013 Notes and Term Loans and any future Parity Lien Debt, equally and ratably, with liens and security interests in, among other collateral, the Mortgaged Property under the Existing Mortgage, as contemplated in the Collateral Trust Agreement.
1.6 Pursuant to the Collateral Trust Agreement and that certain Assignment of Liens of even date herewith, the Credit Agreement Agent has assigned to Beneficiary, all of the Credit Agreement Agent's right, title and interest in and to, and its interest as beneficiary under, the Existing Mortgage. This Mortgage amends and restates the Existing Mortgage. The Collateral Trust Agreement sets forth the terms on which the Collateral Trustee, as trustee for the present and future holders of the Indebtedness, will receive, hold, maintain, administer, maintain, enforce and distribute this Mortgage and all interests, rights, powers and remedies of the Collateral Trustee thereunder and the proceeds thereof.
1.7 For all purposes of this Mortgage, unless the context otherwise requires:
Appears in 1 contract
Recitals and Definitions. 1.1 Borrower, certain institutional lenders (individually, a "2002 Lender" and collectively, the "2002 Lenders") and Scotiabank have entered into a Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "2002 Loan Agreement"), pursuant to which the 2002 Lenders have agreed to make loans to Borrower and issue or cause to be issued letters of credit for the benefit of Borrower (individually, a "2002 Letter of Credit" and collectively, the "2002 Letters of Credit") in amounts not to exceed at any one time outstanding $1,600,000,000, and Borrower, to evidence its indebtedness to the 2002 Lenders under the 2002 Loan Agreement, has executed and delivered (or will execute and deliver) to the 2002 Lenders its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than [May 24, 2003 2003]1 (individually, a "2002 Loan Note" and collectively, the "2002 Loan Notes"), the 2002 Loan Notes being payable to the order of the 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth.
1.2 Borrower, certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing Lenders"; and together with the 2002 Lenders, the "Lenders") and Scotiabank have entered into a Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "Existing Credit Agreement") pursuant to which the Existing Lenders have agreed to make loans to Borrower and issue or cause to be issued any letters of credit for the benefit of Borrower (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of Credit") in amounts not to exceed at any one time $400,000,000, and Borrower, to evidence its indebtedness to the Existing Lenders under the Existing Credit Agreement, has executed and delivered to the Existing Lenders its secured promissory notes to mature not later than May 24, 2003 (individually, an _______________ 1 Per definitions of "Existing Loan NoteStated Maturity Date" and collectively"Term B Loan Commitment Termination Date," this might be as late as June 8th, the "Existing Loan Notes"), the Existing Loan Notes being payable to the order of the Existing Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees2003.
Appears in 1 contract
Recitals and Definitions. 1.1 BorrowerMortgagor has heretofore executed and delivered to The Bank of Nova Scotia, for itself and as agent for the Lender Parties (together with its successors in such capacity, the "CREDIT AGREEMENT AGENT") and Xxxx Xxxxx (as predecessor-in-interest to Xxxxx X'Xxxxx) and Xxxx Xxxxxxx (as predecessor-in-interest to Xxxxx Xxxxxxx), as Trustees, that certain mortgage or deed of trust, dated as of May 1, 2002, as supplemented and amended prior to the date hereof (as so supplemented and amended, herein called the "EXISTING MORTGAGE"), to secure (i) payment of indebtedness owed or to be owing to certain institutional lenders (individually, a "2002 Lender" and collectively, the "EXISTING 2002 LendersLENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "EXISTING 2002 Loan AgreementCREDIT AGREEMENT"), ) pursuant to which the Existing 2002 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued letters of credit for the benefit of Borrower Mortgagor (individually, a "2002 Letter of Credit" and collectively, the "EXISTING 2002 Letters of CreditLETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $1,600,000,000, and BorrowerMortgagor, to evidence its indebtedness to the 2002 Lenders Existing 0000 Xxxxxxx under the Existing 2002 Loan Credit Agreement, has executed and delivered (or will execute and deliver) to the 2002 Lenders Existing 0000 Xxxxxxx its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than May 24, 2003 (individually, a "2002 Loan Note" and collectively, the "EXISTING 2002 Loan NotesLOAN NOTES"), the Existing 2002 Loan Notes being payable to the order of the Existing 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth.
1.2 Borrower, ; and (ii) payment of indebtedness owed or to be owing to certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing LendersEXISTING 2000 LENDERS"; , and together with the Existing 2002 Lenders, the "LendersEXISTING LENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "EXISTING 2000 CREDIT AGREEMENT" and together with the Existing 2002 Credit Agreement, collectively, the "EXISTING CREDIT AGREEMENTS") pursuant to which the Existing 2000 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued any letters of credit for the benefit of Borrower Mortgagor (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of CreditEXISTING 2000 LETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $400,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing Lenders 0000 Xxxxxxx under the Existing 2000 Credit Agreement, has executed and delivered to the Existing Lenders 0000 Xxxxxxx its secured promissory notes to mature not later than May 24, 2003 (individuallythe "EXISTING 2000 LOAN NOTES") (the Existing 2000 Loan Notes, an "together with the Existing 2002 Loan Note" and Notes, collectively, the "Existing Loan NotesEXISTING LOAN NOTES"), the Existing 2000 Loan Notes being payable to the order of the Existing 2000 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' feesattorney's fees and acceleration of maturity in the event of default, as therein set forth.
1.2 The Existing Mortgage, together with other mortgages and deeds of trust (a) have been filed and recorded, among other places, as set forth in Schedule I hereto; (b) have been supplemented and amended by various instruments that have been filed and recorded, among other places, as set forth in Schedule II hereto; and (c) have been amended and certain items of property mortgaged thereby have been released by various instruments that have been filed and recorded, among other places, as set forth in Schedule III hereto.
1.3 Mortgagor, the Existing Lenders and the Credit Agreement Agent are (i) terminating the commitments under the Existing 2000 Credit Agreement, and (ii) amending and restating the Existing 2002 Credit Agreement (as so amended and restated, and as the same may, from time to time hereafter, be amended, supplemented, modified or amended and restated, the "AMENDED AND RESTATED CREDIT AGREEMENT".
1.4 Mortgagor is also (a) issuing $500,000,000 in aggregate principal amount of Second Priority Senior Floating Rate Secured Notes due 2007 (the "2007 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2007 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2007 TRUSTEE"), (b) issuing $1,150,000,000 in aggregate principal amount of 8.5% Second Priority Senior Secured Fixed Rate Notes due 2010 (the "2010 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2010 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2010 TRUSTEE"), (c) issuing $900,000,000 in aggregate principal amount of 8.75% Second Priority Senior Secured Fixed Rate Notes due 2013 (the "2013 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2013 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2013 TRUSTEE"), and (d) borrowing $750,000,000 in Term Loans (the "TERM LOANS") pursuant to a Term Loan Agreement dated as of July 16, 2003 (the "TERM LOAN AGREEMENT") between Mortgagor and Xxxxxxx Xxxxx Credit Partners L.P., as Administrative Agent (together with its successors in such capacity, the "TERM LOAN ADMINISTRATIVE AGENT"). The proceeds from the issuance of the 2007 Notes, the 2010 Notes and the 2013 Notes and the borrowing of the Term Loans will be used to refinance a portion of the loans and other indebtedness outstanding under the Existing Credit Agreements.
1.5 As permitted pursuant to the Secured Debt Documents, Mortgagor may incur future debt which could, together with the obligations under the Amended and Restated Credit Agreement, constitute Priority Lien Debt and Mortgagor may incur future debt which could, together with the 2007 Notes, 2010 Notes, the 2013 Notes and the Term Loans, constitute Parity Lien Debt, provided that the aggregate amount of the Secured Debt to be secured hereby shall not exceed $4,200,000,000. Mortgagor intends to secure the Indebtedness, including its obligations (a) under the Amended and Restated Credit Agreement and any future Priority Lien Debt, equally and ratably, on a priority basis, and, (b) subject to such priority, under the 2007 Notes, 2010 Notes, 2013 Notes and Term Loans and any future Parity Lien Debt, equally and ratably, with liens and security interests in, among other collateral, the Mortgaged Property under the Existing Mortgage, as contemplated in the Collateral Trust Agreement.
1.6 Pursuant to the Collateral Trust Agreement and that certain Assignment of Liens of even date herewith, the Credit Agreement Agent has assigned to Beneficiary, all of the Credit Agreement Agent's right, title and interest in and to, and its interest as beneficiary under, the Existing Mortgage. This Mortgage amends and restates the Existing Mortgage. The Collateral Trust Agreement sets forth the terms on which the Collateral Trustee, as trustee for the present and future holders of the Indebtedness, will receive, hold, maintain, administer, maintain, enforce and distribute this Mortgage and all interests, rights, powers and remedies of the Collateral Trustee thereunder and the proceeds thereof.
1.7 For all purposes of this Mortgage, unless the context otherwise requires:
Appears in 1 contract
Samples: Mortgage Agreement (Calpine Corp)
Recitals and Definitions. 1.1 BorrowerMortgagor has heretofore executed and delivered to The Bank of Nova Scotia, for itself and as agent for the Lender Parties (together with its successors in such capacity, the "CREDIT AGREEMENT AGENT") and John Quick and Kemp Leonard, as Trustees, that certain mortgage or dxxx xx xxxst, dxxxx xx xx Xay 1, 2002, as supplemented and amended prior to the date hereof (as so supplemented and amended, herein called the "EXISTING MORTGAGE"), to secure (i) payment of indebtedness owed or to be owing to certain institutional lenders (individually, a "2002 Lender" and collectively, the "EXISTING 2002 LendersLENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Credit Agreement, dated as of March 8, 2002 (herein, as the same may be amended, modified or supplemented from time to time, called the "EXISTING 2002 Loan AgreementCREDIT AGREEMENT"), ) pursuant to which the Existing 2002 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued letters of credit for the benefit of Borrower Mortgagor (individually, a "2002 Letter of Credit" and collectively, the "EXISTING 2002 Letters of CreditLETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $1,600,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing 2002 Lenders under the Existing 2002 Loan Credit Agreement, has executed and delivered (or will execute and deliver) xxx xxxxxxxxd to the Existing 2002 Lenders its secured promissory notes in the aggregate, origixxx xxxxxxxxl amount of $1,600,000,000, to mature not later than May 24Mxx 00, 2003 0000 (individually, a "2002 Loan Note" and collectively, the "EXISTING 2002 Loan NotesLOAN NOTES"), the Existing 2002 Loan Notes being payable to the order of the Existing 2002 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' fees and acceleration of maturity in the event of default, as therein set forth.
1.2 Borrower, ; and (ii) payment of indebtedness owed or to be owing to certain institutional lenders (individually, an "Existing Lender" and collectively, the "Existing LendersEXISTING 2000 LENDERS"; , and together with the Existing 2002 Lenders, the "LendersEXISTING LENDERS") and Scotiabank have entered into a pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of May 23, 2000 (herein, as the same may be amended, modified, or supplemented from time to time, called the "EXISTING 2000 CREDIT AGREEMENT" and together with the Existing 2002 Credit Agreement, collectively, the "EXISTING CREDIT AGREEMENTS") pursuant to which the Existing 2000 Lenders have agreed to make made loans to Borrower Mortgagor and issue or cause to be issued any letters of credit for the benefit of Borrower Mortgagor (individually, an "Existing Letter of Credit" and collectively, the "Existing Letters of CreditEXISTING 2000 LETTERS OF CREDIT") in amounts not to exceed at any one time outstanding $400,000,000, and BorrowerMortgagor, to evidence its indebtedness to the Existing 2000 Lenders under the Existing 2000 Credit Agreement, has executed and delivered xxx xxxxxxxxd to the Existing 2000 Lenders its secured promissory notes to mature not later than May 24Mxx 00, 2003 0000 (individuallythe "EXISTING 2000 LOAN NOTES") (the Existing 2000 Loan Notes, an "together with the Existing 2002 Loan Note" and Notes, collectively, the "Existing Loan NotesEXISTING LOAN NOTES"), the Existing 2000 Loan Notes being payable to the order of the Existing 2000 Lenders, bearing interest as provided for therein, and containing provisions for payment of attorneys' feesattorney's fees and acceleration of maturity in the event of default, as therein set forth.
1.2 The Existing Mortgage, together with other mortgages and deeds of trust (a) have been filed and recorded, among other places, as set forth in Schedule I hereto; (b) have been supplemented and amended by various instruments that have been filed and recorded, among other places, as set forth in Schedule II hereto; and (c) have been amended and certain items of property mortgaged thereby have been released by various instruments that have been filed and recorded, among other places, as set forth in Schedule III hereto.
1.3 Mortgagor, the Existing Lenders and the Credit Agreement Agent are, (i) terminating the commitments under the Existing 2000 Credit Agreement, and (ii) amending and restating the Existing 2002 Credit Agreement (as so amended and restated, and as the same may, from time to time hereafter, be amended, supplemented, modified or amended and restated, the "AMENDED AND RESTATED CREDIT AGREEMENT".
1.4 Mortgagor is also (a) issuing $500,000,000 in aggregate principal amount of Second Priority Senior Floating Rate Secured Notes due 2007 (the "2007 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2007 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2007 TRUSTEE"), (b) issuing $1,150,000,000 in aggregate principal amount of 8.5% Second Priority Senior Secured Fixed Rate Notes due 2010 (the "2010 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2010 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2010 TRUSTEE"), (c) issuing $900,000,000 in aggregate principal amount of 8.75% Second Priority Senior Secured Fixed Rate Notes due 2013 (the "2013 NOTES") pursuant to the Indenture dated as of July 16, 2003 (the "2013 INDENTURE") between Mortgagor and Wilmington Trust Company, as Trustee (together with its successors in such capacity, the "2013 TRUSTEE"), and (d) borrowing $750,000,000 in Term Loans (the "TERM LOANS") pursuant to a Term Loan Agreement dated as of July 16, 2003 (the "TERM LOAN AGREEMENT") between Mortgagor and Goldman Sachs Credit Partners L.P., as Administrative Agent (togethex xxxx its successors in such capacity, the "TERM LOAN ADMINISTRATIVE AGENT"). The proceeds from the issuance of the 2007 Notes, the 2010 Notes and the 2013 Notes and the borrowing of the Term Loans will be used to refinance a portion of the loans and other indebtedness outstanding under the Existing Credit Agreements.
1.5 As permitted pursuant to the Secured Debt Documents, Mortgagor may incur future debt which could, together with the obligations under the Amended and Restated Credit Agreement, constitute Priority Lien Debt and Mortgagor may incur future debt which could, together with the 2007 Notes, the 2010 Notes, the 2013 Notes and the Term Loans, constitute Parity Lien Debt, provided that the aggregate amount of the Secured Debt to be secured hereby shall not exceed $4,200,000,000. Mortgagor intends to secure the Indebtedness, including its obligations (a) under the Amended and Restated Credit Agreement and any future Priority Lien Debt, equally and ratably, on a priority basis, and, (b) subject to such priority, under the 2007 Notes, 2010 Notes, 2013 Notes and Term Loans and any future Parity Lien Debt, equally and ratably, with liens and security interests in, among other collateral, the Mortgaged Property under the Existing Mortgage, as contemplated in the Collateral Trust Agreement.
1.6 Pursuant to the Collateral Trust Agreement and that certain Assignment of Liens of even date herewith, the Credit Agreement Agent has assigned to Beneficiary, all of the Credit Agreement Agent's right, title and interest in and to, and its interest as beneficiary under, the Existing Mortgage. This Mortgage amends and restates the Existing Mortgage. The Collateral Trust Agreement sets forth the terms on which the Collateral Trustee, as trustee for the present and future holders of the Indebtedness, will receive, hold, maintain, administer, maintain, enforce and distribute this Mortgage and all interests, rights, powers and remedies of the Collateral Trustee thereunder and the proceeds thereof.
1.7 For all purposes of this Mortgage, unless the context otherwise requires:
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