EX-10
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wcc_10q63006ex108.htm
EXHIBIT 10.8
Exhibit 10.8
AMENDMENT NO. 4 TO
AMENDED AND RESTATED
CONSTRUCTION AND TERM
LOAN AGREEMENT
This
AMENDMENT NO. 4 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of
October 19, 1995, by and among (i) XXXXXXXXXXXX-LG&E PARTNERS, a Virginia general
partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc, THE BANK OF
NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SUMITOMO TRUST AND BANKING
CO., LTD., New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION
BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT
LYONNAIS, New York Branch, CREDIT SUISSE, Cayman Island Branch, THE TORONTO-DOMINION BANK
and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
and each Purchasing Institutional Lender, as Institutional Lenders, (iv) CREDIT SUISSE,
New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc,
THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as Co-Agents, and
(vi) CREDIT SUISSE, as Agent for the Lenders, the Institutional Lenders and the Issuing
Bank.
W I T N E S S E T H :
WHEREAS,
the Amended and Restated Construction and Term Loan Agreement, dated as of December 1,
1993, as amended by Amendment No. 1 dated as of November 4, 1994, Amendment No. 2 dated as
of December 30, 1994 and Amendment No. 3 dated as of January 31, 1995 (the “Credit
Agreement”), among Borrower, the Lenders, the Institutional Lenders, the Issuing
Bank, the Co-Agents and Agent sets forth, among other things, the terms and conditions
upon which the Lenders and the Institutional Lenders are willing to make available to
Borrower certain Loans and Institutional Loans (unless otherwise defined herein, terms
used herein and defined in the Credit Agreement shall have the meanings indicated in the
Credit Agreement, and, unless otherwise specified herein, references to any
“Article” or “Section” shall refer to the appropriate article or
section of the Credit Agreement); and
WHEREAS,
Borrower, the Lenders, the Institutional Lenders, the Issuing Bank, the Co-Agents and
Agent desire to amend the Credit Agreement as provided herein;
NOW,
THEREFORE, IT IS AGREED:
Section
1. Amendment. Subject to the limitations contained in Section 2 hereof, the
Credit Agreement is hereby amended as follows:
The
definition of “Plant Aging Allowance Amount” in Exhibit X is hereby
amended and restated in its entirety as follows:
1
“Plant Aging Allowance Amount” means, for any calendar year, the amount
set forth below under the column “Allowance for Plant Aging” opposite such
calendar year:
Calendar Year | | Allowance for Plant Aging | |
Through 1998 | | $ 0 | |
1999 | | $ 366,000 | |
2000 | | $ 57,000 | |
2001 | | $ 89,000 | |
2002 | | $ 123,000 | |
2003 | | $ 160,000 | |
2004 | | $ 295,000 | |
2005 | | $ 242,000 | |
2006 | | $ 288,000 | |
2007 | | $ 338,000 | |
2008 | | $ 389,000 | |
2009 | | $1,746,000 | |
2010 | | $ 764,000 | |
2011 | | $1,103,000 | |
2012 | | $1,472,000 | |
2013 | | $1,866,000 | |
2014 | | $ 0 | |
2015 | | $ 0 | |
Section
2. Limitations. Except as expressly stated hereby,
all of the representations, warranties, terms, covenants and conditions of the Credit
Agreement shall remain unamended and shall continue to be, and shall remain, in full
force and effect in accordance with their respective terms. This Amendment No. 4 shall be
limited precisely as provided for herein, and shall not be deemed to be a waiver of,
amendment of, consent to or modification of any other term or provision of the Credit
Agreement.
Section
3. Miscellaneous.
(a) On
and after the effective date of this Amendment No. 4, each reference in the
Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import, and each reference to the Credit
Agreement by the words “thereunder”, “thereof” or words of
like import in any Project Document, Loan Instrument or other document executed
in connection with the credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended or otherwise modified by this Amendment No. 4.
(b) This
Amendment No. 4 may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
(c) This
Amendment No. 4 shall be governed by and construed and interpreted in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws.
(d) All
agreements, covenants, conditions and provisions of this Amendment No. 4 shall
be binding upon and inure to the benefit of the successors and assigns of each
of the parties hereto.
2
IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amendment No. 4 as of the date first above written.
|
XXXXXXXXXXXX-LG&E
PARTNERS |
| By: |
XXXXXXXXXXXX-ROANOKE VALLEY, L.P.,
as general partner |
| | By: |
WEI-ROANOKE VALLEY, INC.,
as general partner |
| | By: |
/s/ Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title: Vice President |
| By: |
LG&E ROANOKE VALLEY L.P.,
as general partner |
| | By: |
LG&E POWER 16 INCORPORATED,
as general partner |
| | By: |
/s/ S. Xxxxxxxx Xxxxx
Name:
S. Xxxxxxxx Xxxxx
Title: Vice President And Controller |
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|
AGENT,
CO-AGENTS, AND LENDERS: |
|
CREDIT
SUISSE, as Agent, Co-Agent and Lender |
| By: |
/s/ p.p. Xxxxxx Xxxxxx
Name:
Title: |
| By: |
/s/ [illegible]
Name: Xxxxxxx Xxxx
Title: Associate |
|
NATIONAL
WESTMINSTER BANK PLC,
as Co-Agent and Lender |
| By: |
/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President |
|
THE
BANK OF NOVA SCOTIA, as Co-Agent and Lender |
| By: |
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Project Finance |
|
THE
SUMITOMO BANK, LIMITED, New York Branch, as Co-Agent and Lender |
| By: |
/s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Joint General Manager |
|
THE
SUMITOMO TRUST AND BANKING CO., LTD
New York Branch, as Lender |
| By: |
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice PresidentManager,
Project Finance Dept. |
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|
THE
INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, as Lender |
| By: |
/s/ [illegible]
Name:
Title: |
| By: |
/s/ [illegible]
Name:
Title: |
|
UNION
BANK OF SWITZERLAND, as Lender |
| By: |
/s/ Xxxx Xxxxx
Name: Xxxx X. Xxxxx
Title: Assistant Treasurer |
| By: |
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President |
|
THE
FUJI BANK LIMITED, Los Angeles Agency, as Lender |
| By: |
/s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Joint General Manager |
|
CREDIT
LYONNAIS, New York Branch, as Lender |
| By: |
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President |
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|
CREDIT
LYONNAIS, Cayman Island Branch, as Lender |
| By: |
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President |
|
THE
TORONTO DOMINION BANK, as Lender |
| By: |
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Director |
|
THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and Institutional Agent |
| By: |
/s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President |
|
CREDIT
SUISSE, New York Branch, as Issuing Bank |
| By: |
/s/ [illegible]
Name: Xxxxxxx Xxxx
Title: Associate |
| By: |
/s/ p.p. Xxxxxx Xxxxxx
Name:
Title: |
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