AMENDMENT NO. 4 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT
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.
2IN 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.
| BORROWER: |
| 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: |
| UNION BANK, as Lender |
| 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 |
| INSTITUTIONAL LENDER: |
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and Institutional Agent |
| By: |
/s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President |
| ISSUING BANK: |
| 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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