EX-10
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wcc_10q63006ex1010.htm
EXHIBIT 10.10
Exhibit 10.10
EXECUTION COPY
This
AMENDMENT NO. 5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of
August 23, 2000 (this “Amendment”), is made by and among (i)
XXXXXXXXXXXX-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT
SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK,
LIMITED, New York Branch, THE SANWA BANK LIMITED, UNION BANK, THE FUJI BANK LIMITED, New
York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch,
LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA as Institutional Lender and as Institutional
Agent (together with its successors in each such capacity) and each Purchasing
Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the Issuing
Bank, (together with its successors in each such capacity) (v) CREDIT SUISSE FIRST
BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED,
New York Branch, as Co-Agents (together with their successors in such capacity) and (vi)
CREDIT SUISSE FIRST BOSTON, as Agent for the Lenders, the Institutional Lenders and the
Issuing Bank (together with its successors in such capacity).
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, Amendment No. 3 dated as of January 31, 1995, Amendment No. 4 dated
as of October 19, 1995 each among Borrower, the Lenders, the Institutional Lenders, the
Issuing Bank, the Co-Agents and Agent and the letter agreement, dated July 20, 1999, from
Credit Suisse First Boston as Agent, as Issuing Bank, as Co-Agent and as Securities
Intermediary, and acknowledged and agreed to by the Borrower, the Lenders, the
Institutional Lenders and the Institutional Agent (the “Credit Agreement”) 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, capitalized terms used herein and
defined in the Credit Agreement (including Exhibit X thereto) shall have the meanings
indicated therein); 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;
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NOW,
THEREFORE, it is agreed:
Section
1. . Amendments. Subject to the limitations contained in Section 2 hereof, Exhibit
X of the Credit Agreement is hereby amended as follows:
(a) The
definition of “Lime Supplier” is hereby amended by inserting
the words “Global Stone” immediately before the word “Chemstone” therein.
(b) The
definition of “Rova I Lime Supply Agreement” is amended and
restated in its entirety as follows:
|
““Rova
I Lime Supply Agreement” means the Agreement between Xxxxxxxxxxxx-LG&E
Partners and Global Stone Chemstone Corporation for the Sale and Purchase of Lime,
Roanoke Valley I, dated as of August 23, 2000, between Borrower and Lime Supplier, and
any renewal or replacement thereof entered into pursuant to Section 6.18 of the Credit
Agreement, in each case, as amended, modified or supplemented from time to time.” | |
(c) The
definition of “Rova II Lime Supply Agreement” is amended and
restated in its entirety as follows:
|
““Rova
II Lime Supply Agreement” means the Agreement between Xxxxxxxxxxxx-LG&E
Partners and Global Stone Chemstone Corporation for the Sale and Purchase of Lime, Roanoke
Valley II, dated as of August 23, 2000, between Borrower and Lime Supplier, and any
renewal or replacement thereof entered into pursuant to Section 6.18 of the Credit
Agreement, in each case, as amended, modified or supplemented from time to time.” | |
Section
2. Limitation. Except as expressly stated herein, 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 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. Credit Agreement References. On and after the effective date of this Amendment,
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.
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Section
4. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and assigns and all
future parties to the Credit Agreement.
Section
5. Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be original, with the same effect as if the signatures hereto and thereto
were upon the same instrument. This Amendment shall become effective upon the execution
of a counterpart by each of Borrower, Agent and the Lenders and Institutional Lenders
representing the Majority Lenders.
Section
6. Governing Law. This Amendment shall for all purposes be considered a Loan
Instrument and shall be governed by; construed and interpreted in accordance with, the
laws of the State of New York without regard to principles of conflict of laws (except
for Section 5-1401 of the General Obligations Law of the State of New York).
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment through
their duly authorized representatives as of date first written above.
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XXXXXXXXXXXX
— LG&E PARTNERS,
as Borrower |
| By: |
XXXXXXXXXXXX-ROANOKE VALLEY, L.P.,
as general partner |
| | By: |
WEI-- ROANOKE VALLEY, INC.,
as general partner |
| | By: |
/s/ Xxxxxxx X. Xxxxx
Name:
Xx. Xxxxxxx X. Xxxxx
Title: Executive Vice
President |
| By: |
LG&E ROANOKE VALLEY L.P.,
as
general partner |
| | By: |
LG&E POWER 16 INCORPORATED,
as general partner |
| | By: |
/s/ C. A. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:
Vice President And Treasurer |
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|
CREDIT
SUISSE FIRST BOSTON, as Agent, Co-Agent, Lender and Issuing Bank |
| By: |
/s/ p.p. Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Asst. Vice President |
| By: |
/s/ p.p. Naval
Name: Xxxxxxxxx X. Naval
Title: Associate |
|
THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Agent and Institutional Lender |
| By: |
/s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Vice President |
|
THE
BANK OF NOVA SCOTIA, as Co-Agent and Lender |
| By: |
/s/ X. Xxxxxx
Name: X. Xxxxxx
Title: Director |
|
CREDIT
LYONNAIS, Cayman Island Branch, as Lender |
| By: |
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President |
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|
CREDIT
LYONNAIS, New York Branch, As Lender |
| By: |
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title:
Senior Vice President |
|
THE
FUJI BANK LIMITED, New York Branch, as Lender |
| By: |
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice
President & Team Leader |
|
LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, as Lender |
| By: |
___________________________________
Name:
Title: |
|
NIB
CAPITAL BANK N.V., as Co-Agent and Lender |
| By: |
/s/ Xxxxxx xxx Xxxxxx
Name: Xxxxxx xxx Xxxxxx
Title:
Vice President |
| By: |
/s/ Bas Kolenburg
Name: Bas Kolenburg
Title: Vice President |
|
THE
SANWA BANK LIMITED, as Lender |
| By: |
/s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President |
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|
THE
SUMITOMO BANK, LIMITED, New York Branch, as Co-Agent and Lender |
| By: |
/s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title:
General Manager |
| By: |
___________________________________
Name:
Title: |
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