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Credit Agreement

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Title:

Credit Agreement

Entities:

McGraw-Hill Companies Inc.; Wisconsin Public Service Corp; Bank of New York

Date:

2001

Size:

Preview shows 22KB of 246KB total

Price:

$89

ID:

#1343739

► Loans ► Credit Agreements
► Financial ► Money Center Banks
► Services ► Printing & Publishing

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________________________________________________

CREDIT AGREEMENT

dated as of April 14, 2000

among

SUNBURY GENERATION, LLC,

as Borrower

BAYERISCHE LANDESBANK GIROZENTRALE,

CAYMAN ISLANDS BRANCH,

as WC Lender

The Term Lenders Party Hereto From Time to Time

and

BAYERISCHE LANDESBANK GIROZENTRALE,

NEW YORK BRANCH,

as Administrative Agent

___________________________

BAYERISCHE LANDESBANK GIROZENTRALE,

NEW YORK BRANCH

Arranger and Syndication Agent

________________________________________________

TABLE OF CONTENTS

SECTION 1. DEFINITIONS	1
1.01 Defined Terms	1
1.02 Terms Generally	18
1.03 Accounting Terms	19

SECTION 2. THE CREDITS	19
2.01 Commitments	19
2.02 WC Borrowings and Term Loans	19
2.03 Requests for WC Borrowings	20
2.04 Funding of Loans	21
2.05 Termination and Reduction of WC Commitment	21
2.06 Repayment of Loans; Evidence of Debt	22
2.07 Voluntary Prepayment of Loans	22
2.08 Mandatory Prepayment of Loans	23
2.09 Payments Generally; Pro Rata Treatment; Sharing of Setoffs	24
2.10 Extension of WC Commitment	25

SECTION 3. INTEREST, FEES, YIELD PROTECTION, ETC.	26
3.01 Interest	26
3.02 Interest Elections	26
3.03 Fees	28
3.04 Alternate Rate of Interest	28
3.05 Increased Costs; Illegality	28
3.06 Break Funding Payments	30
3.07 Taxes	30
3.08 Mitigation Obligations	32

SECTION 4. REPRESENTATIONS AND WARRANTIES	32
4.01 Status and Ownership	32
4.02 Power and Authority	33
4.03 Execution and Binding Effect	33
4.04 Governmental Approvals; No Conflicts	33
4.05 Licenses and Permits	33
4.06 Financial Condition; No Material Adverse Change	34
4.07 Title to and Condition of Properties	34
4.08 Leases	35
4.09 Litigation and Environmental Matters	36
4.10 Compliance with Laws and Agreements	36
4.11 Regulatory Status	36
4.12 Taxes	36
4.13 ERISA	37
4.14 Disclosure	37
4.15 Subsidiaries	37
4.16 Insurance	37
4.17 Labor Matters	37
4.18 Solvency	38
4.19 Security Documents	38
4.20 Federal Reserve Regulations	39

SECTION 5. CONDITIONS	39
5.01 Effective Date	39
5.02 Each Borrowing	43

SECTION 6. AFFIRMATIVE COVENANTS	43
6.01 Financial Statements and Other Information	44
6.02 Notices of Material Events	45
6.03 Existence; Conduct of Business	46
6.04 Payment of Obligations	46
6.05 Performance of Material Project Contracts	46
6.06 Maintenance of Properties	46
6.07 Books and Records; Inspection Rights	47
6.08 Compliance with Laws	47
6.09 Use of Proceeds	47
6.10 Information Regarding Collateral	47
6.11 Insurance	48
6.12 Casualty and Condemnation	48
6.13 Debt Service Reserve Account	49
6.14 Application of Operating Cash Flow	50
6.15 Environmental Compliance	52
6.16 Hedging Agreements	52
6.17 Further Assurances	52

SECTION 7. NEGATIVE COVENANTS	53
7.01 Debt; Preferred Equity Interests	53
7.02 Liens	53
7.03 Fundamental Changes	55
7.04 Investments, Loans, Advances, Guarantees and Acquisitions	55
7.05 Capital Expenditures	55
7.06 Asset Sales	55
7.07 Sale and Lease-Back Transactions	56
7.08 Hedging Agreements	56
7.09 Restricted Payments	56
7.10 Transactions with Affiliates	56
7.11 Modification of Material Contracts and Other Documents	57

SECTION 8. EVENTS OF DEFAULT	57

SECTION 9. THE ADMINISTRATIVE AGENT	60
9.01 Appointment	60
9.02 General Nature of Administrative Agent's Duties	60
9.03 Exercise of Powers	61
9.04 General Exculpatory Provisions	61
9.05 Administration by the Administrative Agent	62
9.06 Lenders Not Relying on Administrative Agent or Other Lenders	63
9.07 Indemnification	63
9.08 Administrative Agent in its Individual Capacity	64
9.09 Holders of Notes	64
9.10 Successor Administrative Agent	64
9.11 Additional Administrative Agents	65
9.12 Calculations	65
9.13 Other Agents	65

SECTION 10. MISCELLANEOUS	66
10.01 Notices	66
10.02 Waivers; Amendments	67
10.03 Expenses; Indemnity; Damage Waiver	69
10.04 Successors and Assigns	70
10.05 Survival	72
10.06 Counterparts; Integration; Effectiveness	72
10.07 Severability	73
10.08 Right of Setoff	73
10.09 Governing Law; Jurisdiction; Consent to Service of Process	74
10.10 WAIVER OF JURY TRIAL	74
10.11 Headings	75
10.12 Interest Rate Limitation	75
ANNEX I Principal Payment Schedule

SCHEDULES:

Schedule 1.01A	Material Project Contracts
Schedule 1.01B	Mortgaged Properties
Schedule 4.05(a)	Required Permits
Schedule 4.05(b)	Environmental Permits
Schedule 4.07(a)	Title Exceptions
Schedule 4.07(b)	Condition of Assets
Schedule 4.07(c)	Real Estate
Schedule 4.07(d)	Condemnation; First Refusal Rights
Schedule 4.08	Leases
Schedule 4.09	Litigation and Environmental Matters
Schedule 4.16	Insurance
Schedule 7.02	Existing Liens
Schedule 7.04	Existing Investments

EXHIBITS:

Exhibit A-1	Form of WC Note
Exhibit A-2	Form of Term Note
Exhibit B	Form of Assignment Agreement
Exhibit C	Form of Borrowing/Continuation Request
Exhibit D	Form of Contract Assignment
Exhibit E	Form of Subordination Agreement
Exhibit F	Form of PPL Letter of Credit
Exhibit G	Form of Debt Service Reserve Letter of Credit
Exhibit H	Form of Security Agreement
Exhibit I	Form of Opinion of Counsel

CREDIT AGREEMENT, dated as of April 14, 2000, among SUNBURY GENERATION, LLC, BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH, as WC Lender, the Term Lenders party hereto from time to time and BAYERISCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as Administrative Agent.

The parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.01 Defined Terms

As used in this Agreement, the following terms have the meanings specified in this Section.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means Bayerische Landesbank Girozentrale, New York Branch, in its capacity as administrative agent for the Lenders hereunder.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Affiliate Agreements" means, collectively, the Anthracite Silt Supply Agreement dated as of November 1, 1999 between the Borrower and Penfield, the Services Agreement dated as of November 1, 1999 between the Borrower and Penfield, the Power Purchase Agreement dated as of January 15, 2000 between the Borrower and ESI, the Brokering and Dispatch Agreement dated as of January 15, 2000 between the Borrower and ESI, the Master Affiliated Interest Agreement dated as of May 21, 1997 among the Borrower, WPSR and other Affiliates of WPSR, and the Tax Allocation Agreement dated as of September 1, 1994 among the Borrower, WPSR and other affiliates of WPSR, and any future agreements approved by the Administrative Agent to which the Borrower and any Affiliate or Affiliates are parties.

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