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Title: |
Line of Credit Agreement |
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Entities: |
International Swaps & Derivatives Association, Inc.; Bank of New York |
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Date: |
2002 |
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Size: |
Preview shows 11KB of 38KB total |
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Price: |
$43 |
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ID: |
#952633 |
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LINE OF CREDIT AGREEMENT
THIS LINE OF CREDIT AGREEMENT (this "Agreement"), dated as of
June 14, 2002, is between GREAT PLAINS ENERGY INCORPORATED, a
Missouri corporation (herein called the "Company"), and LASALLE
BANK NATIONAL ASSOCIATION (herein called the "Bank").
On the terms and subject to the conditions set forth in this
Agreement, the Bank hereby agrees to make Advances to the
Company, from time to time on any Business Day falling during the
period from the date hereof to June 13, 2003, (the "Commitment
Termination Date"), in such amounts as the Company may from time
to time request but not exceeding $20,000,000 in aggregate
principal amount (the "Commitment Amount") at any one time
outstanding. Subject to the terms hereof, the Company may from
time to time borrow, prepay and (before the Commitment
Termination Date) reborrow Advances made pursuant to this
Agreement.
In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the meanings indicated for purposes of
this Agreement and the Note (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined):
"Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate amount of the
several loans made on the same Borrowing Date (or date of
conversion or continuation) by the Bank to the Borrower of the
same Type and, in the case of Eurodollar Advances, for the same
Interest Period.
"Alternate Base Rate" means, for any day, a rate of interest
per annum equal to the higher of (i) the Prime Rate for such day
and (ii) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum.
"Applicable Margin" means, with respect to Advances of any
Type at any time, the percentage rate per annum which is
applicable at such time with respect to Advances of such Type as
set forth in the Pricing Schedule.
"Attributable Indebtedness" means, on any date, (a) in
respect of any Capitalized Lease Obligation of any Person, the
capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP is such
lease were accounted for as a Capitalized Lease.
"Authorized Officer" means any officer or employee
designated by the Company from time to time in an incumbency
certificate, which certificate shall become effective when
received by the Bank.
"Borrower" means Great Plains Energy Incorporated, a
Missouri corporation, and it's permitted successors and assigns.
"Borrowing Date" means a date on which an Advance is made
hereunder.
"Business Day" means (i) with respect to any borrowing,
payment or rate selection of Eurodollar Advances, a day (other
than a Saturday or Sunday) on which banks generally are open in
Chicago and New York for the conduct of substantially all of
their commercial lending activities and on which dealings in
United States dollars are carried on in the London interbank
market and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago
for the conduct of substantially all of their commercial lending
activities.
"Capitalized Lease" of a Person means any lease of Property
by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.
"Capitalized Lease Obligations" of a Person means the amount
of the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.
"Consolidated EBITDA" means, for any period, for the
Borrower and its Consolidated Subsidiaries, an amount equal to
the result of (i) Consolidated Net Income plus (ii) Consolidated
Interest Charges plus (iii) the amount of taxes, based on or
measured by income, used or included in the determination of such
Consolidated Net Income plus (iv) the amount of depreciation and
amortization expense deducted in determining such Consolidated
Net Income plus (v) all other non-cash items that reduce
Consolidated Net Income for such period minus (vi) all non-cash
items that increase Consolidated Net Income for such period.
"Consolidated Interest Charges" means, for the Borrower and
its Consolidated Subsidiaries for any period, the sum of (i) all
interest, premium payments, fees, charges and related expenses of
the Borrower and its Consolidated Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, and (ii) the
portion of rent expense of the Borrower and its Consolidated
Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP. It is
understood and agreed that Consolidated Interest Charges shall
not include any obligations of the Borrower or any Consolidated
Subsidiary with respect to subordinated, deferrable interest debt
securities, and any related securities issued by a trust or other
special purpose entity in connection therewith, as long as the
maturity date of such debt securities is subsequent to the
scheduled Commitment Termination Date.
"Consolidated Net Income" means, for any period, for the
Borrower and its Consolidated Subsidiaries, the net income of the
Borrower and its Consolidated Subsidiaries from continuing
operations, excluding extraordinary items for that period.
"Consolidated Subsidiaries" means, as to any Person, each
Subsidiary of such Person (whether now existing or hereafter
created or acquired) the financial statements of which shall be
(or should have been) consolidated with the financial statements
of such Person in accordance with GAAP.
"Contingent Obligation" of a Person means any agreement,
undertaking or arrangement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any
creditor of such other Person against loss.
"DTI Company" means any of DTI Holdings, Inc. and any of its
Subsidiaries.
"Eurodollar Advance" means an Advance which bears interest
at the applicable Eurodollar Rate.
"Eurodollar Base Rate" means, with respect to a Eurodollar
Advance for the relevant Interest Period, the applicable British
Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest
Period; provided that, (i) if Reuters Screen FRBD is not
available to the Bank for any reason, the applicable Eurodollar
Base Rate for the relevant Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate
for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, and
(ii) if no such British Bankers' Association Interest Settlement
Rate is available to the Bank, the applicable Eurodollar Base
Rate for the relevant Interest Period shall instead be the rate
determined by the Bank to be the rate at which the Bank offers to
place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period,
in the approximate amount of the Bank's relevant Eurodollar Loan
and having a maturity equal to such Interest Period.
"Eurodollar Loan" means a loan which bears interest at the
applicable Eurodollar Rate.
"Eurodollar Rate" means, with respect to a Eurodollar
Advance or Eurodollar Loan for the relevant Interest Period, the
sum of (i) the quotient of (a) the Eurodollar Base Rate
applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin. The Eurodollar
Rate shall be rounded to the next higher multiple of 1/16 of 1%
if the rate is not such a multiple.
"Facility Fee Rate" means, at any time, the percentage rate
per annum at which facility fees are accruing at such time as set
forth in the Pricing Schedule.
"Federal Funds Effective Rate" means, for any date, an
interest rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the Federal
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