NOTE PURCHASE AGREEMENT DATED SEPTEMBER 5, 2007Note Purchase Agreement |
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EXHIBIT 4.2
The
United Illuminating Company
Note
Purchase Agreement
Dated
as of September 5, 2007
Table of Contents
Section
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The United Illuminating Company
157
Church Street
PO
Box 1564
New
Haven, CT 06506-0901
As
of September 5, 2007
To
the Several Purchasers Listed
in
the Attached Schedule A:
Ladies
and Gentlemen:
The
United Illuminating Company, a Connecticut corporation (the
“Company” ), agrees with each of you
(sometimes individually a “Purchaser” and
collectively the “Purchasers” ) as
follows:
Section 1. Authorization of Notes.
The
Company has duly authorized the issue and sale of
(a) $40,000,000 aggregate principal amount of its 6.06%
Senior Notes, Series A, due September 5, 2017 (the
“Series A Notes” ), (b) $30,000,000
aggregate principal amount of its 6.06% Senior Notes, Series
B, due December 6, 2017 (the “Series B
Notes” ), (c) $44,000,000 aggregate principal
amount of its 6.26% Senior Notes, Series C, due
September 5, 2022 (the “Series C
Notes” ), (d) $33,000,000 aggregate principal
amount of its 6.26% Senior Notes, Series D, due December 6,
2022 (the “Series D Notes” ), (e)
$16,000,000 aggregate principal amount of its 6.51% Senior
Notes, Series E, due September 5, 2037 (the
“Series E Notes” ), and (f)
$12,000,000 aggregate principal amount of its 6.51% Senor
Notes, Series F, due December 6, 2037 (the “Series F
Notes” ; the Series A Notes, the Series B
Notes, the Series C Notes, the Series D Notes, the Series
E Notes and the Series F Notes being hereinafter collectively
referred to as the “Notes” ), to be
substantially in the form set out in Exhibit 1-A,
Exhibit 1-B , Exhibit 1-C, Exhibit
1-D , Exhibit 1-E and
Exhibit 1-F , as the case may
be. As used herein, the term
“Notes” shall mean all notes originally
delivered pursuant to this Agreement and all notes delivered
in substitution or exchange for any such note and, where
applicable, shall include the singular number as well as the
plural. Certain capitalized and other terms used in
this Agreement are defined in Schedule B; references to a
“Schedule” or an “Exhibit” are, unless
otherwise specified, to a Schedule or an Exhibit attached to
this Agreement.
Section 2. Sale and Purchase of Notes.
Subject
to the terms and conditions of this Agreement, the Company
will issue and sell to you and you will severally purchase
from the Company, at the Closing provided for in Section 3,
Notes in the principal amount or amounts and of the series
specified opposite your name in Schedule A at the purchase
price of 100% of the principal amount thereof. Your
obligations hereunder are several and not joint obligations
and no Purchaser shall have any liability to any Person for
the performance or non-performance by any other Purchaser
hereunder.
Section 3. Closings.
Delivery
of the Notes will be made at the offices of Chapman and Cutler
LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00
A.M. Chicago time, at two Closings (individually, a
“Closing” and collectively, the
“Closings” ). The first
Closing shall be held on September 5, 2007 (with respect to
$100,000,000 of the Notes), and the second Closing shall be
held on December 6, 2007 (with respect to $75,000,000 of
the Notes). At each Closing, the Company will
deliver to you the Notes of the series to be purchased by you
at such Closing, as set forth opposite your name on Schedule
A, in the form of a single Note for each series of the Notes
to be purchased by you (or such greater number of Notes of
each such series in denominations of at least $100,000 as you
may request prior to the Closing), dated the date of such
Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds
to the Company’s account number 304295078
at JPMorganChase Bank, ABA number
021000021.
If
at either Closing the Company shall fail to tender such Notes
to you as provided above in this Section 3, or any of the
conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election,
be relieved of all further obligations under this Agreement,
without thereby waiving any rights you may have by reason of
such failure or such nonfulfillment.
Section 4. Conditions to Closings
Your
several obligations to purchase and pay for the Notes to be
sold to you at each Closing are subject to the fulfillment to
your satisfaction, prior to or at each Closing, of the
following conditions:
Section 4.1. Representations and Warranties
. The representations and warranties of the Company in
this Agreement shall be correct when made and at the time of such
Closing.
Section 4.2. Performance; No Default
. The Company shall have performed and complied in all
material respects with all agreements and conditions contained in
this Agreement required to be performed or complied with by it
prior to or at such Closing and after giving effect to the issue
and sale of the Notes (and the concurrent application of the
proceeds thereof as contemplated by Section 5.14) no Default or
Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall
have entered into any transaction
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since
the date of the Memorandum that would have been prohibited by
Sections 10.1 to 10.7, inclusive, had such Sections applied
since such date.
Section 4.3. Compliance Certificates
.
(a)
Officer’s Certificate . The Company
shall have delivered to you an Officer’s Certificate,
dated the date of such Closing, certifying that the conditions
specified in Sections 4.1, 4.2 and 4.8 have been
fulfilled.
(b)
Secretary’s Certificate . The
Company shall have delivered to you a certificate of the
Secretary or an Assistant Secretary of the Company, dated the
date of such Closing, certifying as to the resolutions
attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of the Notes and
this Agreement.
Section 4.4. Opinions of Counsel . You
shall have received opinions in form and substance satisfactory to
you, dated the date of such Closing (a) from Wiggin and Dana LLP,
independent counsel to the Company, substantially in the form set
forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may
reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to you) and (b) from Chapman and Cutler
LLP, your special counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as you
may reasonably request.
Section 4.5. Purchase Permitted by Applicable Law,
Etc . On the date of such Closing your purchase of
Notes shall (a) be permitted by the laws and regulations of
each jurisdiction to which you are subject, without recourse to
provisions (such as section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without
restriction as to the character of the particular investment,
(b) not violate any applicable law or regulation (including
without limitation Regulation T, U or X of the Board of Governors
of the Federal Reserve System) and (c) not subject you to any
tax, penalty or liability under or pursuant to any applicable law
or regulation, which law or regulation was not in effect on the
date hereof. If requested by you, you shall have
received an Officer’s Certificate certifying as to such
matters of fact as you may reasonably specify to enable you to
determine whether such purchase is so permitted.
Section 4.6. Payment of Special Counsel Fees
. Without limiting the provisions of Section 15.1,
the Company shall have paid on or before such Closing the fees,
charges and disbursements of your special counsel referred to in
Section 4.4 to the extent reflected in a statement of such
counsel rendered to the Company at least one Business Day prior to
such Closing.
Section 4.7. Private Placement Number
. A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the
Securities Valuation Office of the National Association of
Insurance Commissioners) shall have been obtained for each series
of the Notes prior to the date of the first Closing.
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Section 4.8. Changes in Corporate Structure
. The Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation or
succeeded to all or any substantial part of the liabilities of any
other entity at any time following the date of the most recent
financial statements referred to in Schedule 5.5, except as
permitted pursuant to Section 10.6.
Section 4.9. Proceedings and Documents
. All corporate and other proceedings in connection with
the transactions contemplated by this Agreement and all documents
and instruments incident to such transactions shall be satisfactory
to you and your special counsel, and you and your special counsel
shall have received all such counterpart originals or certified or
other copies of such documents as you or they may reasonably
request.
Section 4.10. Sale of Notes to Purchasers
. Contemporaneously with each Closing, the Company shall
sell to each of the Purchasers and each of the Purchasers shall
purchase the Notes to be purchased by them at such Closing as
specified in Schedule A.
Section 4.11. Funding Instructions.
At least three Business Days prior to the date of each
Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company
confirming the information specified in Section 3
in the form of Exhibit 2.
Section 5. Representations and Warranties of the
Company.
The
Company represents and warrants to you that:
Section 5.1. Organization; Power and Authority
. The Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and
is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing could
not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The Company has the
corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the
business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions
hereof and thereof.
Section 5.2. Authorization, Etc
. This Agreement and the Notes have been duly authorized
by all necessary corporate action on the part of the Company, and
this Agreement constitutes, and upon execution and delivery thereof
each Note will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at law).
Section 5.3. Disclosure . The
Company, through its agent, Citigroup Global Markets Inc., has
delivered to you a copy of a Confidential Offering Memorandum dated
July 6, 2007
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(together
with the documents incorporated therein by reference, the
“Memorandum” ), relating to the
transactions contemplated hereby. This Agreement,
the Memorandum, the documents, certificates or other writings
delivered to you by or on behalf of the Company in connection
with the transactions contemplated hereby and described in
Schedule 5.3 (together with the Memorandum, the
“Disclosure Documents” ), and the
financial statements listed in Schedule 5.5, taken as a whole,
do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under
which they were made. Except as disclosed in the
Memorandum, since December 31, 2006, there has been no change
in the financial condition, operations, business, properties
or prospects of the Company or any Subsidiary other than
changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that
could reasonably be expected to have a Material Adverse
Effect.
Section 5.4. Organization and Ownership of Shares of
Subsidiaries; Affiliates . (a) Schedule 5.4
contains (except as noted therein) complete and correct lists (i)
of the Company’s Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its
capital stock or similar equity interests outstanding owned by the
Company and each other Subsidiary, (ii) of the Company’s
Affiliates, other than Subsidiaries, and (iii) of the
Company’s directors and senior officers.
(b)
All of the outstanding shares of capital stock or similar
equity interests of each Subsidiary shown in Schedule 5.4 as
being owned by the Company and its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned
by the Company or another Subsidiary free and clear of any
Lien (except as otherwise disclosed in Schedule
5.4).
(c)
Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation
or other legal entity and is in good standing in each
jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be
so qualified or in good standing could not, individually or in
the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the
corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease
and to transact the business it transacts and proposes to
transact.
(d)
No Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement (other than this Agreement, the
agreements listed in Schedule 5.4 and customary limitations
imposed by corporate law statutes) restricting the ability of
such Subsidiary to pay dividends out of profits or make any
other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital
stock or similar equity interests of such
Subsidiary.
Section 5.5. Financial Statements
. The Company has delivered to you copies of the
consolidated financial statements of the Company and its
Subsidiaries listed in Schedule 5.5. All of said
financial statements (including in each case the related schedules
and notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries
as
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of
the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for
the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to
normal year-end adjustments).
Section 5.6. Compliance with Laws, Other
Instruments, Etc . The execution, delivery and
performance by the Company of this Agreement and the Notes will not
(a) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any
property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other agreement or instrument
to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may
be bound or affected, (b) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment,
decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (c)
violate any provision of any statute or other rule or regulation of
any Governmental Authority applicable to the Company or any
Subsidiary.
Section 5.7. Governmental Authorizations, Etc
. No consent, approval or authorization of, notice to,
or registration, filing or declaration with, or other action by,
any Governmental Authority is required for the valid execution,
delivery or performance by the Company of this Agreement or the
Notes, except for the Connecticut Department of Public Utility
Control, whose final approval shall have been obtained on or before
the date of the first Closing.
Section 5.8. Litigation; Observance of Agreements,
Statutes and Orders . (a) There are no actions,
suits or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Subsidiary or
any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.
(b)
Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or
by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any
Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.
Section 5.9. Taxes . The Company and its
Subsidiaries have filed all tax returns that are required to have
been filed in any jurisdiction, and have paid all taxes shown to be
due and payable on such returns and all other taxes and assessments
levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any
taxes and assessments (a) the amount of which is not
individually or in the aggregate Material or (b) the amount,
applicability or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which the
Company or a Subsidiary, as the case may be, has established
adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could
reasonably be expected to have a Material Adverse
Effect. The charges,
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accruals
and reserves on the books of the Company and its Subsidiaries
in respect of United States federal, state or other taxes for
all fiscal periods are adequate. The United States
federal income tax liabilities of the Company and its
Subsidiaries have been determined by the Internal Revenue
Service and paid for all fiscal years up to and including the
fiscal year ended December 31, 2001. The United
States federal income tax liabilities of the Company and its
Subsidiaries have been included in the consolidated tax return
of UIL Holdings beginning with the fiscal year ended December
31, 2000.
Section 5.10. Title to Property; Lease
s. The Company and its Subsidiaries have good and
sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties
reflected in the most recent audited balance sheet referred to in
Section 5.5 or purported to have been acquired by the Company or
any Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business and except as
described in Section 10.5(b)), in each case free and clear of Liens
prohibited by this Agreement. All leases that
individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material
respects.
Section 5.11. Licenses, Permits, Etc
. (a) The Company and its Subsidiaries own or possess
all licenses, permits, franchises, authorizations, patents,
copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, that individually or in the
aggregate are Material, without known conflict with the rights of
others.
(b)
To the best knowledge of the Company, no product of the
Company infringes in any material respect any license, permit,
franchise, authorization, patent, copyright, proprietary
software, service mark, trademark, trade name or other right
owned by any other Person.
(c)
To the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of
its Subsidiaries with respect to any patent, copyright,
proprietary software, service mark, trademark, trade name or
other right owned or used by the Company or any of its
Subsidiaries.
Section 5.12. Compliance with ERISA
. (a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in
and could not reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any ERISA
Affiliate has incurred any liability pursuant to Title I or IV
of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of
ERISA), and no event, transaction or condition has occurred or
exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA
Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in
either case pursuant to Title I or IV of ERISA or to such
penalty or excise tax provisions or to section 401(a)(29) or 412 of
the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.
(b)
The present value of the accumulated plan benefits under the
Plan subject to Title IV of ERISA, as calculated under
Financial Accounting Standards No. 35, determined as of
the
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end
of such Plan’s most recently ended plan year, did not
exceed the aggregate current value of the assets of such Plan
disclosed in such valuation report by more than
$18,500,000. The terms “current value”
and “present value” have the meanings specified in
section 3 of ERISA.
(c)
The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent
withdrawal liabilities) under section 4201 or 4204 of ERISA in
respect of Multiemployer Plans that individually or in the
aggregate are Material.
(d)
The expected post retirement benefit obligation (determined as
of the last day of the Company’s most recently ended
fiscal year in accordance with Financial Accounting Standards
Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section
4980B of the Code) of the Company and its Subsidiaries is not
expected to have a Material Adverse Effect.
(e)
With respect to each employee benefit plan, if any, disclosed
by you in writing to the Company in accordance with Section
6.2(c), neither the Company nor any “affiliate” of
the Company (as defined in section V(c) of the QPAM Exemption)
has at this time, nor has exercised at any time during the
immediately preceding year, the authority to appoint or
terminate the “QPAM” (as defined in Part V of the
QPAM Exemption) disclosed by you to the Company pursuant to
Section 6.2(c) as manager of any of the assets of any such
plan or to negotiate the terms of any management agreement
with such QPAM on behalf of any such plan, and the Company is
not an “affiliate” (as so defined) of such
QPAM. The Company is not a party in interest with
respect to any employee benefit plan disclosed by you in
accordance with Section 6.2(b) or 6.2(e). The
execution and delivery of this Agreement and the issuance and
sale of the Notes at each Closing hereunder will not involve
any prohibited transaction (as such term is defined in section
406(a) of ERISA and section 4975(c)(1)(A)-(D) of the Code),
that could subject the Company or any holder of a Note to any
tax or penalty on prohibited transactions imposed under said
section 4975 of the Code or by section 502(i) of
ERISA. The representation by the Company in the
preceding sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of your representation in
Section 6.2 as to the source of the funds used to pay the
purchase price of the Notes to be purchased by
you.
Section 5.13. Private Offering by the Company
. Neither the Company nor anyone acting on its behalf
has offered the Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than 75 other Institutional
Investors, each of which has been offered the Notes at a private
sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration
requirements of section 5 of the Securities Act.
Section 5.14. Use of Proceeds; Margin
Regulations . The Company will apply the net
proceeds of the sale of the Notes as set forth in Schedule
5.14. No part of the proceeds from the sale of the Notes
hereunder will be used, and no part of the proceeds of such
Indebtedness being repaid was used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning
of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221), or for the purpose of buying or carrying or
trading in any securities under such
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circumstances
as to involve the Company in a violation of Regulation X of
said Board (12 CFR 224) or to involve any broker or dealer in
a violation of Regulation T of said Board (12 CFR
220). Margin stock does not constitute more than 1%
of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present
intention that margin stock will constitute more than 25% of
the value of such assets. As used in this Section,
the terms “margin stock” and
“purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation
U.
Section 5.15. Existing Indebtedness
. Schedule 5.15 sets forth a complete and correct list
of all outstanding Indebtedness of the Company and its Subsidiaries
as of the date of this Agreement. Neither the Company
nor any Subsidiary is in default, and no waiver of default is
currently in effect, in the payment of any principal or interest on
any Indebtedness of the Company or such Subsidiary, and no event or
condition exists with respect to any Indebtedness of the Company or
any Subsidiary that would permit (or that with the giving of notice
or the lapse of time, or both, would permit) one or more Persons to
cause such Indebtedness to become due and payable before its stated
maturity or before its regularly scheduled dates of
payment. Annex A to be attached hereto on the date
of the second Closing will correctly describe all outstanding
Indebtedness and any Liens secured thereby of the Company and its
Subsidiaries as of the date of the second Closing. Since
the date of the first Closing, no Indebtedness has been created,
assumed, incurred or guaranteed in violation of Sections 10.1
through 10.4.
Except
as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the
future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to
be subject to a Lien that would not be permitted by
Section 10.3.
Section 5.16. Foreign Assets Control Regulations,
Etc . (a) Neither the sale of the Notes by the
Company hereunder nor its use of the proceeds thereof will violate
the Trading with the Enemy Act, as amended, or any of the foreign
assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating
thereto.
(b)
Neither the Company nor any Subsidiary (i) is, or will become,
a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in section 1 of the Anti-Terrorism
Order or (ii) knowingly engages or will engage in any dealings
or transactions, or knowingly is or will be otherwise
associated, with any such Person. The Company and
its Subsidiaries are, to their knowledge, in compliance, in
all material respects, with the USA Patriot
Act. Neither the Company nor any Subsidiary (i) is
or will become a blocked person described in section 1 of
Executive Order 13224 of September 23, 2001 Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or
(ii) knowingly engages or will engage in any dealings or
transactions, or be otherwise associated, with any such
blocked person.
(c)
No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official
of a political party, candidate for political office, or
anyone else acting in an official capacity, in
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order
to obtain, retain or direct business or obtain any improper
advantage, in violation of the Foreign Corrupt Practices Act
of 1977, as amended.
Section 5.17. Status Under Certain Statutes
. Neither the Company nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, or
the ICC Termination Act of 1995, as amended, nor is the Company
subject to regulation under the Federal Power Act, as amended, with
respect to the execution, delivery or performance of this Agreement
or the Notes or the issuance of other securities.
Section 5.18. Environmental Matters
. Neither the Company nor any Subsidiary has knowledge
of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the
Company or any of its Subsidiaries or any of their respective real
properties now or formerly owned, leased or operated by any of them
or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as
could not reasonably be expected to result in a Material Adverse
Effect. Without limiting the foregoing,
(a)
neither the Company nor any Subsidiary has knowledge of any
facts which would give rise to any claim, public or private,
of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related
to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in
each case, such as could not reasonably be expected to result
in a Material Adverse Effect;
(b)
neither the Company nor any of its Subsidiaries has stored any
Hazardous Materials on real properties now or formerly owned,
leased or operated by any of them and has not disposed of any
Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that could reasonably be
expected to result in a Material Adverse Effect;
and
(c)
all buildings on all real properties now owned, leased or
operated by the Company or any of its Subsidiaries are in
compliance with applicable Environmental Laws, except where
failure to comply could not reasonably be expected to result
in a Material Adverse Effect.
Section 6. Representations of the
Purchaser.
Each
of you severally represents and warrants to the Company as
follows:
Section 6.1. Purchase of Notes .
You
represent that you are purchasing the Notes for your own
account or for one or more separate accounts maintained by you
or for the account of one or more pension or trust funds and
not with a view to the distribution thereof, provided
that the disposition of your or their property shall at all
times be within your or their control. You
understand that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant
to the provisions of the Securities Act or if an exemption
from registration is available, except under circumstances
where neither such registration nor such an exemption is
required by law, and that the Company is not required to
register the Notes.
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Section 6.2. Source of Funds . You
represent that at least one of the following statements is an
accurate representation as to each source of funds (a
“Source” ) to be used by you to pay the
purchase price of the Notes to be purchased by you
hereunder:
(a)
the Source is an “insurance company general
account” (as the term is defined in the United States
Department of Labor’s Prohibited Transaction Exemption (
“PTE” ) 95-60) in respect of which the
reserves and liabilities (as defined by the annual statement
for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC
Annual Statement” )) for the general account
contract(s) held by or on behalf of any employee benefit plan
together with the amount of the reserves and liabilities for
the general account contract(s) held by or on behalf of any
other employee benefit plans maintained by the same employer
(or affiliate thereof as defined in PTE 95-60) or by the same
employee organization in the general account do not exceed ten
percent (10%) of the total reserves and liabilities of the
general account (exclusive of separate account liabilities)
plus surplus as set forth in the NAIC Annual Statement filed
with such Purchaser’s state of domicile; or
(b)
the Source is a separate account that is maintained solely in
connection with such Purchaser’s fixed contractual
obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any
interest in such separate account (or to any participant or
beneficiary of such plan (including any annuitant)) are not
affected in any manner by the investment performance of the
separate account; or
(c)
the Source is either (i) an insurance company pooled separate
account, within the meaning of PTE 90-1, or (ii) a bank
collective investment fund, within the meaning of the PTE
91-38 and, except as have been disclosed by such Purchaser to
the Company in writing pursuant to this clause (c), no
employee benefit plan or group of plans maintained by the same
employer or employee organization beneficially owns more than
10% of all assets allocated to such pooled separate account or
collective investment fund; or
(d)
the Source constitutes assets of an “investment
fund” (within the meaning of Part V of the QPAM
Exemption) managed by a “qualified professional asset
manager” or “QPAM” (within the meaning of
Part V of the QPAM Exemption), no employee benefit
plan’s assets that are included in such investment fund,
when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an
affiliate (within the meaning of section V(c)(1) of the QPAM
Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total
client assets managed by such QPAM, the conditions of Part
I(c) and (g) of the QPAM Exemption are satisfied, as of the
last day of its most recent calendar quarter, the QPAM does
not own a 10% or more interest in the Company and no Person
controlling or controlled by the QPAM (applying the definition
of “control” in section V(e) of the QPAM
Exemption) owns a 20% or more interest in the Company (or less
than 20% but greater than 10%, if such Person exercises
control over the management or policies of the Company by
reason of its ownership interest) and
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11 -
(i)
the identity of such QPAM and (ii) the names of all employee
benefit plans whose assets are included in such investment
fund have been disclosed to the Company in writing pursuant to
this clause (d); or
(e)the
Source constitutes assets of a “plan(s)” (within
the meaning of section IV of PTE 96-23 (the “INHAM
Exemption” )) managed by an “in-house asset
manager” or “INHAM” (within the meaning of
Part IV of the INHAM Exemption), the conditions of Part I(a),
(g) and (h) of the INHAM Exemption are satisfied, neither the
INHAM nor a Person controlling or controlled by the INHAM
(applying the definition of “control” in Section
IV(d) of the INHAM Exemption) owns a 5% or more interest in
the Company and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets
constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or
(f)the
Source is a governmental plan; or
(g)the
Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the
Company in writing pursuant to this paragraph (f);
or
(h)the
Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of
ERISA.
As
used in this Section 6.2, the terms “employee
benefit plan” , “governmental
plan” and “separate account”
shall have the respective meanings assigned to such terms in
section 3 of ERISA.
Section 6.3. Accredited Investor
. You are an “accredited investor” as such
term is defined in Regulation D promulgated pursuant to the
Securities Act.
Section 7. Information as to Company.
Section 7.1. Financial and Business Informatio
n. The Company
shall deliver to each holder of Notes that is an Institutional
Investor:
(a)
Quarterly Statements -- within 60 days after the end
of each quarterly fiscal period in each fiscal year of the
Company (other than the last quarterly fiscal period of each
such fiscal year), duplicate copies of
(i)a
consolidated balance sheet of the Company and its Subsidiaries
as at the end of such quarter, and
(ii)consolidated
statements of income, changes in shareholders’ equity
and cash flows of the Company and its Subsidiaries, for such
quarter and (in the case of the second and third quarters) for
the portion of the fiscal year ending with such
quarter,
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12 -
setting
forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable
to quarterly financial statements generally, and certified by
a Senior Financial Officer as fairly presenting, in all
material respects, the financial position of the companies
being reported on and their results of operations and cash
flows, subject to changes resulting from year-end adjustments,
provided that delivery within the time period
specified above of copies of the Company’s Quarterly
Report on Form 10-Q prepared in compliance with the
requirements therefor and filed with the Securities and
Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);
(b)
Annual Statements -- within 105 days after the end of
each fiscal year of the Company, duplicate copies
of,
(i)a
consolidated balance sheet of the Company and its Subsidiaries
as at the end of such year, and
(ii)consolidated
statements of income, changes in shareholders’ equity
and cash flows of the Company and its Subsidiaries for such
year,
setting
forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of
independent public accountants of recognized national
standing, which opinion shall state that such financial
statements present fairly, in all material respects, the
financial position of the companies being reported upon and
their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for
such opinion in the circumstances, provided that the
delivery within the time period specified above of the
Company’s Annual Report on Form 10-K for such fiscal
year (together with the Company’s annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under
the Exchange Act) prepared in accordance with the requirements
therefor and filed with the Securities and Exchange Commission
shall be deemed to satisfy the requirements of this
Section 7.1(b);
(c)
SEC and Other Reports -- promptly upon their becoming
available, one copy of (i) each financial statement, report,
notice or proxy statement sent by UIL Holdings, the Company or
any Subsidiary to public securities holders generally or its
lending banks, (ii) each regular or periodic report, each
registration statement (without exhibits except as expressly
requested by such holder), and each prospectus and all
amendments thereto filed by UIL Holdings, the Company or any
Subsidiary with the Securities and Exchange Commission and
(iii) all press releases and other statements made
available generally by UIL Holdings, the Company or any
Subsidiary to the public concerning developments that are
Material;
(d)
Notice of Default or Event of Default -- promptly,
and in any event within five days after a Responsible Officer
becoming aware of the existence of any Default or
-
13 -
Event
of Default or that any Person has given any notice or taken
any action with respect to a claimed default hereunder or that
any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in
Section 11(f), a written notice specifying the nature and
period of existence thereof and what action the Company is
taking or proposes to take with respect thereto;
(e)
ERISA Matters -- promptly, and in any event within
five days after a Responsible Officer becoming aware of any of
the following, a written notice setting forth the nature
thereof and the action, if any, that the Company or an ERISA
Affiliate proposes to take with respect thereto:
(i)
with respect to any Plan, any reportable event, as defined in
section 4043(b) of ERISA and the regulations thereunder,
for which notice thereof has not been waived pursuant to such
regulations as in effect on the date hereof;
(ii)
the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings
under section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from
a Multiemployer Plan that such action has been taken by the
PBGC with respect to such Multiemployer Plan; or
(iii)
any event, transaction or condition that could result in the
incurrence of any liability by the Company or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to
employee benefit plans, or in the imposition of any Lien on
any of the rights, properties or assets of the Company or any
ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or
Lien, taken together with any other such liabilities or Liens
then existing, could reasonably be expected to have a Material
Adverse Effect;
(f)
Notices from Governmental Authority -- promptly, and
in any event within 30 days of receipt thereof, copies of any
notice to the Company or any Subsidiary from any United States
federal or state Governmental Authority relating to any order,
ruling, statute or other law or regulation that could
reasonably be expected to have a Material Adverse Effect;
and
(g)
Requested Information -- with reasonable promptness,
such other data and information relating to the business,
operations, affairs, financial condition, assets or properties
of the Company or any of its Subsidiaries or relating to the
ability of the Company to perform its obligations hereunder
and under the Notes as from time to time may be reasonably
requested by any such holder of Notes.
Section 7.2. Officer’s Certificate .
Each set of financial
statements delivered to a holder of Notes pursuant to Section
7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a
Senior Financial Officer setting forth:
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14 -
(a)
Covenant Compliance -- the information (including
detailed calculations) required in order to establish whether
the Company was in compliance with the requirements of
Sections 10.1 through 10.6, inclusive, during the quarterly or
annual period covered by the statements then being furnished
(including with respect to each such Section, where
applicable, the calculations of the maximum or minimum amount,
ratio or percentage, as the case may be, permissible under the
terms of such Sections, and the calculation of the amount,
ratio or percentage then in existence); and
(b)
Default -- a statement that such Senior Financial
Officer has reviewed the relevant terms hereof and has made,
or caused to be made, under his or her supervision, a review
of the transactions and conditions of the Company and its
Subsidiaries from the beginning of the quarterly or annual
period covered by the statements then being furnished to the
date of the certificate and that such review shall not have
disclosed the existence during such period of any condition or
event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists (including
without limitation any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with
any Environmental Law), specifying the nature and period of
existence thereof and what action the Company shall have taken
or proposes to take with respect thereto.
Section 7.3. Inspection . The Company shall permit the
representatives of each holder of Notes that is an Institutional
Investor:
(a)
No Default -- if no Default or Event of Default then
exists, at the expense of such holder and upon reasonable
prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and
accounts of the Company and its Subsidiaries with the
Company’s officers, and (with the consent of the
Company, which consent will not be unreasonably withheld) its
independent public accountants, and (with the consent of the
Company, which consent will not be unreasonably withheld) to
visit the other offices and properties of the Company and each
Subsidiary, all at such reasonable times and as often as may
be reasonably requested in writing; and
(b)
Default -- if a Default or Event of Default then
exists, at the expense of the Company, to visit and inspect
any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account,
records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances
and accounts with their respective officers, employees and
independent public accountants (and by this provision the
Company authorizes said accountants to discuss the affairs,
finances and accounts of the Company and its Subsidiaries),
all at such times and as often as may be
requested.
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15 -
Section 8. Prepayment of the Notes.
In
addition to the payment of the entire unpaid principal amount
of the Notes at the final maturity thereof, the Company may
make optional prepayments in respect of the Notes as
hereinafter provided.
Section 8.1. Optional Prepayments with Make-Whole
Amount . The Company may, at its option and upon
notice as provided in Section 8.2, prepay at any time all, or from
time to time any part of, the Notes of each series in proportion to
the aggregate principal amount outstanding of each series of the
Notes (in a minimum amount of $5,000,000 and otherwise in multiples
of $100,000) at the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the
Make-Whole Amount determined for the prepayment date with respect
to the respective principal amounts.
Section 8.2. Notice of Prepayment
. The Company will give each holder of Notes written
notice of each optional prepayment under Section 8.1 not less than
30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify the date
fixed for such prepayment (which shall be a Business Day), the
aggregate principal amount of each series of the Notes to be
prepaid on such date, the principal amount of Notes held by such
holder to be prepaid (determined in accordance with Section 8.3)
and the interest to be paid on the prepayment date with respect to
such principal amount being prepaid.
Each
such notice of prepayment shall be accompanied by a
certificate of a Senior Financial Officer as to the estimated
Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such
computation. Two Business Days prior to such
prepayment, the Company shall deliver to each holder of Notes
of each series a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.
Section 8.3. Allocation of Partial Prepayments
. In the case of each partial prepayment of the Notes
pursuant to Section 8.1, the principal amount of the Notes to be
prepaid shall be (a) allocated among each series of Notes in
proportion to the aggregate unpaid principal amount of each such
series of Notes and (b) allocated pro rata among all of the Notes
of each series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts
thereof.
Section 8.4. Maturity; Surrender, Etc
. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid
shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued
to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall
fail to pay such principal amount when so due and payable, together
with the interest and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to
accrue. Any Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued,
and no Note shall be issued in lieu of any prepaid principal amount
of any Note.
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16 -
Section 8.5. Purchase of Notes . The
Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes of any series except upon the payment or
prepayment of the Notes of each series in accordance with the terms
of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment or prepayment of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.
Section 8.6. Make-Whole Amount . The
term “Make-Whole Amount” means, with respect to any
Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the
Called Principal of such Note over the amount of such Called
Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following
meanings:
“Called Principal” means, with respect to any
Note, the principal of such Note that is to be prepaid pursuant to
Section 8.1 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context
requires.
“Discounted Value” means, with respect to the
Called Principal of any Note, the amount obtained by discounting
all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which
interest on the Notes is payable) equal to the Reinvestment Yield
with respect to such Called Principal.
“Reinvestment Yield” means, with respect to the
Called Principal of any Note, .50% (50 basis points) over the yield
to maturity implied by (i) the yields reported as of 10:00 a.m.
(New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the
most recently issued actively traded on the run U.S. Treasury
securities having a maturity equal to the remaining life of such
Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported as
of such time are not ascertainable (including by way of
interpolation), the Treasury Constant Maturity Series Yields
reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement
Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor
publication) for actively traded U.S. Treasury securities having a
constant maturity equal to the remaining life of such Called
Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between
(1) the actively traded U.S. Treasury security with a maturity
closest to and greater than the remaining life and (2) the actively
traded U.S. Treasury security with a maturity closest to and less
than the remaining life. The Reinvestment Yield will be
rounded to two decimal places.
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17 -
“Remaining Scheduled Payments” means, with respect
to the Called Principal of any Note, all payments of such Called
Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment
of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on
which interest payments are due to be made under the terms of the
Notes, then the amount of the next succeeding scheduled interest
payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.1 or 12.1.
“Settlement Date” means, with respect to the
Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to Section 8.1 or has become or
is declared to be immediately due and payable pursuant to Section
12.1, as the context requires.
Section 9. Affirmative Covenants.
The
Company covenants that so long as any of the Notes are
outstanding:
Section 9.1. Compliance with Law
. The Company will and will cause each of its
Subsidiaries to comply with all laws, ordinances or governmental
rules or regulations to which each of them is subject, including
without limitation the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in
each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or
failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse
Effect.
Section 9.2. Insurance . The Company
will and will cause each of its Subsidiaries to maintain, with
financially sound and reputable insurers, insurance with respect to
their respective properties and businesses against such casualties
and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations
engaged in the same or a similar business and similarly
situated.
Section 9.3. Maintenance of Properties
. The Company will and will cause each of its
Subsidiaries to maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and
condition (other than ordinary wear and tear), so that the business
carried on in connection therewith may be properly conducted at all
times, provided that this Section shall not prevent the
Company or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is
desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.
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18 -
Section 9.4. Payment of Taxes and Claims
. The Company will and will cause each of its
Subsidiaries to file all tax returns (whether filed directly by the
Company or its Subsidiaries or as part of the consolidated tax
return of UIL Holdings) required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental
charges, or levies imposed on them or any of their properties,
assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become
delinquent and all claims for which sums have become due and
payable that have or might become a Lien on properties or assets of
the Company or any Subsidiary, provided that neither the
Company nor any Subsidiary need pay any such tax or assessment or
claims if (i) the amount, applicability or validity thereof is
contested by the Company or such Subsidiary on a timely basis in
good faith and in appropriate proceedings, and the Company or a
Subsidiary has established adequate reserves therefor in accordance
with GAAP on the books of the Company or such Subsidiary or (ii)
the nonpayment of all such taxes and assessments in the aggregate
could not reasonably be expected to have a Material Adverse
Effect.
Section 9.5. Corporate Existence, Etc
. The Company will at all times preserve and keep in
full force and effect its corporate existence. Subject
to Section 10.6, the Company will at all times preserve and keep in
full force and effect the corporate existence of each of its
Subsidiaries (unless merged into the Company or a Subsidiary) and
all rights and franchises of the Company and its Subsidiaries
unless, in the good faith judgment of the Company, the termination
of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise could not, individually or
in the aggregate, have a Material Adverse Effect.
Section 10. Negative Covenants.
The
Company covenants that so long as any of the Notes are
outstanding:
Section 10.1. Maintenance of Consolidated
Indebtedness . The Company will not at any
time permit Consolidated Indebtedness to be greater than 65% of
Consolidated Capitalization.
Section 10.2. Subsidiary Indebtedness
. The Company will not permit any Subsidiary to create,
assume, incur, guarantee or otherwise become liable in respect
of
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