364-DAY REVOLVING CREDIT AGREEMENTRevolving Credit Agreement |
|
|
|
You are currently viewing: This Revolving Credit Agreement involves
THE ROYAL BANK OF SCOTLAND PLC, | CITIBANK N.A. | THE BANK OF NOVA SCOTIA, | DOMINION RESOURCES INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Revolving Credit Agreement by:
Exhibit 10.1
EXECUTION VERSION
$500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
among
DOMINION RESOURCES, INC.,
The Several Lenders from Time to Time Parties Hereto,
THE ROYAL BANK OF SCOTLAND PLC,
as Administrative Agent,
BARCLAYS BANK PLC AND MORGAN STANLEY BANK,
as Co-Syndication Agents,
CITIBANK N.A. AND THE BANK OF NOVA SCOTIA ,
as Co-Documentation Agents
RBS SECURITIES CORPORATION D/B/A RBS GREENWICH CAPITAL,
as Lead Arranger and Bookrunner
Dated as of July 30, 2008
Table of Contents
|
|
|
|
|
|
|
|
|
Page |
||
|
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS |
|
1 |
||
|
|
|
|
||
|
|
|
1.1 Definitions |
|
1 |
|
|
|
1.2 Computation of Time Periods; Other Definitional Provisions |
|
12 |
|
|
|
1.3 Accounting Terms |
|
13 |
|
|
|
1.4 Time |
|
13 |
|
|
|
|||
|
SECTION 2. LOANS |
|
13 |
||
|
|
|
|
||
|
|
|
2.1 Revolving Loan Commitment |
|
13 |
|
|
|
2.2 Method of Borrowing for Revolving Loans |
|
13 |
|
|
|
2.3 Funding of Revolving Loans |
|
14 |
|
|
|
2.4 Minimum Amounts of Revolving Loans |
|
15 |
|
|
|
2.5 Reductions of Revolving Loan Commitment |
|
15 |
|
|
|
2.6 RESERVED |
|
15 |
|
|
|
2.7 Notes |
|
15 |
|
|
|
2.8 RESERVED |
|
16 |
|
|
|
|||
|
SECTION 3. PAYMENTS |
|
16 |
||
|
|
|
|
||
|
|
|
3.1 Interest |
|
16 |
|
|
|
3.2 Prepayments |
|
16 |
|
|
|
3.3 Payment in Full at Maturity |
|
17 |
|
|
|
3.4 Fees |
|
17 |
|
|
|
3.5 Place and Manner of Payments |
|
17 |
|
|
|
3.6 Pro Rata Treatment |
|
18 |
|
|
|
3.7 Computations of Interest and Fees |
|
18 |
|
|
|
3.8 Sharing of Payments |
|
18 |
|
|
|
3.9 Evidence of Debt |
|
19 |
|
|
|
|||
|
SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS |
|
20 |
||
|
|
|
|
||
|
|
|
4.1 Eurodollar Revolving Loan Provisions |
|
20 |
|
|
|
4.2 Capital Adequacy |
|
21 |
|
|
|
4.3 Compensation |
|
21 |
|
|
|
4.4 Taxes |
|
22 |
|
|
|
4.5 Mitigation; Mandatory Assignment |
|
24 |
|
|
|
|||
|
SECTION 5. RESERVED |
|
24 |
||
|
|
|
|||
|
SECTION 6. CONDITIONS PRECEDENT |
|
24 |
||
|
|
|
|
||
|
|
|
6.1 Closing Conditions |
|
24 |
|
|
|
6.2 Conditions to Loans |
|
26 |
|
|
|
|
|
|
|
|
|
|||
|
SECTION 7. REPRESENTATIONS AND WARRANTIES |
|
27 |
||
|
|
|
|
||
|
|
|
7.1 Organization and Good Standing |
|
27 |
|
|
|
7.2 Due Authorization |
|
27 |
|
|
|
7.3 No Conflicts |
|
27 |
|
|
|
7.4 Consents |
|
28 |
|
|
|
7.5 Enforceable Obligations |
|
28 |
|
|
|
7.6 Financial Condition |
|
28 |
|
|
|
7.7 No Default |
|
28 |
|
|
|
7.8 Indebtedness |
|
28 |
|
|
|
7.9 Litigation |
|
28 |
|
|
|
7.10 Taxes |
|
29 |
|
|
|
7.11 Compliance with Law |
|
29 |
|
|
|
7.12 ERISA |
|
29 |
|
|
|
7.13 Government Regulation |
|
29 |
|
|
|
7.14 Solvency |
|
29 |
|
|
|
|||
|
SECTION 8. AFFIRMATIVE COVENANTS |
|
29 |
||
|
|
|
|
||
|
|
|
8.1 Information Covenants |
|
30 |
|
|
|
8.2 Preservation of Existence and Franchises |
|
31 |
|
|
|
8.3 Books and Records |
|
31 |
|
|
|
8.4 Compliance with Law |
|
31 |
|
|
|
8.5 Payment of Taxes |
|
31 |
|
|
|
8.6 Insurance |
|
32 |
|
|
|
8.7 Performance of Obligations |
|
32 |
|
|
|
8.8 ERISA |
|
32 |
|
|
|
8.9 Use of Proceeds |
|
32 |
|
|
|
8.10 Audits/Inspections |
|
33 |
|
|
|
8.11 Total Funded Debt to Capitalization |
|
33 |
|
|
|
|||
|
SECTION 9. NEGATIVE COVENANTS |
|
33 |
||
|
|
|
|
||
|
|
|
9.1 Nature of Business |
|
33 |
|
|
|
9.2 Consolidation and Merger |
|
33 |
|
|
|
9.3 Sale or Lease of Assets |
|
34 |
|
|
|
9.4 Limitation on Liens |
|
34 |
|
|
|
9.5 Fiscal Year |
|
34 |
|
|
|
|||
|
SECTION 10. EVENTS OF DEFAULT |
|
35 |
||
|
|
|
|
||
|
|
|
10.1 Events of Default |
|
35 |
|
|
|
10.2 Acceleration; Remedies |
|
37 |
|
|
|
10.3 Allocation of Payments After Event of Default |
|
37 |
ii
|
|
|
|
|
|
|
|
|
|||
|
SECTION 11. AGENCY PROVISIONS |
|
38 |
||
|
|
|
|
||
|
|
|
11.1 Appointment |
|
38 |
|
|
|
11.2 Delegation of Duties |
|
39 |
|
|
|
11.3 Exculpatory Provisions |
|
39 |
|
|
|
11.4 Reliance on Communications |
|
39 |
|
|
|
11.5 Notice of Default |
|
40 |
|
|
|
11.6 Non-Reliance on Administrative Agent and Other Lenders |
|
40 |
|
|
|
11.7 Indemnification |
|
41 |
|
|
|
11.8 Administrative Agent in Its Individual Capacity |
|
41 |
|
|
|
11.9 Successor Administrative Agent |
|
41 |
|
|
|
|||
|
SECTION 12. MISCELLANEOUS |
|
42 |
||
|
|
|
|
||
|
|
|
12.1 Notices |
|
42 |
|
|
|
12.2 Right of Set-Off; Adjustments |
|
43 |
|
|
|
12.3 Benefit of Agreement |
|
43 |
|
|
|
12.4 No Waiver; Remedies Cumulative |
|
46 |
|
|
|
12.5 Payment of Expenses, etc. |
|
46 |
|
|
|
12.6 Amendments, Waivers and Consents |
|
47 |
|
|
|
12.7 Counterparts; Telecopy |
|
48 |
|
|
|
12.8 Headings |
|
48 |
|
|
|
12.9 Defaulting Lender |
|
48 |
|
|
|
12.10 Survival of Indemnification and Representations and Warranties |
|
48 |
|
|
|
12.11 GOVERNING LAW |
|
48 |
|
|
|
12.12 WAIVER OF JURY TRIAL |
|
49 |
|
|
|
12.13 Severability |
|
49 |
|
|
|
12.14 Entirety |
|
49 |
|
|
|
12.15 Binding Effect |
|
49 |
|
|
|
12.16 Submission to Jurisdiction |
|
49 |
|
|
|
12.17 Confidentiality |
|
50 |
|
|
|
12.18 Designation of SPVs |
|
50 |
|
|
|
12.19 USA Patriot Act |
|
51 |
iii
SCHEDULES
|
|
|
|
|
Schedule 1.1 |
|
Commitment Percentages |
|
Schedule 7.8 |
|
Indebtedness |
|
Schedule 7.9 |
|
Litigation |
|
Schedule 12.1 |
|
Notices |
EXHIBITS
|
|
|
|
|
Exhibit 2.2(a) |
|
Form of Notice of Borrowing |
|
Exhibit 2.2(c) |
|
Form of Notice of Conversion/Continuation |
|
Exhibit 2.7(a) |
|
Form of Revolving Loan Note |
|
Exhibit 6.1(c) |
|
Form of Closing Certificate |
|
Exhibit 6.1(e) |
|
Form of Legal Opinion |
|
Exhibit 8.1(c) |
|
Form of Officer’s Certificate |
|
Exhibit 12.3 |
|
Form of Assignment Agreement |
iv
364-DAY REVOLVING
CREDIT AGREEMENT
364-DAY REVOLVING CREDIT AGREEMENT (this “ Credit Agreement ”), dated as of July 30, 2008 among DOMINION RESOURCES, INC., a Virginia corporation (together with its permitted successors and assigns, the “ Borrower ”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “ Lender ” and, collectively, the “Lenders”), THE ROYAL BANK OF SCOTLAND PLC, a public limited company incorporated in the United Kingdom and registered under the laws of Scotland, as administrative agent for the Lenders hereunder (in such capacity, the “ Administrative Agent ”), BARCLAYS BANK PLC and MORGAN STANLEY BANK, as Co-Syndication Agents and, CITIBANK N.A. and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents.
The parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS
1.1 Definitions .
As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:
“ Adjusted Base Rate ” means the Base Rate plus the Applicable Percentage for Base Rate Loans.
“ Adjusted Eurodollar Rate ” means the Eurodollar Rate plus the Applicable Percentage for Eurodollar Revolving Loans.
“ Administrative Agent ” means The Royal Bank of Scotland plc and any successors and assigns in such capacity.
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors or other managing persons of such corporation or other entity or (ii) to direct or cause direction of the management and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.
“ Applicable Percentage ” means, for (x) Eurodollar Revolving Loans, the LIBOR Market Rate Spread in effect from time to time, and (y) all other Revolving Loans made to the Borrower, 0%. Any adjustment in the Applicable Percentages shall be applicable to all existing Loans as well as any new Loans.
“ Available Revolving Loan Commitment ” means, as of any date of determination, the Revolving Loan Commitment as of such date minus the aggregate principal amount of all Loans outstanding as of such date.
“ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.
“ Base Rate ” means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.
“ Base Rate Loan ” means a Loan that bears interest at an Adjusted Base Rate.
“ Borrower ” has the meaning set forth in the preamble hereof.
“ Business Day ” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Revolving Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.
“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
“ Capitalization ” means the sum of (a) Total Funded Debt plus (b) Net Worth.
“ Change of Control ” means (i) the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) of beneficial ownership of more than 50% of the outstanding shares of the capital stock of the Borrower entitled to vote generally for the election of directors of the Borrower or (ii) VaPower shall cease to be a Subsidiary of the Borrower; provided , however , that should VaPower cease to be a Subsidiary of the Borrower by virtue of its merger with or into the Borrower, or with or into any other Subsidiary of the Borrower, such merger will not constitute a Change of Control.
“ Closing Date ” means the date hereof.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.
“ Commitment ” means, with respect to each Lender, such Lender’s share of the Revolving Loan Commitment based upon such Lender’s Commitment Percentage.
“ Commitment Fees ” has the meaning set forth in Section 3.4(a).
“ Commitment Fee Margin ” means Commitment Fees payable by the Borrower, the appropriate applicable percentages, in each case, corresponding to the Rating of the Borrower in effect from time to time as shown below:
2
|
|
|
|
|
|
|
|
Pricing Level |
|
Long-Term Senior Unsecured Non-Credit Enhanced Debt Rating of Borrower |
|
Applicable |
|
|
I. |
|
³ A from S&P or |
|
.07 |
% |






