Second
Amended and Restated Uncommitted Subordinated Revolving Credit
Agreement
This
Second
Amended and Restated
Uncommitted
Subordinated Revolving Credit Agreement (this
“
Agreement ”),
dated as of 15 April 2005, is by and between CalEnergy Investments
C.V. (the “
Lender ”)
and CE Electric UK Ltd (the “
Borrower ”).
Whereas
the Lender and the Borrower (f/k/a CE Electric UK plc)
previously have entered into an Uncommitted Subordinated
Revolving Credit Agreement dated 31 January 2000 and an
Amended and Restated Uncommitted Subordinated Revolving Credit
Agreement dated as of 1 October 2004 (collectively, the
“
Original Agreement ”);
and
Whereas
the Lender and the Borrower wish to further amend and restate
the Original Agreement in its entirety.
Now
therefore, for good and valuable consideration, receipt of
which is hereby acknowledged, the Lender and the Borrower
hereby amend and restate the Original Agreement to read in its
entirety as follows:
The
Lender and the Borrower hereby agree as follows:
Article 1.
Terms of the Facility
|
1.1 |
The Facility .
The Lender hereby grants to the Borrower, on the terms and
conditions hereof, an uncommitted subordinated revolving credit
facility (the “
Facility ”)
in the aggregate amount of up to three hundred million British
Pounds (£300,000,000), pursuant to which the Lender will, at
the request of the Borrower make available to the Borrower the
amounts requested (each such amount, an “
Advance ”).
|
|
1.2 |
Term. The
Facility is available for drawing prior to 15 September 2035 (the
“
Final Maturity Date ”).
|
|
1.3 |
Purpose .
The Facility is available to provide funds to the Borrower to repay
other outstanding indebtedness and for general corporate
purposes.
|
|
1.4 |
Interest .
Advances shall bear interest at 7.0% per annum. Outstanding
principal plus accrued interest on each Advance shall be payable in
full on the last day of the term of such Advance.
|
| 1.5 |
The
indebtedness evidenced by each Advance is subordinated in terms set
out in Article 2 below.
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Article 2.
Subordination
| 2.1 |
The
indebtedness evidenced by each Advance is subordinated and subject
in right of payment to the prior payment in full of all other debt,
indebtedness and borrowings of the Borrower of whatever kind and
nature which is not expressed to be subordinate to the Advances,
including without limitation any indebtedness currently outstanding
or outstanding in the future from the Borrower to CE Electric UK
Holdings or CE Electric UK Funding Company (collectively,
“Senior Debt” ).
|
| 2.2 |
No
payment on account of principal of, premium (if any) or interest on
the Advances and the indebtedness evidenced by the Advances shall
be made unless and until all amounts due and payable on such Senior
Debt which fall due on or before the due date of any Advances have
been paid in full.
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| 2.3 |
Furthermore,
no payment on account of principal of, premium (if any) or interest
on the Advances and the indebtedness evidenced by the Advances
shall be made
|
(i)
unless (A) immediately after making any such payment on any
day, the Borrower has sufficient funds lawfully available to
it to be paid by way of dividends to CE Electric UK Holdings
to the extent such dividends are necessary to provide
sufficient funds to CE Electric UK Holdings and CE Electric UK
Funding Company so that CE Electric UK Holdings and CE
Electric UK Funding Company may make all regularly scheduled
debt service payment falling due within the immediately
succeeding six-month period on all debt of such entities which
is not expressed to be subordinate to any other debt of such
entities (collectively, “
Parent Company Senior Debt ”)
and (B) after giving effect to such payment of principal of,
premium (if any) or interest on the Advances, each of the Borrower,
CE Electric UK Holdings and CE Electric UK Funding Company would be
permitted to pay dividends or distributions pursuant to the terms
of the agreements in respect of such Parent Company Senior Debt,
or
(ii)
if any event of default or event which, with the passage of
time or the giving of notice, or both, could constitute an
event of default, then exists on any Senior Debt or Parent
Company S
