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
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1.1
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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 ”).
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1.2
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Term. The Facility is available for drawing prior to
15 September 2035 (the “ Final Maturity Date
”).
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1.3
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Purpose . The Facility is available to provide funds to
the Borrower to repay other outstanding indebtedness and for
general corporate purposes.
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1.4
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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.
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1.5
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The
indebtedness evidenced by each Advance is subordinated in terms set
out in Article 2 below.
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Article 2.
Subordination
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2.1
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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” ).
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2.2
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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
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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
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(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
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