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$77	Preview Full Doc	2003	Credit and Reimbursement Agreement Credit and Reimbursement Agreement (440K) Doc #154477: Click preview link for longer preview. CREDIT AND REIMBURSEMENT AGREEMENT This CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 31, 2001 (this "Agreement") is made by and among (a) SITHE BOSTON GENERATING, LLC, a Delaware limited liability company (the "Borrower"), (b) the financial institutions listed on the signature pages hereof under the heading "The Lenders" and the other financial institutions from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), (c) BNP PARIBAS, as administrative agent for the Lenders (the "Administrative Agent"), and (d) BAYERISCHE LANDESBANK GIROZENTRALE, in its capacity as issuer of the DSR Letter of Credit (the "DSR LC Issuer") and BNP PARIBAS, in its capacity as the issuer of the Project Letters of Credit (the "Project LC Issuer" and together with the DSR LC Issuer, the "LC Issuers"). *PRELIMINARY STATEMENT* Each of Sithe Mystic LLC, Sithe Mystic Development LLC and Sithe Fore River Development, LLC (collectively, the "Project Companies") are wholly-owned subsidiaries of the Borrower. The Borrower is a wholly-owned indirect subsidiary of Sithe Energies, Inc. ("Sithe"). Sithe Mystic LLC owns a 1,005 MW electric generating facility in operation in Boston and Everett, Massachusetts (the "Sithe Mystic Project"). Sithe Mystic Development LLC owns a 2 800 MW combined-cycle electric generating facility under construction which is adjacent to the Mystic Station Project in Everett, Massachusetts (the "Mystic 8&9 Project"). Sithe Fore River Development, LLC owns an 800 MW combined-cycle electric generating facility under construction in Weymouth and Quincy, Massachusetts (the "Fore River Project", and together with the Sithe Mystic Project and the Mystic 8&9 Project, the "Projects"). In connection with the development, construction and operation of the Projects, the Borrower has requested that the Lenders provide senior secured credit facilities in an aggregate amount of $1,250,000,000. The Lenders have agreed to provide such financing on the terms and subject to the conditions set forth in this Agreement. The Borrower will contribute a portion of the proceeds of such facilities to each of Sithe Mystic Development and Sithe Fore River for the payment of Project Costs. The Borrower will use a portion of the proceeds of such facilities to repay the $116,561,970.91 (together with accrued interest from February 1, 2001 until the date repaid) of outstanding indebtedness incurred in connection with the acquisition by Sithe New England Holdings, LLC of certain assets of Boston Edison Company. In addition, on the Closing Date, the Borrower may make a reimbursement to Sithe (or any Affiliate thereof) in respect of certain Pre-Closing Project Costs in an amount equal to $317,298,521.59. The Borrower's Obligations hereunder will be guaranteed by each Project Company pursuant to the terms and conditions of that certain Project Company Guarantee dated as of the date hereof in favor of the Collateral Agent, on behalf of all Secured Parties (the "Project Company Guarantee"). Each of the Project Companies will also execute and deliver the Mortgage and the Security Agreement granting Liens on the assets owned by it to secure its obligations under the Project Company Guarantee. The Borrower's Obligations will also be secured by the Borrower Pledge Agreement, pursuant to which the Borrower's membership interests in the Project Companies shall be pledged to the Collateral Agent for the benefit of the Secured Parties. Accordingly, in consideration of the mutual promises herein contained, the parties hereby agree as follows: DEFINITIONS AND ACCOUNTING TERMS Certain Defined Terms. Except as otherwise expressly provided herein, capitalized terms used herein are defined in Annex A hereto. Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and words "to" and "until" each means "to but excluding". Accounting Principles and Terms. Except as otherwise provided in this Agreement, (a) all computations and determinations as to financial matters, and all financial statements to be delivered under this Agreement, shall be made or prepared in accordance with GAAP (including principles of consolidation where appropriate but excluding footnote disclosure on interim financial statements) and on a consistent basis and (b) all accounting terms used in this Agreement shall have the meaning respectively ascribed to such terms by such principles. Rules of Construction. When used in this Agreement: (a) "or" is not exclusive solely in the sense that where a series of items is connected with "or," the applicability of more than one of such items shall not cancel the applicability of the series and "include" and "including" are not limiting; (b) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor; (c) a reference to a Person includes its permitted successors and permitted assigns; (d) a reference to an agreement, instrument or document shall include such agreement, instrument or document as the same may be amended, modified or supplemented from time to time in accordance with its terms and as permitted by the Loan Documents; (e) the singular includes the plural and the plural includes the singular; (f) "hereby", "herein", "hereof", "hereunder" or other like words refer to this Agreement; (g) a reference herein to an Article, Section, Exhibit or Schedule without further reference is to the relevant Article, Section, Exhibit or Schedule to this Agreement; (h) time shall be of the essence with respect to the performance of all obligations; (i) all obligations are continuing obligations; and (j) the headings of the Articles, Sections and subsections are for convenience only and shall not affect the meaning of this Agreement. THE LOAN FACILITIES Project Advances. Project Commitments. Subject to the terms and conditions of this Agreement, each Lender severally shall make Project Advances to the Borrower on any Business Day on or prior to earlier of (A) the 60th day following the Second Completion Date and (B) the Date Certain. Any Project Advance or portion thereof which is prepaid cannot be reborrowed. At no time shall the aggregate principal amount of all outstanding Project Advances exceed the Aggregate Project Commitment. Each Lender's obligation to make Project Advances shall not in any event exceed the amount set forth next to such Lender's name as its "Project Commitment" on Schedule 1. Each Borrowing shall be in an aggregate amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof (or such lesser amount as shall be equal to the total amount of the unused Project Commitments available on such date). Each Lender's Project Commitment shall be reduced by the amount and on the date of such Lender's Project Advance. The Project Commitments shall terminate in their entirety at the earliest of (i) full utilization of the Aggregate Project 154477	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit and Reimbursement Agreement: Washington Group International, – Code, as amended from time to time, in effect in any specified jurisdiction. "WGI" means Washington Group International, Inc. "Working Capital Advance" means an advance by a Lender to the Borrower pursuant dt 36558 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit and Reimbursement Agreement: McGraw-Hill Companies, Inc – management policies may be amended as permitted by the Loan Documents. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor rating agency. "Scheduled Debt Service" means, for any period (without duplication), all principal payments on the Advances (excluding any _____________ dt 310900 ; NSTAR NSTAR ( Electric Utilities ) As referenced in this Credit and Reimbursement Agreement: NSTAR – the Closing Date (consolidating the pro forma balance sheets for each of the Project Companies), and (iii) with respect to each of Algonquin, Distrigas, WGI, MHI, Raytheon, Cabot LNG and NSTAR (if its audited annual financial statements are publicly available) the most recent audited annual financial statement for such Person. In the case of each of clauses (i), (ii) and ( _____________ dt 1334332 ;	Raytheon Raytheon Co. ( Conglomerates ) ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of Montreal – Credit Agreement" means the Credit Agreement dated as of May 15, 1998, among Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other _____________ Bank of Montreal – Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to the BECO Acquisition Credit Agreement as set forth on Appendix I thereto "Benefiting _____________ dt 242945 ; More...
$89	Preview Full Doc	2003	Credit and Reimbursement Agreement Credit and Reimbursement Agreement (440K) Doc #955630: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document Exhibit 10-2 CREDIT AND REIMBURSEMENT AGREEMENT This CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 31, 2001 (this "Agreement") is made by and among (a) SITHE BOSTON GENERATING, LLC, a Delaware limited liability company (the "Borrower"), (b) the financial institutions listed on the signature pages hereof under the heading "The Lenders" and the other financial institutions from time to time party hereto (each, a "Lender" . . . 955630	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit and Reimbursement Agreement: Washington Group International, Inc – that term in the definition of "Advance" herein. "Uniform Commercial Code" means the Uniform Commercial Code, as amended from time to time, in effect in any specified jurisdiction. "WGI" means Washington Group International, Inc . "Working Capital Advance" means an advance by a Lender to the Borrower pursuant to Section 2.03 of the Credit Agreement. "Working Capital Borrowing" means a borrowing consisting of _____________ dt 1384881 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit and Reimbursement Agreement: McGraw-Hill Companies, Inc – Boston Generating, as such risk management policies may be amended as permitted by the Loan Documents. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor rating agency. "Scheduled Debt Service" means, for any period (without duplication), all principal payments on the Advances (excluding any repayments of Working Capital Advances) and all _____________ dt 1516906 ; NSTAR NSTAR ( Electric Utilities ) As referenced in this Credit and Reimbursement Agreement: NSTAR – the Closing Date (consolidating the pro forma balance sheets for each of the Project Companies), and (iii) with respect to each of Algonquin, Distrigas, WGI, MHI, Raytheon, Cabot LNG and NSTAR (if its audited annual financial statements are publicly available) the most recent audited annual financial statement for such Person. In the case of each of clauses (i), (ii) and ( _____________ dt 1334346 ;	Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of Montreal – the BECO Acquisition Credit Agreement. "BECO Acquisition Credit Agreement" means the Credit Agreement dated as of May 15, 1998, among Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to _____________ Bank of Montreal – Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to the BECO Acquisition Credit Agreement as set forth on Appendix I thereto "Benefiting Project" means the Project owned by the _____________ dt 1443707 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of New York, – System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by _____________ dt 1585381 ; More...
$86	Preview Full Doc	2003	Credit and Reimbursement Agreement Credit and Reimbursement Agreement (440K) Doc #1347525: Click preview link for longer preview. CREDIT AND REIMBURSEMENT AGREEMENT This CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 31, 2001 (this "Agreement") is made by and among (a) SITHE BOSTON GENERATING, LLC, a Delaware limited liability company (the "Borrower"), (b) the financial institutions listed on the signature pages hereof under the heading "The Lenders" and the other financial institutions from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), (c) BNP PARIBAS, as administrative agent for the Lenders (the . . . 1347525	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit and Reimbursement Agreement: Washington Group International, Inc – that term in the definition of "Advance" herein. "Uniform Commercial Code" means the Uniform Commercial Code, as amended from time to time, in effect in any specified jurisdiction. "WGI" means Washington Group International, Inc . "Working Capital Advance" means an advance by a Lender to the Borrower pursuant to Section 2.03 of the Credit Agreement. "Working Capital Borrowing" means a borrowing consisting of _____________ dt 1384886 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit and Reimbursement Agreement: McGraw-Hill Companies, Inc – Boston Generating, as such risk management policies may be amended as permitted by the Loan Documents. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor rating agency. "Scheduled Debt Service" means, for any period (without duplication), all principal payments on the Advances (excluding any repayments of Working Capital Advances) and all _____________ dt 1517495 ; NSTAR NSTAR ( Electric Utilities ) As referenced in this Credit and Reimbursement Agreement: NSTAR – the Closing Date (consolidating the pro forma balance sheets for each of the Project Companies), and (iii) with respect to each of Algonquin, Distrigas, WGI, MHI, Raytheon, Cabot LNG and NSTAR (if its audited annual financial statements are publicly available) the most recent audited annual financial statement for such Person. In the case of each of clauses (i), (ii) and ( _____________ dt 1334360 ;	Peco Energy Peco Energy Co ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of Montreal – the BECO Acquisition Credit Agreement. "BECO Acquisition Credit Agreement" means the Credit Agreement dated as of May 15, 1998, among Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to _____________ Bank of Montreal – Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to the BECO Acquisition Credit Agreement as set forth on Appendix I thereto "Benefiting Project" means the Project owned by the _____________ dt 1443855 ; More...
$99	Preview Full Doc	2003	Credit and Reimbursement Agreement Credit and Reimbursement Agreement (440K) Doc #1372601: Click preview link for longer preview. CREDIT AND REIMBURSEMENT AGREEMENT This CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 31, 2001 (this "Agreement") is made by and among (a) SITHE BOSTON GENERATING, LLC, a Delaware limited liability company (the "Borrower"), (b) the financial institutions listed on the signature pages hereof under the heading "The Lenders" and the other financial institutions from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), (c) BNP PARIBAS, as administrative agent for the Lenders (the . . . 1372601	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit and Reimbursement Agreement: Washington Group International, Inc – that term in the definition of "Advance" herein. "Uniform Commercial Code" means the Uniform Commercial Code, as amended from time to time, in effect in any specified jurisdiction. "WGI" means Washington Group International, Inc . "Working Capital Advance" means an advance by a Lender to the Borrower pursuant to Section 2.03 of the Credit Agreement. "Working Capital Borrowing" means a borrowing consisting of _____________ dt 1384887 ; Exelon Generation Co Exelon Generation Co LLC ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit and Reimbursement Agreement: McGraw-Hill Companies, Inc – Boston Generating, as such risk management policies may be amended as permitted by the Loan Documents. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor rating agency. "Scheduled Debt Service" means, for any period (without duplication), all principal payments on the Advances (excluding any repayments of Working Capital Advances) and all _____________ dt 1517528 ;	NSTAR NSTAR ( Electric Utilities ) As referenced in this Credit and Reimbursement Agreement: NSTAR – the Closing Date (consolidating the pro forma balance sheets for each of the Project Companies), and (iii) with respect to each of Algonquin, Distrigas, WGI, MHI, Raytheon, Cabot LNG and NSTAR (if its audited annual financial statements are publicly available) the most recent audited annual financial statement for such Person. In the case of each of clauses (i), (ii) and ( _____________ dt 1334361 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of Montreal – the BECO Acquisition Credit Agreement. "BECO Acquisition Credit Agreement" means the Credit Agreement dated as of May 15, 1998, among Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to _____________ Bank of Montreal – Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to the BECO Acquisition Credit Agreement as set forth on Appendix I thereto "Benefiting Project" means the Project owned by the _____________ dt 1443859 ; More...
$61	Preview Full Doc	2003	Credit and Reimbursement Agreement Credit and Reimbursement Agreement (440K) Doc #1386093: Click preview link for longer preview. CREDIT AND REIMBURSEMENT AGREEMENT This CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 31, 2001 (this "Agreement") is made by and among (a) SITHE BOSTON GENERATING, LLC, a Delaware limited liability company (the "Borrower"), (b) the financial institutions listed on the signature pages hereof under the heading "The Lenders" and the other financial institutions from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), (c) BNP PARIBAS, as administrative agent for the Lenders (the . . . 1386093	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit and Reimbursement Agreement: Washington Group International, Inc – that term in the definition of "Advance" herein. "Uniform Commercial Code" means the Uniform Commercial Code, as amended from time to time, in effect in any specified jurisdiction. "WGI" means Washington Group International, Inc . "Working Capital Advance" means an advance by a Lender to the Borrower pursuant to Section 2.03 of the Credit Agreement. "Working Capital Borrowing" means a borrowing consisting of _____________ dt 1384888 ; Commonwealth Edison Commonwealth Edison Co ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit and Reimbursement Agreement: McGraw-Hill Companies, Inc – Boston Generating, as such risk management policies may be amended as permitted by the Loan Documents. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor rating agency. "Scheduled Debt Service" means, for any period (without duplication), all principal payments on the Advances (excluding any repayments of Working Capital Advances) and all _____________ dt 1517563 ;	NSTAR NSTAR ( Electric Utilities ) As referenced in this Credit and Reimbursement Agreement: NSTAR – the Closing Date (consolidating the pro forma balance sheets for each of the Project Companies), and (iii) with respect to each of Algonquin, Distrigas, WGI, MHI, Raytheon, Cabot LNG and NSTAR (if its audited annual financial statements are publicly available) the most recent audited annual financial statement for such Person. In the case of each of clauses (i), (ii) and ( _____________ dt 1334372 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit and Reimbursement Agreement: Bank of Montreal – the BECO Acquisition Credit Agreement. "BECO Acquisition Credit Agreement" means the Credit Agreement dated as of May 15, 1998, among Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to _____________ Bank of Montreal – Sithe New England, as borrower, the BECO Acquisition Lenders and Bank of Montreal as Agent, as amended, restated, supplemented or otherwise modified from time to time. "BECO Acquisition Lenders" means Bank of Montreal and each other financial institution party as a "Lender" to the BECO Acquisition Credit Agreement as set forth on Appendix I thereto "Benefiting Project" means the Project owned by the _____________ dt 1443867 ; More...
$99	Preview Full Doc	2002	Credit Agreement Credit Agreement (455K) Doc #318733: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}8 {FILENAME}a2069218zex-10_1.txt {DESCRIPTION}EXHIBIT 10.1 {TEXT} {Page} Exhibit 10.1 $350,000,000 CREDIT AGREEMENT DATED AS OF JANUARY 24, 2002 AMONG WASHINGTON GROUP INTERNATIONAL, INC. AS BORROWER AND THE LENDERS AND ISSUERS PARTY HERETO AND CREDIT SUISSE FIRST BOSTON AS ADMINISTRATIVE AND COLLATERAL MONITORING AGENT, LEAD ARRANGER AND BOOK MANAGER AND ABLECO FINANCE LLC AS DOCUMENTATION AGENT WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 {Page} CREDIT AGREEMENT, dated as of January 24, 2002, among WASHINGTON GROUP INTERNATIONAL, INC., a Delaware corporation (the "BORROWER"), the Lenders (as defined below), the Issuers (as defined below), CREDIT SUISSE FIRST BOSTON ("CSFB"), as administrative agent, collateral monitoring agent, lead arranger and book manager for the Lenders and the Issuers (in such capacity, the "ADMINISTRATIVE AGENT") and ABLECO FINANCE LLC ("ABLECO"), as documentation agent for the Lenders and the Issuers (in such capacity, the "DOCUMENTATION AGENT"). W I T N E S S E T H: WHEREAS, on May 14, 2001, Washington Group International, Inc. ("OLD WGI") and certain of its Subsidiaries (collectively, the "DEBTORS") filed a voluntary petition for relief (collectively, the "CASES") under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Nevada (the "BANKRUPTCY COURT"); WHEREAS, on May 14, 2001, Old WGI entered into a Secured Super-Priority Debtor in Possession Revolving Credit Agreement with certain of its Subsidiaries, as guarantors, the lenders and issuers named therein and CSFB, as agent for such lenders and issuers (as amended, supplemented or otherwise modified to the date hereof and, thereafter, with the consent of the Requisite Lenders, the "DIP CREDIT AGREEMENT"); WHEREAS, on July 24, 2001, the Debtors filed their Second Amended Joint Plan of Reorganization (as amended, supplemented or otherwise modified as of the date hereof and, thereafter, with the consent of the Requisite Lenders, the "PLAN OF REORGANIZATION") with the Bankruptcy Court; WHEREAS, on November 20, 2001, the Bankruptcy Court entered an order pursuant to Section 1129 of the Bankruptcy Code confirming the Plan of Reorganization (the "CONFIRMATION ORDER"); WHEREAS, as a condition to the effectiveness of the Plan of Reorganization, Old WGI is required to obtain a new senior secured credit facility, in an amount to be determined by the Debtors, and Old WGI has requested that the Lenders and Issuers make available for the purposes specified in this Agreement a revolving credit and letter of credit facility; and WHEREAS, the Lenders and Issuers are willing to make available to the Borrower such revolving credit and letter of credit facility and to assume obligations under certain letters of credit issued prior to the Petition Date, in each case upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows: {Page} ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS SECTION 1.1 DEFINED TERMS As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "ABLECO" has the meaning specified in the preamble hereto. "ADDITIONAL COMMITMENT" has the meaning specified in SECTION 2.19 (CONTINUING SYNDICATION). "ADDITIONAL LENDER" has the meaning specified in SECTION 2.19 (CONTINUING SYNDICATION). "ADJUSTED EBITDA" means, with respect to any Person for any period, the sum of (a) the product of $26,800,000 and the number of Fiscal Quarters that are within such period and end on or before the Closing Date and (b) EBITDA of such Person for any other Fiscal Quarter within such period. "ADJUSTED EURODOLLAR RATE" means, with respect to any Eurodollar Rate Loan for any Interest Period, the greater of (a) the Eurodollar Rate for such Eurodollar Rate Loan for such Interest Period and (b) 3% per annum. "ADJUSTED CD RATE" means, for any period, the "US-LIBOR-BBA" rate, as defined in the Tranche B CDs, applicable to deposits outstanding under such Tranche B CDs for such period. "ADMINISTRATIVE AGENT" has the meaning specified in the preamble to this Agreement. "AFFECTED LENDER" has the meaning specified in SECTION 2.18 (SUBSTITUTION OF LENDERS). "AFFILIATE" means, with respect to any Person, any other Person, directly or indirectly, controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person that is the beneficial owner of 5% or more of any class of Voting Stock of such Person. For the purposes of this definition, "CONTROL" means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "AGENTS" means the Administrative Agent and the Documentation Agent. "AGREEMENT" means this Credit Agreement. 2 {Page} "ALTERNATIVE CURRENCY" means any lawful currency (other than Dollars) of any of the G-10 Countries that is freely transferable into Dollars (or any other currency acceptable to the Administrative Agent in its sole discretion). "APPLICABLE COMMITMENT FEE RATE" means (a) if the corresponding fee is paid to the Fronting Lender, 3% per annum and (b) otherwise, 1.5% per annum. "APPLICABLE LENDING OFFICE" means, with respect to each Lender, its Domestic Lending Office in the case of a Base Rate Loan, and its Eurodollar Lending Office in the case of a Eurodollar Rate Loan. "APPLICABLE MARGIN" means 5.5% PER ANNUM in the case of Loans made by the Fronting Lender and Eurodollar Loans and 4.5% PER ANNUM in the case of Base Rate Loans (other than those made by the Fronting Lender). "APPROVED DEPOSIT ACCOUNT" has the meaning specified in the Pledge and Security Agreement. "APPROVED FUND" means any Fund that is advised or managed by (a) a Lender or a Tranche B Investor, (b) an Affiliate of a Lender or a Tranche B Investor or (c) an entity or Affiliate of an entity that administers or manages a Lender or a Tranche B Investor. "APPROVED SURETY BOND" means any "Standalone Bond" under and as defined in the Surety Facility. "ASSET SALE" has the meaning specified in SECTION 8.4 (SALE OF ASSETS). "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of EXHIBIT A (FORM OF ASSIGNMENT AND ACCEPTANCE). "ASSIGNMENT OF GOVERNMENT CONTRACT" has the meaning specified in the Pledge and Security Agreement. "AVAILABLE CREDIT" means, at any time, the difference between (a) the aggregate then effective Commitments and (b) the sum of (i) the aggregate Outstandings at such time and (ii) the Participation L/C Exposure at such time; PROVIDED, HOWEVER, that if such difference is negative, "AVAILABLE CREDIT" shall be zero. "BANKRUPTCY CODE" means title 11, United States Code, as amended from time to time. "BANKRUPTCY COURT" is defined in the recitals to this Agreement; PROVIDED, HOWEVER, that "BANKRUPTCY COURT" shall also mean any other court having competent jurisdiction over the Cases. "BASE RATE" means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the greater of the following: 3 {Page} (a) the Prime Rate; and (b) 0.5% per annum PLUS the Federal Funds Rate. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the "BASE RATE" shall be determined without regard to CLAUSE (b) above until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Federal Funds Rate or the Prime Rate shall be effective on the effective date of such change in the Federal Funds Rate or the Prime Rate, respectively. "BASE RATE LOAN" means any Loan during any period in which it bears interest based on the Base Rate. "BLOCKAGE NOTICE" has the meaning specified in each Deposit Account Control Agreement. "BORROWER'S ACCOUNTANTS" means Deloitte & Touche or other independent nationally-recognized public accountants acceptable to the Administrative Agent. "BORROWING" means a borrowing consisting of Revolving Loans made on the same day by the Lenders ratably according to their respective Commitments. "BUSINESS DAY" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to notices, determinations, fundings and payments in 318733	Washington Group Washington Group International Inc. ( Construction ) As referenced in this Credit Agreement: WASHINGTON GROUP INTERNATIONAL, – 10_1.txt {DESCRIPTION}EXHIBIT 10.1 {TEXT} {Page} Exhibit 10.1 $350,000,000 CREDIT AGREEMENT DATED AS OF JANUARY 24, 2002 AMONG WASHINGTON GROUP INTERNATIONAL, INC. AS BORROWER AND THE LENDERS AND ISSUERS PARTY HERETO AND CREDIT SUISSE FIRST BOSTON AS ADMINISTRATIVE AND COLLATERAL MONITORING AGENT, LEAD _____________ WASHINGTON GROUP INTERNATIONAL, – WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 {Page} CREDIT AGREEMENT, dated as of January 24, 2002, among WASHINGTON GROUP INTERNATIONAL, INC., a Delaware corporation (the "BORROWER"), the Lenders (as defined below), the Issuers (as defined below), CREDIT SUISSE FIRST BOSTON ("CSFB"), as _____________ Washington Group International, – the Issuers (in such capacity, the "DOCUMENTATION AGENT"). W I T N E S S E T H: WHEREAS, on May 14, 2001, Washington Group International, Inc. ("OLD WGI") and certain of its Subsidiaries (collectively, the "DEBTORS") filed a voluntary petition for relief (collectively, the "CASES") under Chapter _____________ Washington Group International, – Mechanical division of Westinghouse Government Services Company LLC, with principal operations in Cheswick, Pennsylvania and (b) the Cambridge Technology Center, a division of Washington Group International, Inc., an Ohio Corporation, with operations located in Cambridge and Weymouth, Massachusetts. "STANDBY LETTER OF CREDIT" means any Letter of Credit that _____________ WASHINGTON GROUP INTERNATIONAL, – a written record (including electronic mail), and addressed to the party to be notified as follows: 112 {Page} (a) if to the Borrower: WASHINGTON GROUP INTERNATIONAL, INC. 720 Park Boulevard Boise, ID 838712 Attention: George H. Juetten and Frank S. Finlayson Telecopy no: (208) 386-5922 E-Mail _____________ dt 605541 ; Ableco Finance Ableco Finance LLC ( Financial ) As referenced in this Credit Agreement: ABLECO FINANCE LLC – THE LENDERS AND ISSUERS PARTY HERETO AND CREDIT SUISSE FIRST BOSTON AS ADMINISTRATIVE AND COLLATERAL MONITORING AGENT, LEAD ARRANGER AND BOOK MANAGER AND ABLECO FINANCE LLC AS DOCUMENTATION AGENT WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 {Page} CREDIT AGREEMENT, dated as of _____________ ABLECO FINANCE LLC – administrative agent, collateral monitoring agent, lead arranger and book manager for the Lenders and the Issuers (in such capacity, the "ADMINISTRATIVE AGENT") and ABLECO FINANCE LLC ("ABLECO"), as documentation agent for the Lenders and the Issuers (in such capacity, the "DOCUMENTATION AGENT"). W I T N E S _____________ Ableco Finance LLC – Senior Vice President Farallon Engineering, LLC By: Farallon Capital Management, LLC, its Manager By: /s/ Meridee Moore ------------------------------------- Name: Meridee Moore Title: Managing Member Ableco Finance LLC , as Documentation Agent By: /s/ Kevin Genda ------------------------------------- Name: Kevin Genda Title: Senior Vice President Bank of Montreal By: /s/ Thomas E. McGraw ------------------------------------- _____________ dt 640125 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit Agreement: Bank of Montreal, – and Security Agreement. "PREPETITION CREDIT AGREEMENT" means the Credit Agreement, dated as of July 7, 2000, among Old WGI, the lenders named therein, Bank of Montreal, as syndication agent and CSFB, as administrative agent, collateral agent and arranger, as amended as of the date hereof. "PREPETITION ISSUER" means _____________ Bank of Montreal – Name: Meridee Moore Title: Managing Member Ableco Finance LLC, as Documentation Agent By: /s/ Kevin Genda ------------------------------------- Name: Kevin Genda Title: Senior Vice President Bank of Montreal By: /s/ Thomas E. McGraw ------------------------------------- Name: Thomas E. McGraw Title: Director Textron Financial Corporation By: /s/ Matthew J. Colgan ------------------------------------- Name: Matthew J. _____________ dt 592238 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York, – such day (or, if such day is not a Business Day, for the next 12 {Page} preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for _____________ dt 573917 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Credit Agreement: Fleet National Bank – Thomas E. McGraw ------------------------------------- Name: Thomas E. McGraw Title: Director Textron Financial Corporation By: /s/ Matthew J. Colgan ------------------------------------- Name: Matthew J. Colgan Title: Director Fleet National Bank By: /s/ Richard E. Lynch ------------------------------------- Name: Richard E. Lynch Title: Vice President Bank of America, N.A. By: /s/ Therese Fontaine ------------------------------------- Name: _____________ dt 626842 ; More...
$95	Preview Full Doc	2000	Credit Agreement Credit Agreement (366K) Doc #318775: Click preview link for longer preview. CREDIT AGREEMENT Dated as of July 7, 2000 among MORRISON KNUDSEN CORPORATION, THE LENDERS NAMED HEREIN BANK OF MONTREAL, as Syndication Agent, CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Collateral Agent and an Issuing Bank and as Arranger and BANK OF AMERICA, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents ================================================================================ {PAGE} Contents, p.1 TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I Definitions......................................................................................... 2 SECTION 1.01. Defined Terms........................................................................ 2 SECTION 1.02. Terms Generally...................................................................... 23 SECTION 1.03. Accounting and Financial Terms....................................................... 23 ARTICLE II The Credits......................................................................................... 24 SECTION 2.01. Term Loan and Revolving Credit Commitments........................................... 24 SECTION 2.02. Swingline Loans...................................................................... 24 SECTION 2.03. Loans ............................................................................... 25 SECTION 2.04. Borrowing Procedure.................................................................. 26 SECTION 2.05. Evidence of Debt; Repayment of Loans................................................. 27 SECTION 2.06. Fees ................................................................................ 27 SECTION 2.07. Interest on Loans.................................................................... 28 SECTION 2.08. Default Interest..................................................................... 28 SECTION 2.09. Alternate Rate of Interest........................................................... 29 SECTION 2.10. Termination and Reduction of Commitments............................................. 29 SECTION 2.11. Conversion and Continuation of Borrowings............................................ 29 SECTION 2.12. Repayment of Term Borrowings......................................................... 31 SECTION 2.13. Optional Prepayments................................................................. 31 SECTION 2.14. Mandatory Prepayments................................................................ 32 SECTION 2.15. Reserve Requirements; Change in Circumstances........................................ 34 SECTION 2.16. Change in Legality................................................................... 35 SECTION 2.17. Indemnity ........................................................................... 35 SECTION 2.18. Pro Rata Treatment................................................................... 36 SECTION 2.19. Sharing of Setoffs................................................................... 36 SECTION 2.20. Payments ............................................................................ 36 SECTION 2.21. Taxes ............................................................................... 37 SECTION 2.22. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate........................................................................ 38 SECTION 2.23. Letters of Credit. ................................................................. 39 SECTION 2.24. Increase in Commitments.............................................................. 42 ARTICLE III Representations and Warranties...................................................................... 43 SECTION 3.01. Organization; Powers................................................................. 43 SECTION 3.02. Authorization........................................................................ 43 SECTION 3.03. Enforceability....................................................................... 44 SECTION 3.04. Governmental Approvals............................................................... 44 SECTION 3.05. Financial Statements................................................................. 44 SECTION 3.06. No Material Adverse Change........................................................... 45 {/TABLE} {PAGE} Contents, p.2 {TABLE} {S} {C} SECTION 3.07. Title to Properties; Possession Under Leases........................................... 45 SECTION 3.08. Subsidiaries........................................................................... 46 SECTION 3.09. Litigation; Compliance with Laws....................................................... 46 SECTION 3.10. Agreements............................................................................. 46 SECTION 3.11. Federal Reserve Regulations............................................................ 46 SECTION 3.12. Investment Company Act; Public Utility Holding Company Act............................. 46 SECTION 3.13. Use of Proceeds........................................................................ 46 SECTION 3.14. Tax Returns............................................................................ 46 SECTION 3.15. No Material Misstatements.............................................................. 47 SECTION 3.16. Employee Benefit Plans................................................................. 47 SECTION 3.17. Environmental Matters.................................................................. 47 SECTION 3.18. Insurance.............................................................................. 48 SECTION 3.19. Security Documents..................................................................... 48 SECTION 3.20. Intellectual Property.................................................................. 49 SECTION 3.21. Location of Real Property and Leased Premises.......................................... 49 SECTION 3.22. Labor Matters.......................................................................... 49 SECTION 3.23. Solvency............................................................................... 49 SECTION 3.24. Purchase Agreement..................................................................... 49 ARTICLE IV Conditions............................................................................................ 50 SECTION 4.01. All Credit Events...................................................................... 50 SECTION 4.02. Initial Credit Event................................................................... 50 ARTICLE V Affirmative Covenants................................................................................. 52 SECTION 5.01. Existence; Businesses and Properties, Insurance........................................ 52 318775	Washington Group Washington Group International Inc. ( Construction ) ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, N.A. – BANK OF MONTREAL, as Syndication Agent, CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Collateral Agent and an Issuing Bank and as Arranger and BANK OF AMERICA, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents ================================================================================ {PAGE} Contents, p.1 TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE _____________ BANK OF AMERICA, N.A. – Title: Vice President {PAGE} BANK OF MONTREAL, individually and as Syndication Agent, by /s/ Stephen Kelly --------------------------- Name: Stephen Kelly Title: Vice President {PAGE} BANK OF AMERICA, N.A. , as a Lender and a Documentation Agent, by /s/ Charles F. Lilygren --------------------------- Name: Charles F. Lilygren Title: Managing Director {PAGE} Schedule 1. _____________ dt 640011 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit Agreement: BANK OF MONTREAL, – CREDIT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 ================================================================================ CREDIT AGREEMENT Dated as of July 7, 2000 among MORRISON KNUDSEN CORPORATION, THE LENDERS NAMED HEREIN BANK OF MONTREAL, as Syndication Agent, CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Collateral Agent and an Issuing Bank and as Arranger and BANK OF _____________ BANK OF MONTREAL, – TABLE} {PAGE} "CREDIT AGREEMENT dated as of July 7, 2000 (this "Agreement"), among MORRISON KNUDSEN CORPORATION; the Lenders (as defined in Article I); BANK OF MONTREAL, as Syndication Agent, and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York Branch (" _____________ BANK OF MONTREAL, – by /s/ Robert Hetu ---------------------------- Name: Robert Hetu Title: Vice President by /s/ Gregory R. Perry ---------------------------- Name: Gregory R. Perry Title: Vice President {PAGE} BANK OF MONTREAL, individually and as Syndication Agent, by /s/ Stephen Kelly --------------------------- Name: Stephen Kelly Title: Vice President {PAGE} BANK OF AMERICA, N.A., as _____________ dt 592355 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York, – members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, _____________ dt 573925 ; CIBC Canadian Imperial Bank of Commerce ( Regional Banks ) As referenced in this Credit Agreement: Canadian Imperial Bank of Commerce, – Delaware corporation, (ii) the Second Amended and Restated Receivables Sale Agreement, dated as of April 24, 1998, as amended, among Asset Securitization Corporation, Canadian Imperial Bank of Commerce, Raytheon and the SPV, and (iii) various ancillary documents thereto. "Federal Funds Effective Rate" shall mean, for any day, the weighted average _____________ dt 649717 ; More...