Exhibit 10.2.a.
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "GUARANTY") is made
and entered into as of this 8th day of March, 2002, by GREAT PLAINS
ENERGY INCORPORATED (the "GUARANTOR"), with an address at 0000 Xxxxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000, in consideration of the extension of
credit by PNC BANK, NATIONAL ASSOCIATION (the "BANK"), with an address
at One PNC Plaza, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, to
STRATEGIC ENERGY, L.L.C. (the "BORROWER"), and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged.
1. GUARANTY OF OBLIGATIONS. The Guarantor hereby guarantees,
and becomes surety for, the prompt payment of all debts, liabilities
and financial obligations owing by the Borrower to the Bank or to any
other direct or indirect subsidiary of The PNC Financial Services
Group, Inc., of any kind or nature, present or future (including any
interest accruing thereon after maturity, or after the filing of any
petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding relating to the Borrower, whether or
not a claim for post-filing or post-petition interest is allowed in
such proceeding), arising under or related to (x) that certain Letter
Agreement governing a $25,000,000 committed line of credit for the
issuance of standby letters of credit between the Borrower and the
Bank, dated March 30, 2001, as amended on or about the date herewith,
(y) each letter of credit issued by the Bank on account of the
Borrower pursuant to such Letter Agreement, and (z) that certain
Reimbursement Agreement for Standby Letter(s) of Credit executed by
the Borrower in favor of the Bank, dated November 14, 2000, as amended
(but only as it pertains to the Letter Agreement and letters of credit
issued pursuant to such Letter Agreement), and any amendments,
extensions, renewals or increases of any of the foregoing and all
costs and expenses of the Bank incurred in the documentation,
negotiation, modification, enforcement, collection or otherwise in
connection with any of the foregoing, including reasonable attorneys'
fees and expenses (hereinafter referred to collectively as the
"OBLIGATIONS"). If the Borrower defaults under any such Obligations,
the Guarantor will pay the amount due to the Bank. Notwithstanding
anything contained in this Guaranty to the contrary, in the event that
the Borrower is required to make a payment to cash-collateralize any
Letters of Credit in accordance with the terms of the Reimbursement
Agreement,
(a) the Guarantor shall not be required to provide cash
collateral for the Letters of Credit unless one of the following
events shall have occurred:
(1) the Guarantor shall fail, at any time, to cause the
ratio of (i) Total Indebtedness (as defined on Schedule A
hereto) to (ii) Total Capitalization (as defined on Schedule
A hereto) to be less than or equal to 0.65 to 1.0;
(2) the Guarantor shall permit the Interest Coverage Ratio
(as defined on Schedule A hereto) as of the end of any
fiscal quarter of the Guarantor to be less than 2.0 to 1.0;
(3) an "Event of Default" shall occur under this Guaranty;
or
(4) the Borrower or the Guarantor shall dissolve, terminate
its existence, become insolvent, have a receiver appointed
for it or any part of its property, make an assignment for
the benefit of creditors, or be subject to any proceedings
under any bankruptcy or insolvency laws; then
(b) the amount of cash collateral to be provided by the
Guarantor shall be limited to one hundred percent (100%) of the
undrawn face amount of the outstanding Letters of Credit;
provided that the Guarantor shall continue to be obligated to pay, to
the extent not paid by the Borrower, all other Obligations (including
without limitation, all fees charged in connection with the issuance
of the Letters of Credit and all reasonable attorneys fees and
expenses) whether or not cash collateral shall have been provided to
the Bank by the Guarantor or any other party.
2. NATURE OF GUARANTY; WAIVERS. This is a guaranty of payment
and not of collection and the Bank shall not be required, as a
condition of the Guarantor's liability, to make any demand upon or to
pursue any of its rights against the Borrower, or to pursue any rights
which may be available to it with respect to any other person who may
be liable for the payment of the Obligations.
This is an absolute, unconditional, irrevocable and continuing
guaranty and will remain in full force and effect until all of the
Obligations have been indefeasibly paid in full, and the Bank has
terminated this Guaranty. This Guaranty will remain in full force and
effect even if there is no principal balance outstanding under the
Obligations at a particular time or from time to time. This Guaranty
will not be affected by any surrender, exchange, acceptance,
compromise or release by the Bank of any other party, or any other
guaranty or any security held by it for any of the Obligations, by any
failure of the Bank to take any steps to perfect or maintain its lien
or security interest in or to preserve its rights to any security or
other collateral for any of the Obligations or any guaranty, or by any
irregularity, unenforceability or invalidity of any of the Obligations
or
any part thereof or any security or other guaranty thereof. The
Guarantor's obligations hereunder shall not be affected, modified or
impaired by any counterclaim, set-off, deduction or defense based upon
any claim the Guarantor may have against the Borrower or the Bank,
except payment or performance of the Obligations.
Notice of acceptance of this Guaranty, notice of extensions of
credit to the Borrower from time to time, notice of default,
diligence, presentment, notice of dishonor, protest, demand for
payment, and any defense based upon the Bank's failure to comply with
the notice requirements of the applicable version of Uniform
Commercial Code 9-504 are hereby waived. The Guarantor waives all
defenses based on suretyship or impairment of collateral.
The Bank at any time and from time to time, without the consent
of the Guarantor, and without impairing or releasing, discharging or
modifying the Guarantor's liabilities hereunder, may (a) change the
manner, place, time or terms of payment or performance of or interest
rates on, or other terms relating to, any of the Obligations;
(b) renew, substitute, modify, amend or alter, or grant consents or
waivers relating to any of the Obligations, any other guaranties, or
any security for any Obligations or guaranties; (c) apply any and all
payments by whomever paid or however realized including any proceeds
of any collateral, to any Obligations of the Borrower in such order,
manner and amount as the Bank may determine in its sole discretion;
(d) settle, compromise or deal with any other person, including the
Borrower or the Guarantor, with respect to any Obligations in such
manner as the Bank deems appropriate in its sole discretion;
(e) substitute, exchange or release any security or guaranty; or (f)
take such actions and exercise such remedies hereunder as provided
herein. The Bank shall provide the Guarantor with prompt notice of
the occurrence of any actions within the scope of clauses (a) through
(f) of this paragraph; provided, however, that failure to provide such
notice shall not affect the validity of said actions or the
Obligations of the Guarantor under this Guaranty.
3. REPAYMENTS OR RECOVERY FROM THE BANK. If any demand is made
at any time upon the Bank for the repayment or recovery of any amount
received by it in payment or on account of any of the Obligations and
if the Bank repays all or any part of such amount by reason of any
judgment, decree or order of any court or administrative body or by
reason of any settlement or compromise of any such demand, the
Guarantor will be and remain liable hereunder for the amount so repaid
or recovered to the same extent as if such amount had never been
received originally by the Bank. The provisions of this section will
be and remain effective notwithstanding any contrary action which may
have been taken by the Guarantor in reliance upon such payment, and
any such contrary action so taken will be without prejudice to the
Bank's rights hereunder and will be deemed to have been conditioned
upon such payment having become final and irrevocable.
4. FINANCIAL STATEMENTS. Unless compliance is waived in
writing by the Bank or until all of the Obligations have been paid in
full, the Guarantor will promptly submit to the Bank copies of its
Annual Report on Form 10-K and its Quarterly Report on Form 10-Q.
5. ENFORCEABILITY OF OBLIGATIONS. No modification, limitation
or discharge of the Obligations arising out of or by virtue of any
bankruptcy, reorganization or similar proceeding for relief of debtors
under federal or state law will affect, modify, limit or discharge the
Guarantor's liability in any manner whatsoever and this Guaranty will
remain and continue in full force and effect and will be enforceable
against the Guarantor to the same extent and with the same force and
effect as if any such proceeding had not been instituted. The
Guarantor waives all rights and benefits which might accrue to it by
reason of any such proceeding and will be liable to the full extent
hereunder, irrespective of any modification, limitation or discharge
of the liability of the Borrower that may result from any such
proceeding.
6. EVENTS OF DEFAULT. The occurrence of any of the following
shall be an "EVENT OF DEFAULT": (i) the Guarantor's failure to perform
any of its obligations hereunder (including without limitation, the
Guarantor's obligation to provide cash collateral for the Letters of
Credit pursuant to the terms of Section 1 above); (ii) the falsity,
inaccuracy or material breach by the Guarantor of any written
warranty, representation or statement made or furnished to the Bank by
or on behalf of the Guarantor; or (iii) the termination or attempted
termination of this Guaranty. Upon the occurrence of any Event of
Default, (a) the Guarantor shall pay to the Bank the amount of the
Obligations; or (b) on demand of the Bank, the Guarantor shall
immediately deposit with the Bank, in U.S. dollars, all amounts due or
to become due under the Obligations, and the Bank may at any time use
such funds to repay the Obligations; or (c) the Bank in its discretion
may exercise with respect to any collateral any one or more of the
rights and remedies provided a secured party under the applicable
version of the Uniform Commercial Code; or (d) the Bank in its
discretion may exercise from time to time any other rights and
remedies available to it at law, in equity or otherwise.
7. COSTS. To the extent that the Bank incurs any costs or
expenses in protecting or enforcing its rights under the Obligations
or this Guaranty, including reasonable attorneys' fees and the costs
and expenses of litigation, such costs and expenses will be due on
demand, will be included in the Obligations and will bear interest
from the incurring or payment thereof at the Default Rate (as defined
in any of the Obligations).
8. POSTPONEMENT OF SUBROGATION. Until the Obligations are
indefeasibly paid in full, the Guarantor postpones and subordinates in
favor of the Bank any and all rights which the Guarantor may have to
(a) assert any claim against the Borrower based on subrogation rights
with respect to payments made hereunder, and (b) any realization on
any property of the Borrower, including participation in any
marshalling of the Borrower's assets.
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9. NOTICES. All notices, demands, requests, consents,
approvals and other communications required or permitted hereunder
must be in writing and will be effective upon receipt. Such notices
and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-
class mail, or sent by nationally recognized overnight courier
service, to the addresses for the Bank and the Guarantor set forth
above or to such other address as one may give to the other in writing
for such purpose.
10. PRESERVATION OF RIGHTS. No delay or omission on the Bank's
part to exercise any right or power arising hereunder will impair any
such right or power or be considered a waiver of any such right or
power, nor will the Bank's action or inaction impair any such right or
power. The Bank's rights and remedies hereunder are cumulative and
not exclusive of any other rights or remedies which the Bank may have
under other agreements, at law or in equity. The Bank may proceed in
any order against the Borrower, the Guarantor or any other obligor of,
or collateral securing, the Obligations.
11. ILLEGALITY. In case any one or more of the provisions
contained in this Guaranty should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected
or impaired thereby.
12. CHANGES IN WRITING. No modification, amendment or waiver of
any provision of this Guaranty nor consent to any departure by the
Guarantor therefrom will be effective unless made in a writing signed
by the Bank, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No
notice to or demand on the Guarantor in any case will entitle the
Guarantor to any other or further notice or demand in the same,
similar or other circumstance.
13. ENTIRE AGREEMENT. This Guaranty (including the documents
and instruments referred to herein) constitutes the entire agreement
and supersedes all other prior agreements and understandings, both
written and oral, between the Guarantor and the Bank with respect to
the subject matter hereof; provided, however, that this Guaranty is in
addition to, and not in substitution for, any other guarantees from
the Guarantor to the Bank.
14. SUCCESSORS AND ASSIGNS. This Guaranty will be binding upon
and inure to the benefit of the Guarantor and the Bank and their
respective heirs, executors, administrators, successors and assigns;
PROVIDED, HOWEVER, that the Guarantor may not assign this Guaranty in
whole or in part without the Bank's prior written consent and the Bank
at any time may assign this Guaranty in whole or in part.
15. INTERPRETATION. In this Guaranty, unless the Bank and the
Guarantor otherwise agree in writing, the singular includes the plural
and the plural the singular; references to statutes are to be
construed as including all statutory provisions consolidating,
amending or replacing the statute referred to; the word "or" shall be
deemed to include "and/or", the words "including", "includes" and
"include" shall be deemed to be followed by the words "without
limitation"; and references to sections or exhibits are to those of
this Guaranty unless otherwise indicated. Section headings in this
Guaranty are included for convenience of reference only and shall not
constitute a part of this Guaranty for any other purpose. If this
Guaranty is executed by more than one party as Guarantor, the
obligations of such persons or entities will be joint and several.
16. INDEMNITY. The Guarantor agrees to indemnify each of the
Bank, its directors, officers and employees and each legal entity, if
any, who controls the Bank (the "INDEMNIFIED PARTIES") and to hold
each Indemnified Party harmless from and against any and all claims,
damages, losses, liabilities and expenses (including all fees and
charges of internal or external counsel with whom any Indemnified
Party may consult and all expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be
asserted against any Indemnified Party as a result of the execution of
or performance under this Guaranty; PROVIDED, HOWEVER, that the
foregoing indemnity agreement shall not apply to claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified
Party's gross negligence or willful misconduct. The indemnity
agreement contained in this Section shall survive the termination of
this Guaranty. The Guarantor may participate at its expense in the
defense of any such claim.
17. GOVERNING LAW AND JURISDICTION. This Guaranty has been
delivered to and accepted by the Bank and will be deemed to be made in
the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor
hereby irrevocably consents to the exclusive jurisdiction of any state
or federal court in the county or judicial district where the Bank's
office indicated above is located; provided that nothing contained in
this Guaranty will prevent the Bank from bringing any action,
enforcing any award or judgment or exercising any rights against the
Guarantor individually, against any security or against any property
of the Guarantor within any other county, state or other foreign or
domestic jurisdiction. The Guarantor acknowledges and agrees that the
venue provided above is the most convenient forum for both the Bank
and the Guarantor. The Guarantor waives any objection to venue and
any objection based on a more convenient forum in any action
instituted under this Guaranty.
18. EQUAL CREDIT OPPORTUNITY ACT. If the Guarantor is not an
"applicant for credit" under Section 202.2 (e) of the Equal Credit
Opportunity Act of 1974 ("ECOA"), the Guarantor acknowledges that (i)
this Guaranty has been executed to
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provide credit support for the Obligations, and (ii) the Guarantor was
not required to execute this Guaranty in violation of Section 202.7(d)
of the ECOA.
19. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY
AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY
DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION
CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES
THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
THE GUARANTOR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS GUARANTY, INCLUDING THE WAIVER OF JURY TRIAL,
AND HAS BEEN ADVISED BY COUNSEL AS NECESSARY OR APPROPRIATE.
WITNESS the due execution hereof as a document under seal, as of the
date first written above, with the intent to be legally bound hereby.
GREAT PLAINS ENERGY INCORPORATED
Attest: ___________________ By: ___________________________
(SEAL)
Print Name: _______________ Print Name: ___________________
Title: ____________________ Title: ________________________
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SCHEDULE A
To
GUARANTY AND SURETYSHIP AGREEMENT
DEFINED TERMS
"ATTRIBUTABLE INDEBTEDNESS" means, on any date, (a) in respect of any
Capitalized Lease Obligation of any person, the capitalized amount
thereof that would appear on a balance sheet of such person prepared
as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining
lease payments under the relevant lease that would appear on a balance
sheet of such person prepared as of such date in accordance with GAAP
if such lease were accounted for as a Capitalized Lease.
"CAPITALIZED LEASE" of a person means any lease of property by such
person as lessee which would be capitalized on a balance sheet of such
person prepared in accordance with GAAP.
"CAPITALIZED LEASE OBLIGATIONS" of a person means the amount of the
obligations of such person under Capitalized Leases which would be
shown as a liability on a balance sheet of such person prepared in
accordance with GAAP.
"CONSOLIDATED EBITDA" means, for any period, for the Guarantor and its
Consolidated Subsidiaries, an amount equal to the result of (i)
Consolidated Net Income PLUS (ii) Consolidated Interest charges PLUS
(iii) the amount of taxes, based on or measured by income, used or
included in the determination of such Consolidated Net Income PLUS
(iv) the amount of depreciation and amortization expense deducted in
determining such Consolidated Net Income PLUS (v) all other non-cash
items that reduce Consolidated Net Income for such period MINUS (vi)
all non-cash items that increase Consolidated Net Income for such
period.
"CONSOLIDATED INTEREST CHARGES" means, for the Guarantor and its
Consolidated Subsidiaries for any period, the sum of (i) all interest,
premium payments, fees, charges and related expenses of the Guarantor
and it Consolidated Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, and (ii) the portion of rent expense
of the Guarantor and its Consolidated Subsidiaries with respect to
such period under capital leases that is treated as interest in
accordance with GAAP. It is understood and agreed that Consolidated
Interest Charges shall not include any obligations of the Guarantor or
any Consolidated Subsidiary with respect to subordinated, deferrable
interest debt securities, and any related securities issued by a trust
or other special purpose entity in connection therewith.
"CONSOLIDATED NET INCOME" means, for any period, for the Guarantor and
its Consolidated Subsidiaries, the net income of the Guarantor and its
Consolidated Subsidiaries from continuing operation, excluding
extraordinary items for that period.
"CONSOLIDATED SUBSIDIARIES" means, as to any person, each Subsidiary
of such person (whether now existing or hereafter created or acquired)
the financial statement of which shall be (or should have been)
consolidated with the financial statements of such person in
accordance with GAAP.
"CONTINGENT OBLIGATION" of a person means any agreement, undertaking
or arrangement by which such person assumes, guarantees, endorses,
contingently agrees to purchase or provide fund for the payment of, or
otherwise becomes or is contingently liable upon, the obligation or
liability of any other person, or agrees to maintain the net worth or
working capital or otherwise becomes or is contingently liable upon,
the obligation or liability of any other person, or agrees to maintain
the net worth or working capital or other financical condition of any
other person, or otherwise assures any creditor of such other person
against loss.
"INDEBTEDNESS" means, as to any person at any particular time, all of
the following, without duplication, to the extent recourse may be had
to the assets or properties of such person in respect thereof: (i) all
obligations of such person for borrowed money and all obligations of
such person evidenced by bonds, debentures, notes, loan agreements or
other similar instruments; (ii) any direct or contingent obligations
of such person in the aggregate in excess of $2,000,000 arising under
letters of credit (including standby and commercial), banker's
acceptances, bank guaranties, surety bonds and similar instruments;
(ii) net obligations of such person under Swap Contracts; (iv) all
obligations of such Persons to pay the deferred purchase price of
property or services (except trade accounts payable arising, and
accrued expenses incurred, in the ordinary course of business), and
indebtedness (excluding prepaid interest thereon) secured by a lien on
property owned or being purchased by
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such person (including indebtedness arising under conditional sales or
other title retention agreements), whether or not such indebtedness
shall have been assumed by such person or is limited in recourse; (v)
cCapitalized lLease oObligations and sSynthetic lLease oObligations of
such person; and (vi) all Contingent Obligations of such person in
respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any person shall include
the Indebtedness of any partnership or joint venture in which such
person is a general partner or a joint venturer, unless such
Indebtedness is non-recourse to such person. It is understood and
agreed that Indebtedness (including Contingent Obligations) shall not
include any obligations of the Guarantor with respect to subordinated,
deferrable interest debt securities, and any related securities issued
by a trust or other special purpose entity in connection therewith, as
long as the maturity date of such debt is subsequent to the scheduled
facility termination date for the Guarantor's existing Credit
Agreement; PROVIDED that the amount of mandatory principal
amortization or defeasance of such debt prior to the scheduled
facility termination date shall be included in this definition of
Indebtedness. The amount of any cCapitalized lLease oObligation ofr
Synthetic Lease Obligation as of any date shall be deemed to be the
amount of aAttributable iIndebtedness in respect thereof as of such
date.
"INTEREST COVERAGE RATIO" means, as of any date of determination, the
ratio of (a) Consolidated EBITDA for the period of the four prior
fiscal quarters ending on such date to (b) Consolidated Interest
Charges during such period.
"PROJECT FINANCE SUBSIDIARY" means any Subsidiary that meets the
following requirements: (i) it is primarily engaged, directly or
indirectly, in the ownership, operation and/or financing of
independent power production and related facilities and assets; and
(ii) neither the Guarantor nor any other Subsidiary (other than
another Project Finance Subsidiary) has any liability, contingent or
otherwise, for the Indebtedness or other obligations of such
Subsidiary (other than non-recourse liability resulting from the
pledge of stock of such Subsidiary).
"SHAREHOLDERS' EQUITY" means, as of any date of determination for the
Borrower and its Consolidated Subsidiaries on a consolidated basis,
shareholders' equity as of that date determined in accordance with
GAAP.
"SWAP CONTRACT" means (i) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or forward
bond index transactions, collar transactions, currency swap
transaction, cross-currency rate swap transaction, currency options,
spot contracts, or any other similar transactions or any combination
of any of the foregoing (including any option to enter into any of the
foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (ii) any and all transactions of
any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any
related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.
"SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a person
under (a) a so-called synthetic or off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such
person but which, upon the insolvency or bankruptcy of such person,
would be characterized as the indebtedness of such person (without
regard to accounting treatment).
"TOTAL CAPITALIZATION" means Total Indebtedness of the guarantor and
its Consolidated Subsidiaries plus the sum of (i) Shareholder's Equity
and (ii) to the extent not otherwise included in Indebtedness or
Shareholder's Equity, preferred and preference stock and securities of
the Guarantor and its Subsidiaries included in a consolidated balance
sheet of the Guarantor and its Consolidated Subsidiaries in accordance
with GAAP.
"TOTAL INDEBTEDNESS" means all Indebtedness of the Guarantor and its
Consolidated Subsidiaries on a consolidated basis, excluding (i)
Indebtedness arising under Swap Contracts entered into in the ordinary
course of business to hedge bona fide transactions and business risks
and not for speculation, (ii) Indebtedness of Project Finance
Subsidiaries, (iii) Contingent Obligations incurred after May 15, 1996
with respect to Indebtedness of Strategic Energy, L.L.C. in an
aggregate amount not exceeding $275,000,000 and (iv) Indebtedness of
KLT Investments Inc. incurred in connection with the acquisition and
maintenance of its interest (whether direct or indirect) in low income
housing projects.
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