![]() ![]() ![]() WHEREAS, the Borrower has requested that the Lender Parties provide the Facilities in order to, among other things (a) prepay a portion of the existing indebtedness under that certain Credit Agreement dated as of June 2, 2017 by and among Helix Gen Funding, LLC, as borrower, Helix Generation Holdings, LLC, Credit Suisse AG, Cayman Islands Branch, as administrative agent, the issuing banks and the lenders from time to time party thereto (the Existing Credit Agreement) in an amount equal to the Target Disposition Prepayment Amount for the Borrower as defined in the Existing Credit Agreement (the Existing Indebtedness Amount), (b) make a distribution to the Sponsor (the Closing Date Distribution), (c) finance the general corporate and working capital purposes of the Borrower, (d) issue Letters of Credit, (e) fund the Debt Service Reserve Account, (f) provide credit support to contractual counterparties, (g) fund the Major Maintenance Reserve Account and (h) pay related transaction costs, fees and expenses, and the Lender Parties are willing to provide such senior secured credit facilities on the terms and subject to the conditions set forth herein and WHEREAS, the Borrower is a party to that certain Guarantee and Collateral Agreement dated as of June 2, 2017, by and among the Borrower, Helix Gen Funding, LLC, Helix Generation Holdings, LLC, certain other guarantors from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as collateral agent (the Existing Guarantee and Collateral Agreement). Non-Reliance on Administrative Agent and Other LendersĪdministrative Agent in Its Individual Capacityįorm of Exemption Certificate (Foreign Non-Partnership Lenders)įorm of Exemption Certificate (Foreign Partnership Lenders)įorm of Insurance Brokers Closing Date Certificateįorm of Insurance Brokers Annual Certificateįorm of Letter of Credit Extension RequestĬREDIT AGREEMENT, dated as of Aug(this Agreement), is made by and among HELIX MAINE WIND DEVELOPMENT, LLC, a Maine limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the Lenders), each of the banks from time to time party hereto as a Revolving Facility Issuing Bank, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as administrative agent (in such capacity, the Administrative Agent). Partnerships, Formation of Subsidiaries, Etc. Market-Based Rate Authority Exempt Wholesale Generator StatusĬompliance with Sanctioned Persons and Anti-Terrorism LawsĬhanges in Fiscal Periods Accounting PoliciesĬlauses Restricting Subsidiary DistributionsĪmendments to and Terminations of Major Project Contracts Inspection of Property Books and Records Discussions ![]() Maintenance of Existence Compliance Contractual Obligations Investment Company Act Other RegulationsĪML Laws Anti-Corruption Laws and Sanctions Power Authorization Enforceable Obligations Mandatory Prepayments and Commitment ReductionsĪcknowledgement and Consent to Bail-In of EEA Financial Institutions The role of the book runner is simply to keep a record of how much debt each of the potential syndication banks wants to take.Optional Termination or Reduction of Commitments During the syndication process, one of the banks may fulfil the role of book runner. In large deals with multiple tranches, there may be an arranger for all, or there may be a separate arranger for each tranche. The process of selling the debt is called syndication. But, commercial lenders typically do not want to take more than a small part of the debt for a particular project and will want to pass some of the debt, and hence some of the risk, to other lenders. As a requirement of its mandate from the project sponsor, the MLA will be committed to raise the complete debt financing, which for a major project could be many hundreds of millions of dollars. ![]() The arranger often underwrites the financing, then handles syndication or builds up a group to underwrite the full amount and syndicate. In Europe the term most used is the mandated lead arranger, they generally have the leading role in the financing stage of a project. The arranger is paid either through an arranger fee, through skimming or through structuring fees. It is also called a managing underwriter or a syndicate manager. The lead arranger assigns parts of the new issue to other underwriters for placement, and usually takes the largest part itself. The lead arranger, or the mandated lead arranger ( MLA), is the investment bank or underwriter firm that facilitates and leads a group of investors in a syndicated loan for major financing. ![]()
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