Exhibit 10.2
EXECUTION COPY
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 3, 2007
AMONG
WGL HOLDINGS, INC.,
THE LENDERS PARTIES HERETO,
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
AS SYNDICATION AGENT,
CITIBANK, N.A.,
SUNTRUST BANK
AND
WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS,
AND
WACHOVIA CAPITAL MARKETS, LLC,
AS LEAD ARRANGER AND BOOK RUNNER
TABLE OF CONTENTS
Page
ARTICLE I INTERPRETATION
1
1.1 Definitions
1
1.2 Other Interpretive Provisions
14
ARTICLE II CREDIT FACILITY
15
2.1 The Facility
15
2.1.1 Amount of Facility
15
2.1.2 Availability of Facility
15
2.1.3 Repayment of Facility
15
2.2 Ratable Loans
15
2.2.1 Commitment to Lend
15
2.2.2 Types of Ratable Loans
15
2.2.3 Method of Selecting Types and Interest Periods for Ratable Loans
15
2.2.4 Conversion and Continuation of Outstanding Loans
16
2.3 Competitive Bid Loans
17
2.3.1 Competitive Bid Option
17
2.3.2 Competitive Bid Quote Request
17
2.3.3 Invitation for Competitive Bid Quotes
18
2.3.4 Submission and Contents of Competitive Bid Quotes
18
2.3.5 Notice to Borrower
19
2.3.6 Acceptance and Notice by Borrower
20
2.3.7 Allocation by Administrative Agent
20
2.3.8 Administration Fee
21
2.4 Funding by Lenders; Disbursement to the Borrower
21
2.4.1 Ratable Loans
21
2.4.2 Competitive Bid Loans
21
2.5 Fees
22
2.5.1 Facility Fee
22
2.5.2 Utilization Fee
22
2.6 Reductions in Aggregate Commitments; Increases in Aggregate Commitments
22
2.6.1 Reductions
22
2.6.2 Increases
22
2.7 Extension Option
23
2.8 Term-Out Option
24
2.9 Repayments; Optional Principal Prepayments
24
2.10 Changes in Interest Rate, etc.
25
2.1