text:
Abandoned Asylum An Autopsy of America's Most Creepiest Asylum
I've been inside some really creepy places over the years, but abandoned asylums truly are amongst the most chilling of these abandoned spaces. Maybe it has to do with the fact that these places remind me of how my country used to deal with the mentally ill or lack thereof. History has taught us that many of these older asylums used to have deployable living conditions at best, while others were simply design to let someone die slowly and painfully.
This is the abandoned Brownsville Asylum just south of Pittsburgh, Pennsylvania that opened in 1922 and over the years was repurposed as a general hospital until it officially closed it's doors in the early 1980's. Almost 40 years later the asylum eerily crumbles in its original state and has become a shell of its former self. As you walk through you can see hand written documents about patients scattered along the floors, old hospital beds tangled in weeds that grow through the wooded floors and even some clothes left in closets of some of the rooms. Everywhere you look there is a reminder of all the people who used to live there and its very chilling.
The asylum is incredible unsafe and has had entire floors that have collapsed over the years leaving rooms to appear as though they simply plummeted to the depths of hell.
There are several wheel chairs scattered through out the abandoned asylum and even medical tables in some of the rooms. The old metal medical lights still stand by most of the hospital beds and even some with light bulbs intact. As I walk into the last room a gust of wind came through the broken window moving the tattered drapes about creating a frightening visual that was nightmarish.
Abandoned Asylums are for the macabre obsessed not the faint-hearted, but these images can serve as a reminder of how far society has come in their conceptual view of treating the mentally ill in America and a sobering reminder of how far long we still have to go.
You Won't Believe What's Inside This Creepy Abandoned Prison
The Great Wall of Trump


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NASA Wants to Send Nuclear Rockets to the Moon and Mars
It's baaaack: Nuclear propulsion, first floated in the '60s, is hot again. President Trump's Mars ambitions might even hinge on it.
Nuclear rockets could be used to sustain human outposts on other worlds and cut the travel time to Mars in half.Photograph: Nasa
Just north of the Tennessee River near Huntsville, Alabama, there's a six-story rocket test stand in a small clearing of loblolly pines. It's here, in a secluded corner of NASA's Marshall Space Flight Center, that the US Army and NASA performed critical tests during the development of the Redstone rocket. In 1958, this rocket became the first to detonate a nuclear weapon; three years later, it carried the first American into space.
The tangled history of nukes and space is again resurfacing, just up the road from the Redstone test stand. This time NASA engineers want to create something deceptively simple: a rocket engine powered by nuclear fission.
A nuclear rocket engine would be twice as efficient as the chemical engines powering rockets today. But despite their conceptual simplicity, small-scale fission reactors are challenging to build and risky to operate because they produce toxic waste. Space travel is dangerous enough without having to worry about a nuclear meltdown. But for future human missions to the moon and Mars, NASA believes such risks may be necessary.
At the center of NASA's nuclear rocket program is Bill Emrich, the man who literally wrote the book on nuclear propulsion. "You can do chemical propulsion to Mars, but it's really hard," says Emrich. "Going further than the moon is much better with nuclear propulsion."
Emrich has been researching nuclear propulsion since the early '90s, but his work has taken on a sense of urgency as the Trump administration pushes NASA to put boots on the moon ASAP in preparation for a journey to Mars. Although you don't need a nuclear engine to get to the moon, it would be an invaluable testing ground for the technology, which will almost certainly be used on any crewed mission to Mars.
Let's get one thing clear: A nuclear engine won't hoist a rocket into orbit. That's too risky; if a rocket with a hot nuclear reactor blew up on the launch pad, you could end up with a Chernobyl-scale disaster. Instead, a regular chemically propelled rocket would hoist a nuclear-powered spacecraft into orbit, which would only then fire up its nuclear reactor. The massive amount of energy produced by these reactors could be used to sustain human outposts on other worlds and cut the travel time to Mars in half.
"Many space exploration problems require that high-density power be available at all times, and there is a class of such problems for which nuclear power is the preferred—if not the only— option," Rex Geveden, a former NASA associate administrator and CEO of the power generation company BWX Technologies, told the National Space Council in August. Geveden's sentiments were echoed by NASA Administrator Jim Bridenstine, who called nuclear propulsion a "game changer" and told Vice President Mike Pence that using fission reactors in space is "an amazing opportunity that the United States should take advantage of."
It's not the first time NASA has flirted with nuclear rockets. In the 1960s, the government developed several nuclear reactor engines that produced propulsion much more efficiently than conventional chemical rocket engines. NASA started scheming about a permanent lunar base and a first crewed mission to Mars by the early '80s. (Sound familiar?) But as with so many NASA projects, nuclear rocket engines soon fell out of favor and the office in charge of them shut down.
There were technical hurdles too. While the concept of nuclear rocket engines is simple enough—the reactor brings hydrogen to blistering temperatures and the gas is expelled through a nozzle—designing reactors that could withstand their own heat was not. Earthbound fission reactors operate at around 600 degrees Fahrenheit; the reactors used in rocket engines must be cranked to more than 4,000 degrees F.
For the last decade, Emrich and a team of engineers have been simulating the extreme conditions inside a nuclear rocket engine at the Marshall Space Flight Center. Instead of triggering a fission reaction, they use large amounts of electricity—enough to meet the power needs of several hundred average American homes—to heat the fuel cell several thousand degrees. "Think of it like a big microwave oven," Emrich says.
NASA's nuclear rocket simulator, NTREES, is testing materials that can withstand extreme heat.
Photograph: Nasa
Called NTREES, for Nuclear Thermal Rocket Element Environmental Simulator, this project has been the backbone of NASA's quiet return to nuclear propulsion. Emrich and his team use the simulator's large chamber to study how materials react to extreme heat without incurring the costs or dangers of a full nuclear engine, as NASA did in the '60s. A few years after NTREES came online, NASA folded it into a larger program to study how a nuclear engine could be integrated with the Space Launch System, the agency's next-generation, heavy-lift launch rocket.
The early programs laid the foundation for a nuclear rocket engine; NASA's next step was to develop the hardware needed to take the engine from theory to reality. In 2017, NASA awarded BWX Technologies a three-year, $19 million contract to develop the fuel and reactor components necessary for a nuclear engine. The following year, Congress earmarked $100 million in NASA's budget for the development of nuclear propulsion technologies. And this year they got another boost when Congress added another $125 million for nuclear propulsion.
But before a nuclear rocket engine gets its first flight, NASA needs to overhaul its regulations for launching nuclear materials. In August, the White House issued a memo that tasked NASA with developing safety protocols for operating nuclear reactors in space. Once they're adopted by NASA, the stage will be set for the first flight of a nuclear engine as soon as 2024. This coincides with Trump's deadline to return American astronauts to the moon; maybe this time they'll be hitching a ride on a nuclear rocket.
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🎧 Things not sounding right? Check out our favorite wireless headphones, soundbars, and Bluetooth speakers
Daniel Oberhaus is a staff writer at WIRED, where he covers space exploration and the future of energy. He is the author of Extraterrestrial Languages (MIT Press, 2019) and was previously the news editor at Motherboard.
Topicsrocketsspace explorationnuclear powernuclear

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Astute readers will note that today is Friday, but sometimes (as the late, great Douglas Adams once said), it can be hard to get the hang of Thursdays.
And speaking of late, great: the image above depicts the Singer Tower, Ernest Flagg's 1908 skyscraper in the Financial District. This was the second building Flagg completed for the Singer Manufacturing Corporation, America's premiere sewing machine company. The first, a 12-story manufacturing and retail space in SoHo, still stands at 561 Broadway, and is where Flagg tried out his unusual red-and-green color scheme. Before that tower was finished in 1904, he'd already received the commission to build Singer an office tower downtown -- and to make it the tallest in the world. The new skyscraper held that title for just two years (1908-1909) before being dethroned by the Metropolitan Life tower on Madison Square.
Having been acquired by US Steel [in the mid-1960s], plans were underway to demolish the tower to build the company's new headquarters, today known as One Liberty Plaza. Though preservationists rallied to have the Singer Tower designated a landmark, the LPC hesitated. Having been unable to find an appropriate buyer for the Jerome mansion, the LPC was leery of designating the Singer Tower only to have to find a new buyer willing to move in and preserve it. Instead, the commission declined to save it and it fell to the wrecking ball in 1968.


AMENDMENT NO. 7 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND AMENDMENT TO CERTAIN SECURITY DOCUMENTS (this "Amendment No. 7"), dated as of November 15, 2000, among Westmoreland-LG&E Partners, a Virginia general partnership (the "Borrower"), the banks party to the Credit Agreement (as defined below) as "Lenders", The Prudential Insurance Company of America and each Purchasing Institutional Lender, (The "Institutional Lenders"), The Prudential Insurance Company of America (the "Institutional Agent"), Credit Suisse First Boston, as Agent (together with its successors in such capacity, the "Agent"), Credit Suisse First Boston, NIB Capital Bank N.V., The Bank of Nova Scotia and The Sumitomo Bank, Limited, New York Branch, as Co-Agents (together with their successors in such capacity, each a "Co-Agent" and, collectively, the "Co-Agents"), and Credit Suisse First Boston, New York Branch as Issuing Bank (together with its successors in such capacity, the "Issuing Bank").
WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement and certain Security Documents as provided herein.
1. Definitions. For all purposes of this Amendment No. 7, capitalized terms used (including in the preamble and recitals hereof) but not otherwise defined herein, shall have the meanings set forth in the Credit Agreement.
(j) deleting the word "Account" in line 23 of the definition for "Permitted Investments", and inserting the words "Ledger of the Roanoke Account" in their place and stead.
6.1 The Roanoke Account and the Ledgers.
The Agent shall establish and maintain at The Bank of New York, in the name of the Agent, the Roanoke Account pursuant to the Deposit Agreement, and the Agent shall establish and maintain the ledgers referred to in Sections 6.1(a) through 6.1(j) hereof (collectively, the "Ledgers") for the purpose of maintaining a record of all amounts in, and all deposits, withdrawals, investments and transfers into or from, the Roanoke Account, from time to time, in accordance with the following provisions of this Section 6.1 and the Loan Instruments. Any reference to "the balance on", "payments from", "deposits into", "withdrawals from", "transfers into" or "transfers from", or to funds or amounts being "applied", "held in", "on deposit in" or "released from", the Roanoke Account or any Ledger (and all correlative or similar terms) or to any other act with respect to the Roanoke Account or any Ledger in this Section 6.1, any other provision of this Agreement or any other Loan Instruments shall, in all such cases, be read and construed as a reference to the relevant matter or act with respect to the Roanoke Account but only with respect to, and only to the extent of, the relevant Ledger or Ledgers or funds in such Ledger or Ledgers (as applicable). To the extent any withdrawal shall be made for the account of any Ledger from the Roanoke Account, such withdrawal shall in no event exceed the amount actually reflected in such Ledger. Notwithstanding anything contained herein or in any other Loan Instruments to the contrary, to the extent any provision hereof or in any other Loan Instruments recites that funds shall be withdrawn or transferred from the Roanoke Account for the sole account of any Ledger to the Roanoke Account for the sole account of any other Ledger, no actual transfer of funds need occur, but the relevant Ledgers shall be adjusted accordingly.
(a) Rova I Special Disbursement Account and Rova II Special Disbursement Ledger. The Borrower shall maintain two special accounts (the "Rova I Special Disbursement Account" and the "Rova II Special Disbursement Account") at Credit Suisse First Boston, New York, New York and such accounts shall be titled "Rova I Special Disbursement Account" and "Rova II Special Disbursement Account"). The Agent shall have exclusive possession of and sole dominion and control over the Rova I Special Disbursement Account and the Rova II Special Disbursement Account in accordance with the terms of this Agreement. In addition, The Agent shall maintain two ledgers (the "Rova I Special Disbursement Ledger" and the "Rova II Special Disbursement Ledger") with respect to the Roanoke Account. All Tranche A Advances shall be deposited by Agent into the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger or a sub-account thereof, in the case of any Advance of a Tranche A Overfunded Amount, as specified below in this Section 6.1(a)). Borrower shall direct the Series 1991 Trustee to deposit all Series 1991 Bond Borrowings into the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger). Borrower shall maintain a sub-ledger of the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger) into which all Advances of any Tranche A Overfunded Amount shall be deposited. Releases of Tranche A Overfunded Amounts on deposit in the sub-ledger within the Rova I Special Disbursement Ledger of the Roanoke Account into the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger) shall be made in accordance with Section 2.1(f) hereof. Borrower may draw checks against funds on deposit in the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger), including funds released from the sub-ledger into the Roanoke Account (for the sole account of the Rova I Special Disbursement Ledger), but excluding funds constituting Tranche A Overfunded Amounts on deposit in the sub-ledger, for payment only of Rova I Project Costs specified in the Rova I Approved Budget, in each case strictly in accordance with the Tranche A Applications for Borrowing in respect thereof approved by Agent. In addition, all payments to Contractor from proceeds of any Tranche A Advance or any Series 1991 Bond Borrowing shall be made directly by Agent, pursuant to instructions in a Tranche A Application for Borrowing.
All Tranche B Advances shall be deposited by Agent into the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger (or a sub-account thereof, in the case of any Advance of a Tranche B Overfunded Amount, as specified below in this Section 6.1(a)). Borrower shall direct the Series 1993 Trustee to deposit all Series 1993 Bond Borrowings into the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger). Borrower shall maintain a sub-ledger of the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger) into which all Advances of any Tranche B Overfunded Amount shall be deposited. Releases of Tranche B Overfunded Amounts on deposit in the sub-ledger within the Rova II Special Disbursement Ledger of the Roanoke Account into the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger) shall be made in accordance with Section 2.1(f) hereof. Borrower may draw checks against funds on deposit in the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger), including funds released from the sub-ledger into the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger), but excluding funds constituting Tranche B Overfunded Amounts on deposit in the sub-ledger, for payment only of Rova II Project Costs specified in the Rova II Approved Budget, in each case strictly in accordance with the Tranche B Applications for Borrowing in respect thereof approved by Agent. In addition, all payments to Contractor from proceeds of any Tranche B Advance or any Series 1993 Bond Borrowing shall be made directly by Agent, pursuant to instructions in a Tranche B Application for Borrowing.
Borrower shall maintain a sub-ledger of the Roanoke Account (for the sole account of the Rova II Special Disbursement Ledger) into which the proceeds of the Westmoreland Subordinated Loan shall be deposited on the Amendment Execution Date. Such funds shall be used for payment of the Rova II Project Costs specified in the Rova II Approved Budget strictly in accordance with the Tranche B Application for Borrowing submitted on the Amendment Execution Date and in accordance with Section 3(f) of the Equity Agreement.
(b) Project Control Account and Project Control Ledger. The Borrower shall maintain a special account (the "Project Control Account") at Credit Suisse First Boston, New York, New York and such account shall be titled "Project Control Account". The Agent shall have exclusive possession of and sole dominion and control over the Project Control Account in accordance with the terms of this Agreement. The Agent shall maintain a ledger (the "Project Control Ledger") with respect to the Roanoke Account and such ledger shall be titled "Project Control Ledger". The Roanoke Account (for the sole account of the Project Control Ledger) shall be maintained so long as there exists any amount in any of the funds or accounts created under the Series 1991 Indenture or the Series 1993 Indenture. Until the Tranche B Conversion Date, Borrower shall maintain a sub-ledger within the Project Control Ledger of the Roanoke Account (the "Rova II Sub-Ledger") into which all Cash Revenues from the Rova II Facility shall be deposited. All Cash Revenues (and insurance proceeds not required to be deposited in the Roanoke Account (for the sole account of the Contingency Ledger) pursuant to Section 6.1(i) hereof) shall be deposited in the Roanoke Account (for the sole account of the Project Control Ledger), except that prior to the Tranche B Conversion Date, all Cash Revenues from the Rova II Facility shall be deposited into the Roanoke Account (for the sole account of the Rova II Sub-Ledger). Borrower has irrevocably instructed all parties paying Cash Revenues to Borrower, and shall so instruct all other parties at any time paying Cash Revenues to Borrower, to make such payments into the Roanoke Account (for the sole account of the Project Control Ledger) and, until the Tranche B Conversion Date, Cash Revenues from the Rova II Facility to be deposited into the Roanoke Account (for the sole account of the Rova II Sub-Ledger). In addition, Borrower shall maintain a second sub-ledger within the Project Control Ledger of the Roanoke Account (the "Checking Sub-Ledger") against which checks may be drawn by Borrower for the payment of Cash Expenses. The balance in the Roanoke Account (for the sole account of the Checking Sub-Ledger) shall not exceed the aggregate amount of all checks outstanding and to be drawn against such ledger. Borrower shall not make transfers from the Roanoke Account (for the sole account of the Project Control Ledger) to the Roanoke Account (for the sole account of the Checking Sub-Ledger) more than three times in any month (or such other amount as may be permitted by law).
(xi) Transfers or Distributions by Borrower: After making the withdrawals specified in clauses (i) through (x) above, Agent may retain in a sub-ledger of the Roanoke Account (for the sole account of the Project Control Ledger) (which sub-ledger shall not be available for the uses contemplated in (i) above) (hereinafter, the "Rate Sub-Ledger") an amount equal to the Rate Redetermination Amount upon (x) the issuance of an initial decision (as defined in 18 C.F.R. § 385.702(a), or any successor provision thereof, hereinafter referred to as an "Initial Decision") that recommends a reduction in the rates payable to Borrower under the Rova I Power Purchase Agreement or (y) the issuance by FERC or any other regulatory body having jurisdiction over the rates under the Rova I Power Purchase Agreement of an order setting for hearing the issue of the reasonableness of such rates. The Rate Redetermination Amount shall no longer be retained after the earlier to occur of (1) the satisfaction of Borrower's obligation under clauses (x) or (y) of Section 6.26 hereof; (2) the issuance of a final order by the FERC or such other regulatory body affirming the reasonableness of such rates, or (3) the date on which it shall otherwise be evident (to the reasonable satisfaction of the Agent) that no action is reasonably likely to be taken by FERC or such other regulatory body with respect to such Initial Decision, order or hearing, and if such retention ceases, then on the next succeeding Repayment Date Agent shall withdraw and transfer to Borrower all funds so retained as set forth in the last paragraph of this clause (xi); provided further, that if the applicable FERC (or other such regulatory body) proceeding has not resulted in a final order on the merits within 15 months after the applicable "refund effective date" within the meaning of section 205 (b) of the FPA, then retention under this section shall not be made with respect to Cash Revenues derived from electricity sold from the Facilities after such 15 months have expired, unless Agent shall have reasonably determined that the primary reason that such proceeding shall not have been resolved is the dilatory conduct of the Borrower. In addition, immediately upon the issuance of a final order on the merits by the FERC (or such other regulatory body) reducing the rates payable to Borrower under the Rova I Power Purchase Agreement, (x) all funds in the Roanoke Account (for the sole account of the Rate Sub-Ledger) shall be applied to prepay the Loans and the Institutional Loans in accordance with Section 2.5(b) (vi) hereof and (y) funds in the Roanoke Account (for the sole account of the Project Control Ledger) shall be retained in amounts as Agent shall reasonably determine to be required to satisfy the unpaid portion of the Rate Redetermination Amount. In addition, the Agent, in its discretion, may use such funds at any time to pay costs and expenses incurred in connection with the Substitute Steam Arrangements and not previously paid for by Borrower.
After any such amounts are retained in the Roanoke Account (for the sole account of the Rate Sub-Ledger) and after retaining in the Roanoke Account (for the sole account of the Project Control Ledger) (A) a minimum balance of at least $900,000, plus (B) an amount (the "Retained Amount") equal to the lesser of (i) 50% of the monies remaining in the Roanoke Account (for the sole account of the Project Control Ledger) and available for distribution to Borrower on each Repayment Date to occur prior to the Tranche B Conversion Date, together with interest thereon at prevailing market rates, up to a maximum aggregate amount (including interest) of $3,550,000 and (ii) the difference (if a positive number and a negative number shall be construed to be zero) between $3,550,000 and the amount equal to 50% of the Unused Tranche A Equity Funding Amount (as defined in the Equity Agreement) on the Tranche A Conversion Date, plus (C) such amounts as Agent reasonably determines (based on current indications of operations and taking account of anticipated accumulations of funds in subsequent months) are reasonably necessary to anticipate any payments that Borrower may be required to make to Virginia Power pursuant to the Rova I Power Purchase Agreement or the Rova II Power Purchase Agreement prior to the next succeeding Repayment Date, and subject to Section 6.18(b) hereof, then, on each Repayment Date, withdraw and transfer the monies remaining in the Roanoke Account (for the sole account of the Project Control Ledger) to such account as Borrower shall direct, including any account permitted pursuant to Section 6.10(b) hereof; provided that within three years after the Tranche A Conversion Date, Borrower, Agent, Co-Agents and Institutional Agent shall negotiate in good faith a procedure that will permit withdrawals to be made under this clause (xi) on a quarterly rather than a semi-annual basis, while preventing, in the reasonable judgment of Agent, Co-Agents and Institutional Agent, any increase in the risk to the Lenders, the Institutional Lenders and the Issuing Bank of non-payment of any obligation under the Loan Instruments. Borrower may from time to time withdraw funds then on deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as Retained Amounts upon delivery to Agent of an unconditional, absolute and irrevocable letter of credit or third party guaranty in each case in form and substance and from an issuer or third party, as the case may be, satisfactory to Agent and Co-Agents in their sole discretion. In the event the Tranche B Conversion Date does not occur on or prior to the Tranche B Date Certain or an Event of Default shall occur prior to the Tranche B Conversion Date, then on the Tranche B Date Certain or upon the occurrence of such Event of Default, as the case may be, funds held in the Roanoke Account (for the sole account of the Project Control Ledger) as Retained Amounts up to $2,500,000 shall be applied to prepay the Loans and the Institutional Loans in the manner provided for in Section 2.5(b) (vii) hereof; in the event Rova II Commercial Operation Date has not occurred on or prior to August 15, 1995, then upon the occurrence of Substantial Completion under the Rova II Turnkey Contract, funds held in the Roanoke Account (for the sole account of the Project Control Ledger) as Retained Amounts up to $1,050,000 shall be deposited into the Roanoke Account (for the sole account of the Rova II Contingency Ledger) and shall be applied pursuant to Section 6.1(i) hereof. If the Retained Amounts could not be so applied on or prior to the Tranche B Conversion Date and no Default or Event of Default shall have occurred and be continuing, funds held in the Roanoke Account (for the sole account of the Project Control Ledger) as Retained Amounts shall be distributed to Borrower on the Tranche B Conversion Date and any letters of credit or guarantees delivered to Agent in substitution for such funds shall be canceled and delivered to Borrower.
(xii) Notwithstanding anything contained herein, Borrower shall not make any distributions to Partners prior to the Tranche A Conversion Date.
(B) The Lenders and Institutional Lenders shall be entitled to use the funds in the Roanoke Account (for the sole account of the Ash Reserve Ledger) to satisfy payment obligation of Borrower under the Loan Instruments after (1) distributing funds from the Roanoke Account (for the sole account of the Additional Collateral Ledger) for such purpose pursuant to Section 6.1(g) below; and (2) using funds in the Roanoke Account (for the sole account of the Debt Protection Ledger) for such purpose pursuant to Section 6.1(f) below; provided, that, in the event that the Borrower receives written notice from the Independent Engineer that a new Ash Monofill (as defined in the Ash Disposal Agreement) will be required for the Facilities, immediately upon the receipt of such notice by Borrower, and thereafter, (x) the funds in the Roanoke Account (for the sole account of the Ash Reserve Ledger) shall no longer be used as provided in this Section 6.1(d)(ii)(B), (y) the maximum amount to which the Roanoke Account (for the sole account of the Ash Reserve Ledger) shall be funded shall increase to $1,000,000, and (z) the term "Required Ash Reserve Balance" shall revert to the meaning given such term in Section 6.1(d)(i) above.
(e) Repair and Maintenance Account and Repair and Maintenance Ledger. Commencing on or prior to the Tranche A Conversion Date, the Borrower shall maintain a special account (the "Repair and Maintenance Account") at Credit Suisse First Boston, New York, New York and such account shall be titled "Repair and Maintenance Account". The Agent shall have exclusive possession of and sole dominion and control over the Repair and Maintenance Account in accordance with the terms of this Agreement. The Agent shall maintain a ledger (the "Repair and Maintenance Ledger") with respect to the Roanoke Account and such ledger shall be titled "Repair and Maintenance Ledger". The Roanoke Account (for the sole account of the Repair and Maintenance Ledger) shall be funded pursuant to Section 6.1(c)(vi) hereof up to a maximum amount of (x) $2,200,000 on or prior to January 31, 2004 and after January 31, 2010 and (y) $2,600,000 after January 31, 2004 through and including January 31, 2010 (such amount the "Required Maintenance Balance). Borrower may only use funds in the Roanoke Account (for the sole account of the Repair and Maintenance Ledger) from time to time to pay prudent expenses associated with major equipment inspection, major overhaul, major repair and major component replacement with respect to the Facilities. So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Maintenance Balance for deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Roanoke Account (for the sole account of the Project Control Ledger) pursuant to Section 6.1(c)(xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof.
(f) Debt Protection Account and Debt Protection Ledger. (aa) Commencing on or prior to the Tranche A Conversion Date, the Borrower shall maintain a special account (the "Debt Protection Account") at Credit Suisse First Boston, New York, New York and such account shall be titled "Debt Protection Account". The Agent shall have exclusive possession of and sole dominion and control over the Debt Protection Account in accordance with the terms of this Agreement. The Agent shall maintain a ledger (the "Debt Protection Ledger") with respect to the Roanoke Account and such ledger shall be titled "Debt Protection Ledger". The Roanoke Account (for the sole account of the Debt Protection Ledger) shall be funded pursuant to Section 6.1(c)(vii) hereof and as set forth in this Section 6.1(f) up to a maximum amount of $20,000,000 (the "Required Debt Protection Balance"). On the Tranche A Conversion Date, the Roanoke Account (for the sole account of the Debt Protection Ledger) shall be funded with the proceeds of the final Advance under the Tranche A Construction Loan to be made on such date (and which shall be made by Agent even if a proper Tranche A Application for Borrowing has not been submitted by Borrower) in an amount equal to the sum of (i) $8,000,000 plus (ii) 50% of all Rova I Project Savings in excess of $2,000,000; provided that in no event shall the sum of the amounts set forth in clauses (i) and (ii) exceed $16,000,000. In addition, on the Tranche B Conversion Date the Roanoke Account (for the sole account of the Debt Protection Ledger) shall be funded (to the extent necessary to reach the Required Debt Protection Balance) with the proceeds of the final Advance under the Tranche B Construction Loan to be made on such date (and which shall be made by Agent even if a proper Tranche B Application for Borrowing has not been submitted by Borrower) in an amount equal to the sum of (i) 2,000,000 plus (ii) an amount (up to $1,000,000) equal to 50% of all Rova II Project Savings. The Lenders and the Institutional Lenders shall be entitled to use the funds in the Roanoke Account (for the sole account of the Debt Protection Ledger) to satisfy payment obligations of Borrower under the Loan Instruments after distributing funds from the Roanoke Account (for the sole account of the Additional Collateral Ledger) for such purpose pursuant to Section 6.1(g) below. So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Debt Protection Balance for deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Roanoke Account (for the sole account of the Project Control Ledger) pursuant to Section 6.1(c)(xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof.
Borrower may from time to time withdraw funds then on deposit in the Roanoke Account (for the sole account of the Debt Protection Ledger) up to an aggregate maximum amount of $19,700,000 upon delivery to Agent of one or more (but no more than three at any one time outstanding) unconditional, absolute and irrevocable letters of credit in form and substance and from an issuer whose senior unsecured debt is rated "Aal" or better by Moody's or "AA+" or better by S&P or possessing an equivalent rating from another nationally recognized credit rating agency of similar standing acceptable to Agent (such letters of credit as each may be amended, supplemented, renewed or replaced (with the consent of Majority Lenders) is hereinafter referred to as the "Debt Protection Letter of Credit") together with such corporate documents, legal opinions and other documents and information, all as Agent may reasonably request. The amount of any Debt Protection Letter of Credit shall equal the amount of cash withdrawn from the Roanoke Account (for the sole account of the Debt Protection Ledger). Each Debt Protection Letter of Credit shall provide that Agent may draw down the amount of any such Debt Protection Letter of Credit and apply the same to satisfy payment obligations for which funds in the Roanoke Account (for the sole account of the Debt Protection Ledger) may be used, and upon any such drawing Agent shall draw down the full amount of all such Debt Protection Letters of Credit and deposit the amount of such drawdowns in the Roanoke Account (for the sole account of the Debt Protection Ledger). After Agent shall have so drawn down on any Debt Protection Letter of Credit, Borrower shall not be entitled to deliver additional Debt Protection Letters of Credit until and unless the Roanoke Account (for the sole account of the Debt Protection Ledger) is funded in the full amount of the Required Debt Protection Balance. Each Debt Protection Letter of Credit shall provide that Agent may draw on such Debt Protection Letter of Credit if (x) Borrower shall fail to deliver to Agent a further renewal or replacement of such Debt Protection Letter of Credit then in effect not less than 30 days prior to its expiration date or (y) upon five days notice to Borrower if the rating of the senior unsecured debt of the issuer of such Debt Protection Letter of Credit is downgraded to below "Aal" by Moody's or "AA+" by S&P (or the equivalent thereof by another nationally recognized credit agency of similar standing). Each Debt Protection Letter of Credit shall be (i) for a minimum of 364 days and (ii) in the case of a renewal or replacement, in an amount equal to the stated amount of such Debt Protection Letter of Credit being replaced (with provisions providing for increases thereof identical to the Debt Protection Letter of Credit being replaced) or with other substantially similar provisions (other than as to the stated amount thereof) acceptable to Agent in its sole discretion. Borrower agrees that if any dispute shall arise as to the right of Agent to submit any Debt Protection Letter of Credit for payment or to draw thereunder, Borrower will not join the issuer thereof in any action or proceeding seeking to enjoin or stop payment on such Debt Protection Letter of Credit. Nothing contained in this paragraph shall affect Borrower's continuing obligations to deposit funds in the Roanoke Account (for the sole account of the Debt Protection Ledger) as provided in this Section 6.1 unless and until such obligations have been satisfied by delivery to Agent of a Debt Protection Letter of Credit or an increase in the amount available under any Debt Protection Letter of Credit then held by Agent. The amount of any Debt Protection Letter of Credit shall be deemed to be included in the balance of the Roanoke Account (for the sole account of the Debt Protection Ledger) for purposes of determining the balance of the Roanoke Account (for the sole account of the Debt Protection Ledger) where required to do so in this Agreement. Each Debt Protection Letter of Credit shall constitute a Loan Instrument. Costs and expenses incurred by or on behalf of Borrower in connection with any Debt Protection Letter of Credit shall not constitute Cash Operating Costs.
(bb) Notwithstanding the provisions of Section 6.1(f)(aa) above, (A) commencing on the effective date of Amendment No. 6 to Credit Agreement and ending on January 31, 2010, (x) the maximum amount to which the Roanoke Account (for the sole account of the Debt Protection Ledger) shall be funded shall be increased by $550,000 on each Repayment Date that is a Quarterly Date in January and each Repayment Date that is a Quarterly Date in July, commencing on January 1, 2002 through and including July 31, 2008 and (y) the term "Required Debt Protection Balance" shall mean, at any given time, the maximum amount to which the Roanoke Account (for the sole account of the Debt Protection Ledger) shall be funded in accordance with this section 6.1(f)(bb); and (B) as long as no Event of Default has occurred and is continuing, (1) on January 31, 2009, any amounts on deposit in the Roanoke Account (for the sole account of the Debt Protection Ledger) in excess of $23,000,000, (3) on January 31, 2010, any amounts on deposit in the Roanoke Account (for the sole account of the Debt Protection Ledger) in excess of $20,000,000 shall be distributed to the Borrower to such account as Borrower shall direct and simultaneously with the last such distribution, the provisions of this Section 6.1(f)(bb) shall cease to have any force or effect.
(g) Additional Collateral Account and Additional Collateral Ledger. Commencing on or prior to the Tranche A Conversion Date, the Borrower shall maintain a special account (the "Additional Collateral Account") at Credit Suisse First Boston, New York, New York and such account shall be titled "Additional Collateral Account"). The Agent shall have exclusive possession of and sole dominion and control over the Additional Collateral Account in accordance with the terms of this Agreement. The Agent shall maintain a ledger (the "Additional Collateral Ledger") with respect to the Roanoke Account and such ledger shall be titled "Additional Collateral Ledger". The Roanoke Account (for the sole account of the Additional Collateral Ledger) shall be funded pursuant to Section 6.1(c)(ix) hereof up to a maximum amount of $20,000,000 or, in the event that Virginia Power's withholding of capacity payments on the basis of forced outages is upheld by a non-appealable decision of a court of competent jurisdiction, $[25,000,000] (the "Required Additional Collateral Balance"). The Lenders and the Institutional Lenders shall be entitled to use the funds in the Roanoke Account (for the sole account of the Additional Collateral Ledger) to satisfy payment obligations of Borrower under the Loan Instruments. If on any Calculation Delivery Date the Combined Debt Service Coverage Ratio and the Combined Projected Debt Service Coverage Ratio then delivered pursuant to Section 6.2 hereof are equal to or greater than 1.25 to 1.00, so long as no Event of Default has occurred and is continuing, then Agent shall transfer on instruction by Borrower the monies in the Roanoke Account (for the sole account of the Additional Collateral Ledger) for deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as an item of Cash Revenues. Funds in the Roanoke Account (for the sole account of the Additional Collateral Ledger) may, upon three Banking Days' prior written notice from Borrower to Agent, be used to prepay Agreement Term Loans (including a reduction in the Bond Letter of Credit Facilities) and Institutional Term Loans (together with the Yield-Maintenance Premium with respect to the principal amount of the Institutional Term Loans being prepaid) on a pro rata basis (such prepayments to be applied to whichever is the last maturing principal repayment as between the Tranche A Term Loan and the Tranche B Term Loan and to whichever is the last maturing principal repayment as between the Tranche A Institutional Term Loan and the Tranche B Institutional Term Loan). So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Additional Collateral Balance for deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Roanoke Account (for the sole account of the Project Control Ledger) pursuant to Section 6.1(c)(xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof.
(h) Disallowance Reserve Account and Disallowance Reserve Ledger. Commencing on or prior to an event of Disallowance that requires deposits to be made pursuant to Section 6.1(c)(x) hereof, the Borrower shall maintain a special account (the "Disallowance Reserve Account") at Credit Suisse First Boston, New York, New York and such account shall be titled "Disallowance Reserve Account". The Agent shall have exclusive possession of and sole dominion and control over the Disallowance Reserve Account in accordance with the terms of this Agreement. The Agent shall maintain a ledger (the "Disallowance Reserve Ledger") with respect to the Roanoke Account and such ledger shall be titled "Disallowance Reserve Ledger". The Roanoke Account (for the sole account of the Disallowance Reserve Ledger) shall be funded from time to time pursuant to Section 6.1(c)(x) hereof up to a maximum amount, calculated as the aggregate of all such fundings (the "Required Disallowance Funding"), equal to the least of ("Required Disallowance Balance") (i) $34,500,000, (ii) the aggregate amount, as determined by Institutional Agent and Agent, that will be due and owing to Virginia Power (whether by direct payment or as set-offs or deductions from payments due from Virginia Power) pursuant to the terms of Article 18 of each of the Power Purchase Agreements (including any interest) for the period commencing (a) with respect to the Rova I Power Purchase Agreement, on the 18th anniversary of the Rova I Commercial Operations Date and ending on the Tranche B Institutional Maturity Date and (b) with respect to the Rova II Power Purchase Agreement, or in the event the Rova II Power Purchase Agreement has been terminated, with respect to the Rova I Power Purchase Agreement, on the 15th anniversary of the Rova II Commercial Operations Date and ending on the Tranche B Institutional Maturity Date and (iii) until all Obligations to the Accounts and Lenders have been satisfied in full, the Total Outstanding Extensions of Credit on the date of the applicable funding and thereafter the difference (if a positive number) between the aggregate unpaid principal amount of the Institutional Loans outstanding on the date of the applicable funding and the balance of the Roanoke Account (for the sole account of the Debt Protection Ledger) on such date. Funds in the Roanoke Account (for the sole account of the Disallowance Reserve Ledger) shall be used only as follows: (x) at any time the Institutional Lenders shall be entitled to use the funds in the Roanoke Account (for the sole account of the Disallowance Reserve Ledger) to satisfy payment obligations of Borrower under the Loan Instruments upon any declaration that Obligations are due and payable pursuant to Section 7.2(a) hereof, and (y) from and after the earlier of the 18th anniversary of the Rova I Commercial Operations Date or the 15th anniversary of the Rova II Commercial Operations Date, the Institutional Lenders shall also be entitled to use the funds in the Roanoke Account (for the sole account of the Disallowance Reserve Ledger) to satisfy payment obligations of Borrower under the Loan Instruments upon any Event of Default under Section 7.1(a) hereof, provided, that any application of funds pursuant to clause (x) or (y) hereof to any Obligations to the Institutional Agent or Institutional Lenders shall be made only as part of a pro rata application to the Obligations of all the Secured Parties, based on each Secured Party's share of the Total Outstanding Extensions of Credit as of the date of such application and any prepayments of principal shall be applied to whichever is the last maturing principal repayment as between the Tranche A Term Loan and the Tranche B Term Loan, and to whichever is the last maturing principal repayment as between the Tranche A Institutional Term Loan and the Tranche B Institutional Term Loan. In addition, commencing on the earlier of the 18th anniversary of the Rova I Commercial Operations Date or the 15th anniversary of the Rova II Commercial Operations Date, and so long as no Default or Event of Default has occurred and is continuing, on each Repayment Date, Borrower may use funds in the Roanoke Account (for the sole account of the Disallowance Reserve Ledger) to prepay the Institutional Term Loan, together with the Yield-Maintenance Premium with respect to the principal amount of the Institutional Term Loan being prepaid, such prepayments to be applied to whichever is the last maturing principal repayment as between the Tranche A Institutional Term Loan and the Tranche B Institutional Term Loan. So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Disallowance Funding for deposit in the Roanoke Account (for the sole account of the Project Control Ledger) as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Roanoke Account (for the sole account of the Project Control Ledger) pursuant to Section 6.1(c)(xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof. The Roanoke Account (for the sole account of the Disallowance Reserve Ledger) and the funds therein shall be held by a collateral agent designated by Institutional Agent and said collateral agent shall hold a perfected prior security interest therein for the benefit of Institutional Agent and Institutional Lenders only, provided that disbursements from the Roanoke Account (for the sole account of the Disallowance Reserve Ledger) shall be made in accordance with this Section 6.1(h), where required, for the benefit of the Secured Parties. Documentation reflecting the arrangement contemplated in this Section 6.1(h) shall be satisfactory to the Institutional Agent and Agent.
(v) Contractor's Guaranteed Performance Damages: Payments made by Contractor pursuant to Section 12.3 of the Rova I Turnkey Contract for failure of the Rova I Facility to meet performance guarantees, to be deposited into the Roanoke Account (for the sole account of the Rova I Contingency Ledger) and to be held until the Tranche A Construction Loan Repayment Date, and (i) on such date, 40% of which shall be applied to prepay the Tranche A Agreement Term Loan and the Tranche A Institutional Term Loan pursuant to Section 2.5(b)(ii) hereof and (ii) the remaining 60% of which shall be held until such time as Borrower is required to make payment to Contractor pursuant to Section 12.3.8 of the Rova I Turnkey Contract, at which time an appropriate amount shall be released for payment to Contractor (unless an Event of Default then exists). At such time as such funds are no longer subject to payment pursuant to Section 12.3.8 of the Rova I Turnkey Contract, such funds shall be applied to prepay the Tranche A Agreement Term Loan and the Tranche A Institutional Term Loan pursuant to Section 2.5(b) (ii) hereof.
Payments made by Contractor pursuant to Section 12.3 of the Rova II Turnkey for failure of the Rova II Facility to meet performance guarantees, to be applied to prepay the Tranche B Agreement Term Loan and the Tranche B Institutional Term Loan pursuant to Section 2.5(b)(ii) hereof.
(vi) Substitute Steam Costs: Payments under clause (x) of Section 2(h) of the Equity Agreement in respect of the Substitute Steam Arrangements shall be deposited into the Roanoke Account (for the sole account of the Rova I Contingency Ledger) to be applied by Agent for the costs and expenses incurred in connection with the Substitute Steam Arrangements.
(vii) Indemnification Payments: Payments under indemnification agreements referred to in Section 2(g) of the Equity Agreement shall be deposited into the Roanoke Account (for the sole account of the Contingency Ledger) and shall be applied by Agent to make the payments owing under the Project Contracts in accordance with the terms thereof.
(j) Repayment Accounts and Repayment Ledgers. Borrower shall maintain two special depository accounts (the "Tranche A Repayment Account" and the "Tranche B Repayment Account") at Credit Suisse First Boston, New York, New York and such accounts shall be titled "Tranche A Repayment Account" and "Tranche B Repayment Account". The Agent shall have exclusive possession of and sole dominion and control over the Tranche A Repayment Account and Tranche B Repayment Account in accordance with the terms of this Agreement. The Agent shall maintain two ledgers (the "Tranche A Repayment Ledger" and "Tranche B Repayment Ledger", and, collectively, the "Repayment Ledgers") with respect to the Roanoke Account and such ledgers shall be titled "Tranche A Repayment Ledger" and "Tranche B Repayment Ledger". All of the Tranche A Repayment Amounts shall be deposited in the Roanoke Account (for the sole account of the Tranche A Repayment Ledger) and all of the Tranche B Repayment Amounts shall be deposited in the Roanoke Account (for the sole account of the Tranche B Repayment Ledger). Borrower hereby irrevocably authorizes Agent to make withdrawals from the Roanoke Account (for the sole account of the Tranche A Repayment Ledger) to the extent necessary to permit Agent to apply all or any portion of such sums as are in the Roanoke Account (for the sole account of the Tranche A Repayment Ledger) against (i) L/C Reimbursement Obligations relating to the redemption of the Series 1991 Bonds as set forth in Section 2.4(c) hereof and Section 3.2(f)(ii) hereof, (ii) the Term Loan arising from the conversion of the Drawings relating to the payment of the Series 1991 Bonds upon the acceleration thereof or (iii) against such other Obligations of Borrower as permitted under the Series 1991 Account Pledge Agreement. Borrower hereby irrevocably authorizes Agent to make withdrawals from the Roanoke Account (for the sole account of the Tranche B Repayment Ledger) to the extent necessary to permit Agent to apply all or any portion of such sums as are in the Roanoke Account (for the sole account of the Tranche B Repayment Ledger) against (i) L/C Reimbursement Obligations relating to the redemption of the Series 1993 Bonds as set forth in Section 2.4(c) hereof and Section 3.2(f) (ii) hereof, (ii) the Term Loan arising from the conversion of the Drawings relating to the payment of the Series 1993 Bonds upon the acceleration thereof or (iii) against such other Obligations of Borrower as permitted under the Series 1993 Account Pledge Agreement.
(k) Permitted Investments. Following execution of a securities account control agreement among the Borrower, BNY and the Agent (in form and substance satisfactory to BNY and the Agent), funds in the Roanoke Account (for the sole account of any of Ash Reserve Ledger, Repair and Maintenance Ledger, Debt Protection Ledger, Disallowance Reserve Ledger and Additional Collateral Ledger only) may be invested and reinvested only in Permitted Investments and liquidated (at the risk and expense of Borrower) in accordance with instructions given to Agent by Borrower (prior to the occurrence of an Event of Default and, thereafter, as determined by Agent). Agent shall not be required to take any action with respect to investing the funds in the Roanoke Account (for the sole account of any of the Ash Reserve Ledger, the Repair and Maintenance Ledger, the Debt Protection Ledger, the Disallowance Reserve Ledger or the Additional Collateral Ledger) in the absence of written instructions by Borrower. Agent shall not be liable for any loss resulting from any Permitted Investment or the sale or redemption thereof. If and when cash is required for disbursement in accordance with this Section 6.1, Agent is authorized, without instructions from Borrower, to the extent necessary to make payments required pursuant to this Section 6.1 in the event Borrower fails to do so in a timely manner, to cause Permitted Investments to be sold or otherwise liquidated into cash (without regard to maturity) in such manner as Agent shall deem reasonable and prudent under the circumstances.
All funds in the Roanoke Account (for the sole account of any of the Ash Reserve Ledger, the Repair and Maintenance Ledger, the Debt Protection Ledger, the Disallowance Reserve Ledger or the Additional Collateral Ledger) and all Permitted Investments made in respect thereof, shall be held by Agent and the interests of Borrower therein shall constitute part of the security subject to the pledge and security interests created by the Security Documents; provided, that if at any time any funds are to be invested in Permitted Investments in accordance with this paragraph (k) but Agent is unable or unwilling at such time to purchase or hold the Permitted Investments selected, then such funds shall be transferred to Swiss American Securities, Inc. ("SASI"), a subsidiary of Credit Suisse (or any successor custodian thereto requested by Borrower and approved by Agent and Institutional Agent), so that the selected investments may be made and held while permitting the Secured Parties to maintain their perfected and prior security interests in the funds and/or investments in a manner and pursuant to documentation satisfactory to Agent and Institutional Agent. Borrower shall pay Agent or SASI (or its successor) the published fees applicable at the time to the transactions then effected pursuant to this paragraph (k). Upon the instructions of Borrower, to be issued at its option, Agent shall transfer such funds from any one or more of the Roanoke Account (for the sole account of the Project Control Ledger) (excluding the Rova II Sub-Ledger)), the Roanoke Account (for the sole account of the Rova I Contingency Ledger), the Roanoke Account (for the sole account of the Rova II Contingency Ledger), the Roanoke Account (for the sole account of the Tranche A Repayment Ledger) or the Roanoke Account (for the sole account of the Tranche B Repayment Ledger) to an Investment Institution for investment by such Investment Institution into Permitted Investments; provided, that no such transfers shall be made by Agent to an Investment Institution until (i) such Investment Institution has acknowledged and agreed in writing that it is holding such funds and Permitted Investments in its capacity as collateral agent for Agent on behalf of the Secured Parties in order to maintain Agent's first priority lien and security interest therein, that it will maintain continuous possession of such funds at all times in accordance with the provisions of this Section 6.1(k) and that it shall release such funds to Agent and only upon the written instructions thereof and (ii) Borrower and any such Investment Institution have executed all security agreements and financing statements that Agent deems necessary in order to maintain a first priority security interest in the funds and Permitted Investments held by the Investment Institution. All such funds held by Agent or the Investment Institution, as the case may be, and all such Permitted Investments made in respect thereof, shall be held by Agent or the Investment Institution, as the case may be, and the interest of Borrower therein shall constitute part of the security subject to the pledge and security interests created by this Agreement and the other Security Documents. Agent's remedies and rights under this Section 6.1 or Section 7.2 hereof with respect to any funds transferred from the Roanoke Account to an Investment Institution shall remain unchanged, notwithstanding such transfer. The term "Investment Institution" means a brokerage, investment or similar firm selected by Borrower and approved (and not subsequently disapproved) by Agent, for the purpose of making Permitted Investments on behalf of Borrower pursuant to Section 6.1(k) hereof, provided, that Agent's approval or disapproval shall not be unreasonably conditioned, withheld or given, respectively.
(l) Roanoke Account and Ledgers, Generally. Borrower shall not make, attempt to make or consent to the making of any withdrawal or transfer from the Roanoke Account or any Ledger thereof except in strict adherence to the provisions of this Agreement. The Agent reserves its right at any time and from time to time to create separate accounts and ledgers in respect of the Rova I Facility and the Rova II Facility and Borrower shall execute such documentation as Agent requests in connection with the creation of any such accounts and ledgers and the continuation of the Lien created pursuant to the Account Pledge Agreement as to such new accounts and ledgers.
(a) the word "Accounts" in line 1 of Section 2(a)(E) shall be deleted and the words "Roanoke Account (and all Ledgers thereof)" be inserted in its place and stead.
(d) the words "Tranche B Repayment Account" in line 16 of Section 5(b), lines 31,32, 33, 46, 49, 50 and 59 of Section 5(c)(i), lines 4 and 7 of Section 5(c)(ii), lines 8, 9 and 10 of Section 5(c)(iii), lines 4 and 5 of Section 7(a) and lines 3 and 4 of Section 7(b) shall be deleted and the words "Roanoke Account (for the sole account of the Tranche B Repayment Ledger)" inserted in their place and stead.
(iii) to the extent not otherwise included, all proceeds, products or accessions of and to any and all of the foregoing, including, without limitation, "proceeds" as defined in Section 9-306(1) of the Code, including whatever is received upon any collection, exchange, sale or other disposition of any of the Pledged Collateral, and any property into which any of the Pledged Collateral is converted, whether cash or noncash proceeds, and any and all other amounts paid or payable under or in connection with any of the Pledged Collateral.
Pledgor hereby relinquishes to Agent all right, title and interest which it has in the Pledged Collateral. For the purpose of perfecting the Security Interest of the Secured Parties in and to the Accounts and the Roanoke Account and all cash, investments and securities at any time on deposit in the Accounts and the Roanoke Account, Agent shall be deemed to be holding the Accounts and the Roanoke Account and all such cash, investments and securities as agent solely for the Secured Parties, other than the Local Bank Accounts and all cash, investments and securities therein, which shall be held by the banks at which such accounts are established ("Local Banks") as agents for Agent and the Secured Parties.
(a) the words "Project Control Account" in line 2 of the fifth paragraph of Section 3(a) shall be deleted and the words "Roanoke Account (for the sole account of the Project Control Ledger)" inserted in their place and stead.
8. Project Secured Parties' Security Interest. The Borrower has granted and pledged and hereby grants and pledges to the Secured Parties, and the Borrower hereby confirms the continuation of such grant and pledge to the Secured Parties of, a first-priority perfected lien and security interest in any right, title or interest it may have or come to have in the Accounts and the Roanoke Account and the related funds, instruments and other assets held therein or credited thereto as well as all income or gain earned on any of the foregoing and all proceeds of the foregoing. The Borrower hereby acknowledges that all of Borrower's right, title and interest in and to the Accounts and the Roanoke Account and all sums of money, Permitted Investments and other property and proceeds thereof at any time held in the Accounts and the Roanoke Account, is held by the Agent and in the name of the Agent, as agent of the Secured Parties, in accordance with the provisions of the Loan Instruments. Notwithstanding anything contained in the Letter Agreement to the contrary, amounts deposited in the Accounts and the Roanoke Account with respect to the Ledgers will be applied as directed by Credit Suisse First Boston acting in its capacity as Agent, as provided in the Loan Instruments, as applicable, and Credit Suisse First Boston, acting in its capacity as Agent will be empowered to hold, endorse, cancel, collect and execute such acts which may be necessary or advisable to carry out its respective duties under the Loan Instruments.
9. Dominion and Control Over the Accounts and the Roanoke Account. The Accounts and the Roanoke Account will be deemed to be in the exclusive possession of, and under the exclusive dominion and control of, the Secured Parties, which they maintain through their agent, the Agent. For purposes only of perfecting any lien or security interest in and to the Roanoke Account, BNY is, with respect to the Roanoke Account, the agent of the Agent. The Agent will act as the representative and agent of the Secured Parties with respect to the Accounts and the Roanoke Account and will have the exclusive authority to give instructions and directions to BNY with respect to the Roanoke Account on behalf of the Secured Parties. Notwithstanding anything to the contrary in this Amendment No. 7 or in any other Loan Instruments, the Agent shall have sole dominion and control of the Accounts and the Roanoke Account and no other party shall have any rights of withdrawal with respect thereto, except as expressly provided otherwise in this Amendment No. 7 or any Security Document.
10. Right of Setoff. All references in the Credit Agreement and the other Loan Instruments to funds or deposits "held by the Agent or any Lender" or to "deposits with the Agent or any Lender" in any Account or "held by the Agent or any Lender" will include all funds or deposits held by BNY pursuant to the Deposit Agreement, in connection with any right of setoff or similar right, including, without limitation, such rights as set forth in Section 9.3 of the Credit Agreement.
11. Ledgers Generally. Each of the parties hereto agrees that any reference to "the balance on", "payments from", "deposits into", "withdrawals from", "transfers into" or "transfers from", or to funds or amounts being "applied", "held in", "on deposit in" or "released from", the Roanoke Account or any Ledger (and all correlative or similar terms) or to any other act with respect to the Roanoke Account or any Ledger in any Loan Instrument shall, in all such cases, be read and construed as a reference to the relevant matter or act with respect to the Roanoke Account but only with respect to, and only to the extent of, the relevant Ledger or Ledgers or funds in such Ledger or Ledgers (as applicable). To the extent any withdrawal shall be made for the account of any Ledger from the Roanoke Account, such withdrawal shall in no event exceed the amount actually reflected in such Ledger. Notwithstanding anything contained in any Loan Instrument to the contrary, to the extent any provision in any Loan Instrument recites that funds shall be withdrawn or transferred from the Roanoke Account for the sole account of any Ledger to the Roanoke Account for the sole account of any other Ledger, no actual transfer of funds need occur, but the relevant Ledgers shall be adjusted accordingly.
12. Acknowledgment Regarding Amendments. The parties hereto acknowledge that there are two (2) Amendments, each titled Amendment No. 5 to Amended and Restated Construction and Term Loan Agreement: Amendment No. 5 to Amended and Restated Construction and Term Loan Agreement, dated as of December 15, 1996 and Amendment No. 5 to Amended and Restated Construction and Term Loan Agreement, dated as of August 23, 2000. Each such Amendment is and shall continue to remain in full force and effect until and unless otherwise agreed to by the parties hereto.
(d) all authorizations required from any governmental or other authority or from any of its partners or creditors for or in connection with the execution, validity and performance of this Amendment No. 7 have been obtained and are in full force and effect.
14. Acknowledgment of Reliance. The Borrower acknowledges that each of Lenders, the Agent, the Institutional Lenders, the Co-Agents and the Issuing Bank has entered into this Amendment No. 7 in reliance upon the representations and warranties contained in this Article.
15. Limited Effect. Except as expressly amended hereby, all of the provisions of the documents amended hereby shall continue to be, and shall remain, in full force and effect in accordance with their terms. The Borrower further confirms that its obligations under and the security created by the Security Documents to which it is a party continue in full force and effect and are not and will not be affected, discharged or varied by the execution of this Amendment No. 7 or the amendment of the Credit Agreement or any Security Document on the date hereof save that, with effect from the date hereof, references to the Credit Agreement, the Security Agreement, the Account Pledge Agreement and the General Partner Security Agreement in any Loan Instrument to which it is a party shall be deemed to be references to the Credit Agreement, the Security Agreement and the General Partner Security Agreement or the Account Pledge Agreement (as applicable), as amended by this Amendment No. 7. The Borrower further confirms that its obligations under and the security created by the Security Documents to which it is a party will, with effect from the date hereof, extend in all respects to the Credit Agreement, as amended by this Amendment No. 7.
16. Construction as One Instrument. This Amendment No. 7 shall be construed as supplementing and forming part of the Credit Agreement, the Security Agreement, the Account Pledge Agreement and the General Partner Security Agreement, and shall be read accordingly.
17. Severability. If at any time any one or more of the provisions hereof is or becomes illegal, invalid or unenforceable in any respect under the applicable law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provisions under the applicable law of any other jurisdiction shall in any way be affected or impaired thereby.
18. Counterparts. This Amendment No. 7 may be executed in any number of counterparts and by different parties on separate counterparts, all of which shall constitute one and the same instrument.
19. GOVERNING LAW. THIS AMENDMENT NO. 7 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK DETERMINED WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
IN WITNESS WHEREOF, the parties have caused this Amendment No. 7 to be executed and delivered by their proper and duly authorized officers as of the date first above written.
Title: Vice President, Corporate Finance Division, Structure Finance Dept.
Title: Asst. Vice President, Corporate Finance Division, Structured Finance Dept.


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Home » Shoe Dog by Phil Knight: Book Review
Shoe Dog by Phil Knight: Book Review
I love both business books and autobiographies, and Shoe Dog, by Nike founder Phil Knight is the best of both. The book is focused on the early years – and the struggles involved in starting a company. There are also many insights into a different world, the early 1960's. In this time taking a year out to travel the world, leaving the stability of a career to start a business and even recreational running were outside of the norm…
I'll skip the part of the very early years. Other than a competitive spirit and respectable father, this was fairly normal in most ways. It would be easy to single out the 'Ivy League' education… In those days this set people up for blue-chip careers, not entrepreneurial ones. Knight worked as an accountant for a big 5 firm for many years while spending every other moment on his shoe business.
Shoe Dog: A Memoir by the Creator of NIKE
£ 14.95 20.00
If the book has one central theme it is just how often things fell apart.
You will be taken through a cycle of increasing sales of a brand called 'Tigers' made in Japan, followed by a crisis, and then redemption. Alongside this redemption comes a mention of Oregonian spirit / competitiveness and grit. It is impossible to miss the belief of this guy, and the number of frustrating (and just plain awful) situations he found himself in.
In those early days the company was called Blue Ribbon. This was a joint venture between Knight and a former US athletics coach called Bill Bowerman. It was experiments of Bowerman that led to some serious innovations in shoe design. Several times in the book disasters involving waffle makers and plastic are covered – all part of the process of coming up with new designs.
Japan Business Etiquette
In those days Japan was the industrial powerhouse, and the company was formed by importing and reselling those shoes. The book contains many interesting passages and insights into individuals. I will not include any 'spoilers' here, though not all of them were positive interactions!
For almost a decade, the company survived only because of a loan facility by state banks. It is amazing to think that if those loans had been pulled at the wrong moment, the Nike we know today would simply not exist. It was a trading company from Japan (one of several big conglomerates of the day), which eventually saw Knight and his team through.
Nike Emerges from Blue Ribbon
Almost half of the book was over before Nike gets a mention in any other context than as a Greek Goddess. By this time there is already a core management team in place which features diverse personalities. They call themselves the 'Buttfaces'. The joke being that if you shouted 'Buttface' all of them would turn around…
Nike started out as a side project, and the team even tried hard to hide it from their Japan based suppliers. They went all-in on this after the relationship with their suppliers broke down – another do or die crisis.
The parts about going public are interesting, though for me those early years are best. The families, personalities and constant state of conflict keeps you turning pages. This is written in a very personal, first person style.
Follow Ups
Towards the end of the book is a look at where things are today, in terms of billions of dollars, and Phil Knight's friends in the sporting celebrity / business worlds. He comes across as humble throughout. The look back and those lost along the way, including one of his sons, brings a real human touch to this business-focused story.
I am happy to recommend this book. Not for any particular business insights (other than never give up!), more because it is a thoroughly engaging read.
Shoe Dog is available in a physical version and on Kindle via this page at amazon.co.uk
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Tag Archives: Automated Incident Manager
Smurfit Kappa synergises lone worker protection across all UK sites thanks to ANT Telecom
The Smurfit Kappa Group plc, the corrugated packaging company, has unified its complete lone worker protection solutions across 19 UK sites with the assistance of ANT Telecom.
ANT Telecom has been working with Smurfit Kappa since 2011 and initially provided lone worker devices across five of the company's sites to protect employees when working alone. These devices are designed to provide lone worker 'SOS' and 'Man Down' facilities in both normal and harsh environments whereby end users can raise an alert when the device's in-built panic button has been pressed or the tilt mechanism activated.
Nigel Elias, UK HSE manager at Smurfit Kappa, said: "The well-being of all of our staff is something we take very seriously and ensuring protection for our workers, especially when they're working alone, is paramount. ANT Telecom's lone worker devices have helped reassure our staff of their safety and give them the confidence that, should an incident occur, an alarm is triggered."
More recently, Smurfit Kappa wanted to enhance the lone worker solution and protect lone workers across its other sites. "We needed a way of ensuring that an alert had reached the correct response team and had been dealt with in a timely manner, with complete visibility of the alarm's audit trail," explained Elias.
In response, ANT Telecom presented its Automated Incident Manager, a critical alarm management platform that integrates with the hand-held lone worker devices. The solution automatically distributes the triggered alarm's information to designated local response teams and escalates the alarm if it's not acknowledged, thereby ensuring the incident is dealt with without delay.
Elias continued: "Alerting selected responders for each location is key for a multiple-site organisation such as ours. The hosted version of the solution was ideal due to its rapid deployment capability. The effectiveness of immediate alerts and scalability quickly prompted our decision to roll out the solution, along with lone worker Protector devices, across 19 of our sites, in turn enabling us to implement a more effective and robust lone worker process across the group."
Elias went on to state: "Our workforce isn't wholly comprised of lone workers. Therefore, a challenge for us was educating staff that, when they're working on their own, they need to be protected should an incident occur. With ANT Telecom's help and the business' consultative approach, we've built awareness of lone worker safety right across the company. This is something that has helped the business immensely in terms of improving employee morale."
To reinforce this further, ANT Telecom provided each individual site with a well-structured training initiative for how the system works. Representatives have worked closely with Smurfit Kappa's staff and continue to monitor the solution across the myriad sites involved in order to ensure that it's maintained and working effectively.
Klaus Allion, managing director at ANT Telecom, observed: "We're thrilled to be working with Smurfit Kappa in building a reliable and wide-scale solution across its sites to increase the Health and Safety of lone workers. We've provided Smurfit Kappa with an overall solution that puts both lone workers and stakeholders' minds at ease. Should an alarm be activated, the response time is going to be rapid."
Tagged as Alarms, ANT Telecom, Automated Incident Manager, Health and Safety, Lone Workers, Panic Button, Pro-Activ Publications, Responders, Risk Xtra, Smurfit Kappa Group plc, Stakeholders, TheSecurityLion, Training


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Buenos Aires named as Latin America's 'smartest city'
The Argentinian capital city of Buenos Aires has been named as the 'smartest city' in Latin America. The city has been recognized for its progressive digital innovation initiatives, sustainable policies and technology advancements - which has inevitably resulted in the city establishing itself as the leading 'smart city' on the continent.
French city introduces 'smart parking' solution to tackle traffic and pollution concerns
The beautiful French city of Montpellier in the South of France has announced that it has deployed a 'smart parking' solution that aims to address growing concerns raised over the city's pollution level which is being caused by traffic congestion.
SC2 and Huawei advance smart city developments in Saudi Arabia
Tech giant Huawei and Saudi service provider and operator, Smart City Solutions Company (SC2), have announced a newly signed agreement to collaborate on smart city projects in the Kingdom of Saudi Arabia.
Smart city technologies will increase IoT revenue to $62bn by 2026
Nee research into the global phenomenon of the Internet of Things (IoT) has claimed that revenue from the emerging technologies in the smart city sector will increase its total revenue from $25bn in 2017 to a whopping $62bn in 2026.
Technology developer deploys its IoT 'smart parking' solution in Australian city
Parking management technology developer 'Smart Parking' has officially deployed its Internet of Things-based parking solution in the Australian city of Casey. The cutting-edge solution specifically designed to transform your parking experience consists of 904 'Smart Parking vehicle detection sensors which are used in order to monitor space availability and mobility bays.
Turkish telecommunications operator rolls out NB-IoT for 'smart city' applications
Turkish telecommunications operator Turkcell has announced that it will rollout Narrow-Band-Internet of Things (NB-IoT) in order. to support 'smart city' applications and innovations which will be introduced in different sectors all across the country
US tech firm launches 'smart parking' solution by using IoT and Blockchain
US technology firm Net-Objex, an expert in Internet of Things and Blockchain has showcased a 'smart parking' payment solution described as a world first by using the IOTA decentralized network and cryptocurrency.
ZTE's innovative 'smart parking' solution wins prestigious award at MWC 2018
Chinese multinational telecommunications vendor ZTE has seen its innovative NB-IoT application recognized globally by being awarded the prestigious GLOMO award at Mobile World Congress 2018. It was ZTE's 'smart parking' solution which won the Best Mobile Service for the Connected Life GLOMO 2018 at the industry trade show currently being hosted in Barcelona.