OBLIGATIONS UNDER THIS AGREEMENT INCURRED PRIOR TO THE
EFFECTIVE DATE OF TERMINATION AS SET FORTH IN THE PRECEDING SENTENCE.
14.13
IF THE AGENT IS REQUIRED AT ANY TIME TO RETURN TO THE COMPANY OR TO
A TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR OTHER SIMILAR OFFICIAL ANY PORTION
OF THE PAYMENTS MADE BY THE COMPANY TO THE AGENT AS RESULT OF A BANKRUPTCY OR
SIMILAR PROCEEDING WITH RESPECT TO THE COMPANY OR ANY OTHER PERSON OR ENTITY OR
OTHERWISE, THEN EACH LENDER SHALL, ON DEMAND OF THE AGENT, FORTHWITH RETURN TO
THE AGENT ITS RATABLE SHARE OF ANY SUCH PAYMENTS MADE TO SUCH LENDER BY THE
AGENT, TOGETHER WITH ITS RATABLE SHARE OF INTEREST AND/OR PENALTIES, IF ANY,
PAYABLE BY THE LENDERS; THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
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14.14
THE LENDERS AGREE TO MAINTAIN THE CONFIDENTIALITY OF ANY NON-PUBLIC
INFORMATION PROVIDED BY THE COMPANY TO THEM, IN THE ORDINARY COURSE OF THEIR
BUSINESS, PROVIDED, THAT THE FOREGOING CONFIDENTIALITY PROVISION SHALL TERMINATE
ONE (1) YEAR AFTER THE TERMINATION DATE OF THIS AGREEMENT, AND PROVIDED,
FURTHER, THAT ANY SUCH LENDERS MAY DISCLOSE SUCH INFORMATION (I) TO ANY
APPLICABLE BANK REGULATORY AND AUDITOR PERSONNEL, RATING AGENCIES OR INSURANCE
REGULATORS, (II) UPON THE ADVICE OF THEIR COUNSEL, (III) AS MAY BE REQUIRED BY
ORDER OF ANY COURT, LAW OR REGULATION, INCLUDING THE DISCLOSURE OF THE TAX
TREATMENT AND TAX STRUCTURE OF THE PROPOSED CREDIT FACILITY OR PROPER LEGAL
PROCESS TO BE DISCLOSED, (IV) TO ANY TRANSFEREE, ASSIGNEE OR PARTICIPANT WHICH
RECEIVES SUCH INFORMATION HAVING BEEN MADE AWARE OF THE CONFIDENTIAL NATURE
THEREOF AND HAVING AGREED TO ABIDE BY THE PROVISIONS OF THIS SECTION 14.14, (V)
TO ITS EMPLOYEES, DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER
PROFESSIONAL ADVISORS, AND TO EMPLOYEES AND OFFICERS OF ITS AFFILIATES WHO AGREE
TO BE BOUND BY THE PROVISIONS OF THIS SECTION 14.14 AND WHO HAVE A NEED FOR SUCH
INFORMATION IN CONNECTION WITH THIS AGREEMENT, OR (VI) WHICH HAS BEEN PUBLICLY
DISCLOSED OTHER THAN IN BREACH OF THIS AGREEMENT.
ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE PARTIES HERETO AND ANY SUCCESSOR OR ASSIGN (AND
ANY OF THEIR EMPLOYEES, REPRESENTATIVES OR OTHER AGENT OF ANY OF THE FOREGOING)
MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE "TAX
TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE MEANING OF TREASURY
REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS CONTEMPLATED HEREIN AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE OR
HAVE BEEN PROVIDED TO ANY OF THE FOREGOING RELATING TO SUCH TAX TREATMENT OR TAX
STRUCTURE, AND IT IS HEREBY CONFIRMED THAT EACH OF THE FOREGOING HAVE BEEN SO
AUTHORIZED SINCE THE COMMENCEMENT OF DISCUSSIONS REGARDING THE TRANSACTIONS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective, executed, accepted and delivered as of the date first written above
by their proper and duly authorized officers as of the date set forth above.
AQUILA, INC.
By:
/s/ Randy Miller
Title: Randy Miller
Vice President, Finance and