EXHIBIT 10.83.2
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SECOND AMENDMENT TO
CREDIT AGREEMENT
SECOND AMENDMENT, dated as of June 2, 1998 (this
"Amendment"), to the Credit Agreement referred to below by
and among CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a
Vermont corporation ("Borrower"), each of the lenders that
is a signatory to the Credit Agreement or which, pursuant to
Section 10.6 thereof shall become a "Lender" thereunder (the
"Lenders"), FLEET NATIONAL BANK, as syndication agent (the
"Syndication Agent") and TORONTO DOMINION (TEXAS), INC., as
agent for the Lenders hereunder (the "Agent"; Lenders,
Syndication Agent and Agent are sometimes collectively
referred to herein as the "Lending Group").
WITNESSETH
WHEREAS, the Borrower and the Lending Group are parties to
that certain Credit Agreement, dated as of November 5, 1997
(as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Lending Group have agreed to
amend the Credit Agreement in the manner, and on the terms
and conditions, provided for herein.
NOW THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the
Borrower and the Lending Group hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the
Credit Agreement.
2. Amendments to the Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended
by (1) inserting the text "0.25% plus" immediately prior to
the text "the greater of" appearing in the first sentence of
the definition of "ABR".
(b) Section 1.1 of the Credit Agreement is hereby further
amended by deleting in its entirety the table appearing in
the definition of "Applicable Margin" and inserting in lieu
thereof the following new table and text:
"Debt Rating Applicable Margin
BB (or lower) 1.00%
BB+ 0.75%
BBB- 0.55%
BBB 0.475%
BBB+ 0.435%
A- 0.40%
A (or higher) 0.375%"
(c) Section 1.1 of the Credit Agreement is hereby further
amended by deleting in its entirety the definition of
"Maturity Date" appearing therein and inserting in lieu
thereof the following new definition:
"Maturity Date" shall mean June 1, 1999, unless extended as
provided in Section 2.6(b), in which case the Maturity Date
shall mean June 1, 2000, June 1, 2001, June 1, 2002 or
November 5, 2002, as the case may be.
(d) Section 1.1 of the Credit Agreement is hereby further
amended by inserting in appropriate alphabetical order the
following new definition:
"Aggregate Commitment Increase Date" means the date on which
all of the following conditions are satisfied:
(i) the Loans and all other obligations of the Borrower to
the Agent and the Lenders pursuant to the Loan Documents
shall have been secured by a duly perfected second priority
security interest in all the properties and other assets
that secure the First Mortgage Bonds (the "Collateral"),
subject only to the security interest in favor of the
holders of the First Mortgage Bonds, and such documentation
as shall be reasonably required by the Agent and the Lenders
to evidence the granting of such second priority security
interest (the "Security Documentation") shall have been duly
executed and delivered by the parties thereto;
(ii) the parties hereto shall have executed an amendment to
the Credit Agreement (the "Amendment"), in form and
substance satisfactory to the Agent and the Lenders,
reflecting the provisions set forth in the Summary of Terms
and Conditions attached hereto as Schedule 2 (including,
without limitation, the granting of such second priority
security interest in the Collateral), and such amendment
shall be in full force and effect;
(iii) the Borrower shall have received the approval of the
Vermont Public Service Board and the approval of or waiver
by any other state regulatory body with jurisdiction, in
each case required for (x) (A) the 0.25% increase in the ABR
and the Applicable Margin and (B) the extensions of the
Maturity Date, in each case effected by the Second Amendment
to this Agreement and (y) the grant of the security interest
to the Lenders in the Collateral;
(iv) the Agent shall have received evidence that all other
actions necessary or, in the opinion of the Agent and its
counsel, desirable to perfect and protect the security
interest purported to be created by the Security
Documentation have been taken; and
(v) the Agent shall have received such legal opinions and
other certificates as the Agent may reasonably request
relating to the Security Documentation, the security
interest taken in the Collateral and the Amendment.
"Second Amendment Consent Date" shall mean the date on which
the Borrower shall have received the approval of the Vermont
Public Service Board and the approval of or waiver by any
other state regulatory body with jurisdiction, in each case
required for (x) the 0.25% increase in the ABR and the
Applicable Margin and (y) the extensions of the Maturity
Date, in each case effected by the Second Amendment to this
Agreement.
(e) Section 2.3(a) of the Credit Agreement is hereby
amended by inserting immediately after the table appearing
therein the following new text:
"Notwithstanding anything to the contrary set forth herein,
solely for purposes of calculating the above facility fee,
the Aggregate Commitment Increase Date shall be deemed to
have occurred."
(f) Section 2.3(c) of the Credit Agreement is hereby
amended by deleting the word "If" appearing at the beginning
of such Section, and inserting in lieu thereof the new text
"At any time on and after the Aggregate Commitment Increase
Date, if".
(g) Section 2.6 of the Credit Agreement is hereby amended
by deleting in their entirety paragraphs (b) and (c)
thereof, and inserting in lieu thereof the following new
paragraph (b):
"(b) So long as (i) no Default or Event of Default has
occurred and is continuing, (ii) there has been no material
adverse change in the business or financial condition of the
Borrower since the date of the Second Amendment to this
Agreement, (iii) the Second Amendment Consent Date shall
have occurred and (iv) the Borrower has delivered to the
Agent such evidence thereof as the Agent may reasonably
request, then upon June 1, 1999 and each of the first,
second and third anniversaries thereof, the Borrower may, at
its option, subject to the approval of all of the Lenders,
extend the Maturity Date for an additional one-year period,
provided that in the case of any such extension of the
Maturity Date beyond June 1, 2002 such Maturity Date shall
be extended for a period ending on November 5, 2002."
(h) Section 5.2(e) of the Credit Agreement is hereby
amended by deleting the text "the Closing Date" appearing
therein and inserting the text "(x) the date of the Second
Amendment to this Agreement" in lieu thereof.
(i) The Credit Agreement is hereby further amended by
deleting in its entirety Schedule 1 attached thereto and
inserting in lieu thereof Schedule 1 attached hereto.
3. No Other Amendments. Except as expressly amended,
herein, each of the Credit Agreement and the other Loan
Documents shall be unmodified and shall continue to be in
full force and effect in accordance with its terms.
4. Effectiveness. This Amendment shall become effective as
of the date hereof.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
6. Counterparts. This Amendment may be executed by the
parties hereto on any number of separate counterparts and
all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(SIGNATURE PAGE FOLLOWS)
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day
and year first above written.
Borrower:
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇. Vice President, CFO, Treasurer
Agent:
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
Vice President
Lenders:
TORONTO DOMINION (NEW YORK), INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
CITIZENS BANK NEW HAMPSHIRE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Schedule 1
COMMITMENTS OF THE LENDERS
At any time during the period ending on the Aggregate
Commitment Increase Date:
Lender: Toronto Dominion (New York), Inc.
Address: ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $3,000,000
Commitment Percentage: 30%
Lender: BankBoston
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $2,000,000
Commitment Percentage: 20%
Lender: Citizens Bank
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $1,500,000
Commitment Percentage: 15%
Lender: Fleet National Bank
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $3,500,000
Commitment Percentage: 35%
Total Commitment: $10,000,000
Total Commitment Percentage: 100%
At any time on and after the Aggregate Commitment Increase
Date:
Lender: Toronto Dominion (New York), Inc.
Address: ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $15,000,000
Commitment Percentage: 30%
Lender: BankBoston
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $10,000,000
Commitment Percentage: 20%
Lender: Citizens Bank
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $7,500,000
Commitment Percentage: 15%
Lender: Fleet National Bank
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment: $17,500,000
Commitment Percentage: 35%
Total Commitment: $50,000,000
Total Commitment Percentage: 100%
Schedule 2
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
CREDIT FACILITIES
Summary of Terms and Conditions
May 20, 1998
Reference is made to (i) that certain Credit Agreement,
dated as of November 5, 1997 (as amended by the First
Amendment thereto, dated as of April 15, 1998, the "Credit
Agreement" capitalized terms defined therein being used
herein as therein defined) among Central Vermont Public
Service Corporation (the "Company"), the lenders from time
to time party thereto (the "Lenders") and Toronto Dominion
(Texas), Inc., as agent for the Lenders (in such capacity,
the "Agent") and (ii) (A) the Amended and Restated
Reimbursement Agreement, dated as of September 24, 1992, as
amended, between the Company and The Toronto-Dominion Bank,
through its Houston Office (the "Bank"), (B) the
Reimbursement Agreement, dated as of April 29, 1993, as
amended, between the Company and Central Vermont Public
Service Corporation - East Barnet Hydroelectric, Inc.,
together with the Company's guaranty related thereto, and
(C) the Letter of Credit and Reimbursement Agreement, dated
as of November 1, 1994, as amended, between the Company and
the Bank (collectively, the "Reimbursement Agreements").
The following represents an outline of proposed
modifications to the Credit Agreement (the "Amendment") and
to each of the Reimbursement Agreements (collectively, the
"Reimbursement Agreement Amendments") in connection with,
among other things, the Company providing collateral to
secure the Company's obligations under the Loan Documents
and the Reimbursement Agreements. The following is for
discussion purposes only and is not a commitment on the part
of the Agent or any Lender to modify the Credit Agreement or
any other Loan Document, or on the part of the Bank to
modify the Reimbursement Agreements or to waive any
provision thereof or to take or omit to take any action and
any such agreement on the part of the Agent, any Lender or
the Bank would be in a separate written instrument signed by
the Agent, each Lender and the Bank, as the case may be,
following satisfactory completion of their due diligence,
internal review and approval process. Without limiting the
foregoing, it is currently contemplated that except as set
forth below the Credit Agreement, the other Loan Documents
and the Reimbursement Agreements will remain substantially
unchanged.
I. AMENDMENT GENERAL PROVISIONS
Maturity: The Maturity Date shall be amended to June 1,
1999. Subject to the unanimous approval of all of the
Lenders in their sole discretion and of the Company, the
Maturity Date may be extended for one year on each
anniversary thereof.
Interest Rate: After giving effect to the Amendment, each
Revolving Loan shall bear interest at a rate .25% higher
than would otherwise be applicable absent the Amendment.
Collateral: The Loans and all other obligations of the
Company to the Agent and the Lenders pursuant to the Loan
Documents shall be secured by a perfected second priority
security interest in all of the properties and other assets
that secure the First Mortgage Bonds (the "Collateral"),
subject only to the security interest in favor of the
holders of the First Mortgage Bonds (the "Bondholders").
The Company will grant such second priority security
interest in favor of the Agent on behalf of the Lenders
pursuant to documentation (the "Security Documentation")
reasonably satisfactory to the Lenders. Without limiting
the foregoing, it is currently contemplated that such
documentation will be substantively the same as the
Indenture of Mortgage pursuant to which the First Mortgage
Bonds have been issued, as supplemented from time to time
(the "First Mortgage Indenture"), including with respect to
additional representations, warranties and covenants, except
for changes necessitated by the relative priorities of the
security interests granted in favor of the Bondholders and
those granted in favor of the Lenders and other changes
mutually agreed to by the Company and the Lenders; provided,
however, that for purposes of the issuance of additional
indebtedness and the release of property from the lien
granted under the Security Documentation, the Company shall
not have breached any of its warranties or covenants to the
Lenders if it has satisfied the applicable requirements
under the First Mortgage Indenture and, provided, further,
that if the Company has satisfied the requirement under the
First Mortgage Indenture to release property thereunder, the
Agent shall release such property from the lien granted
under the Security Documentation upon such release under the
First Mortgage Indenture; and, provided, further, that the
Company shall not be required to satisfy specific issuance
tests with respect to the incurrence of additional
indebtedness with each borrowing under the Credit Agreement
as amended by the Amendments.
Unsecured Borrowing: Until such time as the Company shall
have received the approval of the Vermont Public Service
Board required for the grant of the security interest to the
Lenders as described under "Collateral" above, the Company
shall be entitled to borrow on an unsecured basis, in one or
more borrowings an aggregate amount at any one time
outstanding not in excess of $10,000,000, which borrowings
shall accrue interest at the rate provided under the Credit
Agreement, as amended by the provision referred to under
"Interest Rate" above. If the accrual of interest at such
higher rates is subject to the approval of the Vermont
Public Service Board, such borrowings shall accrue interest
at the current rates and the Company shall pay a fee to the
Lenders at the time such approval is obtained equal to the
increased compensation the Lenders would have received had
such borrowings borne interest at the higher rates.
Mandatory Commitment
Reductions and Prepayments
Upon Future Bond
Financings: If at any time, the Company issues any First
Mortgage Bonds after the date hereof, the net proceeds
thereof will be applied to the repayment of any outstanding
Loans. In addition, the Aggregate Commitment shall be
reduced by the amount of such net proceeds.
II. CERTAIN CONDITIONS TO AMENDMENT
The effectiveness of the Amendment will be conditioned upon,
among other things, satisfaction of the following conditions
precedent:
1. The Company, the Agent and each Lender shall have
executed and delivered the Amendment, and the applicable
parties shall have executed and delivered the Security
Documentation and all such other instruments and agreements
related thereto (all such documentation, including the
Amendment, collectively the "Amendment Documentation") in
each case in form and substance satisfactory to the Lenders.
2. All governmental and third party approvals (including
the approval of the Vermont Public Service Board) necessary
or advisable in connection with the execution, delivery and
performance of the Amendment Documentation, including the
granting of the security interest in the Collateral shall
have been obtained and be in full force and effect.
3. No Default or Event of Default shall have occurred and
be continuing after giving effect to the execution and
delivery of the Amendment Documentation.
4. All filings and other actions required to perfect the
second priority security interest in favor of the Agent on
behalf of the Lenders in all the Collateral shall have been
duly made or taken, and the Collateral shall be free and
clear of all other liens other than those in favor of the
Bondholders and other customary exceptions to be agreed
upon.
5. All representations and warranties set forth in the
Credit Agreement shall be true and correct in all material
respects with the same effect as though made at the time of
the execution and delivery by the Company of the Amendment
Documentation.
6. The Lenders shall have received such legal opinions,
corporate documents and other instruments as are customary
for transactions of this type or as the Agent may reasonably
request, in each case in form and substance satisfactory to
the Agent. Such opinions shall include, without limitation,
an opinion of counsel to the Company concluding that the
execution and delivery of the Amendment Documentation will
not conflict with, or otherwise result in a breach of any of
the terms of, the First Mortgage Indenture.
III REIMBURSEMENT AGREEMENT AMENDMENTS
Facility Fee and
Interest Rates: After giving effect to the Reimbursement
Agreement Amendments, the Facility Fees and interest rates
as and to the extent payable payable under each of the
Reimbursement Agreements shall be increased by .25%.
Collateral: The obligations of the Company to the Bank
under the Reimbursement Agreements shall be secured pari
passu with the Loans and other obligations of the Company to
the Agent and the Lenders as described under "Collateral" in
I above. The Agent will act as collateral agent for itself
and the Lenders, as well as the Bank.
Conditions: The effectiveness of the Reimbursement
Agreement Amendments will be subject to conditions that are
comparable to those listed in II above.
