EXHIBIT 10.83.1
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FIRST AMENDMENT TO
CREDIT AGREEMENT
FIRST AMENDMENT, dated as of April 15, 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, Borrower and 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, Borrower and Lending Group have agreed to amend the
Credit Agreement in the manner, and on the terms and
conditions, provided for herein in order to clarify certain
ambiguities therein to better reflect the intentions of the
parties.
NOW THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, Borrower
and 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. Amendment to Section 5.2 of the Credit Agreement.
Section 5.2 of the Credit Agreement is hereby amended by
adding a new subsection (e) immediately following subsection
(d) thereto to read as follows:
"(e) No Material Adverse Effect. No fact has become known
to the Borrower which has had or in the reasonable judgment
of the Borrower may in the future have a materially adverse
effect on the business, operations, assets, liabilities,
financial condition, results of operations or business
prospects of the Borrower or on its ability to perform its
obligations under this Agreement or the Existing Letter of
Credit Agreements since the Closing Date."
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President, Chief Financial Officer and 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
