EXHIBIT 10 (i) 91
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of June 11, 1999 (this "Amendment") amends
the Credit Agreement dated as of December 4, 1998 (the "Credit Agreement") among
CH ENERGY GROUP, INC. (the "Company"), various financial institutions (the
"Lenders") and THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for
the Lenders (in such capacity, the "Administrative Agent"). Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.
WHEREAS, the Company, the Lenders and the Administrative Agent have
entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendment. Effective as set forth in Section 2, clause (iii) of
Section 5.3 of the Credit Agreement shall be amended by deleting the following
language therefrom:
"(it being understood that prior to the Funding Date, the Utility shall
obtain an amendment to or waiver of the change of control provision set
forth in Section 6.01(l) of its Credit Agreement dated as of October 23,
1996 with various financial institutions and Xxxxxx Guaranty Trust Company
of New York, as agent, which amendment or waiver shall permit the Utility
to become a Subsidiary of the Borrower)".
SECTION 2 Effectiveness. The amendment set forth in Section 1 above shall
become effective on the date when the Administrative Agent shall have received
counterparts of this Amendment executed by the Company and each Lender (it being
understood that, in the case of any Lender, the Administrative Agent may rely
upon facsimile confirmation of the execution of a counterpart hereof by such
Lender for purposes of determining the effectiveness hereof).
SECTION 3 Miscellaneous.
3.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. After this Amendment become effective, all references in the
Credit Agreement and the other Loan Documents to "Credit Agreement" or similar
terms shall refer to the Credit Agreement as amended hereby.
3.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the parties herto on separate counterparts, and each such
counterpart shall be deemed to be an original but all such counterparts shall
together constitute one and the same Amendment.
3.3 Governing Law. This Amendment shall be governed by the laws of
the State of Illinois applicable to contracts made and to be performed
entirely within such State.
3.4 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the respective successors and assigns
of the Lenders and the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
CH ENERGY GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------
Title: Secretary and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Administrative Agent
By:_______________________
Title______________________
THE CHASE MANHATTAN BANK
By:_______________________
Title:______________________
MARINE MIDLAND BANK
By:________________________
Title:______________________
