FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
99.2
FIRST AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "Agreement") is made
and entered into as of this 3rd day of December, 2008, with an effective date as
set forth in Section 3 hereof, by and among PPL ELECTRIC UTILITIES CORPORATION,
a Pennsylvania corporation (the "Borrower"), the
lenders party to the Credit Agreement referred to below (the “Lenders”) that have
executed a Lender Authorization in the form set forth as Exhibit A attached
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
Lenders (in such capacity, the “Administrative
Agent”).
Statement of
Purpose
The Lenders agreed to extend certain
credit facilities to the Borrower pursuant to the Third Amended and Restated
Credit Agreement, dated as of May 4, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"),
by and among the Borrower, the Lenders and the Administrative
Agent.
The Borrower has requested, and the
Lenders and the Administrative Agent have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as specifically set
forth herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION
1. Definitions. All
capitalized, undefined terms used in this Agreement (including, without
limitation, in the Statement of Purpose hereto) shall have the meanings assigned
thereto in the Credit Agreement.
SECTION
2. Amendments. Subject
to and in accordance with the terms and conditions set forth herein, the
Administrative Agent and the Lenders hereby agree to amend the Credit Agreement
as follows:
(a) The
definition of "Revolving" contained
in Section 1.01 of the Credit Agreement is hereby amended by inserting a
reference to Section "2.01," immediately prior to the reference to Section 2.08
in clause (i) of such definition.
(b) Section
2.01 of the Credit Agreement is hereby amended by inserting the following
language in lieu of the period at the end of the first sentence of such
Section:
"provided, further, that for
purposes of the immediately preceding proviso and all other provisions of this
Agreement and each other Loan Document, at any time there is a Defaulting
Lender, the aggregate Revolving Commitments shall be reduced by an amount equal
to the remainder of (a) such Defaulting Lender's Revolving Commitment minus (b)
the principal amount of such Defaulting Lender's Revolving Outstandings in
respect of Revolving Loans."
(c) Section
2.08 of the Credit Agreement is hereby amended by inserting the following clause
(d) in proper alphabetical order to such Section:
“(d) Optional
Termination of Defaulting Lenders Commitment
(Non-Pro-Rata). At any time a Lender is a Defaulting Lender,
the Borrower may terminate in full the Revolving Commitment of such Defaulting
Lender by giving notice to such Defaulting Lender and the Administrative Agent,
and such Defaulting Lender has consented in writing to such termination, such
consent not to be unreasonably withheld or delayed; provided, that, (i)
at the time of such termination, (A) no Default or Event of Default has occurred
and is continuing (or the Required Lenders consent to such termination) and (B)
either (x) no Revolving Loans or Swingline Loans are outstanding or (y) the
aggregate Revolving Outstandings of such Defaulting Lender in respect of
Revolving Loans is zero; (ii) concurrently with such termination, the aggregate
Revolving Commitments of all Lenders shall be reduced by the Revolving
Commitment of the Defaulting Lender (it being understood that the Borrower may
not terminate the Revolving Commitment of a Defaulting Lender if, after giving
effect to such termination, the aggregate Revolving Outstandings would exceed
the aggregate Revolving Commitments of all Lenders); and (iii) concurrently with
any subsequent payment of interest or fees to the Lenders with respect to any
period before the termination of the Revolving Commitment of such Defaulting
Lender, the Borrower shall pay to such Defaulting Lender its ratable share
(based on its Revolving Commitment Ratio before giving effect to such
termination) of such interest or fees, as applicable. The termination
of the Revolving Commitment of a Defaulting Lender pursuant to this Section
2.08(d) shall not be deemed to be a waiver of any right that the Borrower, the
Administrative Agent, any Issuing Lender or any other Lender may have against
such Defaulting Lender."
(d) Section
2.09(a) of the Credit Agreement is hereby amended by inserting the following
clause (iv) in proper numerical order to such Section:
"(iv) If
a Lender at any time becomes a Defaulting Lender and the aggregate Revolving
Outstandings of all Lenders at such time exceed an amount equal to the total of
(A) the aggregate Revolving Commitments of all Lenders minus (B) such Defaulting
Lender's Revolving Commitment plus (C) the aggregate principal amount of such
Defaulting Lender's Revolving Outstandings in respect of Revolving Loans, then
the Borrower shall promptly (and in any event within three Business days) prepay
Revolving Loans, Swingline Loans and/or cash collateralize any Letter of Credit
Liabilities (as set forth in Section 2.09(a)(ii)) in an amount sufficient to
eliminate such excess. Except for the mandatory nature thereof, any
prepayments of Revolving Loans shall be subject to the provisions of Section
2.10 (a) (provided that any such prepayment may be in any amount that is an
integral multiple of $1,000,000), and any prepayment of Swingline Loans shall be
subject to the provisions Section 2.02(b). If the circumstances
giving rise to the requirement that the Borrower cash collateralize any Letter
of Credit Liabilities pursuant to this Section 2.09(a)(iv) cease to exist, then
the Administrative Agent shall promptly return such cash collateral to the
Borrower."
SECTION
3. Effectiveness. The amendments
set forth in Section 2 of this Agreement shall be deemed to be effective upon
receipt by the Administrative Agent of (a) counterparts of this Agreement
executed by the Borrower and the Administrative Agent and (b) Lender
Authorizations executed by the Required Lenders pursuant to Section 9.05 of the
Credit Agreement.
SECTION
4. Effect
of Agreement. Except as expressly provided herein, the Credit
Agreement (as amended hereby) and the other Loan Documents shall remain in full
force and effect. This Agreement shall not be deemed (a) to be a
waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document, (b) to prejudice
any right or rights which the Administrative Agent or the Lenders may now have
or may have in the future under or in connection with the Credit Agreement or
the other Loan Documents or any of the instruments or agreements referred to
therein, as the same may be amended, restated, supplemented or modified from
time to time, or (c) to be a commitment or any other undertaking or expression
of any willingness to engage in any further discussion with the Borrower, any of
its Subsidiaries or any other Person with respect to any waiver, amendment,
modification or any other change to the Credit Agreement or the Loan Documents
or any rights or remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such
documents. References in the Credit Agreement to “this Agreement”
(and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or
other words of like import) and in any Loan Document to the “Credit Agreement”
shall be deemed to be references to the Credit Agreement as modified
hereby.
SECTION
5. Representations and
Warranties. (a) By its execution hereof, the Borrower
certifies that (i) each of the representations and warranties set forth in the
Credit Agreement and the other Loan Documents (both before and after giving
effect to this Agreement and the transactions contemplated hereby) is true and
correct as of the date hereof as if fully set forth herein, except for (A) any
representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date and (B) the
representations and warranties in Section 5.04(c), Section 5.05 and Section 5.13
of the Credit Agreement, which shall be deemed only to relate to the matters
referred to therein on and as of the Closing Date); and (ii) no Default or Event
of Default has occurred and is continuing as of the date hereof both before and
after giving effect to this Agreement and the transactions contemplated
hereby.
(b) By
its execution hereof, the Borrower hereby represents and warrants that it has
the right, power and authority and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and each
other document executed in connection herewith to which it is a party in
accordance with their respective terms.
(c) By
its execution hereof, the Borrower hereby represents and warrants that this
Agreement and each other document executed in connection herewith has been duly
executed and delivered by its duly authorized officers, and each such document
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar.
SECTION
6. Costs,
Expenses and
Taxes. The
Borrower agrees to pay in accordance with the terms of the Credit Agreement all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, administration of this Agreement and the other
instruments and documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities hereunder and
thereunder.
SECTION 7. Execution in
Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement
or Lender Authorization by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.
SECTION 8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
SECTION 9. Fax
Transmission. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed
copy of this Agreement may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto
agree to execute an original of this Agreement as well as any facsimilie,
telecopy or other reproduction hereof.
SECTION
10. Entire
Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements and contemporaneous oral agreements, of the
parties concerning its subject matter.
SECTION 11. Successors and
Assigns. This Agreement shall be binding on and insure to the
benefit of the parties and their heirs, beneficiaries, successors and permitted
assigns.
[Signature
Pages Follow]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed under seal by their duly authorized
officers, all as of the day and year first written above.
PPL ELECTRIC UTILITIES
CORPORATION, as Borrower
By: ____________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL
ASSOCIATION,
|
as
Administrative Agent, Lender, Swingline Lender and Issuing
Lender
|
By: ____________________________________
Name:
Title:
Exhibit
A
Form of Lender
Authorization
LENDER
AUTHORIZATION
PPL
Electric Utilities Corporation
Third
Amended and Restated Credit Agreement
[ ]
__, 2008
Wachovia
Bank, National Association
0000 Xxxx
X.X. Xxxxxx Xxxx.
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention: Syndication
Agency Services
|
Re:
|
First
Amendment to Third Amended and Restated Credit Agreement dated as of May
4, 2007 (as amended, the “Credit
Agreement”) by and among PPL
Electric Utilities Corporation (the “Borrower”), the
several banks and other financial institutions or entities from time to
time party thereto, as lenders (the “Lenders”), and
Wachovia Bank, National Association, as administrative agent (the “Administrative
Agent”) (the “First
Amendment”)
|
This
Authorization acknowledges our receipt and review of the execution copy of the
First Amendment in the form posted on PPL Electric Utilities Corporation
SyndTrak Online workspace. By executing this Authorization, we hereby
approve the First Amendment and authorize the Administrative Agent to execute
and deliver the First Amendment on our behalf.
Each
financial institution executing this Authorization agrees or reaffirms that it
shall be a party to the Credit Agreement and the other Loan Documents (as
defined in the Credit Agreement) to which Lenders are parties and shall have the
rights and obligations of a Lender (as defined in the Credit Agreement), and
agrees to be bound by the terms and provisions applicable to a “Lender" under
each such agreement. In furtherance of the foregoing, each financial
institution executing this Authorization agrees to execute any additional
documents reasonably requested by the Administrative Agent to evidence such
financial institution’s rights and obligations under the Credit
Agreement.
______________________________________
[Insert name of applicable financial
institution]
By: ___________________________________
Name: _________________________________
Title: __________________________________