Exhibit B-1(a)
[EXECUTION COPY]
SECOND AMENDMENT TO THE
CREDIT AGREEMENT
Dated as of October 24th, 1995
This SECOND AMENDMENT (the "Amendment") is made by and among
GENERAL PUBLIC UTILITIES CORPORATION, a Pennsylvania corporation
("GPU"), JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey
corporation ("JC"), METROPOLITAN EDISON COMPANY, a Pennsylvania
corporation ("ME"), and PENNSYLVANIA ELECTRIC COMPANY, a
Pennsylvania corporation ("PE") (GPU, JC, ME and PE each being
individually a "Borrower" and being, collectively, the
"Borrowers"), the banks listed on the signature pages of this
Amendment (the "Banks"), CHEMICAL BANK and CITIBANK, N.A., as
co-agents for the Banks (the "Co-Agents"), and CHEMICAL BANK, as
administrative agent for the Banks (the "Administrative Agent").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Co-Agents, the Banks and the
Administrative Agent have entered into a Credit Agreement, dated
as of March 19, 1992, as amended by the First Amendment to the
Credit Agreement, dated as of November 1, 1994 (such Credit
Agreement, as so amended, hereinafter referred to as the "Credit
Agreement"). Capitalized terms used but not defined herein shall
have the meanings assigned such terms in the Credit Agreement.
(2) The Borrowers have requested that the Banks agree to
further amend the Credit Agreement to (i) increase the amount of
unsecured Debt GPU may incur from $125,000,000 to $225,000,000 at
any one time outstanding under Section 5.02(b)(xi) and (ii)
increase the amount of permitted guaranties by GPU of obligations
of any Subsidiary of GPU from $175,000,000 to $375,000,000 at any
one time outstanding under Section 5.02(c)(viii).
(3) The Banks, on the terms and conditions hereinafter set
forth, are willing to grant the request of the Borrowers.
NOW, THEREFORE, in consideration of the premises and in
order to induce the Banks to amend the Credit Agreement pursuant
to the terms below, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2
hereof, hereby amended as follows:
(a) Section 5.02(b)(xi) is amended in full to read as
follows:
(xi) any other unsecured Debt not to exceed, in the
case of GPU, the aggregate amount of $225,000,000 at
any one time outstanding and, in the case of each of
JC, PE and ME, the aggregate amount of $200,000,000 at
any one time outstanding.
(b) Section 5.02(c)(viii) is amended in full to read as
follows:
(viii) guaranties by GPU of obligations of any
Subsidiary of GPU (only for so long as such Person is a
Subsidiary of GPU), not to exceed the aggregate amount
of $375,000,000 at any one time outstanding.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Administrative Agent
shall have received (a) counterparts of this Amendment executed
by the Borrowers and all of the Banks, and (b) all of the
following documents, in form and substance satisfactory to the
Co-Agents, each (unless otherwise indicated) being dated the date
of receipt thereof by the Administrative Agent (which date shall
be the same for all such documents) in sufficient copies for each
Bank:
(i) A certificate of the Chief Financial Officer
of each Borrower certifying that any and all necessary
corporate action and governmental approvals, including,
without limitation, appropriate orders of the SEC under
the Utility Act and of the PaPUC, with respect to the
execution, delivery and performance by each Borrower of
the Credit Agreement, as amended hereby, and this
Amendment, have been obtained.
(ii) A certificate of the Secretary or an
Assistant Secretary of each Borrower certifying (A) the
names and true signatures of the officers of such
Borrower authorized to sign this Amendment and (B) that
the Articles of Incorporation of such Borrower, and all
amendments thereto, and the Bylaws of such Borrower
have not been amended or otherwise modified since
November 1, 1994, in each case as in effect on such
date, except as may be set forth in such certificate.
SECTION 3. Representations and Warranties of the Borrower.
Each Borrower represents and warrants with respect to itself as
follows:
(a) The representations and warranties of such Borrower
contained in Section 4.01 of the Credit Agreement, as amended
hereby, are true and correct on and as of the date hereof as
though made on and as of such date.
(b) The execution, delivery and performance by the
Borrowers of this Amendment is within such Borrower's corporate
powers, have been duly authorized by all necessary corporate
action and do not contravene (i) such Borrower's charter or
by-laws or (ii) law or any material contractual restriction
binding on or affecting such Borrower, and do not result in or
require the creation of any Lien upon or with respect to any of
its properties.
(c) No authorization or approval or other action by,
and no notice to, or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by such Borrower of this Amendment or the Credit
Agreement, as amended hereby, except for (i) in the case of each
Borrower, an appropriate order of the SEC under the Utility Act
and (ii) in the case of each of ME and PE, an appropriate order
or orders of the PaPUC, each of which orders has been duly
obtained, is in full force and effect and is sufficient for its
purpose; provided, however, that the Borrowers are required to
obtain an additional order of the SEC under the Utility Act in
order to obtain any Borrowing after December 31, 1997, and GPU is
required to obtain an additional order of the SEC under the
Utility Act in order for GPU to obtain Borrowings hereunder in
excess of $200,000,000 in the aggregate at any one time
outstanding.
(d) This Amendment and the Credit Agreement, as amended
by this Amendment, constitute the legal, valid and binding
obligations of such Borrower, enforceable against such Borrower
in accordance with their respective terms; provided, however,
that the Borrowers are required to obtain an additional order of
the SEC under the Utility Act in order to obtain any Borrowing
after December 31, 1997, and GPU is required to obtain an
additional order of the SEC under the Utility Act in order for
GPU to obtain Borrowings hereunder in excess of $200,000,000 in
the aggregate at any one time outstanding.
(e) There is no pending or, to the knowledge of such
Borrower, threatened action or proceeding affecting such Borrower
before any court, governmental agency or arbitrator, which could
reasonably be expected to materially adversely affect the ability
of such Borrower to perform its obligations under this Amendment
or the Credit Agreement, as amended by this Amendment.
(f) No event has occurred and is continuing that
constitutes an Unmatured Default or an Event of Default.
SECTION 4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment, on and
after the date hereof, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit
Agreement shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of the Banks, the
Co-Agents or the Administrative Agent under the Credit Agreement
and the Notes, nor constitute a waiver of any provision of the
Credit Agreement.
SECTION 5. Costs, Expenses and Taxes. The Borrowers agree to
pay on demand all reasonable costs and expenses in connection
with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of King & Spalding, special counsel for
the Co-Agents with respect thereto and with respect to advising
the Co-Agents and the Administrative Agent as to their respective
rights and responsibilities hereunder and under the Credit
Agreement, and all costs and expenses (including, without
limitation, reasonable counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Amendment. In addition,
the Borrowers shall pay any and all stamp and other taxes payable
or determined to be payable in connection with the execution and
delivery of this Amendment and the other instruments and
documents to be delivered hereunder, and agree to save the
Co-Agents, the Administrative Agent and each Bank harmless from
and against any and all liabilities with respect to, or resulting
from, any delay in paying or omission to pay such taxes.
SECTION 6. Execution in Counterparts. This Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.
SECTION 7. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
New York.
Amendment S-l
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
GENERAL PUBLIC UTILITIES
CORPORATION
By:_____________________________________
Name: X.X. Xxxxxx
Title: Vice President & Treasurer
JERSEY CENTRAL POWER & LIGHT
COMPANY
By:_____________________________________
Name: X.X. Xxxxxx
Title: Vice President & Treasurer
METROPOLITAN EDISON COMPANY
By:_____________________________________
Name: X.X. Xxxxxx
Title: Vice President & Treasurer
PENNSYLVANIA ELECTRIC COMPANY
By:_____________________________________
Name: X.X. Xxxxxx
Title: Vice President & Treasurer
