CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Fifth Amendment and Extension Agreement
to
Receivables Purchase Agreement
This Fifth Amendment and Extension Agreement (this "Amendment") dated as
of November 29, 1993, to Receivables Purchase Agreement dated as of November
29, 1988, as amended by Amendment Agreement No. 1 dated as of December 21,
1988, Letter Agreement dated November 27, 1989, Second Amendment and Extension
Agreement dated as of November 29, 1990, Third Amendment and Extension
Agreement dated as of November 29, 1991, and Fourth Amendment and Extension
Agreement dated as of November 29, 1992 (as so amended, the "Purchase
Agreement") between CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the "Seller")
and THE FIRST NATIONAL BANK OF BOSTON (the "Bank"). Capitalized terms used
herein but not defined shall have the meanings assigned to them in the
Purchase Agreement.
WHEREAS, pursuant to 2.1(b) of the Purchase Agreement, the Purchase
Termination Date is scheduled to occur on the second anniversary of the
Closing Date, as extended for one-year periods from time to time, currently
extended to November 29, 1994; and
WHEREAS, by means of a letter dated October 15, 1993 from the Seller to
the Bank the Seller has requested that the Purchase Termination Date be
extended for an additional one-year period beyond November 29, 1994, and the
Bank is willing to so extend the Purchase Termination Date, on the terms and
conditions contained herein; and
WHEREAS, the Seller and the Bank wish to make certain other changes to
the Purchase Agreement, on the terms and conditions contained herein;
NOW, THEREFORE, the Bank and the Seller agree as follows:
Section 1. Amendment to the Purchase Agreement. The Purchase Agreement
is hereby amended by deleting Schedule 1.1 thereto and substituting therefor a
new Schedule 1.1 in the form attached hereto as Schedule 1.1.
Section 2. Extension of the Purchase Termination Date. The Bank hereby
agrees that the Purchase Termination Date referred to in 2.1(b) of the
Purchase Agreement shall be extended for an additional one-year period, such
that the Purchase Termination Date shall now occur on November 29, 1995.
Section 3. Representations and Warranties.
The Seller represents and warrants as follows:
(a) The execution and delivery of this Amendment and the performance by
the Seller of the Purchase Documents as amended hereby are within the
corporate powers of the Seller and have been duly authorized by all requisite
corporate action by the Seller, do not contravene (i) the Seller's Articles of
Association or by-laws or (ii) any law, rule, order, regulation or contractual
restriction (including, without limitation, any restriction in the Indenture)
binding on or affecting the Seller, and do not result in or require the
creation of any lien, security interest or other charge or encumbrance upon or
with respect to any of its properties.
(b) 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 and delivery of this Amendment or the performance by the Seller
of the Purchase Documents as amended hereby.
(c) This Amendment and the Purchase Documents as amended hereby are the
legal, valid and binding obligations of the Seller, enforceable against the
Seller in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
(d) The representations and warranties contained in Section 6 of the
Purchase Agreement are true and correct as of the date hereof as though made
on and as of the date hereof (except that references to financial statements
in Section 6.5 of the Purchase Agreement shall be deemed to refer to the most
recent financial statements delivered by the Seller thereunder).
(e) No Termination Event or event that, with the giving of notice or
passage of time or both would become a Termination Event, has occurred and is
continuing.
Section 4. Miscellaneous.
(a) This Amendment and the modifications to the Purchase Agreement set
forth herein shall be governed by and construed in accordance with the laws of
The Commonwealth of Massachusetts.
(b) On and after the date hereof, each reference in the Purchase
Agreement to "this Agreement" or words of like import shall mean and be deemed
to be a reference to the Purchase Agreement as amended hereby.
(c) Except as amended and modified hereby, the Purchase Agreement is in
all respects ratified and confirmed as of the date hereof, and the terms,
covenants and agreements therein shall remain in full force and effect.
(d) This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date and year first above written.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
Title: Treasurer
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx X. Head, Jr.
Title: Vice President
Schedule 1.1
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
CERTAIN CUSTOMERS
General Electric Co.
SKI, Ltd.
Wyeth Group
Specialty Paperboard
Stratton Corp.
Xxxx Molding
E.H.V. Industries
Eveready Battery Co.
Vermont Castings Foundry
Xxxxxxx Group
Xxxxxxx Controls
C&S Wholesale
Rutland Hospital
Xxxxxx Reels
OMYA
Middlebury College
Xxxxxxxxx Lumber Co.
Polymers, Inc.
Xxxxx Associates, Inc.
G.W. Plastics
November 29, 1993
