EXHIBIT A.1
SECOND AMENDMENT
SECOND AMENDMENT dated as of May 12, 1995 (this "Second Amendment") to the
Credit Agreement dated as of February 11, 1992, as amended pursuant to a
First Amendment dated as of April 30, 1993, among Bankers Trust Company, not
in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it, State Street Bank and Trust Company of
Connecticut, National Association (which is the successor trustor to the New
Connecticut Bank and Trust Company, National Association, as assignee of the
Federal Deposit Insurance Corporation, as receiver of The Connecticut Bank
and Trust Company, National Association), as Trustor, and the Connecticut
Light and Power Company and Western Massachusetts Electric Company, as
Beneficiaries, each of the financial institutions party thereto, and The
First National Bank of Chicago, as agent for such financial institutions (as
so amended and as it may have been otherwise supplemented or modified through
the date hereof, the "Existing Credit Agreement").
The parties hereto wish to amend the Existing Credit Agreement in certain
respects and accordingly hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all terms used
herein which are defined in the Existing Credit Agreement shall have the
meanings assigned to them therein.
2. Extension of the Maturity Date. The parties hereto hereby agree that
notwithstanding anything to the contrary set forth in Section 2.5.6 or any
other provision of the Existing Credit Agreement, (i) this Second Amendment
shall be deemed to be an Extension Letter delivered to the Bank Agent
pursuant to Section 2.5.6 of the Existing Credit Agreement by the end of the
Extension Request Period (as defined in Section 2.5.6 of the Existing Credit
Agreement) beginning January 1, 1995, and (ii) upon the satisfaction of the
conditions precedent set forth in Section 5 of this Second Amendment but
effective as of May 12, 1995, the Maturity Date is hereby extended to
February 19, 1998.
3. Amendments to Existing Credit Agreement. Upon the satisfaction of the
conditions precedent set forth in Section 5 of this Second Amendment but
effective as of May 12, 1995, the Existing Credit Agreement shall be amended
as follows:
(a) Section 2.4.3 of the Existing Credit Agreement shall be amended by
deleting the phrase ".20% per annum" where it appears therein and inserting
the phrase ".135% per annum" in lieu thereof.
(b) Schedule "I" of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the new Schedule
"I" attached hereto.
(c) Exhibit "M" of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the new Exhibit
"M" attached hereto.
4. Representations and Warranties. The Trustee hereby confirms, reaffirms
and restates as of the Effective Date (as defined in Section 5 of this Second
Amendment) the representations and warranties set forth in Article V of the
Existing Credit Agreement provided that such representations and warranties
shall be and are hereby amended as follows: each reference therein to "this
Credit Agreement" shall be deemed to be a collective reference to the
Existing Credit Agreement, this Second Amendment and the Existing Credit
Agreement as amended by this Second Amendment.
5. Conditions Precedent. This Second Amendment and the provisions
contained herein shall become effective as of May 12, 1995 on the date (the
"Effective Date") when all of the following conditions precedent shall have
been satisfied:
(a) This Second Amendment shall have been duly executed and delivered by the
Bank Agent and the Trustee on one or more counterparts and all the Banks
shall have signed a counterpart or counterparts hereof and notified the Bank
Agent by telex or telecopy that such action has been taken and that such
executed counterpart or counterparts will be mailed or otherwise delivered to
the Bank Agent.
(b) (i) The representations and warranties of the Trustee contained in
Article V of the Existing Credit Agreement, in the Depositary Agreement, and
in the Trust Agreement shall be true and correct in all material respects on
and as of the Effective Date with the same effect as if made on and as of the
Effective Date, (ii) no Event of Default, Unmatured Event of Default or Event
of Termination shall be in existence on the Effective Date or shall occur as
a result of the execution and delivery of this Second Amendment, and (iii)
each of the Basic Agreements shall be in full force and effect without
amendment or modification, except as approved in writing by the Bank Agent
and the Required Banks.
(c) The representations and warranties of the Lessees contained in Sections
2 and 35 of the Lease Agreement shall be true and correct in all material
respects on and as of the Effective Date with the same effect as if made on
and as of the Effective Date.
(d) The Trustee and the Bank Agent shall have received a certificate of the
Lessees in substantially the form of Exhibit "A" hereto, appropriately
completed and signed by a Vice President, Treasurer or Assistant Treasurer of
each Lessee.
6. Effect on the Existing Credit Agreement. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and
conditions of the Existing Credit Agreement and the Bank Notes (a) shall
remain unaltered, (b) shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms, and (c) are hereby
ratified and confirmed in all respects. Upon the effectiveness of this
Second Amendment, all references in the Existing Credit Agreement (including
references in the Existing Credit Agreement as amended by this Second
Amendment) to "this Credit Agreement" (and all indirect references such as
"hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Existing Credit Agreement as amended by this Second
Amendment.
7. Expenses. The Trustee shall reimburse the Bank Agent for any and all
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Bank Agent, which
attorneys may be employees of the Bank Agent) paid or incurred by the Bank
Agent in connection with the preparation, review, execution and delivery of
this Second Amendment.
8. Entire Agreement. This Second Amendment, the Existing Credit Agreement
as amended by this Second Amendment, and the Bank Notes embody the entire
agreement and understanding between the parties hereto and supersede any and
all prior agreements and understandings between the parties hereto relating
to the subject matter hereof.
9. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
10. Counterparts. This Second Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Second Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first above written.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it and the Trustor and the Beneficiaries named
therein
By:
Title: ASSISTANT TREASURER
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Bank Agent
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF NEW YORK
By:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Title:
BANK OF MONTREAL
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
THE BANK OF CALIFORNIA, N.A.
By:
Title:
BARCLAYS BANK PLC
By:
Title:
MELLON BANK, N.A.
By:
Title: Vice President
SHAWMUT BANK, N.A.
By:
Title:
SWISS BE CORPORATION
By:
Xxxxxx X. Xxxxxxxxxx
Associate Director
Title: Merchant Banking
By:
Xxxxxx X. Xxxxxxx
Associate Director
Title: Merchant Banking
SCHEDULE "I"
TO
CREDIT AGREEMENT
COMMITMENTS
Bank
Commitment
The First National Bank of Chicago $ 27,000,000
The Bank of Nova Scotia $ 22,000,000
The Bank of New York $ 19,000,000
The First National Bank of Boston $ 19,000,000
Bank of Montreal $ 15,000,000
CIBC, Inc. $ 15,000,000
The Toronto-Dominion Bank $ 15,000,000
The Bank of California, N.A $ 11,000,000
Barclays Bank PLC $ 8,000,000
Mellon Bank, N.A. $ 8,000,000
Shawmut Bank, N.A $ 8,000,000
Swiss Bank Corporation $ 8,000,000
TOTAL $ 175,000,000
