Exhibit 10.01
Second Amendment to Credit Agreement
This Second Amendment to Credit Agreement (this "Amendment") dated as of
May 8, 1997, among LG&E Gas Systems Inc. ("the Borrower"), the Lenders
party hereto and Bank of Montreal, as Agent;
W i t n e s s e t h:
Whereas, the Borrower, the Lenders and the Agent have heretofore executed
and delivered a Credit Agreement dated as of May 12, 1995 as amended (the
"Credit Agreement"); and
Whereas, the Borrower has requested that the Lenders amend the interest
coverage ratio requirements of Section 5.02 of the Credit Agreement;
Whereas, the parties hereto desire to amend the Credit Agreement as herein
provided for;
Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that
the Credit Agreement shall be and hereby is amended as follows:
1. Section 5.02(a) of the Credit Agreement is hereby amended by adding
the following immediately at the end thereof:
"The foregoing to the contrary notwithstanding, the Borrower
shall not be required to comply with the foregoing requirement
for the periods of four quarters ending on March 31, 1997 and
June 30, 1997."
2. The Borrower represents and warrants to each Lender and the Agent that
(a) each of the representations and warranties set forth in Article IV of
the Credit Agreement is true and correct on and as of the date of this
Amendment as if made on and as of the date hereof except to the extent any
such representation and warranty expressly relates solely to an earlier
date and except that the reference to the December 31, 1994 financial
statements of the Parent and its Consolidated Subsidiaries in Section
4.01(f) shall be deemed to be reference to the December 31, 1996 financial
statements of the Parent and its Consolidated Subsidiaries and as if each
reference therein to the Credit Agreement referred to the Credit Agreement
as amended hereby; (b) No Event of Default or event which with the lapse of
time or the giving of notice would constitute an Event of Default has
occurred and is continuing after giving effect to the amendment provided
for herein; and (c) without limiting the effect of the foregoing, the
Borrower's execution, delivery and performance of this Amendment have been
duly authorized, and this Amendment has been executed and delivered by a
duly authorized officer of the Borrower.
3. This Amendment shall become effective when the Borrower, the Majority
Lenders and the Agent shall have executed and delivered this Amendment but
such effectiveness shall then relate back to March 30, 1997 and any Default
or Event of Default which would not have occurred if such conditions to
effectiveness had been satisfied on March 30, 1997 shall be deemed waived.
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of
which when so executed shall be an original but all of which shall
constitute one and the same instrument. Except as specifically amended and
modified hereby, all of the terms and conditions of the Credit Agreement
shall remain unchanged and in full force and effect. All references to the
Credit Agreement in any document shall be deemed to be references to the
Credit Agreement as amended hereby. All capitalized terms used herein
without definition shall have the same meaning herein as they have in the
Credit Agreement. This Amendment shall be construed and governed by and in
accordance with the internal laws of the State of Illinois.
Dated as of the date first above written but to be effective as of March
30, 1997.
LG&E Gas Systems Inc.
By
Its __________________________
Accepted and Agreed to as of the day and year first above written.
Bank of Montreal, in its individual
capacity as a Lender and as Agent
By
Its __________________________
The Chase Manhattan Bank (National
Association)
By
Its __________________________
PNC Bank, Kentucky, Inc.
By
Its __________________________
First National Bank of Chicago
By
Its __________________________
Mellon Bank, N.A.
By
Its __________________________
Union Bank of Switzerland
By
Its __________________________
The Bank of New York
By
Its __________________________
Banque Paribas
By
Its __________________________
CIBC Inc.
By
Its __________________________
Citibank, N.A.
By
Its __________________________
