EXHIBIT A.2
FIRST AMENDMENT
FIRST AMENDMENT dated as of April 30, 1993 (this "First Amendment") to the
Credit Agreement dated as of February 11, 1992 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 (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. Amendments to Existing Credit Agreement. Upon the satisfaction of the
conditions precedent set forth in Section 4 of this First Amendment but
effective as of February 19, 1993, the Existing Credit Agreement shall be
amended as follows:
(a) Article I of the Existing Credit Agreement shall be amended by deleting
in its entirety the definition of "Maturity Date" set forth therein and
substituting in lieu thereof the following new definition of "Maturity Date":
"'Maturity Date' means February 19, 1996 or such later date as may be
determined pursuant to Section 2.5.6."
(b) Section 2.5.6 of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the following
new Section 2.5.6:
"2.5.6. Extension of Maturity Date. The Trustee may, during the period
beginning on January 1 of each year and ending on March 31 of each year (each
such period being hereinafter referred to as an "Extension Request Period"),
execute and deliver to the Bank Agent an Extension Letter in the form of
Exhibit "F" hereto, with appropriate insertions, requesting that the Maturity
Date be extended to the date one year after the then existing Maturity Date
(the May 31st immediately following the expiration of any Extension Request
Period being hereinafter referred to as the "Extension Deadline" with respect
to any Extension Letter delivered to the Bank Agent during such Extension
Request Period). The Bank Agent shall promptly after its receipt Extension
Letter distribute counterparts thereof to the Banks. Each Bank may, in its
sole and absolute discretion and without any obligation whatsoever to do so,
execute such Extension Letter and return a counterpart thereof to the Bank
Agent. Upon the Bank Agent's receipt prior to the applicable Extension
Deadline of counterparts of an Extension Letter executed by all of the Banks
(after giving effect to any substitution of Banks provided for herein), the
then current Maturity Date shall be extended by one year to the new Maturity
Date specified in such Extension Letter. Any Bank which fails to execute and
return to the Bank Agent a counterpart of any Extension Letter within 30 days
after its receipt thereof shall be deemed to have denied the request
contained therein. If any Bank denies, or is deemed to have denied, a request
by the Trustee to extend the Maturity Date, the Trustee may at any time prior
to the applicable Extension Deadline require such Bank to transfer all its
rights and obligations hereunder to another financial institution selected by
the Trustee with the consent of the Bank Agent (which consent shall not be
unreasonably withheld) and willing to participate in this Credit Agreement
(as extended pursuant to the relevant Extension Letter) in place of such
Bank. All accrued and unpaid principal, interest and fees with respect to
such Bank's Commitment and Loans shall be due and payable by the Trustee to
such Bank upon such transfer. Notwithstanding any such transfer, the
obligations of the Trustee under Sections 3.1, 3.3 and 9.7 shall survive any
such transfer and be enforceable by such Bank."
3. Representations and Warranties. The Trustee hereby confirms, reaffirms
and restates as of the Effective Date (as defined in Section 4 of this First
Amendment) the representations and warranties set forth in Article V of the
Existing Credit Agreement provided that such representations and warranties
shall be and hereby are amended as follows: each reference therein to "this
Credit Agreement" shall be deemed to be a collective reference to the
Existing Credit Agreement, this First Amendment and the Existing Credit
Agreement as amended by this First Amendment.
4. Conditions Precedent. This First Amendment and the provisions contained
herein shall become effective as of February 19, 1993 on the date (the
"Effective Date") when all of the following conditions precedent shall have
been satisfied:
(a) This First 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 rents 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 First 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.
5. Effect on the Existing Credit Agreement. Except as expressly amended
hereby, 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 First
Amendment, all references in the Existing Credit Agreement (including
references in the Existing Credit Agreement as amended by this First
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 First
Amendment.
6. 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 First Amendment.
7. Entire Agreement. This First Amendment, the Existing Credit Agreement as
amended by this First 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.
8. GOVERNING LAW. THIS FIRST 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.
9. Counterparts. This First 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 First Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this First 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 VICE PRESIDENT
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Bank Agent
By:
Title: VICE PRESIDENT
THE BANK OF NEW YORK
By:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
BANK OF MONTREAL
By:
Title:
BARCLAYS BANK PLC
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
THE BANK OF CALIFORNIA, N.A.
By:
Title:
MELLON BANK, N.A.
By:
Title:
SWISS BANK CORPORATION
By:
Xxxxx X. XxXxxxxx
Director
Merchant Banking
Title:
By:
Xxxxxx X. Xxxxxxxxxx
Associate Director
Merchant Banking
Title:
