AMENDMENT NO. 2
dated as of November 22, 2000
To
CREDIT AGREEMENT
dated as of March 9, 2000
Among
NORTHEAST GENERATION COMPANY
as Borrower
and
THE LENDERS NAMED HEREIN
as Lenders
and
CITIBANK, N.A.
as Administrative Agent
and
CITIBANK, N.A.
as Collateral Agent
and
CITIBANK, N.A.
as Depositary Bank
AMENDMENT NO. 2 TO THE
CREDIT AGREEMENT
Dated as of November 22, 2000
AMENDMENT NO. 2 to the CREDIT AGREEMENT among NORTHEAST GENERATION COMPANY, a
Connecticut corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders") and CITIBANK, N.A., as administrative agent (the
"Administrative Agent") for the Lenders, collateral agent for the Secured
Parties (the "Collateral Agent") and the depositary bank (the "Depositary
Bank").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Administrative Agent, the Collateral Agent,
and the Depositary Bank have entered into a Credit Agreement dated as of March
9, 2000, as amended by Amendment No 1 dated as of July 27, 2000 (the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.
(2) The Borrower has requested that the Credit Agreement be amended as
hereinafter set forth.
(3) The Lenders, the Administrative Agent, the Collateral Agent, and the
Depositary Bank are, on the terms and conditions stated below, willing to grant
the request of the Borrower.
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 of this
amendment, hereby amended as follows:
(a) The definition of "Annual Operating Budget" in Section 1.01 is amended by
adding the following after the words "attached as Exhibit I hereto," in the
second line thereof:
"or the annual budget for the Borrower for Fiscal Year 2001 delivered pursuant
to Section 6.03(q) hereto and reasonably acceptable in form and substance to the
Lenders or as provided for in such section if no such budget has been so
delivered, as appropriate, in each case
(b) The definition of "Excess Cash Flow" in Section 1.01 is deleted in its
entirety and replaced with the following:
"shall mean for any Excess Cash Flow Payment Date, the excess of (a) all cash
receipts of the Borrower (including, but not limited to Revenues, but excluding
Net Cash Proceeds) actually received by the Borrower during the period from the
prior Excess Cash Flow Payment Date (or the Borrowing Date with respect to the
first Excess Cash Flow Payment Date) to the date immediately prior to such
Excess Cash Flow Payment Date; provided however that in the case of the November
12, 2000 Excess Cash Flow Payment Date, the period used to measure Excess Cash
Flow shall be the period from August 1, 2000 to October 31, 2000, in the case of
the February 12, 2001 Excess Cash Flow Payment Date, the period used to measure
Excess Cash Flow shall be the period from November 1, 2000 to January 31, 2001,
in the case of the May 12, 2001 Excess Cash Flow Payment Date, the period used
to measure Excess Cash Flow shall be the period from February 1, 2001 to April
30, 2001, and if the Tranche B Maturity Date is extended to September 28, 2001
as provided in Amendment No. 2 to the Credit Agreement, in the case of the
August 12, 2001 Excess Cash Flow Payment Date, the period used to measure Excess
Cash Flow shall be the period from May 1, 2001 to July 31, 2001 over (b) the sum
(without duplication) of (i) Operating Costs and Permitted Capital Expenditures
paid during such period and (ii) Obligations (other than mandatory prepayments
pursuant to Section 2.05(b) hereof and payments of interest in respect thereof
pursuant to Section 2.06 hereof) arising under the Loan Documents paid during
such period. For purposes of this definition, cash receipts shall exclude, to
the extent included, any insurance proceeds deposited into the Casualty
Account.".
(c) The definition of "Excess Cash Flow Payment Date" in Section 1.01 is amended
by deleting "and November 12, 2000" at the end thereof and substituting
",November 12, 2000, February 12, 2001, May 12, 2001, and if the Tranche B
Maturity Date is extended to September 28, 2001 as provided in Amendment No. 2
to the Credit Agreement herein, August 12, 2001".
(d) The definition of "Tranche B Maturity Date" in Section 1.01 is deleted in
its entirety and replaced with the following:
"means June 29, 2001";
provided however that if and only if the conditions precedent
referred to in Section 3 of this Amendment are satisfied;
The definition of Tranche B Maturity Date in Section 1.01 shall be deleted in
its entirety and replaced with the following:
"means September 28, 2001."
(e) Section 6.03 is amended by adding at the end thereof a new
subsection (q) to read as follows:
"Delivery of 2001 Annual Operating Budget. It will deliver to the Administrative
Agent, by December 1, 2000, an annual operating budget for Fiscal Year 2001 in
the form of the Annual Operating Budget for Fiscal Year 2000 and in substance
reasonably acceptable to the Lenders (the "2001 Annual Operating Budget");
provided however that should a 2001 Annual Operating Budget in form and
substance reasonably acceptable to the Lenders not be delivered to the
Administrative Agent by January 1, 2001, then until it is, for each of January
and February, 2001 the Annual Operating Budget for December, 2000 shall be
followed, and for each month from March to September, 2001, the Annual Operating
Budget for the corresponding month in the budget for Fiscal Year 2000 shall be
followed.".
SECTION 2. Conditions of Effectiveness
This Amendment shall become effective as of the date first above written when,
and only when the Administrative Agent shall have received (i) on behalf of each
Lender, an amendment fee equal to .15 percent of the outstanding Tranche B
Advances owing to such Lender; (ii) copies of an amendment to the Tranche B
Mortgage reflecting an extension of the Tranche B Maturity Date until September
28, 2001 duly executed by the Borrower, together with (a) evidence that (1)
counterparts of such amendments to the Mortgages have been duly recorded in all
filing or recording offices that the Collateral Agent may deem appropriate and
(2) all filing and recording taxes and fees in respect thereof have been paid
and (b) such confirmation from the Title Companies as shall be satisfactory to
the Collateral Agent that the recording of such amendments to the mortgages does
not impair the validity, enforceability, or priority of the lien of the
mortgages; and (iii) counterparts of this Amendment executed by the Borrower,
the Lenders, the Collateral Agent and the Depositary Bank, together with the
consent attached hereto executed by the Sponsor provided that no Default or
Event of Default shall have occurred and be continuing at such time. This
Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.
If the aforementioned conditions are not satisfied on or before November 22,
2000, then this amendment shall terminate and have no further effect other than
Section 5 and Section 7.
SECTION 3. Conditions to Further Extension
The Tranche B Maturity Date shall be further extended to September 28, 2001
effective as of June 22, 2001, as set forth in Section 1 above, if and only if
(i) no Default or Event of Default shall have occurred and be continuing on June
22, 2001, (ii) prior to June 22, 2001 the Administrative Agent shall have
received on behalf of each Lender, an amendment fee equal to .10 percent of the
outstanding Tranche B Advances owing to such Lender on the date such fee is
paid, and (iii) the Administrative Agent shall have received, by May 30, 2001,
notice of the Borrower's intent to extend the Tranche B Maturity Date to
September 28, 2001.
SECTION 4. Reference to and Effect on the Credit Agreement and
the Notes
(a) On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Lender, or the
Administrative Agent, the Collateral Agent, or the Depositary Bank under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Costs.
The Borrower agrees to pay on demand all costs and expenses of the
Administrative Agent 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 expenses of
counsel for the Administrative Agent) in accordance with the terms of Section
9.04 of the Credit Agreement.
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 shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 7. Governing Law
This Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York.
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.
(Signatures Commence on the Next Page)
NORTHEAST GENERATION COMPANY
By
Title:
CITIBANK, N.A.,
as Administrative Agent
By
Title:
CITIBANK, N.A.
As Collateral Agent and as Depositary Bank
By
Title:
Lenders:
CITIBANK, N.A.
By
Name:
Title:
BARCLAYS BANK PLC
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
Name:
Title:
FORTIS CAPITAL CORP.
(formerly MeesPierson Capital Corp.)
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A..
By:
Name:
Title:
BANK ONE, NA
By:
Name:
Title:
CONSENT
Dated as of November[22], 2000
The undersigned, Northeast Utilities, a Massachusetts voluntary association with
reference to the Sponsor Agreement, dated as of March 9, 2000 (the "Sponsor
Agreement") in favor of the Administrative Agent and the Lenders parties to the
Credit Agreement referred to in the foregoing Amendment, hereby consents to such
Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of such Amendment, the Sponsor Agreement is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of such Amendment, each
reference in the Sponsor Agreement to the "Credit Agreement", "thereunder",
"thereof" or words of like import and to the Notes "thereunder", "thereof", or
words of like import shall mean and be a reference to the Credit Agreement and
the Notes respectively, as amended by such Amendment.
No Trustee or shareholder of Northeast Utilities shall be held to any liability
whatever for any obligations under this Consent or the Sponsor Agreement, and
this Consent shall not be enforceable against any such Trustee in their or his
or her individual capacities or capacity. This Consent shall be enforceable
against the Trustees of Northeast Utilities only as such, and every person,
firm, association, trust or corporation having any claim or demand arising under
this Consent and relating to Northeast Utilities, its shareholders, or Trustees
shall look solely to the trust estate of Northeast Utilities for the payment or
satisfaction thereof.
NORTHEAST UTILITIES
By
Name:
Title:
