CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Eighth Amendment and Extension Agreement
to
Receivables Purchase Agreement
This Eighth Amendment and Extension Agreement (this "Amendment") dated as
of February 5, 1997, 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, 0000, Xxxxxx Xxxxxxxxx and Extension
Agreement dated as of November 29, 1992, Fifth Amendment and Extension
Agreement dated as of November 29, 1993, Sixth Amendment and Extension
Agreement dated as of November 29, 1994 and Seventh Amendment and Extension
Agreement dated as of November 29, 1995 (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, the Seller and the Bank have executed the Purchase Agreement
providing for the purchase from time to time by the Bank of an Undivided
Interest in the Seller's right, title and interest in and to Eligible Accounts
of the Seller, in amounts up to $12,000,000; and
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, 1997; and
WHEREAS, by means of a letter dated November 12, 1996 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, 1997, 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. Amendments to the Purchase Agreement.
(a) Section 2.3(a)(ii) of the Purchase Agreement is hereby amended by
deleting the percentage "1/2 of 1%" and substituting therefor the phrase "the
Applicable Margin".
(b) Section 2.7(a)(iii) of the Purchase Agreement is hereby amended by
deleting the percentage ".20 of 1%" and substituting therefor the phrase "the
Applicable Fee".
(c) Section 10(e) of the Purchase Agreement is hereby amended by
deleting said section in its entirety and substituting therefor the phrase
"Intentionally omitted".
(d) Exhibit A to the Credit Agreement is hereby amended by deleting the
definition of "Purchase Commitment Amount" set forth therein and substituting
therefor the following:
"Purchase Commitment Amount - From and after December 31, 1995,
$12,000,000."
(e) Exhibit A to the Credit Agreement is hereby amended by inserting the
following definitions where alphabetically appropriate:
"Applicable Fee. Applicable to the determination of the Purchase
Commitment Fee from time to time, the rate per annum set forth below based on
the ratings assigned to the senior debt of the Seller by Standard & Poor's
Corporation (or its successors and assigns) and by Duff & Xxxxxx, Inc. (or its
successors and assigns). The Applicable Fee shall change on the date of any
public announcement of a change in rating by either ratings agency. If the
ratings of the ratings agencies shall fall within different categories, the
higher rating shall prevail for purposes of determining the Applicable Fee.
LEVEL STANDARD & POOR'S APPLICABLE FEE
/DUFF & XXXXXX
----- ----------------- --------------
I A- .10%
II BBB+ .125%
III BBB .15%
IV BBB- .20%
V BB .25%
VI below BB .30%
"Applicable Margin. Applicable to the Undivided Interest owned by the
Bank from time to time, the rate per annum set forth below based on the
ratings assigned to the senior debt of the Seller by Standard & Poor's
Corporation (or its successors and assigns) and by Duff & Xxxxxx, Inc. (or its
successors and assigns). The Applicable Margin shall change on the date of any
public announcement of a change in rating by either ratings agency. If the
ratings of the ratings agencies shall fall within different categories, the
higher rating shall prevail for purposes of determining the Applicable Margin.
LEVEL STANDARD & POOR'S APPLICABLE FEE
/DUFF & XXXXXX
----- ----------------- --------------
I A- .25%
II BBB+ .30%
III BBB .375%
IV BBB- .40%
V BB .75%
VI below BB 1.00%
(f) 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, 1998.
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 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 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/ Xxxxxxxx Xxxx
Xxxxxxxx Xxxx
Vice President
Schedule 1.1
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
CERTAIN CUSTOMERS
General Electric Co.
Grand Union Stores
Wyeth Nutritionals
Specialty Paperboard
Eveready Battery Co.
Stratton Corp.
Vermont Castings
Killington Ltd.
C&S Wholesale
Xxxx Molding
Ben & Jerry's
EHV Industries
Tambrands Inc.
APC Paper
The Rutland Hospital
Fellows Cor
Middlebury College
Price Chopper
Cerosimo Lumber Co.
Hannaford Bros
