FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 7, 2001 (this "First Amendment"), to the
Credit Agreement (the "Credit Agreement"), dated as of September 22, 2000, among
KEYSPAN CORPORATION, a New York corporation (the "Borrower"), the several banks
and other financial institutions or entities from time to time parties thereto
(the "Lenders"), CITIBANK, N.A. and ABN AMRO BANK, N.V., as Co-Documentation
Agents, X.X. XXXXXX SECURITIES INC., as Syndication Agent and THE CHASE
MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H
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WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend
Section 6.1(a) of the Credit Agreement in the manner provided herein; and
WHEREAS, the Lenders are willing to agree to the requested
amendment, but only upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
defined therein.
2. Amendment to Section 6.1(a). Section 6.1(a) of the Credit
Agreement is hereby amended by deleting such Section in its entirety
and substituting in lieu thereof the following:
"Permit the ratio of Consolidated Indebtedness to Consolidated
Capitalization as at the last day of (i) any fiscal quarter other than
the fiscal quarters ending December 31, 2000, March 31, 2001 and June
30, 2001 to exceed 0.65:1.00 and (ii) fiscal quarters ending December
31, 2000, March 31, 2001 and June 30, 2001 to exceed 0.68:1.00."
3. Effectiveness. This First Amendment shall become effective as
of December 30, 2000 upon receipt by the Administrative Agent of duly
executed counterparts of this First Amendment by each of the Borrower
and the Required Lenders.
4. Representations and Warranties. On and as the date hereof and
after giving effect to this First Amendment the Borrower hereby
confirms, reaffirms and restates the representations and warranties
set forth in the Credit Agreement mutatis mutandis, except to the
extent that such representations and warranties expressly relate to a
specific earlier date in which case the Borrower hereby confirms,
reaffirms and restates such representations and warranties as of such
earlier date.
5. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendment
provided for herein is limited to the specific Section of the Credit
Agreement specified herein and narrowly construed and shall not
constitute an amendment of, or an indication of the Administrative
Agent's or the Lenders' willingness to amend, any other provisions of
the Credit Agreement.
6. Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses
incurred in connection with the preparation and delivery of this First
Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
7. Counterparts. This First Amendment may be executed by one or
more of the parties to this First Amendment on any number of separate
counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this First Amendment signed by the
parties hereto shall be delivered to the Borrower and the
Administrative Agent.
8. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
KEYSPAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
CITIBANK N.A., as a Co-Documentation
Agent and as a Lender
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: Vice President
ABN AMRO BANK, N.V., as a Co-
Documentation Agent and as a Lender
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Group Vice President
By: /s/ Xxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Group Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Xxxx Xxxx
------------------------------
Name: Xxxx Xxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: VP and Manager
BANK ONE, NA (MAIN OFFICE -CHICAGO)
By: /s/ Xxxx Xx X. Xxxxxx
------------------------------
Name: Xxxx Xx X. Xxxxxx
Title: Vice President
BAYERISCHE LANDESBANK GIROZENTRALE,CAYMAN
ISLANDS BRANCH
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxx X'Xxxxxxxx
-----------------------------
Name: Xxxx X' Xxxxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Sydney X. Xxxxxx
------------------------------
Name: Sydney X. Xxxxxx
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Philippe Soustra
------------------------------
Name: Philippe Soustra
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Sr. Vice President
EUROPEAN AMERICAN BANK
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
FIFTH THIRD BANK
By: /s/ Xxx Xxxxxxx
-------------------------------
Name: Xxx Xxxxxxx
Title: Corporate Banking Officer
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Manager
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Manager
