Exhibit B-7
AMENDMENT
This AMENDMENT, dated as of March 31, 2004 (this
"Amendment"), is made to that certain Credit Agreement,
dated as of November 10, 2003 (the "Credit Agreement"),
among The Connecticut Light and Power Company, Western
Massachusetts Electric Company, Yankee Gas Services
Company, Public, Service of New Hampshire (collectively,
the "Borrowers"), the financial institutions (the "Lenders")
from time to time party thereto, and Citibank, N.A., as
administrative agent for the Lenders (the "Administrative Agent").
WITNESSETH:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent
have previously entered into the Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders agree, to
modify certain requirements of the Credit Agreement, and the Lenders
are willing to agree to such modification, subject to the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. , Definitions. Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendment (a) Effective as of the date hereof, and
subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, paragraph (b) of Section 7.03 of the Credit Agreement
is amended and restated in its entirety to read as follows:
"(b) Interest Coverage Ratio. Maintain, as of the end
of each Fiscal Quarter, with respect to the four Fiscal
Quarters then ended, a ratio of Consolidated EBIT to
Consolidated Interest Expense of at least: (i) in the case
of each Borrower other than Yankee for each Fiscal Quarter,
and in the case of Yankee for each Fiscal Quarter ended on
or prior to December 31, 2003, 2.25:1:00, and (ii) in the
case of Yankee for each Fiscal Quarter ended on or after
March 31, 2004, 1.75:1:00."
SECTION 3. Conditions of Effectiveness. Section 2 of
this Amendment shall become effective as of the date first
set forth above (the "Amendment Date") when each of the
following conditions shall have been fulfilled:
(i) each of the Lenders and the Borrowers shall
have executed and delivered to the Administrative Agent
a counterpart of this Amendment; and
(ii) the following statements shall be true and correct:
(A) the representations and warranties set
forth in Section 4 hereof are true and correct on
and as of the Amendment Date as though made on and
as of such date; and
(B) no event has occurred and is continuing
that constitutes an Unmatured Default or an Event
of Default.
SECTION 4. Representations and Warranties. Each Borrower represents
and warrants that (a) the representations and warranties made by it in
Article VI of the Credit Agreement (with each reference therein to (i)
"this Agreement", "hereunder" and words of like import referring to the
Credit Agreement being deemed to be a reference to ibis Amendment and
the Credit Agreement as amended hereby and (ii) "Loan Documents",
"thereunder" and words of like import including the Credit Agreement
within their meaning being deemed to include within their meaning
this Amendment and' the Credit Agreement as amended hereby)
are true. and correct on and as of the Amendment Date as
though made on and as of such date, (b) no event has
occurred and is continuing, or would result from the
execution and delivery of this Amendment, that constitutes
an Unmatured Default or an Event of Default, (c) this
Amendment has been duly executed and delivered by it, and
assuming the due execution and delivery by the Lenders
pursuant to due authority of this Amendment, this Amendment,
the Credit Agreement and the Notes executed by it are its
legal, valid and binding obligations, enforceable against it
in accordance with their respective terms, and (d) no
consent, license, order, 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 by it of this Amendment.
SECTION 5. Effect on the Credit Agreement and the
Notes. Except as specifically provided above, the Credit
Agreement and the Notes shall continue to be in full force
and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the
Lenders under the Credit Agreement or the Notes, nor
constitute a waiver of any provision of the Credit Agreement
or the Notes.
SECTION 6. Costs and Expenses. The Borrowers agree to
pay on demand, in accordance with Section 10.04(e) of the
Credit Agreement, all costs and expenses of the
Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect
thereto, and all costs and expenses (including, without
limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this
Amendment.
SECTION 7. 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 and delivered shall be deemed to be
an original and all of which taken together shall constitute
but one and the same instrument.
SECTION 8. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the internal
laws of the State of the New York.
[Signatures on next page.]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective duly authorized officers as of the date first
above written.
THE CONNECTICUT LIGHT AND
POWER COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
CL&P
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: XXXXX X. XXXXX
Title: ASSISTANT TREASURER -
FINANCE
YANKEE GAS SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: XXXXX X. XXXXX
Title: ASSISTANT TREASURER -
FINANCE
PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE
By: /s/ Xxxxx X. Xxxxx
Name: XXXXX X. XXXXX
Title: ASSISTANT TREASURER -
FINANCE
CITIBANK, N.A., as Administrative Agent and
as a Lender
By: /s/ Xxxx X. Xxxx
Name: XXXX X. XXXX
Title: Vice President
THE BANK OF NEW YORK, as a Lender
By: /s/ Xxxxxxxxx Xxxx Xxxxx
Name: Xxxxxxxxx Xxxx Xxxxx
Title: Vice President
BANK ONE, NA, as a Lender
By: /s/ Xxxx Xxx Xxxx
Name: Xxxx Xxx Xxxx
Title: Director
BARCLAYS BANK PLC, as a Lender and Bank
By: /s/ Sydney X. Xxxxxx
Name: Sydney X. Xxxxxx
Title: Director
CITIZENS BANK OF MASSACHUSETTS, as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
COBANK, ACB, as a Lender
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
FLEET NATIONAL BANK, as a Lender and Bank
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK, as a Lender
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
MELLON BANK, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A., as a
Lender and Bank
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as a
Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director