Exhibit 10.19
EXECUTION COPY
August 19, 1996
Laclede Gas Company
000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Re: Line of credit agreement among Laclede Gas Company
(the "Company" or "Laclede"), The Chase Manhattan Bank ("Chase"), The
Boatmen's National Bank of St. Louis ("Boatmen's") and Mercantile Bank
of St. Louis National Association ("Mercantile") (each a "Bank" and
collectively the "Banks". Said line of credit agreement shall
hereinafter be called the "Line of Credit Agreement").
The undersigned Banks have established for Laclede a committed line
of credit (the "Line of Credit") under which the Company may from time to
time prior to the Termination Date (such term and certain other capitalized
terms used herein being defined below) request advances ("Advances") subject
only to the terms and conditions expressly set forth below.
1. Definitions. As used herein, the following terms shall have the
meanings specified below:
a. "ABR Advance" shall mean any Advance bearing interest at a rate
determined by reference to the Alternate Base Rate as defined herein.
b. "Alternate Base Rate" shall mean for any day a rate per annum
(rounded upwards, if not already a whole multiple of 1/16 of 1%, to the next
higher 1/16 of 1%) equal to the greater of (i) the Prime Rate in effect on
such day, and (ii) the Federal Funds Effective Rate in effect for such day
plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of
interest per annum announced by Chase from time to time as its prime rate in
effect at its principal office in the City of New York; each change in the
Prime Rate shall be effective on the Business Day such change is publicly
announced as being effective. "Federal Funds Effective Rate"
65
shall mean, for any day, the weighted average of the rates on overnight
Federal funds transactions (calculated on a per annum basis) with members of
the Federal Reserve Bank of New York, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by Chase from three
Federal funds brokers of recognized standing selected by Chase. If Chase
shall have determined that it is unable to ascertain the Federal Funds
Effective Rate for any reason, the Alternate Base Rate shall be determined
without regard to clause (ii) of the first sentence of this definition until
the circumstances giving rise to such inability no longer exist. Any change
in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the Business Day of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively. The
Alternate Base Rate shall be determined by Chase and such determination
shall be conclusive absent manifest error.
c. "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which Chase
is open for business in the City of New York; PROVIDED that when the term
"Business Day" is used with respect to LIBO Rate Advances, such term shall
exclude any day on which banks in London are not open for dealings in U.S.
Dollar deposits in the London Interbank Market.
d. "Interest Period" shall mean (i) as to any LIBO Rate Advance, the
period commencing on the date of such LIBO Rate Advance and ending on the
numerically corresponding day (or, if there is no numerically corresponding
day, on the last day) in the calendar month that is 1, 2 or 3 months
thereafter, as the Company may elect, (ii) as to any ABR Advance, the period
commencing on the date of such ABR Advance and ending on the Termination
Date or any earlier date specified by the Company in the notice requesting
such Advance; PROVIDED, HOWEVER, that (1) if any Interest Period would end
on a day that shall not be a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, with respect to LIBO
Rate Advances only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (2) interest shall accrue from and including the
first day of an Interest Period to but excluding the last day of such
Interest Period.
66
e. "LIBO Rate" shall mean, with respect to any LIBO Rate Advance for
any Interest Period, the interest rate per annum (rounded upwards, if
necessary, to the next higher 1/16 of 1%) at which U.S. Dollar deposits
approximately equal in principal amount to such LIBO Rate Advance and for a
maturity equal to the applicable Interest Period are offered by leading
banks in the London Interbank Market to the London office of Chase in
immediately available funds at or near 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period. The LIBO Rate shall
be determined by Chase and such determination shall be conclusive absent
manifest error.
f. "LIBO Rate Advance" shall mean any advance bearing interest at a rate
determined by reference to the LIBO Rate as defined herein.
g. "Termination Date" shall mean March 1, 1997.
2. Maximum Amounts of Advances. After the Effective Date of this Line of
Credit agreement, the combined aggregate principal amount of Advances at any
time outstanding from any Bank under this Line of Credit agreement shall not
exceed the amount set forth opposite the name of such Bank below (such
Bank's "Maximum Amount"), and shall be in a combined aggregate principal
amount at any time outstanding which shall not exceed $60,000,000:
NAME OF BANK MAXIMUM AMOUNT
Chase $30,000,000
Boatmen's $15,000,000
Mercantile $15,000,000
3. Effective Date. The Effective Date of this Line of Credit Agreement
shall be September 3, 1996 (the "Effective Date").
4. Requests For Advances. Laclede shall give the Bank or Banks from which
any Advances shall be requested written or telecopy notice (or telephone
notice promptly confirmed in writing or by telecopy) not later than 10:30
a.m., New York City time, three Business Days before each proposed LIBO Rate
Advance, and no later than 12:00 p.m., New York City time, the day of each
proposed ABR Advance. Such notice shall be irrevocable and shall in each
case specify (i) whether the Advance then being requested is to be a LIBO
Rate Advance or an ABR Advance; (ii) the date of such Advance (which shall
be a Business Day) and the amount thereof; and (iii) if such Advance is to
be a LIBO Rate Advance, the
67
Interest Period with respect thereto. No LIBO Rate Advance may be requested
if the Interest Period applicable thereto would end after the Termination
Date. The proceeds of each Advance pursuant to the Line of Credit shall be
deposited by the Bank making such Advance in the general deposit account of
the Company with such Bank or disbursed in another manner agreed upon by the
Company and such Bank as promptly as practicable, but in no event later than
4:00 p.m., New York City time, on the date of such Advance.
5. Repayment Of Advances. The principal of each Advance shall be due and
payable on the earliest of the last day of the Interest Period applicable
thereto, the Termination Date and the date of commencement of any
bankruptcy, insolvency or similar proceeding in respect of Laclede. Each
Bank shall also have the right, upon notice to Laclede, to cause the
principal of and all interest accrued but not yet paid on all Advances made
by it hereunder, together with all other amounts owed to it hereunder, to
become immediately due and payable in the event Laclede shall default in the
payment of any amount due to such Bank hereunder and such default shall
continue for three Business Days after notice thereof from such Bank.
Advances may be repaid at any time subject, in the case of any LIBO Rate
Advance repaid other than on the last day of an Interest Period, to the
indemnity obligations set forth below, but otherwise without premium or
penalty.
6. Interest On Advances. Laclede agrees to pay interest (a) in the case of
each ABR Advance at a rate per annum equal to the Alternate Base Rate and
(b) in the case of each LIBO Rate Advance at the LIBO Rate applicable to the
Interest Period in effect for such Advance plus 1/4% per annum. Interest on
each Advance shall accrue from and including the date such Advance is made
to but excluding the date such Advance is repaid, and shall be payable at
the time the principal of such Advance is repaid and, in the case of each
ABR Advance which shall not theretofore have been repaid, on the date 90
days after the date on which such Advance shall have been made. The Company
agrees to pay interest, on demand, on any overdue principal and, to the
extent permitted by applicable law, overdue interest until paid at a rate
per annum equal to the Alternate Base Rate plus 2%. Interest shall be
computed on the basis of the actual number of days elapsed in a year of (i)
365 days in the case of ABR Advances when the Alternate Base Rate is based
on the Prime Rate and (ii) 360 days in all other cases.
68
7. Facility Fee. Laclede agrees to pay to each Bank, on the last Business
Day of each calendar quarter and on the Termination Date or any earlier date
on which the availability of Advances from such Bank is terminated as
provided herein, a facility fee of .08% per annum on the Maximum Amount of
such Bank, whether used or unused. Such fee shall accrue from and including
the Effective Date to but excluding the earlier of the Termination Date and
any date on which the availability of Advances from such Bank is terminated
as provided herein.
8. Waiver, Amendment And Remedies. Laclede hereby waives diligence,
presentment, demand, protest, notice of dishonor and any other notice of any
kind whatsoever. Neither the failure nor any delay on the part of any Bank
in any particular instance to exercise any right, power or privilege
hereunder shall constitute a waiver thereof in that or any subsequent
instance. No consent, amendment, modification or waiver of the terms or
provisions hereof shall be effective unless in writing and executed by
Laclede and each Bank. All rights and remedies of each Bank are cumulative
and concurrent, and no single or partial exercise by any Bank of any right,
power or privilege shall preclude any other or further exercise of any other
right, power or privilege.
9. Conditions To Advances. The aggregate principal amount of Advances at
any time outstanding hereunder from any Bank shall in no event exceed the
Maximum Amount of such Bank. The making of Advances is also subject to the
absence of any material adverse change since September 30, 1995, in the
financial condition of the Company and to the receipt by each Bank of a copy
of this letter duly executed by Laclede and an executed Note in the form
attached as Exhibit A hereto, duly completed to set forth the name, the
address and the amount of the commitment of each Bank (the "Note"),
accompanied by such evidence of the corporate power and authority of Laclede
as the Banks may request.
10. Indemnification; Payment Of Additional Costs To Bank. Laclede shall
indemnify each Bank against any loss or reasonable expense which such Bank
may sustain or incur as a consequence of (a) any payment or prepayment of a
LIBO Rate Advance on a date other than the last day of the Interest Period
applicable thereto or (b) any failure of Laclede to borrow any LIBO Rate
Advance requested by it hereunder. Such loss or reasonable expense shall
include an amount equal to the excess, if any, as reasonably determined by
such Bank, of (i) its cost of obtaining the funds for the Advance being
69
paid, prepaid or not borrowed for the period from the date of such payment,
prepayment or failure to borrow to the last day of the Interest Period for
such Advance (or, in the case of a failure to borrow, the Interest Period
for such Advance which would have commenced on the date of such failure)
over (ii) the amount of interest (as reasonably determined by such Bank)
that would be realized by such Bank in reemploying the funds so paid,
prepaid or not borrowed for such period or Interest Period, as the case may
be. A certificate of any Bank setting forth any amount or amounts which
such Bank is entitled to receive pursuant to this provision shall be
delivered to Laclede and shall be conclusive absent manifest error.
If after the date hereof any change in applicable law or regulation or
in the interpretation of administration thereof by any governmental
authority shall change the basis of taxation of payments to any Bank of the
principal of or interest on any LIBO Rate Advance or any other fees or
amounts payable hereunder, or shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by any Bank, or shall impose
on any Bank any other condition affecting the Advances made by such Bank,
and the result of any of the foregoing shall be to increase the cost to such
Bank of making or maintaining such Advances or to reduce the amount of any
sum received or receivable by such Bank hereunder (whether of principal,
interest or otherwise) in respect thereof by an amount deemed by such Bank
to be material, then Laclede agrees to pay to such Bank such additional
amount or amounts as will compensate such Bank for such additional costs or
reduction. A certificate of any Bank setting forth the amount or amounts
which shall be necessary to compensate such Bank and, in reasonable detail,
the method by which such amount have been determined shall be delivered to
Laclede and shall be conclusive absent manifest error.
Laclede agrees to pay the amount or amounts specified in any
certificate delivered pursuant to one of the two preceding paragraphs to the
applicable Bank within 10 days after its receipt of the same.
11. Notification Of Interest Rate. Chase hereby agrees, at the request of
Laclede or any other Bank, promptly to determine and advise Laclede or such
other Bank of the LIBO Rate or the Alternate Base Rate for any Interest
Period or day within an Interest Period.
70
12. Termination Of Facility. The availability of Advances hereunder from
any Bank may be terminated by Laclede upon written or telecopy notice to
such Bank, and will in any event terminate on the earlier of the Termination
Date and the date of commencement of any bankruptcy, insolvency or similar
proceeding in respect of Laclede.
13. Corporate Authority. Laclede represents and warrants that it has the
corporate power and authority and all necessary regulatory approvals to
execute, deliver and perform its obligations under this Agreement and that
such execution, delivery and performance will not violate any law or
regulation applicable to Laclede or any agreement to which Laclede is party.
Each Bank is hereby authorized to rely on notices given hereunder by persons
reasonably believed by it to be acting on behalf of Laclede.
14. Amendment And Governing Law. This letter may not be amended or any
provision hereof waived or modified except by an instrument in writing
signed by each of the parties hereto. This letter shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. Headings. The headings in this Line of Credit Agreement are for
convenience and shall not limit or otherwise affect any of the provisions of
this Line of Credit Agreement.
Please indicate your acceptance of the terms hereof by signing in the
appropriate space below and returning to Chase the enclosed duplicate
originals of this letter. This letter may be executed in counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one agreement.
Commitment Very truly yours,
$30,000,000 THE CHASE MANHATTAN BANK
by
Name: Michiel V. M. van der Voort
Title: Vice President
Address for Notices:
One Chase Manhattan Plaza - Third Floor
New York, New York 10081
Attn. of: Mr. Michiel V. M. van der Voort
Telecopy: (000) 000-0000
71
$15,000,000 THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
by
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address for Notices:
Xxx Xxxxxxx'x Xxxxx
000 Xxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
Attn. of: Xx. Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
$15,000,000 MERCANTILE BANK OF ST. LOUIS NATIONAL
ASSOCIATION
by
Name: Xxxxx X. Xxxx
Title: Vice President
Address for Notices:
#1 Mercantile Center
00xx Xxxxx
X.X. Xxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attn. of: Xx. Xxxxx Xxxx
Telecopy: (000) 000-0000
Accepted and agreed to as of the date first
written above:
LACLEDE GAS COMPANY,
by
Name: Xxxxxx X. XxXxxxx, Xx.
Title: Senior Vice President-Finance
72
EXHIBIT A
NOTE
$ ,000,000 New York, New York
September 3, 1996
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a
Missouri corporation (the "Company"), hereby promises to pay to the order of
(the "Bank"), at the office of the Bank at
: (a) on the last day of each Interest
Period, as defined in the letter agreement dated as of August 19, 1996,
(said letter agreement, being hereinafter called the "Letter of Credit
Agreement") between the Company, the Bank and certain other banks, the
aggregate unpaid principal amount of each Advance (as defined in the Letter
of Credit Agreement) made by the Bank to which such Interest Period relates;
and (b) on March 1, 1997, the lesser of $ and the aggregate
principal amount of all Advances made by the Bank under the Letter of Credit
Agreement and remaining unpaid; in each case in lawful money of the United
States of America in immediately available funds. The undersigned promises
to pay interest on the unpaid principal amount of each Advance at the rates
and payable on the dates provided for in the Letter of Credit Agreement.
The Company hereby waives diligence, presentment, demand,
protest and notice of any kind. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest
rates applicable thereto and all payments of the principal hereof and
interest hereon and the respective dates thereof shall be endorsed by the
holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by
the laws of the State of New York and any applicable laws of the United
States of America.
LACLEDE GAS COMPANY
By:
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
73
