Exhibit 1
AMENDED AND RESTATED CREDIT AGREEMENT
1
AMENDED AND RESTATED CREDIT AGREEMENT effective as of January 2, 2007,
among CENTRAL XXXXXX GAS & ELECTRIC CORPORATION, the LENDERS party hereto, and
JPMORGAN CHASE BANK, N.A., as Administrative Agent and Arranger.
WHEREAS, Borrower, on June 30, 2004, entered into a Credit Agreement
with certain of the Lenders and JPMorgan Chase Bank, N.A., as Administrative
Agent, and
WHEREAS, the parties hereto desire to amend and restate said Credit
Agreement in its entirety.
The parties hereto agree that said Credit Agreement is hereby
amended and restated in its entirety, as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:
"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate plus the Applicable Rate.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder.
"Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.
"Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.
"Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.
2
"Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.
"Applicable Rate" means, for any day, with respect to any Eurodollar
Revolving Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"Eurodollar Spread" or "Commitment Fee", as the case may be, based upon the
ratings for the unsecured long-term debt rating of Borrower by Xxxxx'x and S&P,
respectively, applicable on such date to the Index Debt:
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Unsecured Long-Term Debt
Rating of the Borrower Eurodollar Commitment
by Xxxxx'x or S&P Spread Fee
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Category 1 0.200% 0.050%
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>/= A+ or A1
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Category 2 0.250% 0.060%
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A or A2
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Category 3 0.300% 0.070%
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A- or A3
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Category 4 0.350% 0.090%
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BBB+ or Baa1
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Category 5 0.450% 0.100%
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BBB or Baa2
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Category 6 0.600% 0.150%
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