FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Exhibit
10.2
FIRST
AMENDMENT AND CONSENT TO CREDIT AGREEMENT
This
FIRST
AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment")
is entered into
and effective as of May 18, 2007 among
PEOPLES
ENERGY CORPORATION, an Illinois corporation (the "Borrower"),
the Banks party
hereto and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative
Agent").
Capitalized
terms
used herein and not otherwise defined shall have the meanings set forth in
the
Credit Agreement (as defined below).
WHEREAS,
the
Borrower, the Banks and the Administrative Agent are party to that certain
Credit Agreement dated as of June 13, 2006 (as amended and modified from time
to
time, the "Credit
Agreement");
WHEREAS,
the
Borrower, the Banks and the Administrative Agent are party to that certain
consent letter dated as of March 14, 2007 (the "Consent")
that allowed the
Borrower to use an alternative rating mechanism based solely on the Credit
Rating of the Borrower as determined by Standard & Poors Rating Services
(the "First
Alternative Rating Mechanism").
WHEREAS,
the
Required Banks are willing to consent to the Second Alternative Rating Mechanism
and amend the Credit Agreement to reflect the Parent Guaranty, the Parent
financial statements and the other changes in connection therewith, subject
to
the terms set forth herein as more fully set forth below.
(a) New
Definitions.
The following
definitions are added to Section 1.1 of the Credit Agreement in the appropriate
alphabetical order to read as follows:
"First
Amendment
Effective Date"
means May 18,
2007.
"Funded
Debt"
of any Person
means, without duplication, the sum of (a) all Indebtedness of such Person
for
borrowed money, except to the extent such Indebtedness is "non-recourse" to
such
Person or recourse for payment of such Indebtedness is limited to specific
assets of such Person (whether or not included on a consolidated balance sheet
of such Person), (b) the principal portion of all obligations of such Person
under capital lease obligations, (c) all obligations,
contingent
or
otherwise, relative to the face amount of all letters of credit issued to
support Indebtedness of the kinds referred to in clauses (a) and (b) above,
(d)
Guaranty Obligations of such Person with respect to Indebtedness and obligations
of the type described in clauses (a) through (c) hereof, of another Person
Guaranteed by such Person; provided
that such
obligations are required to be reported as liabilities on a balance sheet of
such Person prepared in accordance with GAAP (and without duplication of any
liability already appearing as a liability on such balance sheet); and
further provided
that, in the event
a Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation
shall not exceed such limitation, and (e) all Indebtedness and obligations
of
the type described in clauses (a), (b), and (c) hereof of another Person,
secured by a Lien on any property of such Person whether or not such
Indebtedness or obligations has been assumed by such Person. Notwithstanding
the
foregoing, Funded Debt shall not include trust preferred securities, if any,
shall not include interest on Indebtedness that is accrued in the ordinary
course of business and shall not include intercompany Indebtedness.
"Guaranty
Obligations"
means, with
respect to any Person, without duplication, any obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) guaranteeing any Funded Debt of any other Person in
any
manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Funded Debt,
or
(b) to advance or provide funds or other support for the payment or purchase
of
such Funded Debt or to maintain working capital, solvency or other balance
sheet
condition of such other Person. The amount of any Guaranty Obligation hereunder
shall (subject to any limitations set forth therein) be deemed to be an amount
equal to the outstanding principal amount (or maximum principal amount, if
larger) of the Indebtedness in respect of which such Guaranty Obligation is
made; provided
that, in the event
a Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation
shall not exceed such limitation.
"Parent"
means Intergrys
Energy Group, Inc., a Wisconsin corporation, and its permitted successors and
assigns.
"Parent
Capitalization"
means, as of any
date of determination thereof, the sum of (a) Parent Net Worth excluding
accumulated other comprehensive income and loss plus
(b) Parent Total
Funded Debt.
"Parent
Guaranty"
means that
certain Guaranty, dated as of May 18, 2007, between the Parent and the
Administrative Agent.
"Parent Net
Worth"
means, as of any
date of determination thereof, the amount reflected as shareholders equity
upon
a consolidated balance sheet of the Parent and its Subsidiaries, as determined
in accordance with GAAP.
"Parent
Total
Funded Debt"
means all Funded
Debt of the Parent and its Subsidiaries, without duplication, on a consolidated
basis, as determined in accordance with GAAP.
2
"Permitted
Energy Transactions"
means commodity
sale, purchase or option agreements or other commodity transactions or purchase
or sale of weather derivatives entered into by the Borrower or any Principal
Subsidiary in the ordinary course of the energy or energy related industry
for
non-speculative purposes relating to the purchase or sale of electric power,
electric power transmission capacity, natural gas, natural gas transportation
capacity, natural gas storage, generation spark spreads, heating oil, crude
oil,
propane, coal or currency.
"Principal
Subsidiary"
means (a) any of
Wisconsin Public Service Corporation, Upper Peninsula Power Company, WPS
Resources Capital Corporation, WPS Energy Services, Inc., the Borrower and
their
respective successors and (b) any other Subsidiary, whether owned directly
or
indirectly by the Parent, which, with respect to the Parent and its Subsidiaries
taken as a whole, represents at least twenty percent (20%) of the Parent's
consolidated assets or the Parent's consolidated net income (or loss), as shown
on the most recent financial statements delivered to the Administrative Agent
pursuant to Section 7.3.
(b) Existing
Definitions.
The following
definitions in Section 1.1 of the Credit Agreement are amended and restated
in
their entirety to read as follows:
"Capital
Ratio"
means, as of any
date of determination thereof, the ratio, rounded downwards to two decimal
points, of (a) Parent Total Funded Debt to (b) Parent
Capitalization.
"Credit
Documents"
means this
Agreement, the Notes, the Fee Letters, the Master Letter of Credit Agreement,
the Applications, the Letters of Credit and the Parent Guaranty.
"Credit
Rating"
means, at any
time, the long-term senior unsecured non-credit enhanced debt rating of the
Parent as determined by Standard & Poors' Ratings Services and/or Xxxxx'x
Investors Service.
"GAAP"
means
generally accepted accounting principles in the United States applied on a
consistent basis and subject to Section 1.3.
"Indebtedness"
of any Person
means, without duplication, (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, or upon which interest payments are customarily made,
(c) all obligations of such Person under conditional sale or other title
retention agreements relating to property purchased by such Person to the extent
of the value of such property (other than customary reservations or retentions
of title under agreements with suppliers entered into in the ordinary course
of
business), (d) all obligations, other than intercompany items, of such Person
issued or assumed as the deferred purchase price of property or services
purchased by such Person which would appear as liabilities on a balance sheet
of
such Person (other than trade payables), (e) all Indebtedness of others secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on
3
property
owned or
acquired by such person, whether or not the obligations secured thereby have
been assumed, (f) all Guaranty Obligations of such Person, (g) the principal
portion of all obligations of such Person under (i) capital lease obligations
and (ii) any synthetic lease, tax retention operating lease, off-balance
sheet
loan or similar off-balance sheet financing product of such Person where
such
transaction is considered borrowed money indebtedness for tax purposes but
is
classified as an operating lease in accordance with GAAP, (h) all obligations
of
such Person to repurchase any securities which repurchase obligation is related
to the issuance thereof, including, without limitation, obligations commonly
known as residual equity appreciation potential shares, (i) the net obligations
of such Person in respect of interest rate protection agreements, foreign
currency exchange agreements, Permitted Energy Transactions or other interest
or
exchange rate hedging arrangements, and (j) the maximum amount of all
outstanding performance and standby letters of credit issued or banker's
acceptance facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed). The
Indebtedness of any Person shall include the recourse Indebtedness of any
partnership or unincorporated joint venture and for which such Person is
legally
obligated.
(c) Addition
of
Section 1.3.
The Credit
Agreement is amended by adding the following Section 1.3 in proper numerical
order:
Section
1.3.
Accounting
Terms. In
the event that
any changes occur in GAAP after the date of this Agreement
and such
changes result in a material variation in the method of calculation of financial
covenants or other terms of this Agreement,
then the
Borrower, the Agent and the Lenders agree to amend such provisions of this
Agreement
so as to
equitably reflect such changes in order that the criteria for evaluating
the
Borrower’s or the Parent’s financial condition, as the case may be, will be the
same after such changes as if such changes had not occurred.
Notwithstanding
the foregoing, any entity that is not a Subsidiary but would be required
to be
consolidated in the financial statements of the Borrower or Parent, as the
case
may be, because of FIN 46, (i) shall not be considered a "Subsidiary" for
purposes of this Agreement and (ii) shall not be included in any computation
of
any financial covenant herein.
(d) Section
5.3.
Section 5.3 of
the Credit Agreement is amended and restated in its entirety to read as
follows:
All
financial
statements heretofore delivered to the Banks showing historical performance
of
the Borrower for each of the Borrower's fiscal years ending on or before
September 30, 2005, have been prepared in accordance with generally
accepted accounting principles applied on a basis consistent, except as
otherwise noted therein, with that of the previous fiscal year. Each of such
financial statements fairly presents on a consolidated basis the financial
condition of the Borrower and its Subsidiaries as of the dates thereof and
the
results of operations for the periods covered thereby. The Parent and its
Subsidiaries have no material contingent liabilities other than those disclosed
in the Parent's financial statements or in comments or footnotes thereto, or
in
any
4
report
supplementary thereto, most recently furnished to the Banks as of the time
such
representation and warranty is made, including reports of the Parent filed
with
the SEC from time to time. Since September 30, 2005 through the Effective
Date, there has been no event or series of events which has resulted in a
Material Adverse Effect.
(e) Section
6.2(b).
Sub-Section
6.2(b) of the Credit Agreement is amended by adding the words "and in the Parent
Guaranty (except Section 3(c) of the Parent Guaranty)" after the parenthetical
"(except the last sentence of Section 5.3)".
(f) Section
7.3.
Sub-Sections
7.3(a) and (b) of the Credit Agreement are amended and restated in their
entirety to read as follows
(a) The
Borrower will
furnish to the Banks and their respective duly authorized representatives such
information respecting the business and financial condition of the Parent as
any
Bank may reasonably request; and without any request, the Borrower will furnish
each of the following to the Administrative Agent:
(i) within
one hundred
twenty (120) days after the end of the Parent's fiscal year, a copy of the
Parent's financial statements for such fiscal year, including the consolidated
balance sheet of the Parent for such year and the related statement of income
and statement of cash flow, as certified by independent public accountants
of
recognized national standing selected by the Parent in accordance with GAAP
with
such accountants' opinion to the effect that the financial statements have
been
prepared in accordance with GAAP and present fairly in all material respects
in
accordance with GAAP the consolidated financial position of the Parent and
its
Subsidiaries as of the close of such fiscal year and the results of their
operations and cash flows for the fiscal year then ended and that an examination
of such accounts in connection with such financial statements has been made
in
accordance with generally accepted auditing standards and, accordingly, such
examination included such tests of the accounting records and such other
auditing procedures as were considered necessary in the
circumstances;
(ii) within
sixty (60) days after the end of each of the three quarterly fiscal periods
of the Parent during the term hereof, a consolidated unaudited balance sheet
of
the Parent, and the related statement of income and statement of cash flow,
as
of the close of such period, all of the foregoing prepared by the Parent in
reasonable detail in accordance with GAAP and certified by the Parent’s chief
financial officer, treasurer, secretary or assistant treasurer as fairly
presenting the financial condition as at the dates thereof and the results
of
operations for the periods covered thereby; and
(iii) within
five (5) days after Parent files a Form 8-K with the SEC, a copy of
said form 8-K.
5
Financial
reports
required to be delivered pursuant to subsections (i), (ii) and (iii) of this
Section 7.3(a) above shall be deemed to have been delivered on the date on
which
such report has been posted on the SEC’s website at xxx.xxx.xxx, and such
posting shall be deemed to satisfy the financial reporting requirements of
subsections (i), (ii) and (iii) of Section 7.3(a) above, provided that, in
each
instance the Borrower shall provide all other reports and certificates required
to be delivered under this Section 7.3 in the manner set forth in Section
11.8.
(b) At
the time of
delivery of the financial statements provided for in subsection (i) and (ii)
of
Section 7.3(a) above, the Borrower will deliver a Compliance Certificate
executed by the chief financial officer, treasurer, secretary or assistant
treasurer of each of the Borrower and the Parent, substantially in the form
of
Exhibit 7.3 hereto (i) demonstrating compliance with the covenants contained
in
Sections 7.5 and 7.6 and (ii) stating that no Default or Event of Default
exists, or if any Default or Event of Default does exist, specifying the nature
and extent thereof and what action the Borrower proposes to take with respect
thereto.
(g) Section
7.5(a).
Sub-Section
7.5(a) of the Credit Agreement is amended and restated in its entirety to read
as follows:
(a) The
Borrower will
not during the term of this Agreement sell, lease or otherwise dispose of more
than fifteen percent (15%) of the "regulated" consolidated fixed assets of
the
Borrower. For purposes of this Section 7.5(a) the amount of consolidated fixed
assets shall be determined using the net book value of such assets at the time
of such sale, lease or disposition.
(h) Section
8.1.
(i) Sub-Section
8.1(c)
of the Credit Agreement is amended and restated in its entirety to read as
follows:
(c) default
by (i) the
Borrower in the observance or performance of any provision hereof or of any
other Credit Document not mentioned in (a) or (b) above or (ii) the Parent
in
the observance or performance of any provision of the Parent Guaranty, which
is
not remedied within thirty (30) days after notice thereof shall have been
given to the Borrower or the Parent, as applicable, by the Administrative Agent,
provided that, with respect only to Section 7.7, if Borrower has made good
faith efforts to cure such default, then the Borrower shall be afforded an
additional period of time to cure such default, such additional cure period
not
to exceed thirty (30) days;
(ii) Sub-Section
8.1(d)
of the Credit Agreement is amended and restated in its entirety to read as
follows:
(d) (i)
failure of the
Borrower to pay when due, or failure of the Parent to pay when due, Indebtedness
of such party in an aggregate principal amount of $35,000,000 or more, or (ii)
default shall occur
6
under
one or more
indentures, agreements or other instruments under which any Indebtedness of
the
Borrower or Indebtedness of the Parent, in either case in an aggregate principal
amount of $35,000,000 or more, and such default shall continue for a period
of
time sufficient to permit the holder or beneficiary of such Indebtedness or
a
trustee therefor to cause the acceleration of the maturity of any such
Indebtedness or any mandatory unscheduled prepayment, purchase or
funding;
(iii) Sub-Section
8.1(f)
of the Credit Agreement is amended by replacing, at the beginning of such
sub-Section, the word "Borrower" with the words "the Borrower or the
Parent".
(iv) Sub-Sections
8.1(h)
of the Credit Agreement is amended by replacing "$15,000,000" with
"$35,000,000".
(i) Exhibit
7.3.
Exhibit
7.3
to the Credit
Agreement is hereby amended and restated in its entirety to be in the form
as
set forth on Exhibit
7.3
attached hereto.
2. Consent.
The Administrative
Agent and the Required Banks hereby consent to the Second Alternative Rating
Mechanism as set forth on Schedule
1.1
attached
hereto.
3. Effectiveness;
Conditions Precedent.
This Amendment
shall not be effective until the following conditions have been
satisfied:
(a) Documentation.
Receipt by the
Administrative Agent of copies of (i) this Amendment duly executed by the
Borrower and the Required Banks and (ii) the Parent Guaranty duly executed
by
the Parent and the Administrative Agent.
(b) Secretary's
Certificate.
With respect to
the Parent, receipt by the Administrative Agent of (i) the Articles of
Incorporation, together with all amendments, recently certified by the
appropriate governmental authority, (ii) the bylaws (or comparable constituent
documents) and any amendments thereto, (iii) resolutions of the Board of
Directors authorizing the execution and delivery of the Guaranty and the
consummation of the transactions contemplated thereby and (iv) specimen
signatures of the persons authorized to execute such documents on the Parent's
behalf, certified in each instance by its Secretary or an Assistant
Secretary.
(c) Opinions.
Receipt by the
Administrative Agent of an opinion or opinions from counsel to the Borrower
and
the Parent relating to this Amendment and the Guaranty, in form and substance
satisfactory to the Administrative Agent, addressed to the Administrative Agent
on behalf of the Lenders and dated as of the date hereof.
(d) Fees.
The payment of
all fees and expenses then due and payable.
4. Ratification
of
Credit Agreement.
The term "Credit
Agreement" as used in each of the Credit Documents shall hereafter mean the
Credit Agreement as amended and modified by this Amendment. Except as herein
specifically agreed, the Credit Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall remain in full force and effect
according to its terms. The Borrower acknowledges and consents to the
modifications set forth herein and agree that this Amendment does not impair,
reduce or limit any of its obligations under the Credit
7
Documents
(including, without limitation, the indemnity obligations set forth therein)
and
that, after the date hereof, this Amendment shall constitute a Credit
Document.
5. Authority/Enforceability.
The Borrower
represents and warrants as follows:
(a) It
has taken all
necessary action to authorize the execution, delivery and performance of this
Amendment.
(b) This
Amendment has
been duly executed and delivered by such Person and constitutes such Person's
legal, valid and binding obligations, enforceable in accordance with its terms,
except as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at
law
or in equity).
(c) No
consent,
approval, authorization or order of, or filing, registration or qualification
with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this
Amendment.
(d) The
execution and
delivery of this Amendment does not (i) violate, contravene or conflict with
any
provision of its organizational documents or (ii) materially violate, contravene
or conflict with any law, regulation, order, writ, judgment, injunction, decree
or permit applicable to it.
6. Representations
and Warranties of the Borrower.
The Borrower
represents and warrants to the Administrative Agent and the Banks that (a)
the
representations and warranties of the Borrower set forth in Section 5 of the
Credit Agreement are true and correct in all material respects as of the date
hereof, (b) after giving effect to this Amendment, no event has occurred and
is
continuing which constitutes a Default or an Event of Default and (c) as of
the
First Amendment Effective Date the Parent's Credit Rating (i) as determined
by
Standard & Poors' Ratings Services is BBB+ and (ii) as determined by Xxxxx'x
Investors Service is A3.
7. Counterparts/Telecopy.
This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and
the same instrument. Delivery of executed counterparts of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered promptly upon request.
8. GOVERNING
LAW.
THIS AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS.
[remainder
of page
intentionally left blank]
8
BORROWER PEOPLES
ENERGY
CORPORATION,
as
Borrower
By:
/s/
Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx
X.
Xxxxxxx
Title: Treasurer
9
ADMINISTRATIVE
AGENT BANK
OF AMERICA,
N.A.,
as
Administrative Agent
By: /s/
Xxxx X.
Xxxxxxx
Name: Xxxx
X.
Xxxxxxx
Title: Vice
President
BANKS BANK
OF AMERICA,
N.A.,
as
a Bank and an Issuing Bank
By: /s/
Xxxx X.
Xxxxxxx
Name: Xxxx
X.
Xxxxxxx
Title: Vice
President
JPMORGAN
CHASE
BANK, N.A.,
as
a Bank
By: /s/
Xxxxx X.
Xxxxx
Name: Xxxxx
X.
Xxxxx
Title: Vice
President
ABN
AMRO BANK,
N.V.,
as
a Bank
By: /s/
Xxxx
Xxxxxxxxx
Name: Xxxx
Xxxxxxxxx
Title: Managing
Director
ABN
AMRO BANK,
N.V.,
as
a Bank
By: /s/
Ece
Xxxxxxx
Name: Ece
Xxxxxxx
Title: Director
THE
BANK OF
TOKYO-MITSUBISHI UFJ, LTD., CHICAGO
BRANCH,
as
a Bank
By: /s/
Xxxxxxxx
Xxxx
Name: Xxxxxxxx
Xxxx
Title: Deputy
General
Manager
10
U.S.
BANK NATIONAL
ASSOCIATION,
as
a Bank
By: /s/
Xxxxx X.
Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Vice
President
CITIBANK,
N.A.,
as
a Bank
By: /s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: Vice
President
XXXXXX
XXXXXXX
BANK,
as
a Bank
By:
Name:
Title:
THE
NORTHERN TRUST
COMPANY,
as
a Bank
By: /s/
Xxxxx X.
Xxxx
Name: Xxxxx
X.
Xxxx
Title: Vice
President
SUNTRUST
BANK,
as
a Bank
By: /s/
Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Vice
President
BMO
CAPITAL MARKETS
FINANCING, INC.,
as
a Bank
By: /s/
Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Vice
President
11
FIFTH
THIRD BANK
(CHICAGO), A MICHIGAN BANK CORPORATION,
as
a Bank
By: /s/
Xxx
Xxxxxxxxxxx
Name: Xxx
Xxxxxxxxxxx
Title: Vice
President
UBS
LOAN FINANCE
LLC,
as
a Bank
By: /s/
Xxxx X.
Xxxxx
Name: Xxxx
X.
Xxxxx
Title: Associate
Director
By: /s/
Irya R.
Otsa
Name: Irya
R.
Otsa
Title: Associate
Director
12
EXHIBIT
7.3
FORM
OF
COMPLIANCE CERTIFICATE
This
Compliance
Certificate is furnished to Bank of America, N.A, as Administrative Agent
pursuant to the Credit Agreement (the "Credit
Agreement")
among Peoples
Energy Corporation, the Banks from time to time party thereto, and
Bank
of America, N.A., as Administrative Agent dated as of June 13, 2006, as
amended.
Unless otherwise
defined herein, the terms used in this Compliance Certificate have the meanings
ascribed thereto in the Credit Agreement.
THE
UNDERSIGNED
HEREBY CERTIFY THAT:
1. The
undersigned are
duly elected or appointed officers of Peoples Energy Corporation and Integrys
Energy Group, Inc., holding the respective titles set forth below their
signatures hereto;
2. The
undersigned
have reviewed the terms of the Credit Agreement and have made, or have caused
to
be made under their supervision, a detailed review of the transactions and
conditions of Integrys Energy Group, Inc. and its Subsidiaries during the
accounting period covered by the financial statements for the fiscal
[quarter][year] ended __________, 20__ delivered pursuant to Section 7.3(a)
of
the Credit Agreement;
3. The
examinations
described in paragraph 2 did not disclose, and the undersigned have no knowledge
of, the existence of any condition or event which constitutes a Default or
an
Event of Default during or at the end of the accounting period covered by the
above referenced financial statements or as of the date of this Compliance
Certificate, except as set forth below. Without limitation to the foregoing,
except as noted below the Borrower is in compliance with Section 7.5 and Section
7.6 of the Credit Agreement; and
4. Schedule
1 attached
hereto sets forth (i) financial data and computations evidencing compliance
with
certain covenants of the Credit Agreement, all of which data and computations
are true, complete and correct, and are made in accordance with the terms of
the
Credit Agreement, and (ii) the list of Subsidiaries in existence as of the
date
hereof.
Described
below are
the exceptions, if any, to paragraph 3 by listing, in detail, the nature of
the
condition or event, the period during which it has existed and the action which
the Borrower has taken, is taking, or proposes to take with respect to each
such
condition or event:
The
foregoing
certifications, together with the list set forth in Schedule 1 hereto and the
financial statements delivered with this Compliance Certificate in support
hereof, are made and delivered this ________ day of __________, 20___
.
|
______________________________________
|
______________________________________
|
|
_________________
_________________,
Integrys Energy Group, Inc.
|
_________________
_________________,
Peoples Energy Corporation
|
13
SCHEDULE
1 TO
COMPLIANCE CERTIFICATE
Compliance
Calculations for Credit Agreement
CALCULATION
AS OF ___________
____, 20___
|
A. Capital
Ratio
(Sec. 7.6)
|
||
|
1. Parent
Total
Funded Debt
|
$
|
|
|
2. Parent
Net
Worth, excluding accumulated other comprehensive
income/loss
|
$
|
|
|
3. Sum
of Line
A1 plus Line A2
|
$
|
|
|
4. Capital
Ratio
|
_____:1.00
|
(ratio
of (A)
Line A1 to (B) Line A3 not to exceed 0.65 to
1.00)
|
List
of
Subsidiaries:
14
SCHEDULE 1.1
INTEREST
RATES AND FEES
|
S
&
P/
Moody's Senior Unsecured Rating of the Parent
|
A/
A2 or
higher
|
A-/
A3
|
BBB+/
Baa1
|
BBB/
Baa2
|
BBB-/
Baa3
|
lower
than
BBB-/ Baa3
|
|
Commitment
Fee Rate
|
0.060%
|
0.070%
|
0.080%
|
0.100%
|
0.125%
|
0.200%
|
|
Base
Rate Margin
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
|
LIBOR
Margin
|
0.250%
|
0.300%
|
0.400%
|
0.500%
|
0.625%
|
0.875%
|
Any
change in a
Credit Rating of the Parent (and if applicable, any change in fees or interest
payable hereunder based on such Credit Rating), shall be effective as of the
date such change is announced by the applicable rating agency.
* If
the Parent
is split-rated and the ratings differential is one level, the higher rating
will
apply. If the Parent is split-rated and the ratings differential is two levels
or more, the rating level one below the higher level will apply. If at any
time
the Parent has no Xxxxx'x rating or no Standard & Poors' rating, the "Lower
than BBB-/Baa3" level will apply; provided, however, that in such event the
Borrower may propose an alternative rating agency or mechanism in replacement
thereof, subject to the written consent of the Required Banks, such consent
not
to be unreasonably withheld, delayed or conditioned.
15