Exhibit 10.3
AMENDMENT TO LETTER AGREEMENTS
THIS AMENDMENT TO LETTER AGREEMENTS (this "Amendment") is made as of
January 31, 2001 by and between LACLEDE GAS COMPANY, a Missouri corporation
(the "Borrower"), and BANK OF AMERICA, N.A., a national banking association
(the "Bank"). The Borrower and the Bank are referred to herein,
collectively, as the "Parties."
Recitals
The Borrower and the Bank executed (i) that certain letter agreement
dated January 20, 2000 (the "January Agreement") providing for a committed
line of credit in the maximum principal amount of Ten Million Dollars
($10,000,000) (the "January Facility") and (ii) that certain letter
agreement dated September 1, 2000 (the "September Agreement" and, together
with the January Agreement, the "Letter Agreements") providing for a
committed line of credit in the maximum principal amount of Fifteen Million
Dollars ($15,000,000) (the "September Facility" and, together with the
January Facility, the "Credit Facilities").
The Borrower has requested that the Bank amend the Letter Agreements
in order to extend their expiration dates, as well as the expiration dates
of the Credit Facilities and the maximum maturities of the Notes, to and
including April 30, 2001. The Bank is willing to agree to these extensions
on the terms and conditions set forth herein.
Agreement
NOW, THEREFORE, for and in consideration of the Extension Fee (as
hereinafter defined), the foregoing promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms
used in this Amendment shall have the meanings ascribed to them in
the Letter Agreements.
2. Amendment to the Letter Agreements.
(a) Termination Dates: The expiration dates of the Credit
Facilities are hereby extended to April 30, 2001. As a result,
the "Termination Date" defined in each Letter Agreement is
hereby amended and redefined as April 30, 2001.
(b) Commitment Fees: The nonrefundable commitment fees for the
Credit Facilities, which are described in the second paragraph
of the first page of each Letter Agreement (the "Commitment
Fees"), are hereby increased to twelve and a half basis points
(0.125%) per annum, and shall continue to be due and payable
quarterly in arrears. As a result, (x) the first sentence of
the second paragraph of the first page of each Letter Agreement
is hereby amended and restated in its entirety to read as
follows:
The Borrower shall pay to the Bank a nonrefundable
commitment fee equal to 12.5 basis points (0.125%) per
annum calculated on the unused amount of this committed
line of credit, from time to time.
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and (y) in clause (ii) of the second paragraph of the first
page of each Letter Agreement, the phrase ", on March 31, 2001"
shall be inserted after "December 31, 2000" and before "and on
the Termination Date."
(c) Maturities of the Notes: The maximum maturities of the Notes,
as well as the maximum maturities and expiration of the
Advances evidenced by the Notes, is hereby amended to be the
Termination Date. As a result, the last sentence of the third
paragraph of the first page of each Letter Agreement is hereby
amended and restated in its entirety to read as follows:
Notes issued under this commitment letter shall mature on
the earlier of (i) the date agreed to by the Bank and the
Borrower but not exceeding three (3) months from the date
of execution and (ii) the Termination Date (in either
event, the "Note Maturity"); Advances evidenced by such
Notes shall mature on the earlier of (x) the date agreed
to by the Bank and the Borrower but not exceeding three
(3) months from the date of execution and (y) the
Termination Date (in either event, the "Advance Maturity"
and, together with the Note Maturity, the "Maturity
Restrictions").
(d) Interest Period and Maturity: The phrase "Subject to the
maximum maturity of three (3) months for any Advances," at the
beginning of clause (ii) on the second page of each Letter
Agreement is hereby amended and restated to read "Subject to
the Maturity Restrictions described above,".
3. Extension Fee. In order to induce the Bank to enter into this
Amendment, Borrower hereby agrees to pay to the Bank,
contemporaneously with the execution of this Amendment, a
nonrefundable extension fee in the amount of One Thousand Five
Hundred Dollars ($1,500) (the "Extension Fee").
4. Representations and Warranties. The Borrower hereby represents and
warrants to the Bank that:
(a) this Amendment has been duly authorized, executed and delivered
on its behalf, and the Letter Agreements (as amended hereby)
constitute its legal, valid and binding obligations enforceable
against it in accordance with its terms; and
(b) no default, event of default, "Default" or "Event of Default"
under a Letter Agreement, any Note or any related document has
occurred and is continuing or will result from the execution
and delivery of this Amendment, and no status or condition
exists which, with the giving of notice or the passage of time
or both, would constitute a default, event of default,
"Default" or "Event of Default" under a Letter Agreements, any
Note or any related document.
5. Effective Date. This Amendment shall be effective as of January 31,
2001 when (i) the Bank has received fully-executed counterparts
hereof, (ii) all legal matters incident to this Amendment shall be
satisfactory to the Bank's counsel and (iii) the Bank shall have
received certified copies of all corporate action taken by the
Borrower to authorize the execution, delivery and performance of
this Amendment, the Letter Agreements (as amended hereby) and the
Notes, and such other documents as the Bank's counsel shall
reasonably require (the "Effective Date").
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6. Ratification. Except as specifically and expressly amended hereby,
the Letter Agreements and the Notes are unchanged, ratified and
confirmed and shall continue in full force and effect. From and
after the Effective Date, each reference in the Letter Agreements
and the Notes (including all exhibits and schedules thereto) to
"this Agreement," "this Note," "hereto," "hereof" and terms of
similar import taken as a reference to the Letter Agreements or the
Notes, and all references to the Letter Agreements or the Notes in
any documents, instruments, certificates, notes, bonds or other
agreements executed in connection therewith, shall be deemed to
refer to the Letter Agreements or the Notes, as applicable, as
amended hereby. This Amendment (i) is limited precisely as
specified herein and does not constitute nor shall be deemed to
constitute a modification, acceptance or waiver of any other
provision of the Letter Agreements, the Notes or any documents,
instruments, certificate, notes, bonds or agreements delivered in
connection therewith and (ii) shall not prejudice or be deemed to
prejudice any right or rights the Bank may now have or may in the
future have under or in connection with the Letter Agreements, the
Notes or any documents, instruments, certificates, notes, bonds or
agreements executed in connection therewith. All collateral given
as security for the Letter Agreements and/or the Notes secures, and
shall continue to secure, the Letter Agreements (as amended hereby)
and/or the Notes, and nothing in this Amendment is intended, or
shall be construed, to modify, affect or impair the perfection or
continuity of the Bank's security interest in, security title to, or
other liens on any such collateral.
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Missouri.
8. Counterparts. This Amendment may be executed in multiple
counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which, when taken together,
shall constitute one and the same instrument. Any of the Parties
may execute this Amendment by signing any such counterpart.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized officers as of the date first above
written.
BORROWER:
LACLEDE GAS COMPANY,
a Missouri corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Assistant
Secretary
BANK:
BANK OF AMERICA, N.A.,
a national banking association
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Vice President
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