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EXHIBIT 10.1

 

 

 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

among

CH ENERGY GROUP, INC.

as Borrower

THE LENDING INSTITUTIONS NAMED THEREIN,

as Lenders

KEYBANK NATIONAL ASSOCIATION,

as the Swing Line Lender, a Letter of Credit Issuer,

Book Manager, Lead Arranger

and Administrative Agent

 

JPMORGAN CHASE BANK, N.A.
as Co-Syndication Agent


and


HSBC BANK USA,
as Co-Syndication Agent


________________________


dated as of
October 19, 2012


________________________




$100,000,000 Revolving Facility
$15,000,000 Swing Line Facility

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TABLE OF CONTENTS

 

ARTICLE I.		DEFINITIONS AND TERMS		1
	Section 1.1.		Certain Defined Terms	2
	Section 1.2.		Computation of Time Periods	19
	Section 1.3.		Accounting Terms	19
	Section 1.4.		Terms Generally	19
ARTICLE II.		AMOUNT AND TERMS OF LOANS		19
	Section 2.1.		Commitments for Loans	19
	Section 2.2.		Borrowing, Continuation or Conversion of Loans	21
	Section 2.3.		Disbursement of Funds.	22
	Section 2.4.		Evidence of Obligations	23
	Section 2.5.		Interest	24
	Section 2.6.		Increased Costs; Illegality	26
	Section 2.7.		Breakage Compensation	27
	Section 2.8.		Change of Lending Office; Replacement of Lenders	28
	Section 2.9.		Refunding of, or Participation in, Swing Line Loans	29
	Section 2.10.		Joint and Several Liability of the Borrower	30
	Section 2.11.		Contribution Among Borrower	30
ARTICLE III.		LETTERS OF CREDIT		31
	Section 3.1.		Letters of Credit	31
	Section 3.2.		Letter of Credit Requests: Notices of Issuance	32
	Section 3.3.		Agreement to Repay Letter of Credit Drawings	32
	Section 3.4.		Letter of Credit Participations	33
	Section 3.5.		Increased Costs	35
	Section 3.6.		Guaranty of  Letter of Credit Obligations of Other Letter of Credit Obligors	35
ARTICLE IV.		FEES; COMMITMENTS		37
	Section 4.1.		Fees	37
	Section 4.2.		Voluntary Termination/Reduction of Commitments	38
	Section 4.3.		Termination of Commitments	39
ARTICLE V.		PAYMENTS		39
	Section 5.1.		Repayment of Loans	39
	Section 5.2.		Voluntary Prepayments	39
	Section 5.3.		Mandatory Payments and Prepayments	40
	Section 5.4.		Method and Place of Payment	41

	Section 5.5.		Net Payments.	41
ARTICLE VI.		CONDITIONS PRECEDENT		43
	Section 6.1.		Conditions Precedent at Closing Date	43
	Section 6.2.		Conditions Precedent to All Credit Events	45
ARTICLE VII.		REPRESENTATIONS AND WARRANTIES		45
	Section 7.1.		Corporate Status	45
	Section 7.2.		Corporate Power and Authority	46
	Section 7.3.		No Violation	46
	Section 7.4.		Governmental Approvals	46
	Section 7.5.		Litigation	46
	Section 7.6.		Use of Proceeds; Margin Regulations	46
	Section 7.7.		Financial Statements	47
	Section 7.8.		Solvency	47
	Section 7.9.		No Material Adverse Change	47
	Section 7.10.		Tax Returns and Payments	48
	Section 7.11.		Title to Properties	48
	Section 7.12.		Lawful Operations	48
	Section 7.13.		Environmental Matters	48
	Section 7.14.		Compliance with ERISA	49
	Section 7.15.		Intellectual Property	49
	Section 7.16.		Investment Company Act; Federal Power Act	49
	Section 7.17.		Insurance	49
	Section 7.18.		True and Complete Disclosure	49
ARTICLE VIII.		AFFIRMATIVE COVENANTS		50
	Section 8.1.		Reporting Requirements	50
	Section 8.2.		Books, Records and Inspections	52
	Section 8.3.		Insurance	52
	Section 8.4.		Payment of Taxes and Claims	52
	Section 8.5.		Preservation of Existence, etc	52
	Section 8.6.		Good Repair	53
	Section 8.7.		Compliance with Statutes, Regulations, Orders, Restrictions	53
	Section 8.8.		Fiscal Years, Fiscal Quarters	53
	Section 8.9.		Senior Debt	53
ARTICLE IX.		NEGATIVE COVENANTS		53
	Section 9.1.		Changes in Business	53

	Section 9.2.		Merger, Consolidation, Acquisitions, Asset Sales	53
	Section 9.3.		Liens	54
	Section 9.4.		Investments	55
	Section 9.5.		Consolidated Total Debt/Consolidated Total Capitalization Ratio	55
	Section 9.6.		Transactions with Affiliates	55
	Section 9.7.		Plan Terminations, Minimum Funding	55
	Section 9.8.		Material Agreements	56
	Section 9.9.		Utility Dividends	56
ARTICLE X.		EVENTS OF DEFAULT		56
	Section 10.1.		Events of Default	56
	Section 10.2.		Acceleration; Remedies	58
	Section 10.3.		Application of Liquidation Proceeds	59
ARTICLE XI.		THE ADMINISTRATIVE AGENT		59
	Section 11.1.		Appointment	59
	Section 11.2.		Delegation of Duties	60
	Section 11.3.		Exculpatory Provisions	60
	Section 11.4.		Reliance by Administrative Agent	60
	Section 11.5.		Notice of Default	61
	Section 11.6.		Non-Reliance	61
	Section 11.7.		Indemnification	61
	Section 11.8.		The Administrative Agent in Individual Capacity	62
	Section 11.9.		Successor Administrative Agent	62
	Section 11.10.		Other Agents	62
ARTICLE XII.		MISCELLANEOUS		62
	Section 12.1.		Payment of Expenses	63
	Section 12.2.		Right of Setoff	64
	Section 12.3.		Notices	64
	Section 12.4.		Benefit of Agreement	65
	Section 12.5.		No Waiver; Remedies Cumulative	68
	Section 12.6.		Payments Pro Rata; Sharing of Setoffs	68
	Section 12.7.		Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial	69
	Section 12.8.		Counterparts	70
	Section 12.9.		Integration	70
	Section 12.10.		Headings Descriptive	70
	Section 12.11.		Amendment or Waiver	70

	Section 12.12.		Survival of Indemnities	71
	Section 12.13.		Domicile of Loans	71
	Section 12.14.		Confidentiality	71
	Section 12.15.		Lender Register	72
	Section 12.16.		Limitations on Liability of the Letter of Credit Issuers	72
	Section 12.17.		General Limitation of Liability	73
	Section 12.18.		No Duty	73
	Section 12.19.		Lenders and Agent Not Fiduciary to Borrower	73
	Section 12.20.		Survival of Representations and Warranties	73
	Section 12.21.		Severability	74
	Section 12.22.		Independence of Covenants	74
	Section 12.23.		Interest Rate Limitation	74
	Section 12.24.		Amendment Effective	74

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 19, 2012, is entered into by and among the following:

RECITALS:

AGREEMENT:

In consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

 

"Acquisition" means any acquisition (a) on a going concern basis (whether by purchase, lease or otherwise) of assets constituting a business or a division or line of business of a Person that is not a Subsidiary of the Borrower, and (b) of a majority of the outstanding equity or other similar interests in any such Person (whether by merger, stock purchase or otherwise).

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"Adjusted Eurodollar Rate" means with respect to each Interest Period for a Eurodollar Loan, 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.

"Administrative Agent" means KeyBank in its capacity as administrative agent for the Lenders, together with any successor to the Administrative Agent appointed pursuant to Section 11.9.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person, or, in the case of any Lender that is an investment fund, the investment advisor thereof and any investment fund having the same investment advisor.  A Person shall be deemed to control a second Person if such first Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second Person or (b) to direct or cause the direction of the management and policies of such second Person, whether through the ownership of voting securities, by contract or otherwise.  Notwithstanding the foregoing, (i) a director, officer or employee of a Person shall not, solely by reason of such status, be considered an Affiliate of such Person; and (ii) neither the Administrative Agent nor any Lender shall in any event be considered an Affiliate of the Parent or any other Credit Party or any of their respective Subsidiaries.

"Agent Fee Letter" means the letter, dated as of October 19, 2012, between the Administrative Agent and the Parent, as the same may from time to time be amended, restated, supplemented or otherwise modified.

"Agreement" means this Second Amended and Restated Credit Agreement, as the same may from time to time be further amended, restated, supplemented or otherwise modified.

"Allocable Amount" means, as of any date of determination, for the Borrower, the maximum amount of liability that could be asserted against the Borrower under this Agreement with respect to the applicable Borrower Payment without (a) rendering the Borrower "insolvent" within the meaning of Section 101(31) of the Bankruptcy Code or Section 2 of either the Uniform Fraudulent Transfer Act (as in effect in any applicable State, the "UFTA") or the Uniform Fraudulent Conveyance Act (as in effect in any applicable State, the "UFCA"), (ii) leaving the Borrower with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving the Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 6 of the UFCA.

"Amended Credit Agreement" has the meaning provided in the recitals of this Agreement.

"Applicable Commitment Fee Rate" means, on any date of determination, a rate that is determined based upon the Parent S&P Rating or the Parent Moody's Rating, as follows:

Parent S&P Rating	Parent Moody's Rating	Applicable Commitment Fee Rate
A+ or higher	A1 or higher	8.00 basis points
A	A2	10.00 basis points
A-	A3	12.50 basis points
BBB+	Baa1	15.00 basis points
BBB	Baa2	20.00 basis points
BBB- or lower	Baa3 or lower	25.00 basis points

 

 

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If there is a difference of one rating level between the Parent S&P Rating and the Parent Moody's Rating, the Applicable Commitment Fee Rate shall be determined based on the higher rating.  If there is a difference of two or more rating levels between the Parent S&P Rating and the Parent Moody's Rating, the Applicable Commitment Fee Rate shall be determined based on the intermediate rating levels at the midpoint between such Parent S&P Rating and such Parent Moody's Rating (or, if there is no midpoint, the higher intermediate level). If there is no Parent S&P Rating, then the Applicable Commitment Fee Rate shall be determined based on the Parent Moody's Rating, or if there is no Parent Moody's Rating, then the Applicable Commitment Fee Rate shall be determined based on the Parent S&P Rating. If (i) there is no Parent S&P Rating and no Parent Moody's Rating or (ii) an Event of Default has occurred and is continuing, the Applicable Commitment Fee Rate shall be the highest rate per annum indicated therefor in the above table.  The Parent S&P Rating and the Parent Moody's Rating in effect on any date for purposes of determining the Applicable Commitment Fee Rate shall be that Parent S&P Rating and Parent Moody's Rating in effect at the close of business on such date.  Each change in the Applicable Commitment Fee Rate resulting from a publicly announced change in the Parent S&P Rating and/or the Parent Moody's Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next change.

"Applicable Lending Office" means, with respect to each Lender, the office or offices designated by such Lender to the Administrative Agent as such Lender's lending office or offices for purposes of this Agreement.

"Applicable Margin" means, on any date of determination, a rate that is determined, based upon the Parent S&P Rating or the Parent Moody's Rating, as follows:

Level	Parent S&P Rating	Parent Moody's Rating	Applicable Margin for Eurodollar Loans
1	A+ or higher	A1 or higher	62.50 basis points
2	A	A2	75.00 basis points
3	A-	A3	87.50 basis points
4	BBB+	Baa1	100.00 basis points
5	BBB	Baa2	125.00 basis points
6	BBB- or lower	Baa3 or lower	137.50 basis points

 

 

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If there is a difference of one rating level between the Parent S&P Rating and the Parent Moody's Rating, the Applicable Margin shall be determined based on the higher rating.  If there is a difference of two or more rating levels between the Parent S&P Rating and the Parent Moody's Rating, the Applicable Margin shall be determined based on the intermediate rating levels at the midpoint between such Parent S&P Rating and such Parent Moody's Rating (or, if there is no midpoint, the higher intermediate level).  If there is no Parent S&P Rating, then the Applicable Margin shall be determined based on the Parent Moody's Rating, or if there is no Parent Moody's Rating, then the Applicable Margin shall be determined based on the Parent S&P Rating.  If (i) there is no Parent S&P Rating and no Parent Moody's Rating or (ii) an Event of Default has occurred and is continuing, the Applicable Margin shall be the highest rate per annum indicated therefor in the above table.  The Parent S&P Rating and the Parent Moody's Rating in effect on any date for purposes of determining the Applicable Margin shall be that Parent S&P Rating and Parent Moody's Rating in effect at the close of business on such date.  Each change in the Applicable Margin resulting from a publicly announced change in the Parent S&P Rating and/or the Parent Moody's Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next change.

"Approved Fund" means a fund that is administered or managed by a Lender or an Affiliate of a Lender.

"Asset Sale" means the sale, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, and liquidations of a corporation, partnership or limited liability company of the interests therein of the Parent or any of its Subsidiaries) by the Parent or any of its Subsidiaries to any Person of any of their respective assets, provided that the term Asset Sale specifically excludes any sales, transfers or other dispositions of inventory, or obsolete or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case in the ordinary course of business.

"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit E.

"Augmenting Lender" has the meaning provided in Section 2.1(b)(i).

"Authorized Officer" means any of the following officers of the Borrower:  the Chief Executive Officer, the Chief Financial Officer, the President or the Treasurer, and for purposes other than the delivery of the Compliance Certificate, such other Person as is authorized in writing to act on behalf of the Borrower and is acceptable to the Administrative Agent and for whom the Administrative Agent has received an incumbency certificate.

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto.

"Base Rate" means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greatest of (a) the rate of interest established by KeyBank in Cleveland, Ohio, from time to time, as its prime rate, whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; (b) the Federal Funds Effective Rate in effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum; and (c) the Adjusted Eurodollar Rate for a one month Interest Period plus 1%.

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"Base Rate Loan" means each Loan bearing interest at a rate based upon the Base Rate.

"Borrower" has the meaning provided in the first paragraph of this Agreement.

"Borrower Payment" has the meaning provided in Section 2.11.

"Borrowing" means (i) the incurrence of Revolving Loans consisting of one Type of Loan, by the Borrower from all of the Lenders on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurodollar Loans the same Interest Period, or (ii) the incurrence of a Swing Line Loan.

"Business Day" means, (a) for all purposes other than as covered by clause (b) below, any day that is not a Saturday, Sunday or day on which commercial banks in the city in which the Payment Office is located are authorized or required by law or other governmental actions to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

"Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by such Person, as lessee, that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

"Capitalized Lease Obligations" means all obligations under Capital Leases of the Parent or any of its Subsidiaries in each case taken at the amount thereof accounted for as liabilities and identified as "capital lease obligations" (or any similar words) on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP.

"Cash Collateralize" means, (i) to deposit into a cash collateral account maintained with (or on behalf of) the Administrative Agent, and under the sole dominion and control of the Administrative Agent, or (ii) to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Letter of Credit Issuers or Lenders, as collateral for Letter of Credit Outstandings or obligations of Lenders to fund participations in respect of Letter of Credit Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable Letter of Credit Issuer shall agree in their sole discretion, other credit support; in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Letter of Credit Issuer.  "Cash Collateral" shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Equivalents" means any of the following:

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(m)      investments in industrial development revenue bonds that (i) "re-set" interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established  broker dealer, and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by an Approved Bank; and

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 "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Closing Date" means the date on which the conditions specified in Section 6.1 are satisfied.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.  Section references to the Code are to the Code as in effect at the Closing Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

"Commitment" means, with respect to each Lender, its Revolving Commitment, if any, or its Swing Line Commitment, if any, or any or all of such Commitments of a Lender, as applicable.

"Commitment Fees" has the meaning provided in Section 4.1(a).

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"Compliance Certificate" means a certificate, substantially in the form of the attached Exhibit C.

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes

"Consolidated Net Worth" means, at any time, all amounts that, in conformity with GAAP, would be included under the caption "total stockholders' equity" (or any like caption) on a consolidated balance sheet of the Parent as of such date, provided that in no event shall Consolidated Net Worth include any amounts in respect of Redeemable Stock.

"Consolidated Tangible Assets" means at any time the consolidated total assets of the Parent and its Subsidiaries calculated on a consolidated basis as of such time, but excluding therefrom goodwill, patents, patent applications, permits, trademarks, trade names, copyrights, licenses, franchises, experimental expense, organizational expense, unamortized debt discount and expense, the excess of cost of shares acquired over book value of related assets and such other assets that are properly classified as "intangible assets" in accordance with GAAP.

"Consolidated Total Capitalization" means the sum of Consolidated Total Debt and Consolidated Net Worth.

"Consolidated Total Debt" means the sum (without duplication) of all Indebtedness of the Parent and of each of its Subsidiaries, all as determined on a consolidated basis.

"Continue", "Continuation" and "Continued" each refers to a continuation of Eurodollar Loans for an additional Interest Period as provided in Section 2.2.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms "Controlling" and "Controlled" have meanings correlative thereto.

"Convert", "Conversion" and "Converted" each refers to a conversion of Loans of one Type into Loans of another Type, pursuant to Section 2.2.

"Credit Documents" means this Agreement, the Notes, if any, the Agent Fee Letter and any Letter of Credit Document.

"Credit Event" means any Borrowing, Conversion, Continuation or the issuance of any Letter of Credit or amendment to any Letter of Credit Document that increases the Stated Amount of any Letter of Credit, or renews or extends the expiry date of any Letter of Credit.

"Credit Party" means the Borrower and any other Subsidiary or affiliate of the Borrower that is or hereafter becomes a party to any Credit Document.

"Default" means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

"Defaulting Lender" means, subject to Section 2.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Letter of Credit Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Letter of Credit Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund a Loan hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(b)) upon delivery of written notice of such determination to the Borrower, each Letter of Credit Issuer, each Swing Line Lender and each Lender.

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"Dollars" and the sign "$" each means lawful money of the United States.

"Eligible Assignee" means (a) a Lender (other than a Defaulting Lender), (b) an Affiliate of a Lender (other than a Defaulting Lender), (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) each Letter of Credit Issuer, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower or any of the Affiliates or Subsidiaries of the Borrower.

"Energy-Related Business" means any business engaged in or directly related to:  (a) the production, sale, brokerage, management, transportation, delivery or other provision of energy products, including but not limited to, electricity, natural gas, oil, coal, propane and renewable energy producing materials, (b) the provision of energy conservation services, including, but not limited to, energy audits, installation of energy conservation devices, energy efficient equipment and related systems, (c) the provision of services and equipment in connection with the procurement of such energy products or conservation of energy, (d) engineering, consulting, construction, operational or maintenance services in connection with such energy products, the conservation of energy or with equipment utilizing such energy products or (e) the manufacturing of equipment used in connection with energy production or conservation.

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"Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law, including, without limitation, (a) any and all claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

"Environmental Law" means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or administrative interpretation thereof, including, without limitation, any judicial or administrative order, consent, decree or judgment issued to or rendered against the Parent or any of its Subsidiaries relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

"ERISA Affiliate" means each Person (as defined in Section 3(9) of ERISA) that together with the Parent or a Subsidiary of the Parent would be deemed to be a "single employer" (a) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (b) as a result of the Parent or a Subsidiary of the Parent being or having been a general partner of such Person.

"Eurodollar Loans" means each Loan bearing interest at a rate based on the Adjusted Eurodollar Rate.

"Event of Default" has the meaning provided in Section 10.1.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.8) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 5.5, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient's failure to comply with Section 5.5(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

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"Exemption Certificate" has the meaning provided in Section 5.5(b)(ii).

"Facility" means the Revolving Facility, the Swing Line Facility, or both of them, as applicable.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to entered into pursuant to Section 1471(b)(1) of the Code.

"Federal Funds Effective Rate" means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

"Fees" means all amounts payable pursuant to, or referred to in, Section 4.1, together with any other fees payable pursuant to this Agreement or any other Credit Document.

"Financial Projections" has the meaning provided in Section 7.7(b).

"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

"Fortis" means Fortis Inc., a corporation organized under the Corporation Act of Newfoundland and Labrador.

"FPA" means the Federal Power Act, as amended, and all rules and regulations promulgated thereunder.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to any Letter of Credit Issuer, such Defaulting Lender's Revolving Facility Percentage of Letter of Credit Outstandings with respect to Letters of Credit issued by such Letter of Credit Issuer other than Letter of Credit Outstandings as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender's Revolving Facility Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders.

"Fronting Fee" has the meaning provided in Section 4.1(c).

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"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guaranty Obligations" means as to any Person (without duplication) any obligation of such Person guaranteeing any Indebtedness ("primary Indebtedness") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary Indebtedness of the ability of the primary obligor to make payment of such primary Indebtedness, or (d) otherwise to assure or hold harmless the owner of such primary Indebtedness against loss in respect thereof, provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

"Hazardous Materials" means (a) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "restricted hazardous materials", "extremely hazardous wastes", "restrictive hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or "pollutants", or words of similar meaning and regulatory effect, under any applicable Environmental Law.

"Increasing Lender" has the meaning provided in Section 2.1(b)(i).

"Indebtedness" means, with respect to any Person, all of the following (without duplication):

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provided, however, that (i) neither trade payables nor other similar accrued expenses, in each case arising in the ordinary course of business, nor obligations in respect of insurance policies or performance or surety bonds that themselves are not guarantees of Indebtedness (nor drafts, acceptances or similar instruments evidencing the same nor obligations in respect of letters of credit supporting the payment of the same), shall constitute Indebtedness; and (ii) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

"Interest Period" means, with respect to each Eurodollar Loan, a period of one, two, three or six months as selected by the Borrower, provided that (a) the initial Interest Period for any Borrowing of Eurodollar Loans shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (b) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (d) no Interest Period for any Eurodollar Loan may be selected that would end after the Maturity Date; and (e) if, upon the expiration of any Interest Period, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to Convert such Borrowing to a Base Rate Loan effective as of the expiration date of such current Interest Period.

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"Investment" means (a) any direct or indirect purchase or other acquisition by the Parent or any of its Subsidiaries of any of the capital stock or other equity interest of any other Person, including any partnership or joint venture interest in such Person; (b) any loan or advance to, guarantee or assumption of debt or purchase or other acquisition of any other debt of, any Person by the Parent or any of its Subsidiaries; or (c) any purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

"IRS" means the United States Internal Revenue Service.

"KeyBank" means KeyBank National Association, a national banking association, together with its successors and assigns.

"Leaseholds" means, with respect to any Person, all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

"Lenders" means the Persons listed on Annex I and any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement and any Augmenting Lender.  Unless the context otherwise requires, the term "Lenders" includes the Swing Line Lender.

"Lender Default" means (a) the refusal (which has not been retracted) of a Lender in violation of the requirements of this Agreement to make available its portion of any incurrence of Loans or (b) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with the obligations under Section 2.1, in the case of either (a) or (b) as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

"Lender Register" has the meaning provided in Section 12.15.

"Letter of Credit" has the meaning provided in Section 3.1(a).

"Letter of Credit Commitment Amount" means $75,000,000.

"Letter of Credit Documents" has the meaning specified in Section 3.2(a).

"Letter of Credit Fee" has the meaning provided in Section 4.1(b).

"Letter of Credit Issuer" means (i) KeyBank or any of its Affiliates, or (ii) if KeyBank is unable or unwilling to issue any given Letter of Credit, such other Lender that is requested, and agrees, to so act by the Borrower, and is approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed.

"Letter of Credit Obligor" has the meaning provided in Section 3.1(a).

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"Letter of Credit Outstandings" means, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

"Letter of Credit Request" has the meaning provided in Section 3.2(a).

"LIBO Rate" means, with respect to any Eurodollar Loan for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the "LIBO Rate" with respect to such Eurodollar Loan for such Interest Period shall be the rate at which deposits in Dollars in an amount equal to $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

"Loan" has the meaning provided in Section 2.1.

"Margin Stock" has the meaning provided in Regulation U.

"Material Adverse Effect" means any or all of the following:  (a) a material adverse effect on the business, operations, property, assets, liabilities, financial or other condition, or prospects of the Parent and/or any of its Subsidiaries, the Parent and its Subsidiaries, taken as a whole, or when used with reference to any other Person, such Person and its Subsidiaries, taken as a whole, as the case may be; (b) a material adverse effect on the ability of the Borrower or any other Credit Party to perform its obligations under the Credit Documents to which it is a party; (c) a material adverse effect on the ability of the Parent and its Subsidiaries, taken as a whole, to pay their liabilities and obligations as they mature or become due; or (d) a material adverse effect on the validity, effectiveness or enforceability, as against any Credit Party, of any of the Credit Documents to which it is a party.

"Maturity Date" means October 19, 2015, or such earlier date on which the Total Commitment is terminated as provided herein.

"Minimum Borrowing Amount" means (a) for Base Rate Loans, $1,000,000, with minimum increments thereafter of $500,000, (b) for Eurodollar Loans, $4,000,000, with minimum increments thereafter of $500,000, and (c) for Swing Line Loans, $500,000, with minimum increments thereafter of $100,000.

"Minimum Collateral Amount" means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of all Letter of Credit Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Letter of Credit Issuers in their sole discretion.

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"Moody's" means Moody's Investors Service, Inc. and its successors.

"Moody's Rating" means, with respect to any Person, the rating accorded to such Person's senior unsecured long-term debt by Moody's.

"Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means an employee benefit plan, other than a Multiemployer Plan, to which the Borrower or any ERISA Affiliate, and one or more employers other than the Parent or any of its Subsidiaries or an ERISA Affiliate, is making or accruing an obligation to make contributions or, if any such plan has been terminated, to which the Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

"1934 Act" means the Securities Exchange Act of 1934, as amended.

"Non-Consenting Lender" has the meaning provided in Section 2.8(b).

"Non-Defaulting Lender" means, at any time, each Lender that is not a Defaulting Lender at such time.

"Note" means a Revolving Note or a Swing Line Note, as applicable.

"Notice of Borrowing, Continuation or Conversion" has the meaning provided in Section 2.2(b).

"Notice of Swing Line Refunding" has the meaning provided in Section 2.9(a).

 "Notice Office" means the office of the Administrative Agent at 127 Public Square, Cleveland, Ohio 44114, Attention: Sherrie Manson (facsimile: (216) 689-4981), or such other office of the Administrative Agent, as the Administrative Agent may designate in writing to the Borrower from time to time.

"Obligations" means all amounts, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrower or any other Credit Party to the Administrative Agent, any Lender or any Letter of Credit Issuer pursuant to the terms of this Agreement or any other Credit Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and any and all indemnification obligations hereunder).

"Operating Lease" means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in conformity with GAAP, is not accounted for as a Capital Lease on the balance sheet of such Person.

"Original Credit Agreement" has the meaning provided in the recitals of this Agreement.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

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"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.8).

"Parent" has the meaning provided in the first paragraph of this Agreement.

"Parent Moody's Rating" means, on any date of determination, the Moody's Rating of Parent or, if the Moody's Rating of Parent is not available on such date, then the Parent Moody's Rating shall be deemed to be the Moody's Rating that is one level below the Moody's Rating of the Utility on such date.

"Parent S&P Rating" means, on any date of determination, the S&P Rating of Parent or, if the S&P Rating of Parent is not available on such date, then the Parent S&P Rating shall be deemed to be the S&P Rating that is one level below the S&P Rating of the Utility on such date.

"Participant" has the meaning provided in Section 3.4(a).

"Participant Register" has the meaning provided in Section 12.4(b).

 "Payment Office" means the office of the Administrative Agent at 127 Public Square, Cleveland, Ohio 44114, Attention: Sherrie Manson (facsimile: (216) 689-4981), or such other office of the Administrative Agent, as the Administrative Agent may designate in writing to the Borrower from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

"Permitted Acquisition" means and includes any Acquisition as to which all of the following conditions are satisfied:  (a) such Acquisition (i) involves a line or lines of an Energy-Related Business, and (ii) involves a Person or a line or lines of business that is or are located and operated in North America; (b) no Default or Event of Default shall exist prior to or immediately after giving effect to such Acquisition; (c) such Acquisition is not being consummated on a hostile basis and has been approved by the Board of Directors of the target Person and no material challenge to such Acquisition shall be pending or threatened by any shareholder or director of the seller or Person to be acquired, and (d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained.

"Permitted Liens" means Liens permitted by Section 9.3.

"Person" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other entity or any government or political subdivision or any agency, department or instrumentality thereof.

"Plan" means any multiemployer or single-employer plan as defined in Section 4001 of ERISA, that is maintained or contributed to by (or to which there is an obligation to contribute by) the Parent or a Subsidiary of the Parent or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which the Parent, or a Subsidiary of the Parent or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

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"Previous Agreements" has the meaning provided in the recitals of this Agreement.

"Prohibited Transaction" means a transaction with respect to a Plan that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

"Purchase Date" has the meaning provided in Section 2.9(b).

"Quoted Rate" has the meaning provided in Section 2.2(e).

"RCRA" means the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. § 6901 et seq.

"Real Property" means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

"Recipient" means (a) the Administrative Agent, (b) any Lender and (c) any Letter of Credit Issuer, as applicable.

"Redeemable Stock" means, with respect to any Person, any capital stock or similar Equity Interests of such Person that (a) is by its terms subject to mandatory redemption, in whole or in part, pursuant to a sinking fund, scheduled redemption or similar provisions, at any time prior to the latest Maturity Date; or (b) otherwise is required to be repurchased or retired on a scheduled date or dates, upon the occurrence of any event or circumstance, at the option of the holder or holders thereof, or otherwise, at any time prior to the latest Maturity Date under this Agreement, other than any such repurchase or retirement occasioned by a "change of control" or similar event.

"Reference Banks" means (a) KeyBank and (b) any other Lender or Lenders selected as a Reference Bank by the Administrative Agent.

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Affiliate.

"Reportable Event" means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a Plan, other than those events as to which the notice requirement is waived under subsections .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC Regulation Section 4043.

"Required Lenders" means Non-Defaulting Lenders whose outstanding Loans and Unutilized Commitments constitute at least 51% of the sum of the total outstanding Loans and Unutilized Commitments of Non-Defaulting Lenders.

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"Revolving Borrowing" means the incurrence of Revolving Loans consisting of one Type of Loan, by the Borrower from all of the Lenders having Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurodollar Loans the same Interest Period.

"Revolving Commitment" means, with respect to each Lender, the amount, if any, set forth opposite such Lender's name on Annex I as its "Revolving Commitment" as the same may be reduced from time to time pursuant to Section 4.2, 4.3 and/or 10.2, increased pursuant to Section 2.1(b), and/or adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 12.4.

"Revolving Facility" means the credit facility evidenced by the Total Revolving Commitment.

"Revolving Facility Percentage" means, at any time for any Lender with a Revolving Commitment, the percentage obtained by dividing such Lender's Revolving Commitment by the Total Revolving Commitment, provided, that if the Total Revolving Commitment has been terminated, the Revolving Facility Percentage for each Lender shall be determined by dividing such Lender's Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such termination.

"Revolving Loan" has the meaning provided in Section 2.1(a).

"Revolving Note" has the meaning provided in Section 2.4(d)(i).

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and its successors.

"S&P Rating" means, with respect to any Person, the rating accorded to such Person's senior unsecured long-term debt by S&P.

"Sale and Lease‑Back Transaction" means any arrangement with any Person providing for the leasing by the Parent or any Subsidiary of the Parent of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Parent and a Subsidiary or between Subsidiaries), which property has been or is to be sold or transferred by the Parent or such Subsidiary to such Person.

"SEC" means the United States Securities and Exchange Commission.

"SEC Regulation D" means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

"Settlement Agreement" means the amended and restated settlement agreement dated January 2, 1998 among the Staff of the New York Public Service Commission, the Utility and others, as adopted by the New York Public Service Commission in Opinion No. 98-14, issued and effective June 30, 1998., and any other or further restriction imposed on the payment of dividends by the Utility by the New York Public Service Commission.

"Standard Permitted Liens" means the following:

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"Stated Amount" of each Letter of Credit means the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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"Subsidiary" means, with respect to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time or in which the Parent, one or more other Subsidiaries of the Parent, or the Parent and one or more Subsidiaries of the Parent, directly or indirectly, has the power to direct the policies, management and affairs thereof.  Unless otherwise expressly provided, all references herein to "Subsidiary" shall mean a Subsidiary of the Parent.

"Swap Agreement" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), irrespective of whether any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Swing Line Commitment" means $15,000,000, as the same may be reduced from time to time in accordance with the terms of this Agreement.

"Swing Line Facility" means the credit facility evidenced by the Swing Line Commitment.

"Swing Line Lender" means KeyBank, together with its successors and assigns.

"Swing Line Loan" has the meaning provided in Section 2.1(c).

"Swing Line Note" has the meaning provided in Section 2.4(d)(ii).

"Swing Line Participation Amount" has the meaning provided in Section 2.9(b).

"Synthetic Lease" means any lease (a) that is accounted for by the lessee as an Operating Lease, and (b) under which the lessee is intended to be the "owner" of the leased property for Federal income tax purposes.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 "Total Commitment" means the Total Revolving Commitment and the Swing Line Commitment.

"Total Revolving Commitment" means the sum of the Revolving Commitments of the Lenders.

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"Type" means any type of Loan determined with respect to the interest option applicable thereto, i.e., a Base Rate Loan or Eurodollar Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time.  Unless otherwise specified, the UCC shall refer to the UCC as in effect in the State of New York.

"Unfunded Current Liability" means, with respect to any Plan, the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan's actuary in the most recent annual valuation of the Plan.

"United States" and "U.S." each means United States of America.

"Unpaid Drawing" has the meaning provided in Section 3.3(a).

"Unutilized Commitment" means, at any time, with respect to any Lender, the excess of (a) such Lender's Revolving Commitment at such time over (b) the sum of (i) the aggregate principal amount of outstanding Loans made by such Lender plus (ii) such Lender's Revolving Facility Percentage of Letter of Credit Outstandings at such time.

"Unutilized Revolving Commitment" means, at any time, with respect to any Lender, the excess of (a) such Lender's Revolving Commitment at such time over (b) the sum of (i) the principal amount of outstanding Revolving Loans made by such Lender plus (ii) such Lender's Revolving Facility Percentage of Letter of Credit Outstandings at such time.

"Unutilized Total Commitment" means, at any time, the excess of (a) the Total Revolving Commitment at such time over (b) the sum of (i) the aggregate principal amount of all outstanding Loans plus (ii) the aggregate of Letter of Credit Outstandings at such time.

"Unutilized Total Revolving Commitment" means, at any time, the excess of (a) the Total Revolving Commitment at such time over (b) the sum of (i) the aggregate principal amount of all outstanding Revolving Loans plus (ii) the aggregate amount of Letter of Credit Outstandings at such time.

"U.S. Borrower" means any Borrower that is a U.S. Person.

"U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.

"U.S. Tax Compliance Certificate" has the meaning assigned to such term in Section 5.5(g)(ii)(B)(iii).

"Utility" means Central Hudson Gas & Electric Corporation, a New York corporation, together with its successors and assigns.

"Wholly-Owned Subsidiary" means each Subsidiary of the Parent at least 95% of whose capital stock, equity interests and partnership interests, other than director's qualifying shares or similar interests, are owned directly or indirectly by the Parent.

"Withholding Agent" means any Credit Party and the Administrative Agent.

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ARTICLE II.

AMOUNT AND TERMS OF LOANS

 

Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under a Facility for the Borrower, under the applicable Facility, as set forth below:

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(i)

Twice per calendar year the Borrower may, by written notice to the Administrative Agent, request that the Total Revolving Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase.  The Administrative Agent shall deliver a copy of such request to each Lender.  The Borrower shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and that, in any event, must be at least 360 days prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Revolving Commitment by its Revolving Facility Percentage of the proposed increased amount.  Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an "Increasing Lender") or decline to increase its Revolving Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a "Non-Increasing Lender").  If, on the 10th day after the Administrative Agent shall have delivered notice as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an "Augmenting Lender"), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder.  Any increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or choose not to arrange for, Augmenting Lenders.

(ii)

Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent:  (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing.  Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.

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(i)

on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or

(ii)

at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any Connection Income Taxes) because of (x) any Change in Law since the Closing Date (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves already includable Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in any such market; or

(iii)

at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market;

then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders).  Thereafter (x) in the case of clause (i) above, the Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law.

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ARTICLE III.

LETTERS OF CREDIT

 

 

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(i) (ii)

any lack of validity or enforceability of this Agreement or any of the other Credit Documents; the existence of any claim, set-off defense or other right that the Borrower (or any other Letter of Credit Obligor) may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender, or other person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower (or any other Letter of Credit Obligor) and the beneficiary named in any such Letter of Credit), other than any claim that the Borrower (or any other Letter of Credit Obligor that is the account party with respect to a Letter of Credit) may have against any applicable Letter of Credit Issuer for gross negligence or willful misconduct of such Letter of Credit Issuer in making payment under any applicable Letter of Credit;

(iii)   (iv)  (v)

any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;   the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents: or the occurrence of any Default or Event of Default.

 

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(i)   (ii)

any extension, renewal, settlement, compromise, waiver or release in respect to any obligation of any other Letter of Credit Obligor under any Letter of Credit Document, by operation of law or otherwise; any modification or amendment of or supplement to this Agreement, any Note or any other Credit Document;

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(iii)

any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement, any Note or any other Credit Document or of any other Letter of Credit Obligor under any Letter of Credit Document;

(iv)

any change in the existence, structure or ownership of any other Letter of Credit Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Letter of Credit Obligor or its assets or any resulting release or discharge of any obligation of any other Letter of Credit Obligor contained in any Letter of Credit Document;

(v)	the existence of any claim, set-off or other rights that the Borrower may have at any time against any other Letter of Credit Obligor, the Administrative Agent, any Letter of Credit Issuer any Lender or any other person, whether in connection herewith or any unrelated transactions;

(vi)

any invalidity or unenforceability relating to or against any other Letter of Credit Obligor for any reason of any Letter of Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Letter of Credit Obligor of any Obligations in respect of any Letter of Credit; or

(vii)

any other act or omission to act or delay of any kind by any other Letter of Credit Obligor, the Administrative Agent, any Lender or any other person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations under this Section.

 

 

 

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ARTICLE IV.

FEES; COMMITMENTS

 

 

 

 

 

 

 

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ARTICLE V.

PAYMENTS

 

 

 

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(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

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ARTICLE VI.

 

 

 

 

 

 

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(i)

Notice of Borrowing, Continuation or Conversion.  The Administrative Agent shall have received a Notice of Borrowing, Continuation or Conversion meeting the requirements of Section 2.2 with respect to the Borrowing, Continuation or Conversion of a Loan, or a Letter of Credit Request meeting the requirement of Section 3.2 with respect to the issuance of a Letter of Credit.

(ii)

No Default; Representations and Warranties.  At the time of each Credit Event and after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make the Loans and to issue and to participate in the Letters of Credit provided for herein, the Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and each Credit Event:

 

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ARTICLE VIII.

AFFIRMATIVE COVENANTS

The Borrower hereby covenants and agrees that on the Closing Date and thereafter so long as this Agreement is in effect and until such time as the Total Commitment has been terminated, no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations incurred hereunder and under the other Credit Documents, have been paid in full:

 

The Parent will furnish to each Lender and the Administrative Agent in the manner and methods provided for below and in Section 12.3(c):

 

 

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ARTICLE IX.

NEGATIVE COVENANTS

The Borrower hereby covenants and agrees that on the Closing Date and thereafter for so long as this Agreement is in effect and until such time as the Total Commitment has been terminated, no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations incurred hereunder and under the other Credit Documents, have been paid in full:

 

 

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(iv)	the Parent may merge with any Person (other than the Utility), provided that (a) the surviving Person in any such merger shall be the Parent and (b) immediately before and after such merger there shall not exist any Default or Event of Default;

(v)   (vi)

any Subsidiary of the Parent may make or effect any Asset Sale to the Parent or another Wholly-Owned Subsidiary of the Parent, provided that the Utility shall not make or effect an Asset Sale of all or substantially all of its assets to any Person; the Parent and its Subsidiaries may sell inventory in the ordinary course of business;

(vii)   (viii)

in addition to any other Asset Sale permitted pursuant to any other subpart in this Section 9.2, the Parent and its Subsidiaries may make or effect Asset Sales so long as the aggregate amount (based upon the fair market value of the assets) of all assets sold or otherwise disposed pursuant to all such Asset Sales on and after the Closing Date does not exceed 10% of the Consolidated Tangible Assets at the time of and after giving effect to any such Asset Sale; the Parent or any Subsidiary of the Parent may make any Permitted Acquisition; and

(ix)	the Parent and its Subsidiaries shall be permitted to make and dispose of Investments permitted pursuant to Section 9.4 and shall be permitted to pay dividends, including in accordance with Section 9.9.

 

 

 

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ARTICLE X.

EVENTS OF DEFAULT

 

 

 

 

 

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provided that, if an Event of Default specified in Section 10.1(h) shall occur, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (a) and/or (b) above shall occur automatically without the giving of any such notice.

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ARTICLE XI.

THE ADMINISTRATIVE AGENT

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ARTICLE XII.

MISCELLANEOUS

 

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(i)

any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or

(ii)

the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property,

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including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or of any other Indemnitee who is such Person or an Affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.

 

 

 

(i)	if to the Borrower or any other Credit Party, to it at c/o CH Energy Group, Inc., 284 South Avenue, Poughkeepsie, New York  12601, Attention: Christopher Capone (Telecopier No. (845) 486-5459; Telephone No. (845) 486-5439);

(ii)	if to the Administrative Agent, to KeyBank National Association, 127 Public Square, Cleveland, Ohio 44114, Attention: Sherrie Manson (Telecopier No. (216) 689-4981; Telephone No. (216) 689-3443); and

(iii)

if to a Lender, to it at its address (or telecopier number) set forth on Annex I hereto or, in the case of any Lender that becomes a party to this Agreement by way of assignment under Section 12.4 of this Agreement, to it at the address set forth in the Assignment Agreement to which it is a party;

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In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name of all participants in such Loan and the principal amount (and stated interest thereon) of the portion of such Loan that is the subject of the participation (the "Participant Register").  A Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide).  Any participation of a Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.  The Participant Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

 

(i)

except in the case of (x) an assignment of the entire remaining amount of the assigning Lender's Loans and/or Commitment or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of each such assignment of such Commitment (which for this purpose includes the Loans outstanding thereunder), shall not be less than $5,000,000 (or, if greater, in integral multiples of $1,000,000 in excess thereof),

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(ii)	the Swing Line Lender may only assign its Swing Line Commitment and its Swing Line Loans as an entirety and only if the assignee thereof is or becomes a Lender with a Revolving Commitment,

(iii)

in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders,

(iv)

upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of Section 2.4 (with appropriate modifications) to the extent needed to reflect the revised Commitments,

(v)	unless waived by the Administrative Agent, the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500,

and, provided further, that such transfer or assignment will not be effective until the Assignment Agreement in respect thereof is recorded by the Administrative Agent on the Lender Register maintained by it as provided herein.

To the extent of any assignment pursuant to this Section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments.

At the time of each assignment pursuant to this Section 12.4(c) to a Person that is not already a Lender hereunder and that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable an Exemption Certificate) described in Section 5.5(b).  To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this Section 12.4(c) would, at the time of such assignment, result in increased costs under Section 5.5 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).

Nothing in this Section 12.4(c) shall prevent or prohibit (i) any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it.  No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

 

 

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(i)   (ii)

no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Section 4.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender; no change, waiver or other modification shall:

(A)	increase (1) the Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Revolving Commitment, without the consent of all of the Lenders, except any increase pursuant to and in accordance with Section 2.1(b);

(B)

extend or postpone any Maturity Date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender;

(C)

reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or

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(D)	reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; and

(iii)

no change, waiver or other modification shall, without the written consent of each Lender (other than a Defaulting Lender) affected thereby,

 

 

 

 

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[Remainder of page intentionally left blank; signature pages follow.]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

			CH ENERGY GROUP, INC.
		By:	/s/ Stacey Renner
		Name:	Stacey Renner
		Title:	Treasurer

 

 

 

 

 

Signature Pages

to

CH Energy Group, Inc. Second Amended and Restated Credit Agreement

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			JPMORGAN CHASE BANK, N.A.,   as a Lender and as Co-Syndicated Agent
		By:	/s/ Scott McNamara
		Name:	Scott McNamara
		Title:	Senior Underwriter

 

 

 

 

 

Signature Pages

to

CH Energy Group, Inc. Second Amended and Restated Credit Agreement

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ANNEX I

INFORMATION AS TO LENDERS

Name of Lender	Commitments	Notice Address
KeyBank National Association	Revolving Commitment:   $35,000,000   Swing Line Commitment:   $15,000,000	KeyBank National Association 127 Public Square Cleveland, Ohio 44114 Facsimile:  (216) 689-3443 Attention:  Sherrie Manson
JPMorgan Chase Bank, N.A.	Revolving Commitment:   $22,500,000	JPMorgan Chase Bank, N.A. 12 Corporate Woods Blvd. Albany, New York 12211 Facsimile:  (518) 433-0295 Attention:  Kathy Jewett
HSBC Bank USA	Revolving Commitment:   $22,500,000	HSBC Bank USA 801 Auto Park Place Newburgh, New York 12550 Facsimile: (845) 569-8107 Attention:  Wanda Flynn
Bank of America, N.A.	Revolving Commitment:   $20,000,000	Bank of America, N.A. Peter D. Kiernan Plaza Mail Code: NY6-543-03-02 Albany, New York 12207 Facsimile:  (518) 447-3768 Attention:  Debbie Bayer

Name	State or other Jurisdiction of Incorporation
CH Energy Group, Inc.	New York
Subsidiaries
Central Hudson Gas & Electric Corporation	New York
Central Hudson Enterprises Corporation	New York
Griffith Energy Services, Inc.	New York

 

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Schedule 9.3

None.

1.	Secured Parties:  Texas Commerce Bank National Association, successor in interest to Ameritrust Texas National Association; assigned to JPMorgan Chase Bank which changed its name to The Bank of New York, N.A.

Jurisdiction:  New York

File Date:  01/30/02 (File No. 023923)

Amended to change name of Debtor:  02/19/02 (File No. 039939)

Assignment to JPMorgan Chase Bank:  03/11/02 (File No. 056202)

Continuation:  01/30/07 (File No. 200701305112243)

Amendment to change name of Secured Party:  02/22/07 (File No. 200702225186609)

Continuation:  01/30/12 (File No. 201201305122536)

Collateral:  All of the Debtor's right, title, interest, claim, demand, benefit, power and privilege of the Debtor in, to and under the Debtor's interest as a limited partner in Montclair Cogeneration Project Associates Limited Partnership (the "Company") and any other interest in the Company.

Jurisdiction:  New York

File Date:  04/21/03 (File No. 200304210858855)

Continuation:  02/06/08 (File No. 200802065128302)

Collateral:  1 Minolt D1551 31004358 2 Minolt D1551 31004670 3 Minolt D1551 31004430 4 Minolt D1850 22001567 5 Minolt EP6001 3129818 6 Minolt D1251 31758841 7 Minolt EP2030 31740340 8 Minolt D1351 31742658 9 Minolt EP1085 31718672 10 Minolt EP1085 31719078 11 Minolt D1181 317456 12 Minolt EP1085 31718671 13 Minolt EP1085 31704569 14 Minolt D1351 31742665 15 Minolt EP3000 31722799 16 Minolt D1450 31737181 17 Minolt D1551 31004372 18 Minolt D1351 31742667 19 Minolt EP2030 31740341 including all components, additions, upgrades, attachments, accessions, subsititutions, replacements and proceeds of the foregoing.  This filing is for precautionary purposes in connection with an equipment leasing transaction and is not to be construed as indicating that the transaction is other than a true lease.

 

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Jurisdiction:  New York

File Date:  04/26/07 (File No. 200704260329814)

Continuation:  03/09/12 (File No. 201203095283410)

Collateral:  Lease Equipment on Schedule A including all components, additions, upgrades, attachments, accessions, substitutions, replacement and proceeds of the foregoing.  This filing is for precautionary purposes in connection with an equipment leasing transaction and is not to be construed as indicating that the transaction is other than a true lease.

Jurisdiction:  New York

File Date:  11/06/09 (File No. 200911060639274)

Collateral:  All equipment leased or financed by Secured Party to or for Debtor pursuant to Secured Party's Contract Number 25005157, together with all additions, attachments, accessories and substitutions to or for the same, and all proceeds of the foregoing.

None.

 

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Schedule 9.6

Under its current corporate structure, Parent and certain of its Subsidiaries have no direct employees.  All employees are employed directly by Subsidiary operating companies.  The corporate functions administered and executed for the benefit of Parent and its Subsidiaries as a group generally originate at the Utility.  The guidelines for allocating costs that are corporate in nature among and between Parent and its Subsidiaries were prescribed by the New York State Public Service Commission in Case 96-E-0909.  That case addressed the Utility's restructuring and the formation of Parent.  That case was approved by the Commission in Opinion 98-14, issued and effective June 30, 1998.

 

 

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EXHIBIT A-1

REVOLVING NOTE

$35,000,000.00

Cleveland, Ohio

October 19, 2012

FOR VALUE RECEIVED, the undersigned CH ENERGY GROUP, INC., a New York corporation (herein, together with its respective successors and assigns, the "Borrower"), jointly and severally, each hereby promises to pay to the order of KeyBank National Association (the "Lender"), in lawful money of the United States of America and in immediately available funds, at the Payment Office (such term and certain other terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below) of KeyBank National Association (the "Administrative Agent"), the principal sum of THIRTY-FIVE MILLION DOLLARS AND 00/100 ($35,000,000.00) or, if less, the then unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, on the Maturity Date.

The Borrower promises also to pay interest in like currency and funds at the Payment Office on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Revolving Loan until paid at the rates and at the times provided in Section 2.5 of the Credit Agreement.

This Note is one of the Revolving Notes referred to in the Second Amended and Restated Credit Agreement, dated as of October 19, 2012, among the Borrower, the lending institutions from time to time party thereto (including the Lender), and the Administrative Agent (as the same may from time to time be further amended, restated, supplemented or otherwise modified, the "Credit Agreement"), and is entitled to the benefits thereof and of the other Credit Documents.  As provided in the Credit Agreement, this Note is subject to mandatory prepayment prior to the Maturity Date, in whole or in part.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

---

IN WITNESS WHEREOF, each of the undersigned has duly executed this Note as of the date first written above.

 

			CH ENERGY GROUP, INC.
		By:	/s/ Stacey Renner
		Name:	Stacey Renner
		Title:	Treasurer

                     

 

 

 

 

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EXHIBIT A-2

SWING LINE NOTE

$15,000,000

Cleveland, Ohio

October 19, 2012

FOR VALUE RECEIVED, the undersigned CH ENERGY GROUP, INC., a New York corporation (herein, together with its respective successors and assigns, the "Borrower"), jointly and severally, each hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION (the "Lender"), in lawful money of the United States of America in immediately available funds, at the Payment Office (such term and certain other terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below) of KeyBank National Association (the "Administrative Agent"), the principal sum of FIFTEEN MILLION DOLLARS AND 00/100 ($15,000,000) or, if less, the then unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Credit Agreement.  The Borrower will pay the principal amount of any Swing Line Loan on the maturity date specified therefor in the Notice of Borrowing, Continuation or Conversion relating thereto, which maturity date shall in no event be more than 14 days following the date such Swing Line Loan was made.

The Borrower promises also to pay interest on the unpaid principal amount of each Swing Line Loan made by the Lender in like money at such office from the date of such Swing Line Loan until paid at the rates and at the times provided in Section 2.5 of the Credit Agreement.

This Note is one of the Swing Line Notes referred to in the Second Amended and Restated Credit Agreement, dated as of October 19, 2012, among the Borrower, the lending institutions from time to time party thereto (including the Lender), and the Administrative Agent (as the same may from time to time be amended, restated, supplemented or otherwise modified, the "Credit Agreement"), and is entitled to the benefits thereof and of the other Credit Documents.  As provided in the Credit Agreement, this Note is subject to mandatory prepayment prior to the maturity date of any Swing Line Loan, in whole or in part.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

 

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Note as of the date first written above.

 

 

 

 

 

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NOTICE OF BORROWING, CONTINUATION OR CONVERSION

 

______________, 20___

KeyBank National Association,
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
127 Public Square
Cleveland, Ohio 44114
Attention: ____________________________

Ladies and Gentlemen:

[For a Borrowing:

The undersigned, CH Energy Group, Inc., a New York corporation (the "Company"), refers to the Second Amended and Restated Credit Agreement, dated as of October 19, 2012 (as the same may from time to time be further amended, modified or supplemented, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the Company, as Borrower, the lending institutions from time to time party thereto (the "Lenders"), and KeyBank National Association, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.2(b) of the Credit Agreement, that the undersigned hereby requests one or more Borrowings under the Credit Agreement, and in that connection therewith sets forth in the schedule attached hereto the information relating to each such Borrowing (collectively the "Proposed Borrowing") as required by Section 2.2(b) of the Credit Agreement.

The undersigned hereby specifies that the Proposed Borrowing will consist of Loans as indicated in the schedule attached hereto.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

[For a Continuation:

The undersigned, CH Energy Group, Inc., a New York corporation (the "Company"), refers to the Second Amended and Restated Credit Agreement, dated as of October 19, 2012 (as the same may from time to time be further amended, modified or supplemented, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the Company, as Borrower, the lending institutions from time to time party thereto (the "Lenders"), and KeyBank National Association, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.2(b) of the Credit Agreement, that the undersigned hereby requests one or more Continuations of Loans, consisting of one Type of Loan, pursuant to Section 2.2(a) of the Credit Agreement, and in that connection therewith sets forth in the schedule attached hereto the information relating to each such Continuation.]

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[For a Conversion:

The undersigned, CH Energy Group, Inc., a New York corporation (the "Company"), refers to the Second Amended and Restated Credit Agreement, dated as of October 19, 2012 (as the same may from time to time be further amended, modified or supplemented, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the Company, as Borrower, the lending institutions from time to time party thereto (the "Lenders"), and KeyBank National Association, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.2(b) of the Credit Agreement, that the undersigned hereby requests one or more Conversions of Loans, consisting of one Type of Loan, into Loans of another Type, pursuant to Section 2.2(a) of the Credit Agreement, and in that connection therewith sets forth in the schedule attached hereto the information relating to each such Conversion.]

		Very truly yours,
	[			]
		By:
		Name:
		Title:

BORROWING SCHEDULE

Proposed Borrowing #1:

Business Day of Proposed Borrowing	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
______, 20___	Base Rate Loans   Eurodollar Loans   Swing Line Loans with rate of interest of _____% and maturity of _____ days   [Circle one of above]	$____________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

Proposed Borrowing #2:

Business Day of Proposed Borrowing	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
______, 20__	Base Rate Loans   Eurodollar Loans   Swing Line Loans with rate of interest of _____% and maturity of _____ days   [Circle one of above]	$____________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

CONTINUATION SCHEDULE

Proposed Continuation #1

[of the Loans described in the first table below

into the Loans described in the second table below]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period of Loans
____, 20__	Eurodollar Loans	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period of Loans
____, 20__	Eurodollar Loans	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

 

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Proposed Continuation #2

[of the Loans described in the first table below

into the Loans described in the second table below]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period of Loans
____, 20__	Eurodollar Loans	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period of Loans
____, 20__	Eurodollar Loans	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

CONVERSION SCHEDULE

Proposed Conversion #1

[of the Loans described in the first table below

into the Loans described in the second table below]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
____, 20__	Base Rate Loans   Eurodollar Loans   [Circle one of Above]	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
____, 20__	Base Rate Loans   Eurodollar Loans   [Circle one of Above]	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

 

 

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Proposed Conversion #2

[of the Loans described in the first table below

into the Loans described in the second table below]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
____, 20__	Base Rate Loans   Eurodollar Loans   [Circle one of Above]	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

Date of Loans	Type of Loans	Aggregate Amount of Loans	Interest Period if Loans are Eurodollar Loans
____, 20__	Base Rate Loans   Eurodollar Loans   [Circle one of Above]	$________	One Month   Two Months   Three Months   Six Months   [Circle one of above]

EXHIBIT B-2

LETTER OF CREDIT REQUEST

No. ______________

Dated  __________, 20___

KeyBank National Association,

as Administrative Agent for the Lenders party

to the Credit Agreement referred to below

127 Public Square

Cleveland, Ohio 44114

Attention: Letter of Credit Operations

Ladies and Gentlemen:

The undersigned, CH ENERGY GROUP, INC., a New York corporation (the "Company"), refers to the Second Amended and Restated Credit Agreement, dated as of October 19, 2012 (as may be further amended, modified, supplemented or amended and restated from time to time, the "Credit Agreement," the capitalized terms defined therein being used herein as therein defined), among the Borrower, the lending institutions from time to time party thereto (the "Lenders"), and KeyBank National Association, as Administrative Agent for such Lenders.

The undersigned hereby requests that                , as a Letter of Credit Issuer, issue a Letter of Credit on           , 20___ (the "Date of Issuance") in the aggregate amount of $_____________, for the account of ____________________.

The beneficiary of the requested Letter of Credit will be __________, and such Letter of Credit will be in support of ___________ and will have a stated termination date of _____________.

The undersigned hereby certifies that after giving effect to the requested issuance of the Letter of Credit:

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the Date of Issuance:

 

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Copies of all documentation with respect to the supported transaction are attached hereto.

Very truly yours,

CH ENERGY GROUP, INC.

 

 

 

 

 

 

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COMPLIANCE CERTIFICATE

For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFY THAT:

IN WITNESS WHEREOF, [I][we] have signed this certificate the ___ day of _________, 20___.

 

	[			]
		By:
		Name:
		Title:

 

CLOSING CERTIFICATE

Pursuant to Section 6.1(h) of the Second Amended and Restated Credit Agreement, dated as of October 19, 2012 (the "Credit Agreement"; all capitalized terms used herein have the meaning given to them in the Credit Agreement unless otherwise defined herein), among CH ENERGY GROUP, INC., a New York corporation (the "Borrower"), the lending institutions party thereto (collectively, the "Lenders") and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders under the Credit Agreement ("Administrative Agent"), the undersigned, being the duly elected, qualified and acting Chief Financial Officer of the Borrower hereby certifies on behalf of the Borrower as follows:

IN WITNESS WHEREOF, the undersigned has executed this Certificate on October 19, 2012.

 

		/s/ Christopher M. Capone
		Name:	Christopher M. Capone
		Title:  Chief Financial Officer

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ASSIGNMENT AGREEMENT


DATE:_____________

Reference is made to the Second Amended and Restated Credit Agreement described in Item 2 of Annex I annexed hereto (as the same may from time to time be further amended, restated, supplemented or otherwise modified, the "Credit Agreement").  Unless defined in Annex I attached hereto, terms defined in the Credit Agreement are used herein as therein defined.

_____________ (the "Assignor") and ______________ (the "Assignee") hereby agree as follows:

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*     *     *

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

[NAME OF ASSIGNOR],				[NAME OF ASSIGNEE],
as Assignor				as Assignee
By:			By:
Name:			Name:
Title:			Title:

 

 

 

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ANNEX I

TO

ASSIGNMENT AND ASSUMPTION AGREEMENT

CH ENERGY GROUP, INC.

Second Amended and Restated Credit Agreement, dated as of October 19, 2012, among CH Energy Group, Inc., the Lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent.

_________ ___, _____

	Revolving Commitment	Revolving Loans	Swing Line Commitment	Swing Line Loans
Aggregate Amount for all Lenders	$_____	$_____	$_____	$_____
Assigned Share	_____%	_____%	_____%	_____%
Amount of Assigned Share	$_____	$_____	$_____	$_____
Amount Retained by Assignor	$_____	$_____	$_____	$_____

_________ ___, ___

6.	Rate of Interest

to the Assignee:

As set forth in Section 2.5 of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee).2

Fee:	As set forth in Section 4.1(a) of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee).3

 

8.

Notices:

ASSIGNOR: ______________________ ______________________ ______________________ Attention: Telephone No.: Facsimile No.:

ASSIGNEE: ______________________ ______________________ ______________________ Attention: Telephone No.: Facsimile No.:

 

9.	Payment Instructions:

ASSIGNOR: ______________________ ______________________ ______________________ ABA No. Account No.: Reference: Attention: Telephone No.: Facsimile No.:

ASSIGNEE: ______________________ ______________________ ______________________ ABA No. Account No.: Reference: Attention: Telephone No.: Facsimile No.:

 

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