PENNSYLVANIA POWER & LIGHT COMPANY
$250,000,000
REVOLVING CREDIT AGREEMENT
_________________
DATED AS OF August 30, 1994
TABLE OF CONTENTS
Page
SECTION 1. Amounts and Terms of Loans 1
1.1 Commitments 1
1.2 Notices of Borrowing 1
1.3 Disbursement of Funds 2
1.4 The Notes 2
1.5 Special Payment Provisions 3
1.6 Facility Fee 4
1.7 Reductions in Total Commitments 4
1.8 Compensation 4
SECTION 2. Interest 5
2.1 Rates of Interest 5
2.2 Determination of Rate of Borrowing 5
2.3 Interest Payment Dates 6
2.4 Conversions; Interest Periods 6
2.5 Increased Costs, Illegality, Etc. 8
SECTION 3. Payments 11
3.1 Payments on Non - Business Days 11
3.2 Voluntary Prepayments 11
3.3 Method and Place of Payment, Etc. 12
3.4 Net Payments 13
SECTION 4. Conditions Precedent 13
4.1 Conditions to the Initial Loans 13
4.2 Conditions to Each Loan 14
SECTION 5. Covenants 15
5.1 Financial Statements 15
5.2 Mergers 16
SECTION 6. Events of Default 16
6.1 Representations, Etc. 16
6.2 Principal and Interest 16
6.3 Defaults Under Other Agreements 16
6.4 Bankruptcy, Etc. 17
6.5 Other Covenants 17
SECTION 7. Representations and Warranties 18
7.1 Corporate Status 18
7.2 Authority; No Conflict 18
7.3 Legality, Etc. 18
7.4 Financial Statements 18
7.5 Litigation 19
7.6 No Violation 19
7.7 ERISA 19
7.8 Consents 19
7.9 Subsidiaries 20
7.10 Limitation Event 20
SECTION 8. Agent 20
8.1 Appointment 20
8.2 Nature of Duties 20
8.3 Rights, Exculpation, Etc. 21
8.4 Reliance 21
8.5 Indemnification 22
8.6 The Agent, Individually 22
8.7 Holders of Notes 22
8.8 Resignation by the Agent 22
SECTION 9. Miscellaneous 23
9.1 Definitions 23
9.2 Accounting Principles 30
9.3 Exercise of Rights 30
9.4 Amendment and Waiver 31
9.5 Expenses 31
9.6 Successors and Assigns 32
9.7 Notices, Requests, Demands 35
9.8 Survival of Representations and
Warranties 35
9.9 Governing Law 35
9.10 Counterparts 35
9.11 Effectiveness 35
9.12 Transfer of Office 35
9.13 Proration of Payments 36
9.14 Headings Descriptive 36
9.15 Termination of Commitments Under Prior
Agreements 36
EXHIBIT A - Revolving Note
EXHIBIT B - Opinion of Counsel
REVOLVING CREDIT AGREEMENT, dated as of August 30, 1994, among
PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation ("PP&L"),
the banks listed on Schedule I hereto (each a "Bank" and collectively the
"Banks") and CHEMICAL BANK, as Agent for the Banks to the extent and in
the manner provided in Section 8 below (in such capacity, the "Agent")
(all capitalized terms used herein shall have the meaning specified
therefor in Section 9.1 unless otherwise defined herein).
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth
herein, the Banks are willing to make available to PP&L the credit
facility herein provided;
NOW, THEREFORE, it is agreed:
SECTION 1. Amounts and Terms of Loans.
1.1 Commitments. Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees, at any time and from time
to time prior to the Expiry Date to make a loan or loans (each a "Loan"
and collectively for all Banks, the "Loans") to PP&L, which Loans (i)
shall at the option of PP&L, be initially maintained as Base Rate Loans
or Eurodollar Loans, provided that all the Loans made by all the Banks at
any one Borrowing hereunder must be either all Base Rate Loans or all
Eurodollar Loans, (ii) may be repaid and borrowed in accordance with the
provisions hereof and (iii) shall not exceed in aggregate principal
amount at any time outstanding such Bank's Commitment.
1.2 Notices of Borrowing. Whenever PP&L desires to make a
Borrowing hereunder, it shall give the Payments Administrator at the
Payment Office (i) no later than 12:00 Noon (New York time) at least four
Business Days' prior written notice or telephonic notice (confirmed in
writing) of each Eurodollar Loan to be made hereunder and (ii) no later
than 10 A.M. (New York time) on the date of such Borrowing prior written
notice or telephonic notice (confirmed in writing) of each Base Rate Loan
to be made hereunder. Each such notice (each a "Notice of Borrowing")
shall specify the aggregate principal amount PP&L desires to borrow
hereunder, the date of Borrowing (which shall be a Business Day), the
Type of Loans to be made pursuant to such Borrowing and the Interest
Period to be applicable thereto. The Payments Administrator shall
promptly give each Bank telephonic notice (confirmed in writing) of the
proposed Borrowing, of such Bank's proportionate share thereof and of the
other matters covered by the Notice of Borrowing. Each Borrowing shall
be in an integral multiple of $500,000 and not less than $20,000,000 and
shall be made from each Bank in the proportion which its respective
Commitment bears to the Total Commitment. Except as otherwise
specifically provided in Section 2.5, each Bank shall participate in the
Type of Loan made at each Borrowing in the proportion which its
respective Commitment bears to the Total Commitment. The failure of any
Bank to make any Loan required hereby shall not release any other Bank
from its obligation to make Loans as provided herein.
1.3 Disbursement of Funds. No later than 12:00 Noon (New York
time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on
the date specified in each Notice of Borrowing) each Bank will make
available the amount of its pro rata portion of the Loans requested to be
made on such date in U.S. dollars and in immediately available funds, to
the Payments Administrator at the Payment Office. The Payments
Administrator will make available to PP&L not later than 1:00 P.M. (New
York time) (or, in the case of Base Rate Loans, 3:00 P.M. (New York
time)) on such date at the Payment Office the aggregate of the amounts in
immediately available funds made available by the Banks against delivery
to the Payments Administrator at the Payment Office, or at such other
office as the Payments Administrator may specify, of the documents and
papers provided for herein. The Payments Administrator shall deliver the
documents and papers received by it for the account of each Bank to such
Bank or upon its order.
1.4 The Notes. (a) PP&L's obligation to pay the principal of,
and interest on, all Loans made by each Bank shall be evidenced by a
promissory note substantially in the form of Exhibit A hereto (each a
"Note" and collectively for all Banks, the "Notes") with blanks
appropriately completed in conformity herewith. Each Note issued to each
Bank shall: (i) be payable to the order of such Bank and be dated the
date of the making of the initial Loans hereunder; (ii) be in the
original principal amount of the Commitment of such Bank; (iii) mature
on the Expiry Date; (iv) bear interest as provided in Section 2.1 in
respect of the Base Rate Loans or Eurodollar Loans evidenced thereby, as
the case may be; and (v) be entitled to the benefits of this Agreement.
Each Bank will note on its internal records the amount of each Loan made
by it and each payment in respect thereof and will prior to any transfer
of its Note endorse on the reverse side thereof the outstanding principal
amount of the Loans evidenced thereby. Failure to make any such notation
shall not affect PP&L's obligations in respect of such Loans.
(b) The Payments Administrator shall maintain at the Payment
Office a register for the recordation of the names and addresses of the
Banks, the Commitments of the Banks from time to time, and the principal
amount of the Loans owing to each Bank from time to time, and other terms
applicable thereto (the "Register"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error. The
Register shall be available for inspection by PP&L, the Agent or any Bank
at any reasonable time and from time to time upon reasonable prior
notice.
1.5 Special Payment Provisions. Unless the Payments Administrator
shall have been notified by any Bank prior to any Borrowing Date that
such Bank does not intend to make available to the Payments Administrator
such Bank's portion of the Loans to be made on such date, the Payments
Administrator may assume that such Bank has made such amount available to
the Payments Administrator on such Borrowing Date and the Payments
Administrator may, in reliance upon such assumption, make available to
PP&L a corresponding amount. If such amount is not in fact made
available to the Payments Administrator by such Bank, the Payments
Administrator shall be entitled to recover such amount on demand from
such Bank. If such Bank does not pay such amount forthwith upon the
Payments Administrator's demand therefor, the Payments Administrator
shall promptly notify PP&L and PP&L shall pay such amount to the Payments
Administrator. The Payments Administrator shall also be entitled to
recover from such Bank or PP&L, as the case may be, interest on such
amount in respect of each day from the date such amount was made
available by the Payments Administrator to PP&L to the date such amount
is recovered by the Payments Administrator, at a rate per annum equal to
(i) in the case of such Bank, the Federal Funds Rate and (ii) in the case
of PP&L, the applicable rate provided in Section 2.1 for the applicable
Type of Loan. Nothing herein shall be deemed to relieve any Bank from
its obligation to fulfill its Commitment hereunder or to prejudice any
rights which PP&L may have against any Bank as a result of the failure of
such Bank to perform its obligations hereunder.
1.6 Facility Fee. PP&L agrees to pay to the Payments
Administrator for pro rata distribution to each Bank a Facility Fee (the
"Facility Fee"), for the period from the Effective Date until the Expiry
Date (or such earlier date as the Total Commitment shall be terminated),
on the average daily Total Commitment, computed at the Applicable
Facility Fee Percentage per annum computed on the basis of the number of
days actually elapsed over a year of 365 or 366 days and payable
quarterly in arrears on the last day of each calendar quarter and on the
Expiry Date (or such earlier date as the Total Commitment shall be
terminated).
1.7 Reductions in Total Commitments. PP&L shall have the
right, upon at least 2 Business Days' prior written notice to the
Payments Administrator at the Payment Office (which notice the Payments
Administrator shall promptly transmit to each of the Banks), to reduce
permanently the Total Commitment, in an aggregate amount equal to an
integral multiple of $500,000 and not less than $10,000,000, or to
terminate the unutilized portion of the Total Commitment, provided that
any such reduction or termination shall apply proportionately to the
Commitments of the Banks.
1.8 Compensation. PP&L shall compensate each Bank, upon such
Bank's written request given promptly after learning of the same, for all
losses, expenses and liabilities (including, without limitation, any
interest paid by such Bank to lenders of funds borrowed by it to make or
carry its Eurodollar Loans and any loss sustained by such Bank in
connection with the re-employment of such funds), which the Bank
sustains: (i) if for any reason other than a failure of such Bank to
perform its obligations) a Borrowing of any Eurodollar Loan does not
occur on a date specified therefor in a Notice of Borrowing or notice of
conversion (whether or not withdrawn or cancelled pursuant to Section 2.5
or otherwise), (ii) if any repayment or conversion (pursuant to
Section 2.5 or otherwise) of any of its Eurodollar Loans occurs on a date
which is not the last day of the Interest Period applicable thereto, or
(iii) without duplication of any amounts paid pursuant to Section 2
hereof, as a consequence of any other default by PP&L to repay its
Eurodollar Loans when required by the terms of this Agreement. A
certificate as to any amounts payable to any Bank under this Section 1.8
submitted to PP&L by such Bank shall show the amount payable and the
calculations used to determine such amount and shall, absent manifest
error, be final, conclusive and binding upon all parties hereto.
SECTION 2. Interest.
2.1 Rates of Interest. (a) PP&L agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the
date the proceeds thereof are made available to PP&L until prepayment
pursuant to Section 3 or maturity (whether by acceleration or otherwise)
at a rate per annum which shall be the Base Rate in effect from time to
time.
(b) PP&L agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds
thereof are made available to PP&L until prepayment pursuant to Section 3
or maturity (whether by acceleration or otherwise) at a rate per annum
which shall be the relevant Quoted Rate plus the Applicable Eurodollar
Margin.
(c) PP&L agrees to pay interest in respect of overdue
principal of, and (to the extent permitted by law) overdue interest in
respect of, each Loan, on demand, at a rate per annum which shall be 1%
in excess of the Base Rate in effect from time to time.
(d) Interest shall be computed on the actual number of days
elapsed on the basis of a 360 -- day year; provided, however, that for
any rate of interest determined by reference to the Prime Rate, interest
shall be computed on the actual number of days elapsed on the basis of a
year of 365 or 366 days.
(e) In computing interest on the Loans, the date of the
making of a Loan shall be included and the date of payment shall be
excluded, provided, however, that if a Loan is repaid on the same day on
which it is made, such day shall nevertheless be included in computing
interest thereon.
2.2 Determination of Rate of Borrowing. As soon as practicable
after 10:00 A.M. (New York time) on the second Business Day prior to the
commencement of the Interest Period with respect to Eurodollar Loans, the
Payments Administrator shall determine (which determination, absent
manifest error, shall be final, conclusive and binding upon all parties)
the rate of interest which shall be applicable to the Eurodollar Loans
for the Interest Period applicable thereto and shall promptly give notice
thereof (in writing or by telephone, confirmed in writing) to PP&L and
the Banks. In the event that there is no applicable rate for the
Eurodollar Loans: (i) the Payments Administrator shall promptly give
notice thereof (in writing or by telephone, confirmed in writing) to PP&L
and the Banks and (ii) such Loans shall be deemed to have been requested
to be made as Base Rate Loans and (iii) the rate applicable to such Loans
shall be the Base Rate in effect from time to time.
2.3 Interest Payment Dates. Accrued interest shall be
payable (i) in respect of each Eurodollar Loan, at the end of the
Interest Period relating thereto and in respect of each Loan with an
Interest Period of longer than 3 months, on each 3-month anniversary of
the first day of such Interest Period, (ii) in respect of each Base Rate
Loan, in arrears on the last Business Day of each March, June, September
and December and (iii) in respect of each Loan, on any prepayment (on the
amount prepaid), at maturity (whether by acceleration or otherwise) and,
after maturity, on demand.
2.4 Conversions; Interest Periods. (a) PP&L shall have the
option to convert on any Business Day occurring on and after the
Effective Date, all or a portion at least equal to the $20,000,000 of the
outstanding principal amount of the Loans made pursuant to one or more
Borrowings of one Type of Loans into a Borrowing or Borrowings of another
Type of Loan, provided that (i) except as provided in Section 2.5(b),
Eurodollar Loans may be converted into Base Rate Loans only on the last
day of an Interest Period applicable thereto and no partial conversion of
a Borrowing of Eurodollar Loans shall reduce the outstanding principal
amount of the Loans pursuant to such Borrowing to less than the
$20,000,000 and (ii) Loans may only be converted into Eurodollar Loans if
no Default or Event of Default is in existence on the date of the conver-
sion. Each such conversion shall be effected by PP&L by giving the
Payments Administrator at its Payment Office, prior to 12:00 Noon (New
York time), at least four Business Days (or one Business Day in the case
of a conversion into Base Rate Loans) prior written notice (or telephonic
notice promptly confirmed in writing) (each a "Notice of Conversion")
specifying the Loans to be so converted, the Borrowing or Borrowings pur-
suant to which such Loans were made, the Type of Loans to be converted
into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Payments
Administrator shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.
(b) At the time PP&L gives a Notice of Borrowing or Notice of
Conversion in respect of the making of, or conversion into, a Borrowing
of Eurodollar Loans (in the case of the initial Interest Period
applicable thereto) or prior to 12:00 Noon (New York time) on the fourth
Business Day prior to the expiration of an Interest Period applicable to
a Borrowing of Eurodollar Loans (in the case of any subsequent Interest
Period), PP&L shall have the right to elect by giving the Payments
Administrator written notice (or telephonic notice promptly confirmed in
writing) of the Interest Period applicable to such Borrowing, which
Interest Period shall, at the option of PP&L, be a one, three or six
month period or, subject to availability on the part of each Bank, such
shorter period as ends on the Expiry Date. Notwithstanding anything to
the contrary contained above:
(i) the initial Interest Period for any Borrowing of
Eurodollar Loans shall commence on the date of such Borrowing
(including the date of any conversion from a Borrowing of Base Rate
Loans) and each Interest Period occurring thereafter in respect of
such Borrowing shall commence on the day on which the next preced-
ing Interest Period expires;
(ii) if any Interest Period applicable to a Borrowing of
Eurodollar Loans 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;
(iii) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on
the next succeeding Business Day, provided that if any Interest
Period applicable to a Borrowing of Eurodollar Loans would other-
wise expire on a day which 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;
(iv) no Interest Period in respect of any Borrowing of Loans
shall extend beyond the Expiry Date;
(v) no Interest Period may be elected at any time when a
Default or Event of Default is then in existence; and
(vi) all Eurodollar Loans comprising a Borrowing shall at all
times have the same Interest Period.
If upon the expiration of any Interest Period, PP&L has failed to elect a
new Interest Period to be applicable to the respective Borrowing of
Eurodollar Loans as provided above, or is unable to elect a new Interest
Period as a result of clause (v) above, PP&L shall be deemed to have
elected to convert such Borrowing into a Borrowing of Base Rate Loans
effective as of the expiration date of such current Interest Period.
2.5 Increased Costs, Illegality, Etc. (a) In the event that
any Bank (including the Agent) shall have reasonably determined (which
determination shall be final and conclusive and binding upon all parties
but, with respect to the following clauses (i), (ii) and (iii), shall be
made only after consultation with PP&L and the Agent on the date of such
determination) that:
(i) on any date for determining the Quoted Rate for any
Interest Period, by reason of any change after the date hereof
affecting the interbank Eurodollar market or affecting the position
of such Bank (if a Reference Bank) in such market, adequate and
fair means do not exist for ascertaining the applicable interest
rate by reference to the Quoted Rate; or
(ii) at any time, by reason of (y) any change after the date
hereof in any applicable law or governmental rule, regulation or
order (or any interpretation thereof by a governmental authority or
otherwise (provided that, in the case of an interpretation not by a
governmental authority, such interpretation shall be made in good
faith and shall have a reasonable basis) and including the
introduction of any new law or governmental rule, regulation or
order), to the extent not provided for in clause (iii) below, or
(z) in the case of Eurodollar Loans, other circumstances affecting
such Bank or the interbank Eurodollar market or the position of
such Bank in such market, the Quoted Rate shall not represent the
effective pricing to such Bank for funding or maintaining the
affected Eurodollar Loan; or
(iii) at any time, by reason of the requirements of Regulation
D or other official reserve requirements, the Quoted Rate shall not
represent the effective pricing to such Bank for funding or
maintaining the affected Eurodollar Loan; or
(iv) at any time, that the making or continuance of any
Eurodollar Loan has become unlawful by compliance by such Bank in
good faith with any law, governmental rule, regulation, guideline
or order, or would cause severe hardship to such Bank as a result
of a contingency occurring after the date hereof which materially
and adversely affects the interbank Eurodollar market;
then, and in any such event, the Bank so affected shall on such date of
determination give notice (by telephone confirmed in writing) to PP&L and
(except with respect to clause (iii) of this Section 2.5(a)) to the
Payments Administrator (who shall give similar notice to each Bank) of
such determination. Thereafter, (x) in the case of clause (i), (ii) or
(iii) above, PP&L shall pay to such Bank, upon written demand therefor,
such additional amounts deemed in good faith by such Bank to be material
(in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Bank in its discretion shall
determine) as shall be required to cause such Bank to receive interest
with respect to its affected Eurodollar Loan at a rate per annum equal to
the then Applicable Eurodollar Margin in excess of the effective pricing
to such Bank to make or maintain such Eurodollar Loan and (y) in the case
of clause (iv), PP&L shall take one of the actions specified in
Section 2.5(b) as promptly as possible and, in any event, within the time
period required by law. A certificate as to additional amounts owed any
such Bank, showing in reasonable detail the basis for the calculation
hereof, submitted to PP&L and (except with respect to clause (iii) of
this Section 2.5(a)) the Agent by such Bank shall, absent manifest error,
be final, conclusive and binding upon all of the parties hereto.
(b) At any time that any of its Loans are affected by the
circumstances described in Section 2.5(a) (other than clause (iii)
thereof) PP&L may (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Payments
Administrator notice thereof by telephone (confirmed in writing) on the
same date that PP&L was notified by the affected Bank pursuant to Section
2.5(a) or (ii) if the affected Eurodollar Loan is then outstanding, upon
at least 4 Business Days' written notice to the Bank, require the Bank to
convert such Eurodollar Loan into a Base Rate Loan; provided that if more
than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 2.5(b).
(c) In the event that PP&L shall be paying additional amounts
to a Bank pursuant to Section 2.5(a)(i) or (ii) or Section 2.5(d) (and,
in the case of Section 2.5(d), such Bank has not eliminated the increased
costs by designating a new Applicable Lending Office) or is unable to
incur a Eurodollar Loan from such Bank because of the existence of a
condition described in Section 2.5(a)(iv) (any such Bank, an "Affected
Bank") covering a period of 90 consecutive days, PP&L, the Agent and the
Affected Bank shall consult with a view towards (but being under no
obligation to) amending this Agreement, with the consent of the Banks
other than the Affected Bank (the "Unaffected Banks") which, at such
time, have outstanding two-thirds of the aggregate principal amount of
the Loans outstanding hereunder (exclusive of the aggregate principal
amount of the Loans outstanding of the Affected Bank), to provide for (i)
the termination of the Affected Bank's Commitment, provided that such
termination is accompanied by payment in full of the outstanding amount
of all Loans of the Affected Bank, interest accrued on such amount to the
date of payment and all other liabilities and obligations of PP&L
hereunder (including, without limitation, amounts payable pursuant to
Section 1.8, Section 2.5(a) or Section 2.5(d)), and (ii) the substitution
of another bank for the Affected Bank and/or the increase, pro rata or
otherwise, of the Commitments of the Unaffected Banks or otherwise, so
that the Total Commitment remains the amount which would be applicable in
the absence of the occurrence of clause (i) of this Section 2.5(c);
provided that no Commitment of any Unaffected Bank may be changed without
the consent of such Bank.
(d) If any Bank reasonably determines at any time that any
applicable law or governmental rule, regulation, order or request
(whether or not having the force of law) concerning capital adequacy, or
any change in interpretation or administration thereof by any govern-
mental authority, central bank or comparable agency, will have the effect
of increasing the amount of capital required or expected to be maintained
by such Bank based on the existence of such Bank's Commitment hereunder
or its obligations hereunder, then promptly upon receipt of a written
demand from such Bank meeting the requirements of this Section 2.5(d),
PP&L shall pay such Bank such additional amounts as shall be required to
compensate such Bank for the increased cost to such Bank as a result of
such increase in capital for the first Compensation Period (as defined
below). After the initial written demand for payment in respect of this
Section 2.5(d) is delivered to PP&L by such Bank, written demand for
payment may be submitted for each Compensation Period thereafter that
this Agreement remains in effect as to such Bank. Each such written
demand shall (i) specify (a) the event pursuant to which such Bank is
entitled to claim the additional amount, (b) the date on which the event
occurred and became applicable to the Bank and (c) the Compensation
Period for which the amount is due and (ii) set out in reasonable detail
the basis and computation of such additional amount. The period for
which the additional amounts may be claimed by such Bank (the
"Compensation Period") shall be the lesser of (x) the number of days
actually elapsed since the date the event occurred and became applicable
to such Bank or (y) 90 days. Payments made by PP&L to any Bank in
respect of this Section 2.5(d) shall be made on the last day of the
Compensation Period specified in each written demand with a final payment
to be made on the date of termination of this Agreement as to such Bank.
Provided that each Bank acts reasonably and in good faith and uses
averaging and attribution methods which are reasonable in determining any
additional amounts due under this Section 2.5(d), such Bank's
determination of compensation owing under this Section 2.5(d) shall,
absent manifest error, be final and conclusive and binding on all the
parties hereto.
(e) Each Bank agrees that, upon the occurrence of any event
giving rise to the operation of Section 2.5(d) with respect to such Bank,
such Bank shall, if requested by PP&L, designate another Applicable
Lending Office for any Loans affected by such event with the objective of
eliminating, avoiding or mitigating the consequence of the event giving
rise to the operation of such section; provided that such Bank and its
Applicable Lending Office shall not, in the sole judgment of such Bank,
suffer any economic, legal or regulatory disadvantage. Nothing in this
Section 2.5(e) shall affect or postpone any of the obligations of PP&L or
the right of any Bank provided in Section 2.5(d).
SECTION 3. Payments.
3.1 Payments on Non-Business Days. Whenever any payment to
be made hereunder or under any Note shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to
the next succeeding Business Day and, if a payment of principal has been
so extended, interest shall be payable on such principal at the
applicable rate during such extension.
3.2 Voluntary Prepayments. PP&L shall have the right to
prepay the Loans in whole or in part, without premium or penalty, from
time to time pursuant to this Section 3.2 on the following terms and
conditions: (i) PP&L shall give the Payments Administrator at the
Payment Office at least 2 Business Days' prior written notice or
telephonic notice (confirmed in writing) of its intent to prepay such
Loans, which notice shall specify the amount of such prepayment and the
specific Borrowing to be prepaid, which notice the Payments Administrator
shall promptly transmit to each of the Banks; (ii) each prepayment shall
be in an integral multiple of $500,000 and not less than $20,000,000 (or,
the amount then remaining outstanding in respect of the Borrowing being
prepaid); (iii) each prepayment in respect of Loans made pursuant to one
Borrowing shall be applied pro rata among the Banks on the basis of such
Loans, except as otherwise specifically provided in Section 2.5; (iv) at
the time of any prepayment, PP&L shall pay all interest accrued on the
principal amount of said prepayment and, except as otherwise specifically
provided in Section 2.5, PP&L shall have no right to prepay any
Eurodollar Loan on any day other than the last day of an Interest Period
applicable thereto.
3.3 Method and Place of Payment, Etc. Except as expressly
provided herein, all payments under this Agreement shall be made to the
Payments Administrator for the ratable account of the Banks not later
than Noon (New York time) on the date when due and shall be made in
freely transferable U.S. dollars and in immediately available funds at
the Payment Office (if such payment is made in respect of principal of or
interest on any Eurodollar Loan, for the account of such non-U.S. office
of the Payments Administrator as the Payments Administrator may from time
to time direct). Unless the Payments Administrator shall have been
notified by PP&L prior to the date on which any payment to be made by
PP&L hereunder is due that PP&L does not intend to remit such payment,
the Payments Administrator may, at its discretion, assume that PP&L has
remitted such payment when so due and the Payments Administrator may, at
its discretion and in reliance upon such assumption, make available to
each Bank (for the account of its applicable lending office) on such
payment date an amount equal to such Bank's share of such assumed
payment. If PP&L has not in fact remitted such payment to the Payments
Administrator, each Bank shall forthwith on demand repay to the Payments
Administrator the amount of such assumed payment made available to such
Bank together with interest thereon in respect of each day from and
including the date such amount was made available by the Payments
Administrator to such Bank to the date such amount is repaid to the
Payments Administrator at a rate per annum equal to the Federal Funds
Rate. On the commencement date of each Interest Period and on each date
occurring two Business Days prior to an Interest Payment Date, the
Payments Administrator shall notify PP&L of the amount of interest and/or
fees due at the end of such Interest Period or on such Interest Payment
Date (assuming, in the case of Base Rate Loans, that there is no change
in the rate of the applicable Base Rate Loan); provided, however, that
failure to so notify PP&L shall not affect PP&L's obligation to make any
such payments.
3.4 Net Payments. All payments under this Agreement shall
be made without set-off or counterclaim and in such amounts as may be
necessary in order that all such payments of principal and interest in
connection with Loans (after deduction or withholding for or on account
of (i) any present or future taxes, levies, imposts, duties or other
charges of whatsoever nature imposed by any government or any political
subdivision or taxing authority thereof, other than any tax (except such
taxes referred to in clause (ii) below) on or measured by the net income
of a Bank pursuant to the income tax laws of the jurisdiction where such
Bank's principal or lending office is located (collectively the "Taxes")
and (ii) deduction of an amount equal to any taxes on or measured by the
net income payable by any such Bank with respect to the amount by which
the payments required to be made by this Section 3.4 exceed the amount
otherwise specified to be paid under this Agreement and the Notes) shall
not be less than the amounts otherwise specified to be paid under this
Agreement and the Notes. A certificate as to any additional amounts
payable to any Bank under this Section 3.4 submitted to PP&L by such Bank
shall show in reasonable detail the amount payable and the calculations
used to determine such amount and shall, absent manifest error, be
final, conclusive and binding upon all parties hereto. With respect to
each deduction or withholding for or on account of any Taxes, PP&L shall
promptly furnish to each Bank such certificates, receipts and other
documents as may be required (in the judgment of such Bank) to establish
any tax credit to which such Bank may be entitled.
SECTION 4. Conditions Precedent.
4.1 Conditions to the Initial Loans. The obligation of each Bank
to make its initial Loan to PP&L under Section 1.1 hereof is subject, at
the date of the making of such Initial Loan, to the satisfaction of the
following conditions (at which time the Agent shall notify all of the
parties hereto):
(a) Notes. There shall have been delivered by PP&L to the
Agent for the account of each of the Banks, the Note of PP&L
payable to the order of such Bank in the amount and as otherwise
provided in Section 1.4.
(b) Opinion of Counsel for PP&L. The Agent shall have
received from the General Counsel, Senior Counsel or such other
counsel of PP&L who shall be satisfactory to the Agent a favorable
opinion, in sufficient copies for each of the Banks and dated the
date of the Initial Loan (which the Agent will forward to the
Banks), (i) substantially in the form of Exhibit B hereto and (ii)
covering such other matters as the Agent may reasonably request.
(c) Opinion of Counsel for the Agent. The Agent shall have
received in sufficient counterparts for each of the Banks and dated
the date of the Initial Loan (which the Agent will forward to the
Banks), an opinion of White & Case, special counsel for the Agent,
addressed to the Agent and the Banks, to the effect that the legal
opinion delivered pursuant to Section 4.1(b) is substantially
responsive to the requirements of such section.
(d) Documentation and Proceedings. All corporate and legal
proceedings and all instruments in connection with the transactions
contemplated by this Agreement shall be satisfactory in form and
substance to the Agent, and the Agent shall have received all
information and copies of all documents that it has requested, such
documents where appropriate to be certified by proper corporate or
governmental authorities.
4.2 Conditions to Each Loan. The obligation of each Bank to make
its Initial Loan and each subsequent Loan (excluding any conversions of
one Type of Loan to another Type pursuant to Section 2.5(b)) to PP&L
hereunder is subject, at the time of the making of each such Loan (except
as hereinafter indicated), to the satisfaction of the following
conditions, with the making of each such Loan constituting a
representation and warranty by PP&L that the conditions specified in
Sections 4.2(a) and (b) below are then satisfied:
(a) No Default. At the time of the making of each such Loan
and after giving effect thereto, there shall exist no Default or
Event of Default.
(b) Representations and Warranties. At the time of the
making of each such Loan and after giving effect thereto, all
representations and warranties contained in Section 7 hereof shall
be true and correct with the same force and effect as though such
representations and warranties had been made as of such time.
SECTION 5. Covenants.
While this Agreement is in effect and until the Total
Commitment has been terminated and all obligations hereunder and under
the Notes shall have been paid in full, PP&L agrees that:
5.1 Financial Statements. It will furnish to each Bank:
(a) within 120 days after the end of each of its fiscal years
an auditors' report, including a balance sheet as at the close of
such fiscal year and statements of income, shareowners' common
equity and cash flows for such year, prepared in conformity with
generally accepted accounting principles, with an opinion expressed
by Deloitte & Touche or other independent auditors of recognized
standing selected by PP&L;
(b) within 60 days after the end of each of the first three
quarters in each of PP&L's fiscal years, a balance sheet as at the
close of such quarterly period and statements of income,
shareowners' common equity and cash flows for such quarterly
period, prepared in conformity with generally accepted accounting
principles;
(c) within 120 days after the end of each of its fiscal
years, a copy of PP&L's Form 10-K Report to the Securities and
Exchange Commission ("SEC") and within 60 days after the end of
each of the first three quarters in each of PP&L's fiscal years, a
copy of PP&L's Form 10-Q Report to the SEC; provided, that PP&L's
obligations under this Section 5.1(c) may be satisfied by delivery
of Forms 10-K and Forms 10-Q of a holding company of PP&L, so long
as such statements set forth separate information for PP&L and its
consolidated Subsidiaries;
(d) from time to time, with reasonable promptness, such
further information regarding PP&L's business, affairs and
financial condition as such Bank may reasonably request; and
(e) upon acquiring knowledge of the existence of a Default or
Event of Default, PP&L will promptly deliver to each Bank a
certificate of a financial officer of PP&L specifying: (i) the
nature of such Default or Event of Default, (ii) the period of the
existence thereof, and (iii) the actions that PP&L proposes to take
with respect thereto.
The financial statements required to be furnished pursuant to
clauses (a) and (b) above, shall be accompanied by a certificate of a
principal financial officer of PP&L to the effect that no Default or
Event of Default has occurred and is continuing.
5.2 Mergers. It will not merge or consolidate (other than a
merger or consolidation under which PP&L is the surviving corporation)
with any Person or, except in the ordinary course of its business,
dispose of all or substantially all of its assets.
SECTION 6. Events of Default.
Upon the occurrence of any of the following events (each an
"Event of Default"):
6.1 Representations, Etc. Any certificate furnished by PP&L
to the Banks pursuant hereto shall prove to have been incorrect in any
material respect or any of the representations and warranties made by
PP&L herein or in connection herewith shall prove to have been incorrect
in any material respect when made; or
6.2 Principal and Interest. PP&L shall fail to make any
payment of principal on any Note when due or PP&L shall fail to make any
payment of interest on any Note or any other payment payable by PP&L
hereunder within 10 days of the due date thereof; or
6.3 Defaults Under Other Agreements. PP&L shall default in
the payment of the principal of or interest on any obligation (other than
hereunder) for borrowed money beyond any period of grace provided with
respect thereto and the aggregate amount of any such default or defaults
shall exceed $10,000,000 during the term of this Agreement; or PP&L shall
default in the performance or observance of any other agreement, term or
condition contained therein or in any other agreement or indenture
pursuant to which any such obligation is created or by which it is
secured for such period of time as would cause, or permit the holder or
holders of such obligations (or a trustee or other Person on behalf of
such holder or holders) to cause, such obligation to become due prior to
its stated maturity or a portion thereof to be prepaid (other than by a
regularly scheduled required prepayment) prior to such stated maturity
and the aggregate amount of such obligation or obligations shall exceed
$10,000,000 during the term of this Agreement; or
6.4 Bankruptcy, Etc. PP&L shall commence a voluntary case
concerning itself under Title 11 of the United States Code entitled
"Bankruptcy" as now or hereafter in effect or any successor thereto (the
"Bankruptcy Code"); or an involuntary case is commenced against PP&L or
such case is controverted but is not dismissed within 60 days after the
commencement of the case; or PP&L is not generally paying its debts as
they become due; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the
property of PP&L or PP&L commences any other proceeding under any
reorganization, arrangement, readjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to PP&L or there is commenced
against PP&L any such proceeding which remains undismissed for a period
of 60 days or PP&L is adjudicated insolvent or bankrupt; or PP&L fails to
controvert in a timely manner any such case under the Bankruptcy Code or
any such proceeding, or any order of relief or other order approving any
such case or proceeding is entered; or PP&L by any act or failure to act
indicates its consent to, approval of or acquiescence in any such case or
proceeding or in the appointment of any custodian or the like for it or
any substantial part of its property or suffers any such appointment to
continue undischarged or unstayed for a period of 60 days; or PP&L makes
a general assignment for the benefit of creditors; or any corporate
action is taken by PP&L for the purpose of effecting any of the
foregoing; or
6.5 Other Covenants. PP&L shall fail to perform or observe
any other term, covenant or agreement contained in this Agreement on its
part to be performed or observed and any such failure shall remain
unremedied for a period of 30 days after written notice thereof shall
have been received by PP&L from the Agent or the Required Banks;
then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, either or both of the following actions
may be taken: (i) the Agent, at the direction of the Required Banks,
shall by written notice to PP&L, declare the principal of and accrued
interest in respect of all of the Notes to be, whereupon the same and
all other amounts due hereunder shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by PP&L, anything contained herein or
in the Notes to the contrary notwithstanding, and (ii) the Agent, at the
direction of the Required Banks, shall by written notice to PP&L, declare
the Total Commitment terminated, whereupon the Commitment of each Bank
and the obligation of each Bank to make its Loans hereunder shall
terminate immediately and any accrued Facility Fee shall forthwith become
due and payable without any other notice of any kind; provided that if an
Event of Default described in Section 6.4 shall occur, the result which
would otherwise occur only upon the giving of written notice by the Agent
to PP&L as specified in clauses (i) and (ii) above shall occur
automatically without the giving of any such notice and without any
instruction by the Required Banks to give such notice.
SECTION 7. Representations and Warranties.
In order to induce the Banks to enter into this Agreement and
to make the Loans provided for herein, PP&L makes the following
representations and warranties to the Banks:
7.1 Corporate Status. PP&L is duly incorporated, validly
existing and in good standing under the laws of the Commonwealth of
Pennsylvania, and has the corporate power to make and perform this
Agreement and the Notes and to borrow hereunder.
7.2 Authority; No Conflict. The making and performance by
PP&L of this Agreement, and the Notes to be executed and delivered by it
as contemplated by this Agreement, have been duly authorized by all
necessary corporate action and do not and will not violate any provision
of law or regulation, or any decree, order, writ or judgment, or any pro-
vision of its charter or by-laws, or result in the breach of or
constitute a default under any indenture or other agreement or instrument
to which it is a party.
7.3 Legality, Etc. This Agreement constitutes and, when
delivered, the Notes will constitute legal, valid and binding obligations
of PP&L enforceable in accordance with their respective terms except to
the extent limited by bankruptcy, insolvency or reorganization laws or by
other laws relating to or affecting the enforceability of creditors'
rights generally and by general equitable principles which may limit the
right to obtain equitable remedies.
7.4 Financial Statements. The financial statements of PP&L
for the year ended as at December 31, 1993, furnished to the Banks,
fairly present the financial position of PP&L at December 31, 1993 and
the results of its operations for the year then ended. Since that date
there has been no adverse change in the business, assets, financial
condition or operations of PP&L which would materially and adversely
affect the ability of PP&L to perform any of its obligations hereunder or
under the Notes.
7.5 Litigation. Except as disclosed in or contemplated by
PP&L's Form 10-K Report to the SEC for the year ended December 31, 1993,
furnished to the Banks, no litigation, arbitration or administrative
proceeding is pending or, to the knowledge of PP&L, threatened, which, if
determined adversely to PP&L, would materially and adversely affect the
ability of PP&L to perform any of its obligations under this Agreement or
the Notes. There is no litigation, arbitration or administrative
proceeding pending or, to the knowledge of PP&L, threatened which
questions the validity of this Agreement or the Notes.
7.6 No Violation. No part of the proceeds of the borrowings
under this Agreement will be used, directly or indirectly, by PP&L for
the purpose of purchasing or carrying any "margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System, or for any other purpose which violates, or which conflicts with,
the provisions of Regulations G, U or X of said Board of Governors. PP&L
is not engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying
any such "margin stock."
7.7 ERISA. The issuance of the Notes hereunder will not
cause PP&L to be engaged in a "prohibited transaction," as such term is
defined in Section 4975 of the Internal Revenue Code and there have not
been any "reportable events," as that term is defined in Section 4043 of
the Employee Retirement Income Security Act of 1974, as amended, which
would result in a material liability to PP&L.
7.8 Consents. No authorization, consent or approval from
governmental bodies or regulatory authorities is required for the making
and performance of this Agreement by PP&L and the execution and delivery
of the Notes issued or proposed to be issued by PP&L hereunder, except
such authorizations, consents and approvals (including the approval of
the Pennsylvania Public Utility Commission pursuant to the Pennsylvania
Public Utility Code) as have been obtained prior to the making of any
Loans and are in full force and effect at the time of the making of each
Loan.
7.9 Subsidiaries. The assets of all Subsidiaries of PP&L do
not comprise in the aggregate more than 20% of the total consolidated
assets of PP&L.
7.10 Limitation Event. No Limitation Event has occurred
with respect to the business, operation or condition (financial or
otherwise) of PP&L which materially and adversely affects the ability of
PP&L to perform any of its obligations hereunder or under the Notes.
SECTION 8. Agent.
8.1 Appointment. The Banks hereby appoint Chemical Bank as
Agent (such term to include Agent acting as Payments Administrator) to
act as herein specified. Each Bank hereby irrevocably authorizes, and
each holder of any Note by the acceptance of a Note shall be deemed
irrevocably to authorize, the Agent to take such action on its behalf
under the provisions of this Agreement, the Notes and any other
instruments, documents and agreements referred to herein (such Notes and
other instruments, documents and agreements being herein referred to as
the "Loan Documents") and to exercise such powers hereunder and
thereunder as are specifically delegated to the Agent by the terms hereof
and thereof and such other powers as are reasonably incidental thereto.
The Agent may perform any of its duties hereunder, or under the Loan
Documents, by or through its agents or employees.
8.2 Nature of Duties. The duties of the Agent shall be
mechanical and administrative in nature. The Agent shall not have by
reason of this Agreement a fiduciary relationship in respect of any Bank.
Nothing in this Agreement or any of the Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the
Agent any obligations in respect of this Agreement or any of the Loan
Documents except as expressly set forth herein. Each Bank shall make its
own independent investigation of the financial condition and affairs of
PP&L and its Subsidiaries in connection with the making and the
continuance of the Loans hereunder and shall make its own appraisal of
the creditworthiness of PP&L; and the Agent shall have no duty or re-
sponsibility, either initially or on a continuing basis, to provide any
Bank with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time
or times thereafter. The Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents or attorneys-
in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Agent shall not be responsible to any
Bank for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care except to the extent otherwise
required by Section 8.3.
8.3 Rights, Exculpation, Etc. Neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
affiliates (including, without limitation, ABSC) shall be liable to any
Bank for any action taken or omitted by it hereunder or under any of the
Loan Documents, or in connection herewith or therewith, unless caused by
its or their gross negligence or willful misconduct. The Agent shall not
be responsible to any Bank for any recitals, statements, representations
or warranties herein or for the execution, effectiveness, genuineness,
validity, enforceability, collectibility, or sufficiency of this
Agreement or any of the Loan Documents or the financial condition of
PP&L. The Agent shall not be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any of the Loan Documents or the
financial condition of PP&L, or the existence or possible existence of
any Default or Event of Default. The Agent may at any time request
instructions from the Banks with respect to any actions or approvals
which by the terms of this Agreement or any of the Loan Documents the
Agent is permitted or required to take or to grant, and if such
instructions are requested, the Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not
be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under this Agreement or any of the
Loan Documents until it shall have received such instructions from the
Required Banks. Without limiting the foregoing, no Bank shall have any
right of action whatsoever against the Agent as a result of the Agent
acting or refraining from acting hereunder or under any of the Loan
Documents in accordance with the instructions of the Required Banks.
8.4 Reliance. The Agent shall be entitled to rely upon any
written notice, statement, certificate, order or other document or any
telephone message believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person, and, with respect to all
legal matters pertaining to this Agreement or any of the Loan Documents
and its duties hereunder or thereunder, upon advice of counsel selected
by it.
8.5 Indemnification. To the extent that the Agent is not
reimbursed and indemnified by PP&L, the Banks will reimburse and
indemnify the Agent for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against the Agent, acting pursuant hereto, in
any way relating to or arising out of this Agreement or any of the Loan
Documents or any action taken or omitted by the Agent under this
Agreement or any of the Loan Documents, in proportion to their respective
Commitments hereunder; provided, however, that no Bank shall be liable
for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's gross negligence or wilful misconduct. The
obligations of the Banks under this Section 8.5 shall survive the payment
in full of the Notes and the termination of this Agreement.
8.6 The Agent, Individually. With respect to its Commitment
hereunder, the Loans made by it and any Notes issued to or held by it,
the Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and
to the extent set forth herein for any other Bank or holder of a Note.
The terms "Banks," "Required Banks" or "holders of Notes" or any similar
terms shall, unless the context clearly otherwise indicates, include the
Agent in its individual capacity as a Bank, one of the Required Banks or
a noteholder. The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with
PP&L as if it were not acting pursuant hereto.
8.7 Holders of Notes. The Agent may deem and treat the
named payee or any subsequent holder, transferee, assignee or payee of
which the Agent has received written notice) of any Note as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been received by the Agent.
Any request, authority or consent of any Person, who at the time of
making such request or of giving such authority or consent is the named
payee (or any subsequent holder, transferee, assignee or payee of which
the Agent has received written notice) of any Note, shall be conclusive
and binding on any subsequent holder, transferee, assignee or payee of
such Note or of any Note or Notes issued in exchange therefor.
8.8 Resignation by the Agent. The Agent may resign from the
performance of all its functions and duties hereunder at any time by
giving 15 Business Days' prior written notice to PP&L and the Banks.
Such resignation shall take effect upon the expiration of such 15
Business Day period or upon the earlier appointment of a successor. Upon
any such resignation, the Required Banks shall appoint a successor Agent
who shall be satisfactory to PP&L and shall be an incorporated bank or
trust company. In the event no such successor shall have been so
appointed, then any notification, demand or other communication required
or permitted to be given by the Agent on behalf of the Banks to PP&L
hereunder shall be sufficiently given if given by the Required Banks, and
any notification, demand, other communication, document, statement, other
paper or payment required to be made, given or furnished by PP&L to the
Agent for distribution to the Banks shall be sufficiently made, given or
furnished if made, given or furnished by PP&L directly to each Bank
entitled thereto and, in the case of payments, in the amount to which
each such Bank is entitled. All powers specifically delegated to the
Agent by the terms hereof may be exercised by the Required Banks.
SECTION 9. Miscellaneous.
9.1 Definitions. As used herein the following terms shall
have the meanings herein specified and shall include in the singular
number the plural and in the plural number the singular:
"Affected Bank" shall have the meaning assigned that term in
Section 2.5(c).
"Agent" shall mean Chemical Bank and shall include (i) any
successor corporation thereto by merger, consolidation or otherwise and
(ii) any successor to the Agent appointed pursuant to Section 8.8.
"Agreement" shall mean this Revolving Credit Agreement, as it
may from time to time be amended, supplemented or otherwise modified.
"Applicable Eurodollar Margin" shall have the meaning assigned
that term in the definition of "Applicable Rate".
"Applicable Facility Fee Percentage" shall have the meaning
assigned that term in the definition of "Applicable Rate".
"Applicable Lending Office" shall mean, with respect to each
Bank, (i) such Bank's Base Rate Lending Office in the case of a Base Rate
Loan and (ii) such Bank's Eurodollar Lending Office in the case of a
Eurodollar Rate Loan.
"Applicable Rate" shall mean and include the Applicable
Facility Fee Percentage and Applicable Eurodollar Margin and at any time
will be determined based on the highest Category set forth below in which
PP&L's First Mortgage Bonds have been assigned ratings by both Moody's
Investors Services, Inc. and Standard & Poor's Corporation which meet
both of the applicable criteria set forth below (the highest category
being Category A).
Applicable Applicable
Facility Fee Eurodollar
Criteria Percentage Margin
Category A:
A- or better and A3 .125% .225%
or better
Category B:
BBB+ or better and .15% .25%
Baa1 or better
Category C:
BBB or better and .20% .30%
Baa2 or better
Category D:
BBB- or better and .25% .30%
Baa3 or better
Category E:
BB+ or below or .375% .30%
Ba1 or below
"Bank" shall have the meaning assigned that term in the first
paragraph in this Agreement.
"Bankruptcy Code" shall have the meaning assigned that term in
Section 6.4.
"Base Rate" shall mean at any time, the highest of (i) the Prime
Rate, (ii) the Floating CD Rate and (iii) 1/2 of 1% plus the Federal Funds
Rate, each as in effect from time to time.
"Base Rate Lending Office" means, with respect to each Bank, the
office of such Bank specified as its "Base Rate Lending Office" on the
signature pages to the Agreement or such other office of such Bank as such
Bank may from time to time specify as such to PP&L and the Payments
Administrator.
"Base Rate Loan" shall mean any Loan during any period during
which such Loan is bearing interest at the rates provided for in Section 2.1(a).
"Borrowing" shall mean the incurrence of one Type of Loan from
all the Banks on a given date, all of which Eurodollar Loans shall have the
same Interest Period, pursuant to Section 1.2; provided, however, that
Loans of a different Type extended by one or more Banks pursuant to
Section 2.5(b) shall be considered a part of the related Borrowing.
"Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
on which banks in New York City are authorized by law or other governmental
actions to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar
Loans, any day which is a Business Day described in clause (i) and which
is also a day for trading by and between banks in U.S. dollar deposits in
the London interbank Eurodollar market.
"Commitment", for each Bank, shall mean the amount specified
opposite its name on Schedule I hereto, such Commitment to be reduced by the
amount of any reduction thereto effected pursuant to Section 1.7 and/or
Section 6.
"Default" shall mean any event, act or condition which with
notice or lapse of time or both would constitute an Event of Default.
"Effective Date" shall mean the date when all of the following
shall have been satisfied:
(i) Each of the Banks and PP&L shall have signed a counterpart
hereof and shall have delivered such counterpart to the Agent;
(ii) The securities certificate filed by PP&L with the
Pennsylvania Public Utility Commission with respect to the
transactions contemplated by this Agreement and the Notes shall have
been duly registered pursuant to Section 1903 of the Pennsylvania
Public Utility Code (66 Pa. C.S. Section 1903) and such registration
shall be effective to authorize the consummation of the transactions
contemplated by this Agreement and the Notes and shall be in full
force and effect; and
(iii) PP&L shall have terminated all commitments under the Prior
Agreement and repaid in full all principal of and accrued interest
on the notes under the Prior Agreement and any other unpaid
obligations thereunder.
"Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D).
"Eurodollar Lending Office" shall mean, with respect to each
Bank, the office of such Bank specified as its "Eurodollar Lending Office" on
the signature pages to the Agreement or such other office of such Bank as such
Bank may from time to time specify as such to PP&L and the Payments
Administrator.
"Eurodollar Loan" shall mean any loan during any period during
which such Loan is bearing interest at the rates provided for in Section 2.1(b).
"Event of Default" shall mean each of the Events of Default
specified in Section 6.
"Expiry Date" shall mean the date five years from the Effective
Date.
"Facility Fee" shall have the meaning assigned that term in
Section 1.6.
"Federal Funds Rate" shall mean 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 which is a Business Day, the average of the
quotations for such day on such transactions received by the Payments
Administrator from three Federal Funds brokers of recognized standing
selected by the Payments Administrator.
"Floating CD Rate" shall mean, for any day, the sum (rounded to
the nearest 1/100 of 1%) of (A) the rate obtained by dividing (x) the Floating
Certificate of Deposit Rate in effect for such day by (y) a percentage equal to
100% minus the stated maximum rate of all reserve requirements as specified in
Regulation D (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) that would be applicable on such day
to a negotiable certificate of deposit in excess of $100,000 and with a
maturity of three-months of any member bank of the Federal Reserve System,
plus (B) the then daily net annual assessment payable by the Agent to the
Federal Deposit Insurance Corporation for insuring such certificates of
deposit plus (C) 3/8 of 1% per annum.
"Floating Certificate of Deposit Rate" shall mean the most
recent weekly average dealer offering rate for negotiable certificates of
deposit with a three-month rate for negotiable certificates of deposit with a
three-month maturity in the secondary market as published in the most recent
Federal Reserve System publication entitled "Selected Interest Rates,"
published weekly on Form H.15 as of the date hereof or, if such publication
or a substitute containing the foregoing rate information shall not be
published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Payments Administrator on the basis of
quotations for such certificates received by it from three certificate of
deposit dealers in New York of recognized standing or, if such quotations
are unavailable, then on the basis of other sources reasonably selected by
the Payments Administrator. The Floating Certificate of Deposit Rate shall
change on the first Business Day of the week following the day when any
such publication or determination takes place.
"Loan" shall have the meaning assigned that term in Section 1.1.
"Loan Documents" shall have the meaning assigned that term in
Section 8.1.
"Note" shall have the meaning assigned that term in Section 1.4.
"Notice of Borrowing" shall have the meaning assigned that term
in Section 1.2.
"Notice of Conversion" shall have the meaning assigned that term
in Section 2.4(a).
"Payments Administrator" shall mean Chemical Bank and any
successor thereto by merger, consolidation or otherwise, provided that if
Chemical Bank shall cease to constitute the Agent hereunder, the successor
Agent shall perform the functions of the Payments Administrator or appoint
a successor Payments Administrator under this Agreement.
"Payment Office" shall mean the office of the Payments
Administrator located at 277 Park Avenue, New York, New York 10017, or such
other office as the Payments Administrator may hereafter designate in writing
as such to the other parties hereto.
"Persons" shall mean and include any individual, firm,
corporation, association, trust or other enterprise or any governmental or
political subdivision or agency, department or instrument thereof.
"PP&L" shall have the meaning assigned that term in the first
paragraph of this Agreement.
"Prime Rate" shall mean the rate which Chemical Bank announces
from time to time as its prime lending rate, such Prime Rate to change when and
as such prime lending rate changes. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to
any customer. Chemical Bank may make commercial loans or other loans at
rates of interest at, above or below the Prime Rate.
"Prior Agreement" shall mean the Revolving Credit Agreement dated
as of July 1, 1985 (as amended through the Effective Date) among PP&L, the
Bankers Trust Company and certain of the Banks.
"Quoted Rate" shall mean the weighted-average (rounded upwards to
the nearest 1/100 of 1%) of the offered Quotation to first class banks in the
interbank Eurodollar market by each Reference Bank for U.S. dollar deposits of
amounts in immediately available funds comparable to the principal amount of
the Eurodollar Loan of such Reference Bank for which such Quoted Rate is being
determined with maturities comparable to the Interest Period for which such
Quoted Rate is to be applicable, as soon as practicable after 10:00 A.M. (New
York time) 2 Business Days prior to the commencement of such Interest Period,
without any addition to such offered quotation to give effect to the reserve
requirements established for Eurodollar transactions by Regulation D. Each
Reference Bank shall use its best efforts to furnish rates to the Payments
Administrator as contemplated hereby. If any one of the Reference Banks shall
be unable or otherwise fail to supply such rates to the Payments Administrator
upon its request, the applicable rate shall be determined on the basis of the
rates submitted by the remaining two Reference Banks. If more than one
Reference Bank shall be unable or otherwise fail to supply such rates, there
shall be no applicable rate.
"Reference Banks" shall mean and include Chemical Bank, The Chase
Manhattan Bank, N.A. and J.P. Morgan Delaware.
"Register" shall have the meaning provided in 1.4(b).
"Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System as from time to time in effect or any successor
to all or a portion thereof establishing reserve requirements.
"Required Banks" shall mean the holders of Notes the outstanding
principal amount of which aggregate (or if no Loans are outstanding, Banks with
Commitments aggregating) at least the majority of the aggregate outstanding
principal amount of all Notes (or of the Total Commitment).
"SEC" shall have the meaning assigned that term in
Section 5.1(c).
"SEC Regulation D" shall mean Regulation D as promulgated under
the Securities Act of 1933, as amended, as the same may be in effect from time
to time."
"Subsidiary" shall mean any company in which PP&L and its
Subsidiaries now have or may hereafter acquire an aggregate of at least 50% of
the voting stock.
"Taxes" shall have the meaning assigned that term in Section 3.4.
"Total Commitment" shall mean the aggregate of all the
Commitments of all the Banks.
"Type" shall mean any type of Loan, i.e., whether a Loan is a
Base Rate Loan or a Eurodollar Loan.
"Unaffected Bank" shall have the meaning assigned that term in
Section 2.5(c).
"written" or "in writing" shall mean any form of written
communication or a communication by means of telex, telecopier device,
telegraph or cable.
9.2 Accounting Principles. All statements to be prepared and
determinations to be made under this Agreement, including (without
limitation) those pursuant to Section 5, shall be prepared and made in
accordance with generally accepted accounting principles applied on a basis
consistent with the accounting principles reflected in the audited financial
statements of PP&L for the fiscal year ended December 31, 1993 referred to
in Section 7.4, except for changes in accounting principles consistent with
generally accepted accounting principles and practices.
9.3 Exercise of Rights. Neither the failure nor delay on the part
of any of the Banks or any holder of a Note to exercise any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or
remedies which the Banks and the holders of the Notes would otherwise have.
No notice to or demand on PP&L in any case shall entitle PP&L to any other
or further notice or demand in similar or other circumstances or constitute
a waiver of the right of the Banks and the holders of the Notes to any other
or further action in any circumstances without notice or demand.
9.4 Amendment and Waiver. Neither this Agreement nor any other Loan
Document nor any terms hereof or thereof may be changed, waived, discharged
or terminated unless such change, waiver, discharge or termination is in
writing signed by PP&L and the Required Banks, provided that no such change,
waiver, discharge or termination shall, without the consent of each Bank
directly affected thereby, (i) extend the final scheduled maturity of any
Loan or Note, or reduce the rate or extend the time of payment of interest
or Facility Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof (except to the extent repaid in cash), (ii) amend,
modify or waive any provision of this Section 9.4, (iii) reduce the per-
centage specified in the definition of Required Banks or (iv) consent to the
assignment or transfer by PP&L of any of its rights and obligations under
this Agreement; provided further, that no such change, waiver, discharge or
termination shall (x) increase the Commitments of any Bank over the amount
thereof then in effect without the consent of such Bank (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults
or Events of Default shall not constitute an increase of the Commitment of
any Bank) or (y) without the consent of the Agent, amend, modify or waive
any provision of Section 9 as same applies to such Agent or any other
provision as same relates to the rights or obligations of such Agent.
9.5 Expenses. (a) PP&L agrees to pay all reasonable out-of-pocket
expenses (i) of the Agent incurred in connection with the preparation,
execution, delivery, enforcement and administration (exclusive of any
internal overhead expenses) of this Agreement and any and all agreements
supplementary hereto and the Notes and the making and repayment of the Loans
and the payment of interest, including, without limitation, the reasonable
fees and expenses of White & Case, special counsel for the Agent and (ii) of
each Bank incurred in connection with the enforcement of this Agreement and
the Notes, including, without limitation, the reasonable fees and expenses
of any counsel for any of the Banks with respect to such enforcement.
(b) PP&L further agrees to pay, and to save the Agent and the
Banks harmless from all liability for, any stamp or other documentary taxes
which may be payable in connection with PP&L's execution or delivery of this
Agreement, its borrowings hereunder, or its issuance of the Notes or of any
other instruments or documents provided for herein or delivered or to be
delivered by it hereunder or in connection herewith.
(c) All obligations provided for in this Section 9.5 shall
survive any termination of this Agreement.
9.6 Successors and Assigns. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided that PP&L may not
assign or transfer any of its interests hereunder, except to the extent any
such assignment results from the consummation of a transaction permitted
under Section 5.2, without the prior written consent of the Banks and
provided further that the rights of each Bank to transfer, assign or grant
participations in its rights and/or obligations hereunder shall be limited
as set forth below in this Section 9.6, provided that nothing in this
Section 9.6 shall prevent or prohibit any Bank from pledging its rights
under this Agreement and/or its Loans and/or Note hereunder to a Federal
Reserve Bank in support of borrowings made by such Bank from such Federal
Reserve Bank.
(b) Each Bank shall have the right to transfer, assign or
grant participations in all or any part of its remaining rights and
obligations hereunder on the basis set forth below in this clause
(b).
(A) Assignments. Each Bank may assign all or a portion
of its rights and obligations hereunder pursuant to this
clause (b)(A) to (x) one or more Banks or any affiliates of
any Bank or (y) one or more other Eligible Transferees,
provided that (i) any such assignment pursuant to clause (y)
above shall be in the aggregate amount of at least $5,000,000,
(ii) after giving effect to any such assignment pursuant to
clause (x) or (y) above, no Bank shall have a Commitment of
less than $5,000,000 unless such Bank's Commitment is reduced
to zero pursuant to such assignment and (iii) any assignment
pursuant to clause (y) shall require the consent of PP&L,
which consent shall not be unreasonably withheld, and provided
further, that, so long as no Loans, together with interest
thereon, shall be outstanding and no Default or Event of
Default shall have occurred and then be continuing, PP&L may
at its option terminate the portion of such assigning Bank's
Commitment proposed to be assigned pursuant to clause (y)
above in lieu of consenting to such assignment, and the Total
Commitment shall be reduced in the amount of such termination.
Assignments or terminations of all or any portion of any
Bank's Commitment pursuant to this clause (b)(A) will only be
effective if the Payments Administrator shall have received a
written notice from the assigning Bank and the assignee, or,
in the case of a termination, PP&L, and, in the case of an
assignment, payment of a nonrefundable assignment fee of
$2,500 to the Payments Administrator by either the assigning
Bank or the assignee. No later than five Business Days after
its receipt of such written notice of assignment or
termination, the Payments Administrator will record such
assignment or termination, and the resultant effects thereof
on the Commitment of the assigning or terminating Bank and, in
the case of an assignment, the assignee, in the Register, at
which time such assignment or termination shall become
effective, provided that the Payments Administrator shall not
be required to, and shall not, so record any assignment or
termination in the Register on or after the date on which any
proposed amendment, modification or supplement in respect of
this Agreement has been circulated to the Banks for approval
until the earlier of (x) the effectiveness of such amend-
ment, modification or supplement in accordance with
Section 9.4 or (y) 30 days following the date on which such
proposed amendment, modification or supplement was
circulated to the Banks. Upon the effectiveness of any
assignment or termination pursuant to this clause (b)(A), (x)
the assignee, in the case of an assignment, will become a
"Bank" for all purposes of this Agreement and the other Loan
Documents with a Commitment as so recorded by the Payments
Administrator in the Register, and to the extent of such
assignment or termination, the assigning or terminating Bank
shall be relieved of its obligations hereunder with respect to
the portion of its Commitment being assigned or terminated and
(y) in the case of an assignment, the Borrower shall issue new
Notes (in exchange for the Note of the assigning Bank) to the
assigning Bank (to the extent such Bank's Commitment is not
reduced to zero as a result of such assignment) and to the
assignee Bank, in each case to the extent requested by the
assigning Bank or assignee Bank, as the case may be, in
conformity with the requirements of Section 1.4 to the extent
needed to reflect the revised Commitments of such Banks. The
Payments Administrator will prepare on the last Business Day
of each calendar quarter during which an assignment or
termination has become effective pursuant to this clause
(b)(A) a new Schedule I giving effect to all such assignments
and terminations effected during such quarter and will
promptly provide same to PP&L and each of the Banks.
(B) Participations. Each Bank may transfer, grant or
assign participations in all or any part of such Bank's
interests and obligations hereunder pursuant to this clause
(b)(B) to any Eligible Transferee, provided that (i) such Bank
shall remain a "Bank" for all purposes of this Agreement and
the transferee of such participation shall not constitute a
Bank hereunder and (ii) no participant under any such
participation shall have any rights under the Agreement or any
Note or other Loan Document or any rights to approve any
amendment to or waiver of this Agreement or any other Loan
Document except to the extent such amendment or waiver would
(x) extend the final scheduled maturity of any of the Loans or
the Commitment in which such participant is participating or
(y) reduce the interest rate (other than as a result of
waiving the applicability of any post-default increases in
interest rates) or Facility Fee or other fees applicable to
any of the Loans or Commitments in which such participant is
participating or postpone the payment of any thereof. In the
case of any such participation, the participant shall not have
any rights under this Agreement or any of the other Loan
Documents (the participant's rights against the granting Bank
in respect of such participation to be those set forth in the
agreement with such Bank creating such participation) and all
amounts payable by PP&L hereunder shall be determined as if
such Bank had not sold such participation, provided that such
participant shall be entitled to receive additional amounts
under Sections 1.8 and 2.5 on the same basis as if it were a
Bank but in no case shall be entitled to any amount greater
than would have been payable had the Bank not sold such
participations.
(c) Each Bank hereby represents, and each Person that
becomes a Bank pursuant to an assignment permitted by the preceding
clause (b)(A) will upon its becoming party to this Agreement
represent, that it is an Eligible Transferee which makes loans in
the ordinary course of its business and that it will make or acquire
Loans for its own account in the ordinary course of such business,
provided that, subject to the preceding clauses (a) and (b), the
disposition of any promissory notes or other evidences of or
interests in Loans held by such Bank shall at all times be within
its exclusive control.
9.7 Notices, Requests, Demands. All notices, requests, demands or other
communications to or upon the respective parties hereto shall be deemed to
have been given or made (i) in the case of notice by mail, when actually
received, (ii) in the case of telex or telegraphic notice, when delivered to
the telex or telegraph company and (iii) in the case of telex or telecopier
notice sent over a telex or a telecopier machine owned or operated by a
party hereto, when sent, in each case addressed to PP&L, the Agent or the
respective Bank, as the case may be, at their respective addresses shown
below their signatures hereto or at such other address as such party may
hereafter specify in writing to the others. No other method of giving
notice is hereby precluded.
9.8 Survival of Representations and Warranties. All representations and
warranties contained herein or otherwise made in writing by PP&L in connection
herewith shall survive the execution and delivery of this Agreement and the
Notes.
9.9 Governing Law. This Agreement and the rights and obligations of the
parties under this Agreement and under the Notes shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.
9.10 Counterparts. This Agreement may be executed in any number of
copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
Complete counterparts of this Agreement shall be lodged with PP&L and the Agent.
9.11 Effectiveness. This Agreement shall become effective on the
Effective Date.
9.12 Transfer of Office. (a) Each Bank may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or
affiliate of such Bank; provided that such Bank shall continue to bear all
of its obligations under this Agreement; and provided further that PP&L
shall not be responsible for costs arising under Section 1.8, 2.5 or 3.4
resulting from any such transfer to the extent not otherwise applicable to
such Bank prior to such transfer.
(b) Upon a Bank becoming aware of any event which will entitle
it to any additional amount pursuant to Section 2.5(a) or Section 3.4, such
Bank shall take all reasonable steps (including but not limited to making,
maintaining or funding the affected Loan through another office of such Bank)
to avoid or reduce the additional amount payable by PP&L; provided that,
such steps will not result in any additional costs, liabilities or expenses
(not reimbursable by PP&L) to such Bank and are not otherwise inconsistent
with the interests of such Bank determined in good faith.
9.13 Proration of Payments. The Banks agree among themselves that, with
respect to all amounts received by them which are applicable to the payment
of principal of or interest on the Notes, equitable adjustment will be made
so that, in effect, all such amounts will be shared ratably among the Banks
on the basis of the amounts then owed each of them in respect of such
obligation, whether received by voluntary payment, by realization upon
security, by the exercise of any right of set-off or bankers' lien, by
counterclaim or cross action, under or pursuant to this Agreement, the Notes
or otherwise. Each of the Banks agrees that if it should receive any
payment on its Notes of a sum or sums in excess of its pro rata portion,
then the Bank receiving such excess payment shall purchase for cash from the
other Banks an interest in the Notes of such Banks in such amount as shall
result in a ratable participation by each of the Banks in the aggregate
unpaid amount of all outstanding Notes then held by all of the Banks. If
all or any portion of such excess payment is thereafter recovered from such
Bank, such purchase shall be rescinded and the purchase price restored to
the extent of such recovery, but without interest. PP&L agrees that any
Bank so purchasing a participation from another Bank pursuant to this
Section 9.13 may exercise all its rights of payment with respect to such
participation as fully as if such Bank were the direct creditor of PP&L in
the amount of such participation.
9.14 Headings Descriptive. The headings of the various provisions of
this Agreement are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions
hereof.
9.15 Termination of Commitments Under Prior Agreements. The parties hereto
agree that, on the Effective Date, the commitments (as defined therein) of
the Banks under the Prior Agreement shall terminate.
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.
PENNSYLVANIA POWER & LIGHT
COMPANY
/s/
By ________________________
Title:
CHEMICAL BANK,
Individually and as Agent
/s/
By ________________________
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
/s/
By ________________________
Title:
THE BANK OF NEW YORK
/s/
By ________________________
Title:
THE CHASE MANHATTAN BANK, N.A.
/s/
By _________________________
Title:
MELLON BANK, N.A.
/s/
By ________________________
Title:
J.P. MORGAN DELAWARE
/s/
By ________________________
Title:
CITIBANK, N.A.
/s/
By _______________________
Title:
Name of Bank and Address Eurodollar Lending
for Notices Base Rate Lending Office Office
CHEMICAL BANK
270 Park Avenue
New York, NY 10017
Att: Lynette Lang
Fax: (212) 270-2274 Same as Name of Bank Same as Name of Bank
THE FIRST NATIONAL BANK OF
CHICAGO
One First National Plaza
Suite 0634
Large Corporate Customer
Service
Chicago, IL 60670
Att: Peggy Corcoran
Fax: (312) 732-3055 Same as Name of Bank Same as Name of Bank
THE BANK OF NEW YORK 101 Barclay Street 101 Barclay Street
One Wall Street New York, NY 10286 New York, NY 10286
19th Floor Att: Commercial Loan Att:
Eurodollar/Cayman
New York, NY 10286 Servicing Department Funding Area
Att: Nathan S. Howard GLA# 111 556 GLA# 111 556
Fax: (212) 635-7923
THE CHASE MANHATTAN BANK,
N.A.
One Chase Manhattan Plaza
New York, NY 10081
Att: Richard Cortright
Fax: (212) 552-6276 Same as Name of Bank Same as Name of Bank
MELLON BANK, N.A.
153-2305 P.O. Box 656
Pittsburgh, PA 15230
Att: Tracey Stevens,
Lending and Loan
Administration
Fax: (412) 234-5049 Same as Name of Bank Same as Name
of Bank
J.P. MORGAN DELAWARE J.P. Morgan Services Same as Base
Rate
902 Market Street 500 Stanton-Christiana Lending Office
Wilmington, DE 19801 Road
Att: Philip S. Detjens Newark, DE 19713-2107
Fax: (302) 651-3726 Att: Loan Department
CITIBANK N.A.
One Court Square
7th Floor
Long Island City, NY 11120
Att: Doreen Johnson
Fax: (718) 248-4844/5 Same as Name of Bank Same as Name
of Bank
SCHEDULE I
CHEMICAL BANK $ 50,000,000
THE FIRST NATIONAL BANK OF CHICAGO 35,000,000
THE BANK OF NEW YORK 35,000,000
THE CHASE MANHATTAN BANK, N.A. 35,000,000
MELLON BANK, N.A. 30,000,000
J. P. MORGAN DELAWARE 35,000,000
CITIBANK, N.A. 30,000,000
Total Commitment $250,000,000
EXHIBIT A
NOTE
U.S. $__________ New York, New York
____________, 19__
PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation
("PP&L"), FOR VALUE RECEIVED, hereby promises to pay to the order of
___________________ (the "Payee"), in lawful money of the United States
of America (in freely transferable U.S. dollars and in immediately
available funds), at the Payment Office (as defined in the Agreement
referred to below), on the Expiry Date (as defined in the Agreement) the
principal sum of ____________________ Dollars, or, if less, the aggregate
unpaid principal amount of the Loans (as defined in the Agreement) made
by the Payee to PP&L pursuant to the Agreement.
PP&L promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until
paid at the rates per annum which shall be determined in accordance with
the provisions of Section 2 of the Revolving Credit Agreement dated as of
August 30, 1994 (as from time to time in effect, the "Agreement"), among
PP&L, the Payee and the other banks party thereto and Chemical Bank, as
Agent, said interest to be payable at the times provided for in the
Agreement.
This Note is one of the Notes referred to in the Agreement and
is entitled to the benefits thereof. To the extent provided in the
Agreement, this Note is subject to prepayment, in whole or in part. In
case an Event of Default (as defined in the Agreement) 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.
PP&L hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
EXHIBIT A
Page 2
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
PENNSYLVANIA POWER & LIGHT
COMPANY
By__________________________
Title:
EXHIBIT B
OPINION OF COUNSEL FOR PP&L
The opinion of Counsel for PP&L, referred to in Section 4.1(b)
of the Agreement shall be to the effect that (terms used herein shall
have the meanings specified therefor in the Agreement):
1. PP&L is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Pennsylvania, and has the
corporate power to make and perform the Agreement and the Notes and to
borrow under the Agreement.
2. The making and performance by PP&L of the Agreement, and
the Notes to be executed and delivered by it as contemplated by the
Agreement, have been duly authorized by all necessary corporate action
and do not and will not violate any provision of law or regulation, or
any decree, order, writ or judgment, or any provision of its charter or
by-laws, or result in the breach of or constitute a default under any
indenture or other agreement or instrument known to such counsel to which
PP&L is a party.
3. The Agreement constitutes and, when delivered, the Notes
will constitute legal, valid and binding obligations of PP&L enforceable
in accordance with their respective terms except to the extent limited by
bankruptcy, insolvency or reorganization laws or by other laws relating
to or affecting the enforceability of creditors' rights generally and by
general equitable principles which may limit the right to obtain
equitable remedies.
4. Except as disclosed in or contemplated by PP&L's Form 10-
K Report to the Securities and Exchange Commission for the year 199_
[insert the year of the latest Form 10-K Report provided pursuant to
Section5.1(c)], no litigation, arbitration or administrative proceeding
is pending or, to the knowledge of such counsel, threatened, which, if
determined adversely to PP&L, would materially and adversely affect the
ability of PP&L to perform any of its obligations under the Agreement or
the Notes. There is no litigation, arbitration or administrative
proceeding pending or, to the knowledge of such counsel, threatened which
questions the validity of the Agreement or the Notes.
5. PP&L is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose
of purchasing or carrying any "margin stock" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System.
6. The issuance of the Notes under the Agreement will not
cause PP&L to be engaged in a "prohibited transaction," as such term is
defined in Section 4975 of the Internal Revenue Code and there have not
been any "reportable events," as that term is defined in Section 4043 of
the Employee Retirement Income Security Act of 1974, as amended, which
would result in a material liability to PP&L.
7. No authorization, consent or approval from governmental
bodies or regulatory authorities is required for the making and
performance of the Agreement by PP&L and the execution and delivery of
the Notes issued or proposed to be issued by PP&L thereunder, except such
authorizations, consents and approvals (including the approval of the
Pennsylvania Public Utility Commission pursuant to the Pennsylvania
Public Utility Code) as have been obtained prior to the making of any
Loans and are in full force and effect.