EXHIBIT 10.100
LG&E CAPITAL CORP.
$150,000,000 MEDIUM-TERM NOTES, SERIES A
TERMS AGREEMENT
May 4, 1999
J.P. Morgan Securities Inc. ("JPMSI")
60 Wall Street
New York, New York 10260
Chase Securities Inc. ("CSI")
270 Park Avenue
New York, New York 10017
Merrill Lynch & Co. ("Merrill")
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center North Tower
250 Vesey Street
New York, New York 10281
Ladies and Gentlemen:
LG&E Capital Corp., a Kentucky corporation (the "Company"), proposes to
issue and sell to JPMSI, CSI and Merrill (each, an "Agent" and collectively, the
"Agents"), subject in all respects to the terms and conditions of the Private
Placement Agency Agreement dated February 3, 1998 (the "Agreement"),
$150,000,000 aggregate principal amount of its Medium-Term Notes, Series A,
described in the Pricing Supplement (as defined below). This agreement (this
"Terms Agreement") is supplemental to the Agreement. The notes to be issued
pursuant to this Terms Agreement are referred to herein as the "Notes". All
terms used herein have the meanings given to them in the Agreement except as
otherwise indicated.
The following terms and conditions of the Notes are more extensively
described in the Company's Pricing Supplement, dated May 4, 1999, relating to
the Notes (the "Pricing Supplement"):
Title: 6.205% Notes Due 2004
Trade Date: May 4, 1999
Original Issue Date: May 7, 1999
Principal Amount: $150,000,000
Price to Public: 100% of Principal Amount, plus accrued interest,
if any from and including May 7, 1999
Purchase Price: 100% of Principal Amount, plus accrued interest,
if any from and including May 7, 1999
Commission: $750,000
Interest Rate: 6.205%
Form: Book-Entry only
Interest Payment Dates: May 1 and November 1 of each year, commencing
November 1, 1999
Regular Record Date: The fifteenth calendar day (whether or not a
Business Day) immediately preceding the relevant
Interest Payment Date
Final Maturity Date: May 1, 2004
Purchase Date and Time: 10:00 a.m., New York time, on May 7, 1999
Place for Delivery of Notes and Payment therefor: New York, New York
Method of Payment: Wire transfer of immediately available funds
Address for Notices: As set forth in Section 6 hereof
1. On the terms and subject to the conditions of the Agreement and this
Terms Agreement, the Company hereby agrees to issue the Notes and to pay to the
Agents the aggregate Commission set forth above, and the Agents agree to
purchase from the Company, severally and each in the amount set forth opposite
its name in Schedule I to this Agreement, at a purchase price of 100% of the
principal amount of the Notes, plus accrued interest, if any, from and including
May 7, 1999 (the "Purchase Price"), the entire principal amount of Notes.
2. As a condition precedent to the Agents' obligations to consummate
the transaction referred to above, the Agents shall have received the following:
(1) a letter from each of John R. McCall, Esq., the General Counsel of the
Company, and Gardner, Carton & Douglas, counsel for the Company, to the effect
set forth in Section 6(c) of the Agreement and such other legal matters as the
Agents shall reasonably request; (2) a letter from counsel for the Agents, to
the effect set forth in Section 6(c) of the Agreement, and such other legal
matters as the Agents shall reasonably request; (3) a letter from Arthur
Anderson LLP, to the effect set forth in Section 6(d) of the Agreement; and (4)
a certificate of the Company and LG&E Energy Corp. dated as of May 7, 1999 to
the effect set forth in Section 6(b) of the Agreement.
3. This Terms Agreement is subject to termination by any Agent, as to
itself, as set forth in Section 7 of the Agreement. In the event of such
termination, no party shall have any liability to any other party hereto, except
as provided in Section 7 of the Agreement and except for any direct liability
arising before or in relation to such termination.
4. If at any time when an Offering Memorandum is to be delivered in
connection with sales of the Notes, any event shall occur or condition shall
exist as a result of which it is necessary, in the reasonable opinion of counsel
for such Agent or for the Company, to amend or supplement any Offering
Memorandum or Pricing Supplement in order that such Offering Memorandum or
Pricing Supplement will not include any untrue statements of a material fact or
omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Company shall prepare such amendment or supplement
as may be necessary to correct such statement or omission, or prepare any such
new offering memorandum, offering memorandum supplement and pricing supplement
as may be necessary for such purpose, and furnish to such Agent such number of
copies of such amendment, supplement or other document as they may reasonably
request.
5. In further consideration of this Terms Agreement, the Company agrees
that between the date hereof and the above Original Issue Date, neither the
Company nor any of its majority-owned subsidiaries will offer or sell, or enter
into any agreement to sell, any of their respective debt securities having terms
substantially similar to the terms of the Notes without the Agents' prior
written consent.
6. On July 31, 1998, Standard & Poor's downgraded its ratings of the
Company's senior
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unsecured debt to "A" from "A+" and LG&E Energy Corp.'s senior unsecured debt
to "A" from "A+". Solely with respect to the Notes, the Agents hereby waive
the condition to their obligations set forth in Section 5(m) (the No
Downgrade condition) of the Agreement with respect to the July 31, 1998
downgrade. Such waiver shall not apply to (i) any downgrading, surveillance
or review of the Company's or LG&E Energy Corp.'s debt securities or
preferred stock as set forth in Section 5(m) of the Agreement occurring from
and after the date hereof and prior to the Purchase Date, (ii) any other
condition to the Agents' obligations set forth in the Agreement or (iii) any
other notes issued or to be issued by the Company.
6. All notices to the Agents pursuant to Section 15 of the Agreement
shall be sent to the address for such Agent set forth in Section 15 of the
Agreement.
7. This agreement is a Terms Agreement referred to in the Agreement and
shall be governed by and construed in accordance with the laws of the State of
New York and shall be binding upon the parties hereto and their respective
successors.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and you.
Very truly yours,
LG&E CAPITAL CORP.
By: /signed/
-----------------------------
Name:
Title:
LG&E ENERGY CORP.
By: /signed/
------------------------------
Name:
Title:
Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By: /signed/
--------------------------------------
Name:
Title:
CHASE SECURITIES INC.
By: /signed/
--------------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By: /signed/
--------------------------------------
Name:
Title:
SCHEDULE I
Principal Amount of ___%
Notes Due 2004
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J.P. Morgan Securities Inc. $__,___,___
Chase Securities Inc. $__,___,___
Merrill Lynch, Pierce, Fenner & Smith Incorporated $__,___,___