Exhibit 4.19
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
FIRST AMENDMENT to Revolving Credit Agreement ("First Amendment"),
dated as of May 22, 1995, among Philadelphia Suburban Water Company, a
Pennsylvania corporation (the "Borrower"), the Banks signatory hereto (the
"Banks"), and Mellon Bank, N.A., in its capacity as agent for the Banks
hereunder (hereafter the "Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Agent and the Banks are parties to a
Revolving Credit Agreement dated as of March 17, 1994, (as amended, modified
and/or extended, the "Loan Agreement"), pursuant to which the Banks agreed to
make available to the Borrower certain credit facilities in the aggregate amount
of $30,000,000 upon the terms and conditions specified in the Loan Agreement;
WHEREAS, the parties wish to amend certain terms and conditions of the
Loan Agreement, as hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto, intending to be legally bound hereby,
agree to amend the Loan Agreement as herein stated.
1. Effect of Prior Agreements.
This First Amendment is intended to amend the Loan Agreement, as
it has been in effect to the date hereof and as it shall be amended on and after
the date hereof. All capitalized terms used herein as defined terms shall have
the meanings ascribed to them in the Loan Agreement unless herein provided to
the contrary.
2. Amendments.
(a) Section 2.01 of the Loan Agreement is hereby amended in
its entirety to read as follows:
2.01 The Revolving Credit Commitment. The maximum aggregate
amount the Banks shall be obligated to lend to the Borrower at any given time
under this Agreement shall be Forty Million Dollars ($40,000,000) from May 22,
1995 through and including July 21, 1995, and Thirty Million Dollars
($30,000,000) thereafter until the Revolving Credit Commitment Termination Date,
as such amounts may have been reduced under Section 2.03 hereof (the "Revolving
Credit Commitment").
(b) Schedule 1.01(a) is hereby replaced with Replacement
Schedule 1.01(a) attached hereto and made a part hereof. Any and all references
to Schedule 1.01(a) shall be deemed to refer to Replacement Schedule 1.01(a).
3. Conditions. To induce the Agent and Banks to enter into
this First Amendment and to extend the Loans contemplated herein, the Borrower
shall perform the following conditions to the Agent's and the Banks'
satisfaction prior to the Banks' acting in reliance hereon:
(a) The Borrower shall execute and deliver to the Banks
this First Amendment, the First Allonges to Revolving Credit Notes (the "First
Allonges") and all other documents as the Banks may require; and
(b) The Borrower shall deliver all other documents
and certificates reasonably requested by the Agent.
4. Representations and Warranties. Borrower hereby represents and
warrants that:
(a) The representations and warranties contained in the
Loan Agreement and in each certificate, document or financial statement
furnished by the Borrower delivered therewith or in connection with any other
Loan Document are true and correct in all material respects on and as of the
date hereof as though made on and as of the date hereof.
(b) No Event of Default, and to the Borrower's knowledge
no event which with the passage of time or the giving of notice or both could
become an Event of Default, exists on the date hereof, and no offsets or
defenses exist against their obligations under the Loan Agreement or the
documents delivered in connection therewith.
(c) This First Amendment and the First Allonges have been
duly authorized, executed and delivered so as to constitute the legal, valid and
binding obligations of the Borrower, enforceable in accordance with their terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and general principles of equity.
(d) The execution, delivery and performance of this
First Amendment and the First Allonges will not violate any applicable provision
of law or judgment, order or regulation of any court or of any public or
governmental agency or authority nor conflict with or constitute a breach of or
a default under any instrument to which the Borrower is a party or by which the
Borrower or the Borrower's properties are bound nor result in the creation of
any lien, charge or encumbrance upon any assets of the Borrower.
(e) No approval, consent or authorization of, or
registration, declaration or filing with, any governmental or public body or
authority is required in connection with the valid execution, delivery and
performance by the Borrower of this First Amendment and the First Allonges.
5. Reaffirmation. The Borrower hereby affirms and reaffirms to the
Agent and the Banks all of the covenants contained in the Loan Agreement
including, without limitation, those contained in Article VI of the Loan
Agreement and agrees to abide thereby until all of the obligations to the Bank
are satisfied and/or discharged in their entirety.
6. Miscellaneous.
(a) All terms, conditions, provisions and covenants in
the Loan Agreement, the Notes as amended by the First Allonges, and all other
Loan Documents delivered to the Agent and the Banks in connection therewith
shall remain unaltered and in full force and effect except as modified or
amended hereby and are hereby ratified and confirmed.
(b) This First Amendment shall be governed and construed
according to the laws of the Commonwealth of Pennsylvania.
(c) This First Amendment shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and
permitted assigns.
(d) This First Amendment may be executed in one or more
counterparts, and by different parties on different counterparts, each of which
shall be deemed an original, all of which together shall constitute one and the
same instrument, and in making proof of this First Amendment it shall be
necessary only to produce one counterpart.
(e) This First Amendment shall have effect as of its date.
(f) To the extent an Event of Default exists on the date
hereof, any and all undertakings of the Agent and the Banks under or pursuant to
this First Amendment shall not be deemed a waiver by the Agent or the Banks of
any such Event of Default or any of the Agent's or the Banks' rights and
remedies under the Loan Agreement and/or applicable law; and the Bank hereby
reserves any and all such rights and remedies.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.
ATTEST: PHILADELPHIA SUBURBAN WATER COMPANY
By: By: Michael P. Graham
----------------------- ------------------------------------
Name: Name: Michael P. Graham
Title: Title: Senior Vice President
- Finance & Treasurer
Address: 762 Lancaster Avenue
Bryn Mawr, PA 19010
Tel. No: (610) 645-1087
Telecopy: (610) 645-1061
MELLON BANK, N.A.
By: Frank P. Mohapp
------------------------------------
Name: Frank P. Mohapp
Title: Vice President
Address: Plymouth Meeting
Executive Campus
610 West Germantown Pike
Suite 200
Plymouth Meeting, PA 19462
Tel. No: (610) 941-4188
Telecopy: (610) 941-4136
PNC BANK, NATIONAL ASSOCIATION
By: Julie P. Rokke
------------------------------------
Name: Julie P. Rokke
Title: Banking Officer
Address: Valley Forge Regional Banking Center
Suite 200
1000 Westlakes Drive
Berwyn, PA 19312
Tel. No: (610) 640-4900
Telecopy: (610) 640-4914
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By: Thomas J. Saunders
------------------------------------
Name: Thomas J. Saunders
Title: Vice President
Address: 123 South Broad Street
PMB010
Philadelphia, PA 19109-1199
Tel. No: (215) 985-3575
Telecopy: (215) 985-3719
MERIDIAN BANK
By: Patrick B. Trainor
------------------------------------
Name: Patrick B. Trainor
Title: Assistant Vice President
Address: Corporate Banking Department
One Liberty Place, Suite 3600
Philadelphia, PA 19103
Mailing
Address: Corporate Banking Department
OL3620
P.O. Box 7588
Philadelphia, PA 19103
Tel. No: (215) 854-3778
Telecopy: (215) 854-3774
STATE OF : Pennsylvania
ss.
COUNTY OF : Montgomery
On the 19th day of May, 1995, before me, the subscriber, a
Notary Public in and for the State and County aforesaid, personally appeared
Michael P. Graham, who acknowledged himself to be the Senior Vice President -
Finance and Treasurer of Philadelphia Suburban Water Company, a Pennsylvania
corporation, and that he as such officer being authorized to do so, executed and
delivered the foregoing instrument for the purposes therein contained by signing
the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Suzanne Falcone
------------------------------------
Notary Public
(NOTARIAL SEAL)
My Commission expires:
July 26, 1997
- ----------------------
REPLACEMENT SCHEDULE 1.01(a)
Amount of Amount of
Commitment For Commitment for
Revolving Credit Revolving Credit
Name and Address Loans From Loans From
of Bank 05/22/95 through 07/22/95 07/22/95 Percentages
- ---------------- ------------------------- ------------------ -----------
1. Mellon Bank, N.A. $25,333,333.34 $19,000,000 63 1/3%
Plymouth Meeting
Executive Campus
610 West Germantown Pike
Suite 200
Plymouth Meeting, PA 19462
Attn: Frank P. Mohapp
Vice President
Tel: (610) 941-4188
Fax: (610) 941-4136
Mellon Bank, N.A.
Attn: Loan Administration,
Flossie Bowers
Mellon Independence Center
199-5220
701 Market Street
Philadelphia, PA 19106
Tel: (215) 553-3414
Fax: (215) 553-4789 or
(215) 553-1016
2. PNC Bank, National
Association $ 5,333,333.33 $4,000,000 13 1/3%
Valley Forge Regional
Banking Center
Suite 200
1000 Westlakes Drive
Berwyn, PA 19312
3. First Fidelity Bank,
National Association $ 5,333,333.33 $4,000,000 13 1/3%
123 South Broad Street
PMB010
Philadelphia, PA 19101-1199
4. Meridian Bank
Corporate Banking Department $ 4,000,000.00 $3,000,000 10%
OL3620
P.O. Box 7588
Philadelphia, PA 19101 -------------- ---------- ------
TOTAL REVOLVING
CREDIT COMMITMENTS: $40,000,000 $30,000,000 100%
============== ===========
FIRST ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: Mellon Bank, N.A.
DATE: March 17, 1994
PRINCIPAL AMOUNT: $19,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached to
and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby amended by
temporarily increasing the maximum principal amount permitted to be borrowed
thereunder by $6,333,333.33 from $19,000,000 to $25,333,333.34 from May 22, 1995
to July 21, 1995. On July 21, 1995 the maximum principal amount shall
automatically reduce to $19,000,000.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
caused this First Allonge to be executed by its duly authorized officer as of
the 22nd day of May, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: Patricia M. Mycek By: Michael P. Graham
------------------------ ---------------------------------------
Name: Michael P. Graham
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF MONTGOMERY :
On the 19th day of May, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared Michael P.
Graham who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Suzanne Falcone
----------------------------------------------
Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
- ----------------------
FIRST ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: First Fidelity Bank, National Association
DATE: March 17, 1994
PRINCIPAL AMOUNT: $4,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached to
and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby amended by
temporarily increasing the maximum principal amount permitted to be borrowed
thereunder by $1,333,333.33 from $4,000,000 to $5,333,333.34 from May 22, 1995
to July 21, 1995. On July 22, 1995 the maximum principal amount shall
automatically reduce to $4,000,000.
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, has caused this First Allonge to be executed by its duly
authorized officer as of the 22nd day of May, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: Patricia M. Mycek By: Michael P. Graham
---------------------- ------------------------------------------
Name: Michael P. Graham
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF MONTGOMERY :
On the 19th day of May, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared Michael P.
Graham who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Suzanne Falcone
---------------------------------------------
Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
- ----------------------
FIRST ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: Meridian Bank
DATE: March 17, 1994
PRINCIPAL AMOUNT: $4,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached to
and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby amended by
temporarily increasing the maximum principal amount permitted to be borrowed
thereunder by $1,000,000 from $3,000,000 to $4,000,000 from July 21, 1995 to
August 31, 1995. On July 21, 1995 the maximum principal amount shall
automatically reduce to $3,000,000.
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, has caused this First Allonge to be executed by its duly
authorized officer as of the 22nd day of May, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: Patricia M. Mycek By: Michael P. Graham
--------------------- ------------------------------------------
Name: Michael P. Graham
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF MONTGOMERY :
On the 19th day of May, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared Michael P.
Graham who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Suzanne Falcone
----------------------------------------------
Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
- ----------------------
FIRST ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: PNC Bank, National Association
DATE: March 17, 1994
PRINCIPAL AMOUNT: $4,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached to
and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby amended by
temporarily increasing the maximum principal amount permitted to be borrowed
thereunder by $1,333,333.33 from $4,000,000 to $5,333,333.33 from May 22, 1995
to July 21, 1995. On July 22, 1995 the maximum principal amount shall
automatically reduce to $4,000,000.
IN WITNESS WHEREOF, the undersigned,
intending to be legally bound, has caused this First Allonge to be executed by
its duly authorized officer as of the 22nd day of May, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: Patricia M. Mycek By: Michael P. Graham
------------------------ ---------------------------------------
Name: Michael P. Graham
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF MONTGOMERY :
On the 19th day of May, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared Michael P.
Graham who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Suzanne Falcone
----------------------------------------------
Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
- ----------------------
PHILADELPHIA SUBURBAN WATER COMPANY
OFFICER'S CERTIFICATE
The undersigned officer of Philadelphia Suburban Water Company (the
"Borrower"), hereby certifies that:
1. The Articles and Certificate of Incorporation, as amended, and
the By-laws delivered on March 17, 1994 to the Bank have not been amended,
modified or rescinded and remain in full force and effect;
2. The Borrower is and remains in Good Standing in the
Commonwealth of Pennsylvania and all other jurisdictions where it is required to
remain in Good Standing.
3. The Resolutions adopted by the Board of Directors of the
Borrower at a regular meeting held on February 1, 1994 have not been amended,
modified or revoked, are in full force and effect, and authorize the appropriate
officers to execute the First Amendment to the Revolving Credit Agreement dated
the date hereof and applicable Allonges.
IN WITNESS WHEREOF, the undersigned hereby executed this Certificate
this 23rd day of May, 1995.
Michael P. Graham
----------------------------------------------
Name: Michael P. Graham
Title: Senior Vice President
- Finance and Treasurer