Exhibit 10(a)
AMENDMENT NO. 1 TO CREDIT
AGREEMENT
This Amendment No. 1 to Credit
Agreement (this “ Amendment ”) is dated as of
April 9, 2009, by and among THE DAYTON POWER AND LIGHT
COMPANY, an Ohio corporation (the “ Borrower ”),
the lending institutions party to the Credit Agreement, as
hereinafter defined (the “ Lenders ”), and
KEYBANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent for the Lenders (the “ Administrative
Agent ”).
WHEREAS, the Borrower, the
Administrative Agent and the Lenders are parties to that certain
Credit Agreement, dated as of November 21, 2006, which
provides, among other things, for revolving loans, all upon certain
terms and conditions stated therein (as amended, restated or
otherwise modified from time to time, the “ Credit
Agreement ”);
WHEREAS, the Borrower has requested,
and the Administrative Agent and the Lenders have agreed, to amend
the Credit Agreement to modify certain provisions
thereof;
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained and for
other valuable considerations, the Borrower, the Administrative
Agent and the Lenders hereby agree as follows:
Section 1.
Definitions . Each capitalized term used herein and
not otherwise defined in this Amendment shall be defined in
accordance with the Credit Agreement.
Section 2.
Amendments to Credit Agreement .
2.1
Amendments to
Section 1.1 . Section 1.1 of
the Credit Agreement is hereby amended to amend and restate the
definitions of “ Applicable Facility Fee Rate ,”
“ Applicable Margin ,” “ Base Rate
” and “ Unfunded Liabilities ” in their
entirety as follows:
“ Applicable Facility Fee
Rate ” means, on any date of determination, a rate that
is determined based upon the S&P Rating, the Moody’s
Rating or the Fitch Rating, as follows:
|
S&P Rating
|
|
Moody’s
Rating
|
|
Fitch Rating
|
|
Applicable Facility
Fee Rate
|
|
|
A– or higher
|
|
A3 or higher
|
|
A– or higher
|
|
30.00 basis points
|
|
|
BBB+
|
|
Baa1
|
|
BBB+
|
|
35.00 basis points
|
|
|
BBB
|
|
Baa2
|
|
BBB
|
|
40.00 basis points
|
|
|
BBB–
|
|
Baa3
|
|
BBB–
|
|
50.00 basis points
|
|
|
Lower than BBB-
|
|
Lower than Baa3
|
|
Lower than BBB-
|
|
62.50 basis points
|
|
If at any time each Rating Agency
issues a different rating, then the Applicable Facility Fee Rate
shall be determined based on the intermediate rating at such
time. If at any time two Rating Agencies issue the same
rating, which is different than the other Rating Agency, the rating
issued by such other Rating Agency shall be disregarded, and the
Applicable Facility Fee Rate shall be determined based on the two
identical ratings at such time. If there is no S&P Rating
and Fitch Rating, then the Applicable Facility Fee
Rate shall be determined based on
the Moody’s Rating. If there is no Moody’s Rating
and Fitch Rating, then the Applicable Facility Fee Rate shall be
determined based on the S&P Rating. If there is no
Moody’s Rating and S&P Rating, then the Applicable
Facility Fee Rate shall be determined based on the Fitch
Rating. If at any time only two Rating Agencies issue a
rating and there is a difference of two or more rating levels
between such Rating Agencies, then the Applicable Facility Fee Rate
shall be determined based on the intermediate rating levels at the
midpoint between the ratings issued by such Rating Agencies at such
time or, if there is no midpoint, based on the higher intermediate
level. If (i) there is no S&P Rating, Moody’s
Rating and Fitch Rating or (ii) an Event of Default has
occurred and is continuing, the Applicable Facility Fee Rate shall
be the highest rate per annum indicated therefor in the above
table. The S&P Rating, Moody’s Rating and Fitch
Rating in effect on any date for purposes of determining the
Applicable Facility Fee Rate shall be that S&P Rating,
Moody’s Rating and Fitch Rating in effect at the close of
business on such date. Each change in the Applicable Facility
Fee Rate resulting from a publicly announced change in the S&P
Rating, the Fitch Rating and/or the Moody’s Rating shall be
effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding
the effective date of the next change.
“ Applicable
Margin ” means, on any date of determination, a rate that
is determined, based upon the S&P Rating, the Moody’s
Rating or the Fitch Rating, as follows:
|
S&P Rating
|
|
Moody’s
Rating
|
|
Fitch Rating
|
|
Applicable
Margin for
Eurodollar Loans
|
|
Applicable
Margin for Base
Rate Loans
|
|
|
A– or higher
|
|
A3 or higher
|
|
A– or higher
|
|
200.00 basis points
|
|
100.0 basis points
|
|
|
BBB+
|
|
Baa1
|
|
BBB+
|
|
225.00 basis points
|
|
125.0 basis points
|
|
|
BBB
|
|
Baa2
|
|
BBB
|
|
250.00 basis points
|
|
150.0 basis points
|
|
|
BBB-
|
|
Baa3
|
|
BBB-
|
|
275.00 basis points
|
|
175.0 basis points
|
|
|
Lower than BBB-
|
|
Lower than Baa3
|
|
Lower than BBB-
|
|
300.00 basis points
|
|
200.0 basis points
|
|
If at any time each Rating Agency
issues a different rating, then the Applicable Margin shall be
determined based on the intermediate rating at such time. If
at any time two Rating Agencies issue the same rating, which is
different than the other Rating Agency, the rating issued by such
other Rating Agency shall be disregarded, and the Applicable Margin
shall be determined based on the two identical ratings at such
time. If there is no S&P Rating and Fitch Rating, then
the Applicable Margin shall be determined based on the
Moody’s Rating. If there is no Moody’s Rating and
Fitch Rating, then the Applicable Margin shall be determined based
on the S&P Rating. If there is no Moody’s Rating
and S&P Rating, then the Applicable Margin shall be determined
based on the Fitch Rating. If at any time only two Rating
Agencies issue a rating and there is a difference of two or more
rating levels between such Rating Agencies, then the Applicable
Margin shall be determined based on the intermediate rating levels
at the midpoint between the ratings issued by such Rating Agencies
at such time or, if there is
2
no midpoint, based on the higher
intermediate level. If (i) there is no S&P Rating,
Moody’s Rating and Fitch Rating or (ii) an Event of
Default has occurred and is continuing, th
