BANK OF AMERICA, N.A. | CENTRAL HUDSON GAS & ELECTRIC CORPORATION
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Title: BANK OF AMERICA PROMISSORY NOTE Governing Law: New York Date: 2/10/2009
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Exhibit 10(i)41
BANK OF AMERICA PROMISSORY NOTE
This
Loan Modification Agreement is made as of February 20, 2008, by and
between BANK OF AMERICA, N.A. , a national banking
association, organized and existing under the laws of the United
States of America with an address at 69 State Street, Albany, New
York 12201 (the “Bank”), and CENTRAL HUDSON GAS
& ELECTRIC CORPORATION , a New York corporation with an
address at 284 South Avenue, Poughkeepsie, New York 12601 (the
“Borrower”).
Reference
is made to a certain loan arrangement (the “Loan
Arrangement”) between the Bank and the Borrower evidenced by,
among other documents, instruments, and agreements, a certain
Amended and Restated Revolving Credit Note, dated May 25, 2006, in
favor of the Bank in the original principal amount of Thirty
Million Dollars ($30,000,000.00) (the “Note”), The
Note, together with any and all other instruments, documents,
contracts or agreements which evidence, secure or otherwise relate
to the Borrower’s obligations with respect to the Loan
Arrangement, all as modified by any prior extension letters or
amendment agreements, are herein collectively referred to as the
“Loan Documents.”
The
Bank and the Borrower have agreed to modify the Loan Documents to
extend the maturity date of the Note and to decrease the maximum
amount of the uncommitted line of credit from Thirty Million
Dollars ($30,000,000.00) to Twenty Million Dollars
($20,000,000.00). For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is hereby
agreed by the Bank and the Borrower that the Loan Documents are
amended, as follows:
1.
The reference to
“$30,000,000.00” at the top left on page one of the
Note is hereby deleted and the following amount is substituted in
its place: “$20,000,000.00”. The text “THIRTY
MILLION AND NO/100 ($30,000,000.00)” in the ninth line of the
first paragraph of the Note on page one is hereby deleted and the
following text is substituted in its place: “TWENTY MILLION
AND NO/100 ($20,000,000.00)”.
2.
The definition of
“Loan” on page two of the Note is hereby deleted in
entirety and the following is substituted in its place: “
Loan - The loan of $20,000,000.00 by the Bank to the
Borrower”.
3.
The definition of “Maturity
Date” on page two of the Note is hereby deleted in entirety
and the following is substituted in its place: “ Maturity
Date ” – May 31, 2009”. The reference to
“May 31, 2007” (as amended by Letter Agreement, dated
May 31, 2007) in the second to last paragraph on page two of the
Note is hereby replaced with “May 31, 2009”.
4.
In all other respects, the Loan
Documents are hereby confirmed and ratified and all terms and
provisions not amended hereby shall remain in full force and
effect. To the extent that any term and condition of any Loan
Document is inconsistent with the terms and provisions hereof, such
Document is hereby amended to reflect the modifications and
amendments set forth in this Agreement.
5.
To induce the Bank to enter into
this Agreement, the Borrower represents and warrants that: (a) the
execution and delivery by the Borrower of this Agreement and the
performance by the Borrower of the Loan Documents as amended hereby
and the transactions contemplated hereby and thereby are within the
Borrower’s power and authority and have been authorized by
all necessary action, and (b) there is no default or breach under
any of the Loan Documents after giving effect to the amendments
contemplated hereby, and no event which the passage of time or
giving of notice or both would constitute such a default or breach,
exists on the date hereof.
6.
This Agreement and the rights and
obligations of the parties hereunder shall be deemed to be a
document executed under seal and shall be construed and interpreted
in accordance with the laws of the State of New York (excluding the
laws applicable to conflicts or choice of law).
7.
This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and their
respective successors and assigns.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
