EX-4 3 exhibit4-oct.txt EXHIBIT 4.2 FIRST AMENDMENT FIRST AMENDMENT, dated as of March 7, 2001 (this "First Amendment"), to the Credit Agreement (the "Credit Agreement"), dated as of October 30, 2000, among KEYSPAN CORPORATION, a New York corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), EUROPEAN AMERICAN BANK, as Documentation Agent, CITIBANK, N.A., as Syndication Agent and THE CHASE MANHATTAN BANK, as Administrative Agent. W I T N E S S E T H ------------------- WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain extensions of credit to the Borrower; and WHEREAS, the Borrower has requested that the Lenders amend Section 6.1(a) of the Credit Agreement in the manner provided herein; and WHEREAS, the Lenders are willing to agree to the requested amendment, but only upon the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein. 2. Amendment to Section 6.1(a). Section 6.1(a) of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: "Permit the ratio of Consolidated Indebtedness to Consolidated Capitalization as at the last day of (i) any fiscal quarter other than the fiscal quarters ending December 31, 2000, March 31, 2001 and June 30, 2001 to exceed 0.65:1.00 and (ii) fiscal quarters ending December 31, 2000, March 31, 2001 and June 30, 2001 to exceed 0.68:1.00." 3. Effectiveness. This First Amendment shall become effective as of December 30, 2000 upon receipt by the Administrative Agent of duly executed counterparts of this First Amendment by each of the Borrower and the Required Lenders. 4. Representations and Warranties. On and as the date hereof and after giving effect to this First Amendment the Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in the Credit Agreement mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case the Borrower hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. 5. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendment provided for herein is limited to the specific Section of the Credit Agreement specified herein and narrowly construed and shall not constitute an amendment of, or an indication of the Administrative Agent's or the Lenders' willingness to amend, any other provisions of the Credit Agreement. 6. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and expenses incurred in connection with the preparation and delivery of this First Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 7. Counterparts. This First Amendment may be executed by one or more of the parties to this First Amendment on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this First Amendment signed by the parties hereto shall be delivered to the Borrower and the Administrative Agent. 8. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written. KEYSPAN CORPORATION By: /s/ Michael J. Taunton ----------------------------------------- Name: Michael J. Taunton Title: Vice President and Treasurer THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ Charles L. Swarns, Jr. ----------------------------------------- Name: Charles L.Swarns, Jr. Title: Vice President CITIBANK N.A., as Syndication Agent and as a Lender By: /s/ Gus Rigas ------------------------------ Name: Gus Rigas Title: Vice President EUROPEAN AMERICAN BANK, as Documentation Agent and as a Lender By: /s/ Thomas. M. Shinnick -------------------------------- Name: Thomas M. Shinnick Title: Vice President By: /s/ Frederic J. Hugue ------------------------------ Name: Frederic J. Hugue Title: Group Vice President THE BANK OF NEW YORK, as Co-Agent and as a Lender By: /s/ John Watt ------------------------------ Name: JohnWatt Title: Vice President THE BANK OF NOVA SCOTIA, as Co-Agent and as a Lender By: /s/ Philip N. Adsetts --------------------------------- Name: Philip N. Adsetts Title: Director BANK ONE, NA (MAIN OFFICE -CHICAGO), as Co-Agent and as a Lender By:/s/ Mary Lu D. Cramer -------------------------------- Name: Mary Lu D. Cramer Title: Vice President BARCLAYS BANK PLC, as Co-Agent and as a Lender By: /s/ Sydney G. Dennis -------------------------------- Name: Sydney G. Dennis Title: THE DAI-ICHI KANGYO BANK, LTD., as Co-Agent and as a Lender By: /s/ Andreas Panteli ---------------------------------- Name: Andreas Panteli Title: Sr. Vice President FLEET NATIONAL BANK, as Co-Agent and as a Lender By: /s/Robert D. Lanigan -------------------------------- Name: Robert D. Lanigan Title: Managing Director THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Co-Agent and as a Lender By: /s/ John Dippo -------------------------------- Name: John Dippo Title: Senior Vice President MELLON BANK, N.A., as Co-Agent and as a Lender By: /s/ Richard A. Matthews -------------------------------- Name: Richard A. Matthews Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, as Co-Agent and as a Lender By: /s/ Lee Morse -------------------------------- Name: Lee Morse Title: Vice President ABN AMRO BANK, N.V., as a Lender By: /s/ Jeffrey Dodd ---------------------------------- Name: Jeffrey Dodd Title: Group Vice President By: /s/ Kevin S. McFadden ---------------------- Name: Kevin S. McFadden Title: Group Vice President BANK HAPOALIM B.M., as a Lender By: /s/ James P. Surless ------------------------------------- Name: James P. Surless Title: Vice President By: /s/ Laura Anne Raffa ------------------------------------ Name: Laura Anne Raffa Title: First Vice President and Corporate Manager BANK OF AMERICA, N.A. , as a Lender By: /s/ Gretchen P. Burud -------------------------------- Name: Gretchen P.Burud Title: Managing Director CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: /s/ Philippe Soustra ------------------------------------ Name: Philippe Soustra Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Brian M. Begg ---------------------------------- Name: Brian M. Begg Title: Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ Jason York ------------------------------- Name: Jason York Title: Manager UNION BANK OF CALIFORNIA, N.A. , as a Lender By: /s/ Dennis G. Blank --------------------------------- Name: Dennis G. Blank Title: Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as a Lender By: /s/ Duncan M. Robertson ---------------------------------- Name: Duncan M. Robertson Title: Director By: /s/ Anthony Alessandro --------------------------------- Name: Anthony Alessandro Title: Manager