Supplemental Note Purchase Agreement CH Energy Group, Inc. Poughkeepsie, New York 12601-4879
EXHIBIT
10.2
CH
Energy Group, Inc.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
As of
December 15, 2009
To Each
of the Purchasers
Named in
the Supplemental
Purchaser
Schedule Attached Hereto (each a “Series B
Purchaser")
Ladies
and Gentlemen:
Reference
is made to that certain Note Purchase Agreement, dated as of April 17, 2009
among the Company and each of the Initial Purchasers named in the Initial
Purchaser Schedule attached thereto (the “Agreement”). Terms
used but not defined herein shall have the respective meanings set forth in the
Agreement.
As
contemplated in Section
2.2 of the Agreement, the Company agrees with you as
follows:
A.Subsequent Series of
Notes. The Company has authorized and will create a Subsequent
Series of Notes to be called the “Series B
Notes.” Said Series B Notes will be dated the date of issue;
will bear interest (computed on the basis of a 360-day year of twelve 30-day
months) from such date at the rate of 6.80% per annum, payable semiannually in
arrears on the dates set forth on the Schedule attached thereto as Annex I until the
principal hereof shall have come due and payable and shall bear interest on
overdue principal (including any overdue optional prepayment of principal) and
premium, if any, and, to the extent permitted by law, on any overdue installment
of interest at the rate specified therein after the date due for payment,
whether by acceleration or otherwise, until paid; will be expressed to mature on
December 15, 2025; and will be substantially in the form attached to the
Agreement as Exhibit 1.2 with the
appropriate insertions to reflect the terms and provisions set forth
above.
C.Conditions of Series B
Closing. The obligation of each Series B Purchaser to purchase
and pay for the Series B Notes to be purchased by such purchaser hereunder on
the Series B Closing Date is subject to the satisfaction, on or before such
Series B Closing Date, of the conditions set forth in Section 4 of the
Agreement, and to the following additional conditions:
(a)Except as supplemented, amended or
superceded by the representations and warranties set forth in Exhibit A hereto, each of the
representations and warranties of the Company set forth in Section 5 of the Agreement
shall be correct as of the Series B Closing Date and the Company shall have
delivered to each Series B Purchaser an Officer’s Certificate, dated the Series
B Closing Date certifying that such condition has been
fulfilled.
1
(b)Contemporaneously with the Series B
Closing, the Company shall sell to each Series B Purchaser, and each Series B
Purchaser shall purchase, the Series B Notes to be purchased by such Series B
Purchaser at the Series B Closing as specified in the Supplemental Purchaser
Schedule.
D.Prepayments. The
Series B Notes shall be subject to prepayment only (a) pursuant to the
required prepayments specified in clause (x) below; and (b) pursuant
to the optional prepayments specified in clause (y) below.
(x) Required Prepayments;
Maturity. In addition to
paying the remaining outstanding principal amount and the interest due on the
Notes on the maturity date thereof, on the dates set forth on the Schedule
attached hereto as Annex I
until the principal hereof shall have come due and payable the Company
will prepay principal amount (or such lesser principal amount as shall then be
outstanding) of the Notes set forth on the Schedule attached hereto as Annex I at par and
without payment of the Make-Whole Amount or any premium; provided that upon any
partial prepayment of the Notes pursuant to clause (y) below, the principal
amount of each required prepayment of the Notes becoming due under this
clause (x) on and after the date of such prepayment shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Notes is reduced
as a result of such prepayment.
(y)Optional and Contingent
Prepayments. As provided in Sections 8.2 of the
Agreement.
E.Purchaser
Representations. Each Series B Purchaser represents and
warrants that the representations and warranties set forth in Section 6 of the
Agreement are true and correct on the date hereof with the same force and effect
as if each reference to “Series A Notes” set forth therein was modified to
refer the “Series B Notes”, each reference to “Initial Purchaser” set
forth therein was modified to refer the “Series B Purchaser” and each reference
to “this Agreement” therein was modified to refer to the Agreement as
supplemented by this Supplemental Note Purchase Agreement.
F.Series B Notes Issued under and
Pursuant to Agreement. Except as specifically provided above,
the Series B Notes shall be deemed to be issued under, to be subject to and to
have the benefit of all of the terms and provisions of the Agreement as the same
may from time to time be amended and supplemented in the manner provided
therein.
2
The
execution hereof by the Series B Purchasers shall constitute a contract among
the Company and the Series B Purchasers for the uses and purposes hereinabove
set forth. By their acceptance hereof, each of the Series B
Purchasers shall also be deemed to have accepted and agreed to the terms and
provisions of the Agreement, as in effect on the date hereof.
|
CH
Energy Group, Inc.
|
||
|
By
|
/s/
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||
|
Executive
Vice President and
|
||
|
Chief
Financial Officer
|
||
3
This
Agreement is hereby accepted and agreed to as of the date thereof.
|
Thrivent
Financial for Lutherans
|
||
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
|
Title:
Senior Director, Private Investments
|
||
|
Modern
Woodmen Of America
|
||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇
|
|
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇
|
||
|
Title:
Manager, Fixed Income Division
|
||
4
Annex
1
Series
B Notes Aggregate Principal and Interest Payments
|
Payment
Date
|
Beginning
Balance
|
Interest
|
Principal
|
Total
Payment
|
Ending
Principal
|
||||||||||||||||||
| 0 |
15-Dec-09
|
23500000.00 | 249126.11 | 0.00 | 23500000.00 | ||||||||||||||||||
| 1 |
15-Jun-10
|
23500000.00 | 799000.00 | 0.00 | 799000.00 | 23500000.00 | |||||||||||||||||
| 2 |
15-Dec-10
|
23500000.00 | 799000.00 | 0.00 | 799000.00 | 23500000.00 | |||||||||||||||||
| 3 |
15-Jun-11
|
23500000.00 | 799000.00 | 462768.04 | 1261768.04 | 23037231.96 | |||||||||||||||||
| 4 |
15-Dec-11
|
23037231.96 | 783265.89 | 478502.16 | 1261768.04 | 22558729.80 | |||||||||||||||||
| 5 |
15-Jun-12
|
22558729.80 | 766996.81 | 494771.23 | 1261768.04 | 22063958.57 | |||||||||||||||||
| 6 |
15-Dec-12
|
22063958.57 | 750174.59 | 511593.45 | 1261768.04 | 21552365.12 | |||||||||||||||||
| 7 |
15-Jun-13
|
21552365.12 | 732780.41 | 528987.63 | 1261768.04 | 21023377.49 | |||||||||||||||||
| 8 |
15-Dec-13
|
21023377.49 | 714794.83 | 546973.21 | 1261768.04 | 20476404.28 | |||||||||||||||||
| 9 |
15-Jun-14
|
20476404.28 | 696197.75 | 565570.30 | 1261768.04 | 19910833.98 | |||||||||||||||||
| 10 |
15-Dec-14
|
19910833.98 | 676968.36 | 584799.69 | 1261768.04 | 19326034.29 | |||||||||||||||||
| 11 |
15-Jun-15
|
19326034.29 | 657085.17 | 604682.88 | 1261768.04 | 18721351.41 | |||||||||||||||||
| 12 |
15-Dec-15
|
18721351.41 | 636525.95 | 625242.10 | 1261768.04 | 18096109.32 | |||||||||||||||||
| 13 |
15-Jun-16
|
18096109.32 | 615267.72 | 646500.33 | 1261768.04 | 17449608.99 | |||||||||||||||||
| 14 |
15-Dec-16
|
17449608.99 | 593286.71 | 668481.34 | 1261768.04 | 16781127.65 | |||||||||||||||||
| 15 |
15-Jun-17
|
16781127.65 | 570558.34 | 691209.70 | 1261768.04 | 16089917.95 | |||||||||||||||||
| 16 |
15-Dec-17
|
16089917.95 | 547057.21 | 714710.83 | 1261768.04 | 15375207.11 | |||||||||||||||||
| 17 |
15-Jun-18
|
15375207.11 | 522757.04 | 739011.00 | 1261768.04 | 14636196.11 | |||||||||||||||||
| 18 |
15-Dec-18
|
14636196.11 | 497630.67 | 764137.38 | 1261768.04 | 13872058.74 | |||||||||||||||||
| 19 |
15-Jun-19
|
13872058.74 | 471650.00 | 790118.05 | 1261768.04 | 13081940.69 | |||||||||||||||||
| 20 |
15-Dec-19
|
13081940.69 | 444785.98 | 816982.06 | 1261768.04 | 12264958.63 | |||||||||||||||||
| 21 |
15-Jun-20
|
12264958.63 | 417008.59 | 844759.45 | 1261768.04 | 11420199.18 | |||||||||||||||||
| 22 |
15-Dec-20
|
11420199.18 | 388286.77 | 873481.27 | 1261768.04 | 10546717.91 | |||||||||||||||||
| 23 |
15-Jun-21
|
10546717.91 | 358588.41 | 903179.63 | 1261768.04 | 9643538.27 | |||||||||||||||||
| 24 |
15-Dec-21
|
9643538.27 | 327880.30 | 933887.74 | 1261768.04 | 8709650.53 | |||||||||||||||||
| 25 |
15-Jun-22
|
8709650.53 | 296128.12 | 965639.93 | 1261768.04 | 7744010.61 | |||||||||||||||||
| 26 |
15-Dec-22
|
7744010.61 | 263296.36 | 998471.68 | 1261768.04 | 6745538.92 | |||||||||||||||||
| 27 |
15-Jun-23
|
6745538.92 | 229348.32 | 1032419.72 | 1261768.04 | 5713119.20 | |||||||||||||||||
| 28 |
15-Dec-23
|
5713119.20 | 194246.05 | 1067521.99 | 1261768.04 | 4645597.21 | |||||||||||||||||
| 29 |
15-Jun-24
|
4645597.21 | 157950.31 | 1103817.74 | 1261768.04 | 3541779.47 | |||||||||||||||||
| 30 |
15-Dec-24
|
3541779.47 | 120420.50 | 1141347.54 | 1261768.04 | 2400431.93 | |||||||||||||||||
| 31 |
15-Jun-25
|
2400431.93 | 81614.69 | 1180153.36 | 1261768.04 | 1220278.57 | |||||||||||||||||
| 32 |
15-Dec-25
|
1220278.57 | 41489.47 | 1220278.57 | 1261768.04 | 0.00 | |||||||||||||||||
| 23500000.00 | 39451041.31 | ||||||||||||||||||||||
Exhibit
A
Supplemental
Representations
The
Company represents and warrants to each Series B Purchaser that except as
hereinafter set forth in this Exhibit A, each of the
representations and warranties set forth in Section 5 of the Agreement is
true and correct as of the date hereof with respect to the Series B Notes with
the same force and effect as if each reference to “Series A Notes” set
forth therein was modified to refer the “Series B Notes” and each reference to
“this Agreement” therein was modified to refer to the Agreement as supplemented
by this Supplemental Note Purchase Agreement. The Section and
Schedule references hereinafter set forth correspond to the similar sections of
the Note Purchase Agreement which are supplemented hereby:
|
1.
|
Schedule 5.4 to
the Note
Purchase Agreement hereby is supplemented by the addition of the
following:
|
|
Subsidiary
|
Jurisdiction of
Organization
|
Ownership
of
Shares/Equity
Interests
|
||
|
CH
- Greentree, LLC
|
New
York
|
100%
by the Subsidiary Guarantor
|
||
|
CH
- Lyonsdale, LLC
|
New
York
|
100%
by the Subsidiary Guarantor
|
||
|
▇▇
▇▇▇▇▇▇▇ Wind LLC
|
New
York
|
100%
by the Subsidiary Guarantor
|
||
|
▇▇▇▇▇▇▇
Wind Delaware LLC
|
Delaware
|
90%
by ▇▇ ▇▇▇▇▇▇▇ Wind, LLC
|
||
|
▇▇▇▇▇▇▇
Wind, LLC
|
Wisconsin
|
100%
by ▇▇▇▇▇▇▇ Wind Delaware LLC
|
|
2.
|
Schedule 5.4 to
the Note
Purchase Agreement hereby is supplemented by the addition of the
following:
|
Board of Directors of the
Company:
▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Senior Officers of the
Company:
▇▇▇▇ ▇.
▇▇▇▇▇, Executive Vice President and General Counsel
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Executive Vice President
|
3.
|
Section
5.15. Any Material change in the outstanding Debt of the
Company and its Subsidiaries since March 31, 2009 is reflected in the
Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2009 (including the issuance on September 30, 2009, by Central ▇▇▇▇▇▇
Gas & Electric Corporation of $24,000,000 of its 5.80% Medium Term
Notes, Series F, due November 1,
2039).
|
2