SEC File No. 70-8369
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
ENERGY INITIATIVES, INC.
GENERAL PUBLIC UTILITIES CORPORATION<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
In The Matter of )
)
ENERGY INITIATIVES, INC. ) Certificate Pursuant
GENERAL PUBLIC UTILITIES CORPORATION ) to Rule 24 of Partial
) Completion of Transactions
SEC File No. 70-8369 )
(Public Utility Holding )
Company Act of 1935) )
----------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, Energy Initiatives, Inc. ("EI") and
General Public Utilities Corporation ("GPU"), do hereby certify
pursuant to Rule 24 of the General Rules and Regulations under
the Public Utility Holding Company Act of 1935 (the "Act"), that
certain of the transactions proposed in the Application, as
amended, filed in the SEC File No. 70-8369, have been carried out
in accordance with the terms and conditions of, and for the
purposes requested in, said Application and pursuant to the
Commission's Order, dated May 17, 1994, and Supplemental Orders
dated December 1, 1994 and September 15, 1995, with respect to
said Application, as follows:
1. On October 27, 1995, EI and a group of lenders for
whom Citibank, N.A. acts as agent entered into a Letter Amendment
dated as of October 5, 1995, to the Credit Agreement, dated as of
December 12, 1994 ("Credit Agreement"), in order to eliminate the
negative covenant in the Credit Agreement which prohibited EI<PAGE>
from selling the shares of Ace Limited and Excel Limited owned by
it.
2. In addition, on October 27, 1995, GPU entered into
a new Support Letter, dated October 5, 1995, which, in addition
to the provisions contained in the original Support Letter dated
December 12, 1994, obligates GPU: (i) to maintain a consolidated
net worth at EI of at least $85 million; (ii) to use its best
efforts to arrange for adequate liquidity at EI; and (iii) not to
pledge or otherwise encumber the EI shares owned by GPU without
the consent of the lenders.
3. The following exhibits are filed herewith in Item 6:
B-10(a) - Letter Amendment, dated October 5,
1995.
B-14(a) - New Support Letter, dated October
5, 1995.
- 2 - <PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
ENERGY INITIATIVES, INC.
By:
B. Levy
President
GENERAL PUBLIC UTILITIES CORPORATION
By:
T.G. Howson
Vice President and Treasurer
Date: May 30, 1996<PAGE>
Exhibit B-10(a)
EXECUTION COPY
LETTER AMENDMENT
October 5, 1995
To the Lenders Parties to the
Credit Agreement referred
to below
Ladies and Gentlemen:
We refer to the Credit Agreement, dated as of December 12,
1994 (the "Credit Agreement"), among the undersigned, you and
Citibank, N.A. as your Agent (the Agent). Unless otherwise
defined herein, the terms defined in the Credit Agreement shall
be used herein as therein defined.
We have requested that the Credit Agreement be amended in
order to permit us to sell the Equity Securities. You have
indicated your willingness to so amend the Credit Agreement.
Accordingly, we hereby request that you agree that, effective as
of the date first written above, and subject to the conditions
set forth below, the Credit Agreement shall be amended as
follows:
(a) Section 1.01 is amended by deleting the definition of
"Equity Securities" therefrom.
(b) The definition of "Support Letter" set forth in Section
1.01 is amended and restated in its entirety to read as follows:
"Support Letter" means that certain Letter of
Support, dated October 5, 1995, by the Parent in favor
of the Lenders, as amended, supplemented or modified
from time to time.
(c) Section 6.02 is amended by deleting subsection (g)
therefrom and by redesignating subsection (h) as subsection (g).
(d) Section 7.01(j) is amended and restated in its entirety
to read as follows:
"(j) F a ilure by the Parent to maintain
authorization from the SEC to make further capital
contributions to the Borrower in an amount at least
e q ual to 1.10 multiplied by the amount of the
Commitments; provided, however, that the occurrence of
the foregoing shall not constitute an Event of Default
for so long as, for up to 75 days from the date of such
occurrence, the Parent shall be diligently taking all
measures and actions as may be necessary to obtain such
SEC authorization; or"
<PAGE>
If you agree to the foregoing, please evidence such
agreement by executing and returning at least two counterparts of
this letter amendment to the Agent, in care of King & Spalding,
120 West 45th Street, New York, New York 10036, attention of
Donna Catwell. This letter amendment shall become effective as
of the date first above written when and if counterparts of this
letter shall have been executed by the Majority Banks and a
letter in the form of Schedule I attached hereto shall have been
executed by the Parent and delivered to the Agent. This letter
amendment is subject to the provisions of Section 9.01 of the
Credit Agreement.
I n consideration of your agreement to the foregoing
a m e n d m ents, we hereby represent and warrant that the
representations and warranties set forth in Section 5.01 of the
Credit Agreement, as amended hereby, are and will be true and
correct in all material respects on and as of the effective date
of this letter amendment.
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same agreement.
Very truly yours,
ENERGY INITIATIVES, INC.
By___________________________
Title:
Agreed as of the date
first above written:
CITIBANK, N.A.
By____________________________
Title:
CIBC INC.
By___________________________
Title:
2<PAGE>
Exhibit B-14(a)
October 5, 1995
LETTER OF SUPPORT
To the Lenders parties to the
Facility described below
W e are aware that you have extended credit to our
subsidiary, Energy Initiatives, Inc. ("EI"), pursuant to a Credit
Agreement, dated as of December 12, 1994 (as amended or
supplemented from time to time, the "Facility"), among EI, the
lenders named therein and Citibank, N.A., as your agent. EI has
requested that the Facility be amended to effect certain
modifications substantially as set forth in Exhibit A hereto (the
"Amendment"). Unless otherwise defined herein, the terms used
herein shall have the meanings assigned to them in the Facility.
In order to induce you to enter into the Agreement and in
consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees as follows:
SECTION 1. Affirmative Covenants of the Parent. So long
as any amount in respect of any Note shall remain unpaid, any
Letter of Credit shall remain outstanding or any Lender shall
have any Commitment, the Parent will, unless the Majority Lenders
shall otherwise consent in writing:
(a) S t ock Ownership. At all times maintain direct
ownership of 100% of the shares of capital stock (or comparable
interests) of EI now or hereafter issued and outstanding.
(b) N e t Worth. Cause EI to have at all times a
Consolidated Net Worth of at least $85,000,000.
(c) Management of EI. Provide appropriate oversight of the
management of EI through the Board of Directors of EI to help it
meet its financial obligations, and utilize its best efforts to
arrange for adequate liquidity and repayment of all amounts
payable under the Facility as and when such amounts become due
and payable.
SECTION 2. Negative Covenant of the Parent. So long as
any amount in respect of any Note shall remain unpaid, any Letter
of Credit shall remain outstanding or any Lender shall have any
Commitment, the Parent will not, without the written consent of
the Majority Lenders, create or suffer to exist any Lien upon or
with respect to any capital stock of EI from time to time owned
by the Parent.<PAGE>
SECTION 3. Governing Law. This Letter of Support shall
be governed by, and construed in accordance with, the laws of the
State of New York.
SECTION 4. Remedies. The Parent acknowledges and agrees
that breach of any of the covenants of the Parent set forth
herein may not be compensable by payment of money damages and,
therefore, that the covenants of the Parent set forth herein may
be enforced in equity by a decree-requiring specific performance.
Such remedies shall be cumulative and non-exclusive and shall be
in addition to any other rights and remedies the Lenders may have
under the Facility and this Letter of Support.
SECTION 5. Certain Confirmations. We hereby agree that
for all purposes, this Letter of Support shall mean and be the
"Letter of Support" under the Facility.
This letter is intended solely for the benefit of the
Lenders and may not be relied upon by any other Person.
We approve of the Facility and the Amendment and are most
grateful for your assistance to EI.
Sincerely,
GENERAL PUBLIC UTILITIES CORPORATION
By:
Title: Senior Vice President and
Chief Financial Officer
- 2 -<PAGE>
