SEC FILE NO. 70-7939
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
OLS ENERGY - BERKELEY
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
In the Matter of )
)
OLS ENERGY-BERKELEY ) Certification Pursuant
) to Rule 24 of Partial
SEC File No. 70-7939 ) Completion of Transactions
)
(Public Utility Holding )
Company Act of 1935) )
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSIONS:
The undersigned, OLS Energy-Berkeley ("Berkeley"),
hereby certifies pursuant to Rule 24 of the General Rules and
Regulations under the Public Utility Holding Company Act of 1935
that certain of the transactions proposed in Post-Effective
Amendment No. 1 to the Application on Form U-1, as amended, filed
in SEC File No. 70-7939, have been carried out in accordance with
the Commission's Order, dated December 23, 1992 (HCAR No. 35-
25717) with respect thereto, as follows:
1. As of December 30, 1992, Berkeley entered into a
Sixth Amendment to its Revolving Credit Agreement, dated as of
December 30, 1987, with General Electric Capital Corporation to
renew such Credit Agreement and extend the time during which
borrowings may be made thereunder to the earlier of (a) the date
on which the restructuring of Berkeley becomes effective, or (b)
December 31, 1994.
2. The following exhibit is filed herewith:
B-1 - Sixth Amendment to Revolving Credit
Agreement, dated December 30, 1992, by
and between OLS Energy-Berkeley and
General Electric Capital Corporation.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
OLS ENERGY-BERKELEY
By:_________________________
B. L. Levy, President
Date: March 22, 1994
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EXHIBIT TO BE FILED BY EDGAR
Exhibit:
B-1 - Sixth Amendment to Revolving Credit
Agreement, dated December 30, 1992, by
and between OLS Energy-Berkeley and
General Electric Capital Corporation.
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EXHIBIT B-1
SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the
"Amendment"), made and entered into as of the 31st day of
December, 1993, by and between O.L.S. ENERGY-BERKELEY, a
California corporation ("OLS") and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("GECC").
W I T N E S S E T H:
WHEREAS, OLS and GECC entered into that certain
Revolving Credit Agreement, dated as of August 7, 1987, as
amended by the First Amendment to Revolving Credit
Agreement, dated March 30, 1990, and the Second Amendment to
Revolving Credit Agreement, dated December 28, 1990, and the
Third Amendment to Revolving Credit Agreement, dated July
18, 1991, and the Fourth Amendment to Revolving Credit
Agreement, dated March 27, 1992, and the Fifth Amendment to
Revolving Credit Agreement dated December 30, 1992 (as
amended, the "Loan Agreement"; all terms defined in such
Loan Agreement shall have the same meaning when used
herein); and
WHEREAS, OLS and GECC now desire to renew and extend
the Loan Agreement:
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration,
receipt of which is hereby acknowledged, and in good reliance
upon the representations and warranties of OLS, set forth in the
Financing Agreement, the parties hereto intending to be legally
bound hereby, agree as follows:
3. Renewal of Agreement and Amendment to Certain
Definition. The Loan Agreement is hereby renewed and the
following definition contained in the Loan Agreement is hereby
amended to read as follows:
"Maturity Date" means the earlier of (a) the date on
which the restructuring of the transaction contemplated by
the Operative Documents becomes effective or (b) March 31,
1994."
4. Replacement Note. OLS shall, contemporaneously with
the execution and delivery hereof, execute and deliver to GECC a
new Note (the "Replacement Revolving Note") substantially in the
form of Exhibit A attached hereto and made a part hereof. Such
Replacement Revolving Note shall evidence (i) all Advances made
by GECC to OLS which remain due, owing and unpaid as of the date
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of execution of the Replacement Revolving Note, and (ii) all
Advances made on or after the date of execution of the
Replacement Revolving Note, pursuant to Sections 2.1, 2.4, 3.1
and Article 10 of the Loan Agreement.
5. General
(a) OLS submits to the jurisdiction of any California state
or federal court sitting in San Francisco, California in any
action or proceeding arising out of or relating to this
Amendment.
(b) Section headings have been inserted in this Amendment
as a matter of convenience only. Such section headings are not a
part of this Amendment and shall not be used in the
interpretation of any provision hereof.
(c) This Amendment may be executed in one or more counter-
parts, all of which shall together constitute but one and the
same agreement.
(d) Except as expressly set forth herein, the Loan
Agreement shall remain in full force and effect. Without
limiting the generality of the foregoing, and except as expressly
set forth herein, GECC does not waive any defaults under the Loan
Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
O.L.S. ENERGY-BERKELEY, a
California corporation
By:/s/Bruce Levy
Its President
GENERAL ELECTRIC CAPITAL
CORPORATION, a New York
corporation
By:/s/Michael Tziapakis
Its Manager-Operations
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REPLACEMENT REVOLVING NOTE
December 31, 1993
$1,000,000 San Francisco, California
FOR VALUE RECEIVED, the undersigned, O.L.S. ENERGY-
BERKELEY, a California corporation ("Borrower"), promises to pay
to the order of GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), in
lawful money of the United States of America and in immediately
available funds, the aggregate unpaid principal amount of all
Advances made by GECC to Borrower pursuant to that certain
Revolving Credit Agreement dated as of August 7, 1987, between
Borrower and GECC, amended by First Amendment to Revolving Credit
Agreement, dated March 30, 1990, between Borrower and GECC, the
Second Amendment to Revolving Credit Agreement, dated December
28, 1990, between Borrower and GECC, the Third Amendment to
Revolving Credit Agreement, dated July 18, 1991, and the Fourth
Amendment to Revolving Credit Agreement, dated March 27, 1992,
and the Fifth Amendment to Revolving Credit Agreement dated
December 30, 1992, and the Sixth Amendment to Revolving Credit
Agreement dated December 31, 1993 (such Revolving Credit
Agreement) as so amended and as further amended from time to time
is referred to herein as the "Loan Agreement"; all terms defined
in the Loan Agreement shall have the same meanings when use
herein). Unless earlier paid, the aggregate unpaid principal
balance hereunder shall be due and payable on the Maturity Date.
All such payments shall be made in accordance with the terms of
the Loan Agreement. Borrower also agrees to pay interest on the
aggregate unpaid principal amount of all Advances at the Prime
Interest Rate. All accrued and unpaid interest hereunder shall
be due and payable on the last Business Day of each calendar
month and on the Maturity Date. Interest on the aggregate unpaid
principal hereunder shall accrue daily and shall be computed on
the basis of a year of three hundred sixty-five (365) days and
actual days elapsed. All sums of principal and interest not paid
when due (whether scheduled or accelerated) shall bear interest,
until paid, at a rate per annum equal to the Prime Interest Rate
plus two percent (2%).
All principal and all accrued and unpaid interest
hereunder shall be completely due and payable on the Maturity
Date. So long as no Event of Default has occurred and is
continuing, all payments made on this Replacement Revolving Note
shall be credited first, to interest accrued on past-due interest
and principal, if any, second, to interest due on the outstanding
balance of this Replacement Revolving Note, and third, to the
reduction of principal under this Replacement Revolving Note.
GECC is hereby authorized by Borrower to endorse on the
schedule attached to this Replacement Revolving Note the amount
and type of each Advance made by GECC under the Loan Agreement
and the amount of each payment or prepayment of principal of each
such Advance received by GECC, it being understood, however, that
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the failure to make any such endorsement (or any errors in
notation shall not affect the obligations of Borrower hereunder
or under the Loan Agreement in respect of such Advances, and
payments of principal hereon by Borrower shall be credited to
Borrower notwithstanding the failure to make a notation (or any
errors in notation) thereof on said schedule. Except in the case
of demonstrable error, the notations made by GECC pursuant to the
preceding sentence shall be conclusive evidence of the date and
amount of each Advance, payment or prepayment, as the case may
be.
This Replacement Revolving Note has been issued by
Borrower in place of the Note dated December 30, 1992 in the
amount of one million dollars ($1,000,000) referred to in the
Loan Agreement, which Note has been cancelled. This Replacement
Revolving Note is and shall be considered the Note defined in and
made pursuant to the Loan Agreement, as further amended from time
to time, and is subject to the terms and conditions of the Loan
Agreement, to which Loan Agreement reference is hereby made for a
statement of said terms and conditions, including those under
which this Replacement Revolving Note may be paid prior to its
due date or its due date accelerated. This Replacement Revolving
Note is secured by the collateral referred to in the Loan
Agreement.
In addition to and not in limitation of the foregoing
and the provisions of the Loan Agreement, Borrower promises to
pay the holder hereof all costs and expenses of collection of
this Replacement Revolving Note and to pay all reasonable
attorneys fees incurred in such collection or in any suit or
action to collect this Replacement Revolving Note or any appeal
thereof. Borrower waives presentment, demand, protest, notice of
protest, notice of dishonor, notice of nonpayment, any and all
other notices and demands in connection with the delivery,
acceptance, performance, default or enforcement of this
Replacement Revolving Note. No delay by the holder hereof in
exercising any power or right hereunder shall operate as a waiver
of any power or right.
This Replacement Revolving Note shall be deemed to be
made under and shall be construed in accordance with and governed
by the laws of the State of California.
O.L.S. ENERGY-BERKELEY
By:___________________________
Its________________________
By:___________________________
Its________________________
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SCHEDULE TO REPLACEMENT REVOLVING NOTE OF
O.L.S. ENERGY - BERKELEY
This Replacement Revolving Note evidences Advances made
under the within described Loan Agreement, in the principal
amounts on the dates set forth below, subject to the payments of
principal set forth below:
Amount of Unpaid
Amount of Principal Principal Notation
Date Advance Made Repaid Balance Made By
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