Exhibit 10.23


EXECUTION COPY


 


 


FIRST AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT


 


dated as of


 


January 19, 2005


 


among


 


INTERNATIONAL TRANSMISSION COMPANY,


as the Borrower,


 


VARIOUS FINANCIAL INSTITUTIONS AND OTHER

PERSONS FROM TIME TO PARTIES HERETO,

as the Lenders


 


CANADIAN IMPERIAL BANK OF COMMERCE,

as the Administrative Agent


 


CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH

and CIBC INC.,

as the Joint Lead Arrangers


 


and


 


COMERICA BANK,

as the Documentation Agent


 


supported by

FIRST MORTGAGE BONDS, SERIES B


 





















 


FIRST AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT


 


FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of January 19, 2005 (the “Amended and Restated
Revolving Credit Agreement”), among INTERNATIONAL TRANSMISSION
COMPANY, a Michigan corporation duly organized and validly existing under the
laws of the State of Michigan (the “Borrower”); the
institutions listed on Schedule I hereto (individually, each a “Lender” and, collectively, the “Lenders”);
and CANADIAN IMPERIAL BANK OF COMMERCE as administrative agent (in such
capacity, the “Administrative Agent”).


 


The Borrower, certain of the Lenders and the
Administrative Agent are parties to a Revolving Credit Agreement dated as of July 16,
2003 (as heretofore modified and supplemented and in effect on the date hereof,
the “Revolving Credit Agreement”) and wish
to amend and restate the Revolving Credit Agreement to, among other things,
increase the aggregate amount of the Commitments under the Revolving Credit
Agreement upon the terms and conditions set forth herein. Accordingly, the
parties hereto hereby agree, with effect as of the Amendment Effective Date (as
defined below), to amend the Revolving Credit Agreement as set forth in Section 2
hereof and to restate the Revolving Credit Agreement, which is hereby
incorporated by reference, as so amended:


 


Section 1. 
Definitions.  Except as otherwise defined in this Amended
and Restated Revolving Credit Agreement, terms defined in the Revolving Credit
Agreement are used herein as defined therein.


 


Section 2. 
Amendments.  The Revolving Credit Agreement shall be
amended as follows:


 


2.1.  References
in the Revolving Credit Agreement (including references to the Revolving Credit
Agreement as amended hereby) to “this Agreement” (and indirect references such
as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be
references to the Revolving Credit Agreement as amended and restated hereby.


 


2.2.  The
recital of the Revolving Credit Agreement shall be amended and restated in its
entirety to read as follows:


 


“The Borrower has requested that the Lenders make
senior loans to it in an aggregate principal amount not exceeding $65,000,000
(subject to increase to $75,000,000 as provided herein) at any one time
outstanding, payment of such loans to be supported by the Borrower’s First
Mortgage Bonds, Series B (as hereinafter defined). The


 





















 


Lenders are prepared to make such loans upon the terms and conditions
hereof, and, accordingly, the parties hereto agree as follows:”


 


2.3.  The
definition of “Revolving Credit Maturity Date” in Section 1.1 of the
Revolving Credit Agreement shall be amended by substituting “March 19,
2007” for “February 28, 2006”.


 


2.4.  The
definition of “Transactions” in Section 1.1 of the Revolving Credit
Agreement shall be amended by substituting “$75,000,000” for “$15,000,000”.


 


2.5.  Section 3.3(f) of
the Revolving Credit Agreement shall be amended by substituting “$75,000,000”
for “25,000,000”.


 


2.6.  Schedule I
to the Revolving Credit Agreement shall be amended and restated in its entirety
by substituting therefor Schedule I to this Amended and Restated Revolving
Credit Agreement.


 


2.7.  Exhibit D
of the Revolving Credit Agreement shall be amended by substituting “March 19,
2007” for “February 28, 2006”.


 


Section 3. 
Commitment Fee.  Notwithstanding that the increase of the
Commitments contemplated by Section 2 hereof shall not become effective
until the Amendment Effective Date, for purposes of calculating the amounts and
payees of commitment fee payable under Section 3.1 of the Revolving Credit
Agreement, the Commitments of the Lenders shall be deemed to have been so
increased immediately upon the earlier of (a) the execution of this
Amended and Restated Revolving Credit Agreement by the Borrower and each of the
Lenders or (b) February 4, 2005.


 


Section 4. 
New Lenders.  If on the Amendment Effective Date the
Revolving Credit Commitment Percentages change as a result of the amendments to
the Revolving Credit Agreement effected hereby, the Borrower shall borrow
Revolving Credit Loans from the Lenders and/or (subject to compliance by the
Borrower with Section 2.11 of the Revolving Credit Agreement) prepay
Revolving Credit Loans of the Lenders to the extent necessary such that, after
giving effect thereto, the Revolving Credit Loans (including, without
limitation, the Types thereof and Interest Periods with respect thereto) shall
be held by the Lenders pro rata according to their respective Revolving Credit
Commitment Percentages.


 


Section 5. 
Representations and Warranties.  The Borrower represents and warrants to the
Lenders that the representations and warranties set forth in Section 6 of
the Revolving Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof (except that any representation or warranty
which by its terms is made as of an earlier date shall be true and correct as
of such earlier date) and as if each reference in said Section 6 to “this
Agreement” included reference to this Amended and Restated Revolving Credit
Agreement.


 





















 


Section 6. 
Conditions Precedent.  The amendment and restatement of the
Revolving Credit Agreement contemplated hereby, together with the amendments to
the Revolving Credit Agreement set forth in Section 2 hereof, shall become
effective on the date of the receipt by the Administrative Agent of the
following documents (such date, the “Amendment Effective Date”),
each of which shall be reasonably satisfactory to the Administrative Agent in
form and substance:


 


(a)  Credit
Documents.  (i) This Amended and
Restated Revolving Credit Agreement, executed and delivered by a duly
authorized officer of each of the parties hereto, (ii) a duly issued and
authenticated First Mortgage Bond, Series B in the principal amount of
$50,000,000, substantially in the form of Exhibit D to the Revolving
Credit Agreement as contemplated to be amended hereby, together with evidence
that the conditions precedent to the issuance thereof set forth in Section 4.02
of the Indenture referred to therein have been satisfied and (iii) an
Amendment to the Second Supplemental Indenture dated as of January 19,
2005, in the form of Exhibit A hereto, executed and delivered by a duly
authorized officer of each of the parties thereto.


 


(b)  Proceedings
of the Borrower.  A copy of the
resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the Board of Directors of the Borrower (or a duly
authorized committee thereof) authorizing the execution, delivery and
performance of this Amended and Restated Revolving Credit Agreement and the
consummation of the transactions contemplated hereby.


 


(c)  Organic
Documents.  True and complete copies
of the articles of incorporation and by-laws of the Borrower, certified as true
and complete by the Secretary or an Assistant Secretary of the Borrower, and a
certificate of good standing with respect to the Borrower issued by its
jurisdiction of incorporation or organization.


 


(d)  Fees.  Evidence of the payment by the Borrower of
all fees required to be paid by the Borrower in connection with this Amended
and Restated Revolving Credit Agreement, and the fees and expenses of counsel
to the Administrative Agent incurred in connection herewith for which invoices
have been timely presented.


 


(e)  Legal
Opinions.  Executed legal opinions of
New York counsel and Michigan counsel (which may be in-house counsel) to the
Borrower in form and substance reasonably satisfactory to the Administrative
Agent.


 


Section 7.  Amendments to the Second
Supplemental Indenture and Outstanding First Mortgage Bonds, Series B.
The Lenders hereby (a) consent to amendments of the Second Supplemental
Indenture and the outstanding First Mortgage Bonds, Series B on the
Amendment Effective Date to provide for the extension of the maturity date of
all First Mortgage Bonds, Series B from February 28, 2006 to March 19,
2007 and (b) authorize the Administrative Agent to approve such amendments
as may be required by the Indenture as a condition to the effectiveness of such
amendments.


 





















 


Section 8. 
Miscellaneous.  Except as herein provided, the Revolving
Credit Agreement shall remain unchanged and in full force and effect.  This Amended and Restated Revolving Credit
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument and any of the
parties hereto may execute this Amended and Restated Revolving Credit Agreement
by signing any such counterpart.  This
Amended and Restated Revolving Credit Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amended and Restated Revolving Credit Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.


 


	
   

  	
  INTERNATIONAL TRANSMISSION

  COMPANY,

    as the Borrower

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  CANADIAN IMPERIAL BANK OF

  COMMERCE

  as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC INC.,

  as a Lender and Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON,

  CAYMAN ISLANDS BRANCH,

    as a Lender and Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

    as a Lender
  and the Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STANDARD FEDERAL
  BANK

    as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


SCHEDULE I


 


	
  LENDER

  	
   

  	
  REVOLVING CREDIT

  COMMITMENT

  	
   

  	
  REVOLVING CREDIT COMMITMENT

  PERCENTAGE

  	
   

  
	
  Credit Suisse
  First Boston

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  23.00000000

  	
  %

  
	
  CIBC Inc.

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  23.00000000

  	
  %

  
	
  Comerica Bank

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  46.00000000

  	
  %

  
	
  Standard Federal
  Bank

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  8.00000000

  	
  %

  
	
  TOTAL AMOUNT

  	
   

  	
  $

  	
  65,000,000

  	
   

  	
  100

  	
  %

  



 





















 


EXHIBIT A


 


AMENDMENT TO THE SECOND
SUPPLEMENTAL INDENTURE