Allegheny Power 2013 Annual Report Download - page 137

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On October 31, 2013, FE amended its existing $2.5 billion multi-year syndicated revolving credit facility to exclude certain after-
tax, non-cash write-downs and non-cash charges of approximately $1.4 billion (primarily related to Pension and OPEB mark-to-
market adjustments, impairment of long-lived assets and regulatory charges) from the debt to total capitalization ratio calculations
incurred through September 30, 2013. Additionally, the amendment provides for a future allowance of approximately $1.35 billion
for after-tax, non-cash write-downs and non-cash charges over the remaining life of the facility. Similarly, the FES/AE Supply $2.5
billion revolving credit facility was also amended to exclude certain similar after-tax, non-cash write-downs and non-cash charges
of $785.7 million incurred through September 30, 2013 from the debt to total capitalization ratio calculations. As of December 31,
2013, the borrowers were in compliance with the applicable debt to total capitalization ratios under the respective Facilities.
The following table summarizes the borrowing sub-limits for each borrower under the Facilities, the limitations on short-term
indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations,
as of December 31, 2013:
Borrower
Revolving
Credit Facility
Sub-Limits
Regulatory and
Other Short-Term
Debt Limitations
(In millions)
FE $ 2,500 $ — (1)
FES 1,500 — (2)
AE Supply 1,000 — (2)
FET 1,000 — (1)
OE 500 500 (3)
CEI 500 500 (3)
TE 500 500 (3)
JCP&L 600 850 (3)
ME 300 500 (3)
PN 300 300 (3)
WP 200 200 (3)
MP 150 500 (3)
PE 150 150 (3)
ATSI 100 500 (3)
Penn 50 50 (3)
TrAIL 200 400 (3)
(1) No limitations.
(2) No limitation based upon blanket financing authorization from the FERC under existing market-based rate tariffs.
(3) Excluding amounts which may be borrowed under the regulated companies' money pool.
The entire amount of the FES/AE Supply Facility, $700 million of the FirstEnergy Facility and $225 million of the FET Facility, subject
to each borrower’s sub-limit, is available for the issuance of LOCs (subject to borrowings drawn under the Facilities) expiring up to
one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under
each of the Facilities and against the applicable borrower’s borrowing sub-limit.
The Facilities do not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event
of any change in credit ratings of the borrowers. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the
Facilities is related to the credit ratings of the company borrowing the funds, other than the FET Facility, which is based on its
subsidiaries' credit ratings. Additionally, borrowings under each of the Facilities are subject to the usual and customary provisions
for acceleration upon the occurrence of events of default, including a cross-default for other indebtedness in excess of $100 million.
Term Loan
During December of 2013, FE entered into an agreement to extend and amend its $150 million term loan agreement with a maturity
date of December 31, 2014. The maturity of the loan was extended to December 31, 2015 and the principal amount was increased
to $200 million.