Allegheny Power 2014 Annual Report Download - page 125

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Revolving Credit Facilities
FirstEnergy, FES/AE Supply and FET Facilities
On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to
the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility
was amended to increase the lending banks' commitments under the facility by $1.0 billion to a total of $3.5 billion and to increase
the individual borrower sublimit for FE by $1.0 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease
the lending banks' commitments by $1.0 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility
remain at $1.0 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 million
and TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES -
$3 million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated
Statement of Income for the year ended December 31, 2014.
Generally, borrowings under each of the Facilities are available to each borrower separately and mature on the earlier of 364 days
from the date of borrowing or the commitment termination date, as the same may be extended. Each of the Facilities contains
financial covenants requiring each borrower to maintain a consolidated debt to total capitalization ratio (as defined under each of
the Facilities, as amended) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.
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, 2014:
Borrower
Revolving
Credit Facility
Sub-Limits
Regulatory and
Other Short-Term
Debt Limitations
(In millions)
FE $ 3,500 $ — (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 500 500 (3)
PE 150 150 (3)
ATSI 500 500 (3)
Penn 50 50 (3)
TrAIL 400 400 (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, $600 million of the FE 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.