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AEP > SEC Filings for AEP > Form 8-K on 19-Jul-2013All Recent SEC Filings

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Form 8-K for AMERICAN ELECTRIC POWER CO INC


19-Jul-2013

Termination of a Material Definitive Agreement, Creation of a Dire


ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On July 17, 2013, American Electric Power Company, Inc. ("AEP") terminated its $1,000,000,000 Twenty-Seven Month Term Credit Agreement, dated February 13, 2013, among AEP, the Initial Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent, and was replaced with the credit agreement described below.



ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On July 17, 2013, AEP, Appalachian Power Company ("APCo"), AEP Generation Resources Inc. ("AGR"), Kentucky Power Company ("KPCo") and Ohio Power Company ("OPCo") entered into a $1,000,000,000 Term Credit Agreement, dated as of July 17, 2013 (the "Credit Agreement") among, APCo, AGR, KPCo and OPCo, severally and not jointly, as Borrowers (each a "Borrower"), AEP, as Guarantor of AGR, the Initial Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent. This is a replacement Credit Agreement entered into to provide additional liquidity during the corporate separation process for OPCo. OPCo may assign borrowings under the Credit Agreement to AGR upon the transfer of OPCo's generation assets to AGR. Subject to regulatory approval, AGR may further assign a portion of the borrowings to APCo and KPCo upon AGR's subsequent transfer of certain of those generation assets to APCo and KPCo.

Borrowings by OPCo under the Credit Agreements are available and will occur upon customary terms and conditions for facilities of this type. The Credit Agreement contains certain covenants and require AEP and each Borrower to maintain its percentage of debt to total capitalization at a level that does not exceed 67.5%. The method for calculating outstanding debt and other capital is contractually defined in the Credit Agreement. Nonperformance of these covenants could result in an event of default under the Credit Agreement. The acceleration of payment obligations or the obligations prior to maturity under any other agreement or instrument relating to debt outstanding in excess of $50 million would cause an event of default under the Credit Agreement and permit the lenders to declare outstanding amounts payable. The Credit Agreement does not permit the lenders to refuse a draw on the facility if a material adverse change occurs.


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