Fossil fuel: To supply a portion of the fossil fuel requirements for our generating plants, we have entered into various commitments to obtain and deliver coal and for natural gas transportation. Some of these contracts contain provisions for price escalation and minimum purchase commitments. For additional information, see Note 17 of the Notes to Consolidated Financial Statements, “Commitments and Contingencies — Fuel Commitments.”

Nuclear fuel: To supply a portion of the fuel requirements for Wolf Creek, we have entered into various commitments to obtain nuclear fuel consisting of uranium concentrates, conversion and enrichment. See Note 17 of the Notes to Consolidated Financial Statements, “Commitments and Contingencies — Fuel Commitments,” for more details.

Call option on putable/callable notes: For information concerning a potential liability under the call option related to the issuance of $400 million of our putable/callable notes, see Note 14 of the Notes to Consolidated Financial Statements, “Call Option.”

Unconditional purchase obligations: We use purchase obligations as part of our ongoing utility operations and construction program. Protection One’s unconditional purchase obligations represent its contract tariff for telecommunication services. See Note 17 of the Notes to Consolidated Financial Statements, “Commitments and Contingencies — Purchase Orders and Contracts,” for additional information.

     Commercial Commitments
The following table summarizes our commercial commitments by date of expiration existing at December 31, 2002:

Lines of credit: Certain banks provide us a revolving credit facility on a committed basis totaling $150 million. As of December 31, 2002, borrowings on the revolving credit facility were $1.0 million, leaving $149 million remaining under this facility. In addition, we have a commitment to Protection One for a line of credit of up to $228.4 million. As of March 14, 2003, Protection One had borrowed $215.5 million under this facility, resulting in an undrawn commitment of $12.9 million. This commitment is eliminated in consolidation and is therefore not included in the table above.

Outstanding letters of credit: We obtain letters of credit in the ordinary course of our operating activities for energy trading, worker’s compensation, an aircraft lease and surety bonds. As of December 31, 2002, we had outstanding letters of credit of $1.2 million related to our power marketing and trading activities and $8.7 million related to other operating activities.

Guarantees: In 1998, we issued a financial guarantee of an obligation of Onsite Energy Corporation under which our maximum liability was $1.3 million. This guarantee was released in the first quarter of 2003.

  Debt Covenants
Our debt financing agreements require, among other restrictions, that we satisfy certain financial covenants. These debt instruments contain restrictions based on EBITDA. The definition of EBITDA varies among the various indentures. EBITDA is generally derived by adding to income (loss) before income taxes, the sum of interest expense and depreciation and amortization expense. However, under the varying definitions of the indentures, additional adjustments are required. A violation of these restrictions would result in an event of default that would allow the lenders to declare all amounts outstanding immediately due and payable. We are in compliance with these covenants. The most restrictive of these covenants in Westar Energy’s debt instruments are as follows:
  • Consolidated Leverage Ratio: Consolidated total debt to earnings before interest, taxes, depreciation and amortization (EBITDA) for the most recent four consecutive quarters must be less than 6.00 to 1.00 at December 31, 2002 and 5.75 to 1.00 each quarter thereafter until June 2005. At December 31, 2002, our ratio was 5.13.
  • Consolidated Interest Coverage Ratio: EBITDA to consolidated interest expense for the most recent four consecutive quarters must be greater than 2.00 to 1.00. At December 31, 2002, our ratio was 2.54.
  • Consolidated Debt to Total Capital Ratio: Consolidated total debt to consolidated total capital for the most recent quarter must be less than 0.65 to 1.00. At December 31, 2002, our ratio was 0.618.

The indentures governing Protection One’s public indebtedness require it to satisfy certain financial covenants in order to borrow additional funds. At December 31, 2002, Protection One was in compliance with the covenants under its debt instruments. The most restrictive of these covenants in Protection One’s debt instruments are as follows:

  • Total Debt to EBITDA Ratio: Total debt to annualized EBITDA for the most recent quarter must be less than 6.0 to 1.0. For the quarter ended December 31, 2002, the ratio was 4.0 to 1.0.
  • EBITDA to Interest Expense Ratio: EBITDA to interest expense for the most recent quarter must be greater than 2.25 to 1.0. For the quarter ended December 31, 2002, the ratio was 3.1 to 1.0.
  • Senior Debt to EBITDA Ratio: Senior debt to annualized EBITDA for the most recent quarter must be less than 4.0 to 1.0. For the quarter ended December 31, 2002, the ratio was 2.9 to 1.0.

The indentures contain other covenants that impose operational restrictions on Protection One that are not as burdensome to Protection One as those listed above, and none are based on credit ratings. A violation of the indenture covenants would result in an event of default that would allow the lenders to declare all amounts outstanding immediately due and payable.

Following a change of control of Protection One, its revolving credit facility provided by Westar Industries becomes due in full. The holders of Protection One’s senior subordinated discount notes and convertible notes have an optional redemption at approximately 101% of par, and holders of Protection One’s senior notes and senior subordinated notes have an optional redemption at 101% of par if a change in control is coupled with two ratings downgrades.

     


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