Exhibit 99 (b)
EXECUTION COPY
AMENDMENT
This AMENDMENT, dated as of April 15, 1998, among TEXAS UTILITIES
COMPANY, a Texas corporation ("TUC"), TEXAS UTILITIES ELECTRIC COMPANY, a
Texas corporation ("TU Electric"), ENSERCH CORPORATION, a Texas corporation
("Enserch" and, together with TUC and TU Electric, the "Borrowers"), the
lenders parties to the Credit Agreement referred to below (the "Lenders"), THE
CHASE MANHATTAN BANK, as Competitive Advance Facility Agent (the "CAF Agent"),
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as administrative agent for the
lenders (the "Administrative Agent" and, together with the CAF Agent, the
"Agents").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Lenders and the Agents have entered into an
Amended and Restated 364-Day Competitive Advance and Revolving Credit Facility
Agreement, dated as of April 24, 1997, as amended as of November 10, 1997 (as
amended, the "Credit Agreement"). Capitalized terms used but not defined
herein are used with the meanings assigned to them in the Credit Agreement.
(2) The Borrowers have requested that the Lenders agree to amend the
Credit Agreement to extend the Maturity Date from April 23, 1998 to April 22,
1999 and to provide for the assumption, on of after April 23, 1998, of the
Commitments of any Lenders that do not consent to such extension.
SECTION 1. Amendment to Credit Agreement. The Credit Agreement is,
effective as of the Maturity Date (as determined without giving effect to this
Amendment, the "Current Maturity Date") and subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, hereby amended by deleting
the date "April 23, 1998" from the definition of "Maturity Date" set forth in
Section 1.01 and replacing it with the date "April 22, 1999".
SECTION 2. Adjustments to the Commitments and Amendment and Restatement
of Schedule 2.01. Each Lender that consents to this Amendment by duly
completing, executing and delivering to the Administrative Agent a signature
page to this Amendment (each such Lender being an "Extending Lender") shall
also indicate on its signature page hereto whether and by what amount such
Lender would be willing, in such Lender's sole discretion, to increase its
Commitment on and after the Current Maturity Date in the event that any Lender
does not consent to this Amendment (any such Lender being a "Terminating
Lender"). The Administrative Agent may determine, in its sole discretion, the
amount by which the Commitment of each Extending Lender that has agreed to
increase its Commitment (each such Lender being an "Increasing Commitment
Lender") shall be increased; provided that (i) no Increasing Commitment
Lender's
Commitment may be increased by an amount in excess of the amount of
the increase offered by such Increasing Commitment Lender, as set forth on
such Increasing Commitment Lender's signature page to this Amendment, and (ii)
the aggregate amount of the Commitments after giving effect to all such
increases shall be equal to the aggregate amount of the Commitments
immediately prior to the Current Maturity Date. The Administrative Agent
shall notify the Lenders, no later than three Business Days prior to the
Current Maturity Date, of the Commitments of the Extending Lenders that will
be in effect on and after the Current Maturity Date, after giving effect to
any increases in such Commitments pursuant to the procedures set forth in this
Section 2, by distributing to the Extending Lenders a revised Schedule 2.01.
On and after the Current Maturity Date, and subject to the satisfaction of the
conditions precedent set forth in Section 3 below, such revised Schedule 2.01
shall constitute an amendment and restatement of Schedule 2.01 of the Credit
Agreement. From and after the Current Maturity Date, and subject to the
satisfaction of the condition precedent set forth in clause (ii) of Section 3
below, the Commitment of each Terminating Lender shall be zero.
SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Administrative Agent, on or prior to April
17, 1998, shall have received counterparts of this Amendment executed by the
Borrowers and Lenders that consent to this Amendment representing 100% of the
Commitments (after giving effect to any adjustments to the Commitments under
Section 2), and Sections 1 and 2 hereof shall become effective when, and only
when, on or prior to the Current Maturity Date:
(i) the Administrative Agent shall have additionally received (all
dated on or as of the same date, which shall be on or prior to the Current
Maturity Date):
(A) favorable opinions of Reid & Priest LLP and Worsham,
Forsythe & Wooldridge, L.L.P., each to the effect that this Amendment has been
duly authorized, executed and delivered by the Borrowers and confirming the
opinions of such counsel furnished pursuant to Section 4.01(a) of the Credit
Agreement, with references therein to the Credit Agreement to mean this
Amendment and the Credit Agreement, as amended by this Amendment;
(B) a certificate of the Secretary or Assistant Secretary of
each Borrower certifying that attached thereto are true and complete copies of
(1) the resolutions duly adopted by the Board of Directors of such Borrower
authorizing the execution and delivery of this Amendment by such Borrower and
the performance of its obligations under the Credit Agreement, as amended
hereby, and that such resolutions have not been modified, rescinded on amended
and are in full force and effect, and (2) all Governmental Approvals that
relate to such Borrower and are required in connection with the execution and
delivery of this Amendment by such Borrower and the performance of its
obligations under the Credit Agreement, as amended hereby, and that such
Governmental Approvals are
final, have not been modified, rescinded on amended, are not subject
to any pending or threatened appeal and are in full force and effect; and
(C) such other documents as the Administrative Agent shall
reasonably request; and
(ii) the principal amount of all outstanding Loans made by any
Terminating Lender, accrued interest thereon to the date of payment, and all
Facility Fees accrued to the Current Maturity Date and payable to any
Terminating Lender, together with any all other amounts payable under the
Credit Agreement to any Terminating Lender, shall have been paid in full.
SECTION 4. Representations and Warranties of the Borrowers. Each
Borrower confirms and repeats, as of the date hereof, the representations and
warranties made by such Borrower in Article III of the Credit Agreement, with
references therein to the Credit Agreement to be deemed to be references to
this Amendment and the Credit Agreement, as amended by this Amendment.
SECTION 5. Reference to and Effect on the Credit Agreement. Upon the
effectiveness of Sections 1 and 2 hereof, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended hereby. Except as specifically
amended above and as waived in the Letter Waivers, dated March 4, 1998 and
March 17, 1998, among the Borrowers, the Administrative Agent and certain
Lenders, the Credit Agreement is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any
Lender or any Agent under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.
SECTION 6. Costs and Expenses. The Borrowers agree to pay all
reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with entering into this Amendment (whether or not the transactions
hereby contemplated are consummated), or incurred by the Administrative Agent
or any Lender in connection with the enforcement of its rights in connection
with this Amendment.
SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same agreement.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
TEXAS UTILITIES COMPANY
By
Name:
Title:
TEXAS UTILITIES ELECTRIC COMPANY
By
Name:
Title:
ENSERCH CORPORATION
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:______________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Lender and as
Administrative Agent
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE CHASE MANHATTAN BANK,
as Lender and as Competitive Advance
Facility Agent
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE BANK OF NEW YORK
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE BANK OF TOKYO-MITSUBISHI, LTD.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
NATIONSBANK OF TEXAS, N.A.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
BANQUE NATIONALE DE PARIS
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CIBC OPPENHEIMER CORP.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CITIBANK, N.A.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CREDIT SUISSE FIRST BOSTON
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
FLEET NATIONAL BANK
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:____________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
MELLON BANK, N.A.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
TORONTO DOMINION (TEXAS), INC.
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CREDIT AGRICOLE INDOSUEZ
By
Name:
Title:
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
COMMERZBANK AG, ATLANTA AGENCY
By
Name:
Title:
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:_________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
CREDIT LYONNAIS
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE FIRST NATIONAL BANK OF CHICAGO
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
FIRST UNION NATIONAL BANK
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE FUJI BANK, LIMITED
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE SAKURA BANK, LIMITED
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE SANWA BANK, LIMITED, DALLAS
AGENCY
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:___________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
THE TOKAI BANK, LIMITED
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]
The undersigned Lender hereby:
Consents to the Amendment: ______________
Declines to consent to the Amendment:__________
Consents to an increase in the amount
of its Commitment, pursuant to the
provisions of Section 2 of the Amend-
ment, of up to: $_____________
WESTPAC BANKING CORPORATION
By
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT]