Amendment To Lease Agreement
EXHIBIT B
TO
SECURED LOAN AGREEMENT
This Amendment to Lease Agreement (this "Amendment"),
dated as of July 1, 1993, is entered into between SAN DIEGO GAS &
ELECTRIC COMPANY ("Lessee") and SANWA BANK CALIFORNIA, as Owner
Trustee ("Lessor") with reference to the following:
RECITALS
A. Lessee and Lessor's predecessor, LLOYD'S BANK
CALIFORNIA, are parties to that certain Lease Agreement dated as
of June 15, 1978 (the "Lease Agreement"), as supplemented by
Lease Supplement No. 1, dated August 1, 1978, between the
parties; and
B. Contemporaneously with the execution of this
Amendment (i) First Interstate Bank of California (formerly known
as United California Bank), as Indenture Trustee, and Lessor, as
Owner Trustee, are entering into the Second Supplemental
Indenture providing for the creation and issuance of Loan
Certificates of Series B and (ii) Lessor, Lessee, The Prudential
Insurance Company of America, Prudential Property and Casualty
Insurance Company and Prudential Reinsurance Company, as Secured
Loan Agreement Participants, BA Leasing & Capital Corporation
(formerly known as BameriLease, Inc.), as Owner Participant, and
the Indenture Trustee are entering into the Secured Loan
Agreement pursuant to which the Secured Loan Agreement
Participants will receive Loan Certificates of Series B to
evidence loans by the Secured Loan Agreement Participants to the
Owner Trustee, the proceeds of which will be used by the Owner
Trustee simultaneously to refinance all of the outstanding Loan
Certificates of Series A;
C. In order to effect the transactions contemplated
by the Second Supplemental Indenture and the Secured Loan
Agreement, the parties desire to amend the Lease Agreement as set
forth heroin.
NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and
adequacy of which are hereby specifically acknowledged, the
Parties hereto agree as follows:
1. Amendments to Lease Agreement. Lessee and
Lessor agree that the Lease Agreement is hereby amended as follows:
Exhibit B - Page 1
(a) The definition of "Documents" contained in
Section l(a) of the Lease Agreement is amended in its entirety to
read as follows:
"'Documents' shall mean the Financing Agreement, the Secured
Loan Agreement, the Trust Agreement, the Trust Agreement
Amendment, this Lease, the Lease Supplement, the Lease
Amendment, the Facilities Agreement, the Consent, the
Indenture, the Indenture Supplement, the Second Supplemental
indenture, the Contracts, the Consents to Assignment of
Contract Rights, the Deed and the Bill of Sale."
(b) The following new definitions are added to
Section l(a) of the Lease Agreement:
"'Lease Amendment' shall mean the Amendment to Lease
Agreement entered into between Lessor and Lessee as of July
1, 1993."
"'Trust Agreement Amendment' shall mean the Amendment to
Trust Agreement entered into between Owner Participant and
Owner Trustee as of June 29, 1993."
(c) Section l(e) of the Lease Agreement is amended
in its entirety to read as follows:
"Reference to Indenture. For all purposes of this Lease, the
following terms shall have the meanings given them in the
Indenture: 'Affiliate', 'Indenture Supplement', 'Second
Supplemental Indenture', 'Indenture Trustee Office', 'Loan
Certificate', 'Loan Certificates of Series A', 'Loan
Certificates of Series B', 'Majority in Interest of
Participants', 'Person', 'Secured Loan Agreement', 'Secured
Loan Agreement Participants' and 'Trust Indenture Estate',"
(d] Section 5(b) of the Lease Agreement is amended
in its entirety to read as follows:
Basic Rent. Lessee agrees to pay Basic Rent in fifty semi-
annual installments on the Semi-Annual Rent Payment Dates
during the Basic Term (i) in an amount equal to
$5,051,209.87 for each installment due from July 1, 1979
through July 1, 1993, plus any increase therein required
pursuant to Section 10(a) of the Financing Agreement if the
aggregate of Fees and Expenses under the Financing Agreement
exceed $1,650,000 and (ii) in the amount set forth on
Schedule 4 hereto for each installment due from January 1,
1994 through January 1, 2004; provided that the amount of
Basic Rent payable on any Semi-Annual Rent Payment Date
shall in no event be less than the aggregate amount of
principal and interest due and payable on the [loan
certificates on such Semi-Annual Rent Payment Date.
Exhibit B - Page 2
(e) Section 5(c) of the Lease Agreement is amended
to delete the words "Section 9(a) of the Financing Agreement" in
the second and third lines thereof and substitute therefor the
words "Section 8(a) of the Secured Loan Agreement."
(f) Section 5(d) of the Lease Agreement is amended
to delete the words Section 9(a) of the Financing Agreement" in
the ninth and tenth lines thereof and substitute therefor the words
Section 8(a) of the Secured Loan Agreement.
(g) Section 5(e) of the Lease Agreement is amended
to delete the words "Section 9(a) of the Financing Agreement" in
the fourth and fifth lines thereof and substitute therefor the
words "section 8(a) of the Secured Loan Agreement."
(h) Section 5(f)(vi) of the Lease Agreement is
amended to add the words "or the holder of any Loan Certificates"
immediately following the words "or any Participant" in each
place where they appear therein.
(i) Section 5(f)(vii) of the Lease Agreement is
amended to add the words "or the holder of any Loan Certificates"
at the end thereof.
(j) section 5(f) of the Lease Agreement is amended
to delete the words "Section 10(a) of the Financing Agreement" in
the fortieth and forty first lines thereof and substitute
therefor the words "Section 9(a) of the Secured Loan Agreement."
(k) Section 6 of the Lease Agreement is amended to
add the words ", the Secured Loan Agreement Participants"
immediately following the word "Participant" in the twenty fifth
and twenty ninth lines thereof.
(1) Section 15(d)(iii) of the Lease Agreement is
amended to delete the words "Section 11fd)(vi) of the Financing
Agreement" in the thirty third line thereof and substitute
therefor the words "section 10fd)(vi) of the Secured Loan
Agreement.,,
(m) Section 16(a) of the Lease Agreement is
amended to add the words "or Section 3.04(b) of the Second
Supplemental Indenture" at the end of the first sentence thereof.
(n) Section 20(a) of the Lease Agreement is
amended to delete the words "Section 12 of the Financing
Agreement" in the eighth line thereof and substitute therefor the
words "Section 11 of the Secured Loan Agreement."
(o) Section 21(a) of the Lease Agreement is amended
to add the words "the Secured Loan Agreement
Exhibit B - Page 3
participants," immediately following the words "the participants,"
in each place where they appear therein.
(p) Sections 21(b) and (c) of the Lease Agreement
are each amended to add the words "the Secured Loan Agreement
participants," immediately following the words "each participant,"
in each place where they appear therein.
(q) Section 21(d) of the Lease Agreement is amended
(i) to delete the words "Financing Agreement" in the sixth line
thereof and substitute therefor the words "Secured Loan Agreement"
and (ii) to add the words "the Lease Amendment," immediately
following the words "the Lease Supplement," in the sixth and
fifteenth lines thereof.
(r) Section 21(e) of the Lease Agreement is amended
to add the words "and the Secured Loan Agreement participants"
immediately following the words "any Participant" in the first line
thereof.
(s) Sections 22(e) and (f) of the Lease Agreement
are amended to delete the words "the Financing Agreement" and
substitute therefor the words "Secured Loan Agreement" in each
place where they appear therein.
(t) Annex 1 to this Amendment hereby replaces
Schedule 1 to the Lease Agreement.
(u) Annex 2 to this Amendment is hereby added to the
Lease Agreement as new Schedule 4 thereto.
2. Consent to Second Supplemental Indenture. In order
to further secure and provide for the payment of the indebtedness
evidenced by the Loan Certificates, the Owner Trustee provides in
the Second Supplemental Indenture, among other things, for the
grant, conveyance, assignment, transfer, mortgage and pledge of,
and the creation of a first priority perfected security interest
for the benefit of the indenture Trustee in and to, all of the
right, title and interest of the Owner Trustee in, to and under
this Amendment as provided in the Assignment Clause of the Second
Supplemental Indenture. Lessee hereby consents to the terms of the
Second Supplemental Indenture, including, without limitation, the
issuance to the Secured Loan Agreement Participants of Lean
Certificates of Series B thereunder, and such grant, conveyance,
assignment, transfer, mortgage, pledge and creation.
3. Continued Effectiveness. Except as expressly
modified by this Amendment, the provisions of the Lease Agreement
shall remain in full force and effect and are hereby ratified and
confirmed. The parties hereto agree that the terms of this
Amendment, to the extent inconsistent with the terms of any
Exhibit B - Page 4
operative Document, shall control and supersede the terms of such
Operative Document.
4. Effectiveness. This Amendment Shall be effective as
of the date first above written, provided that on or before such
date the Loan Certificates of Series B have been issued to the
Secured Loan Agreement Participants as provided in the Second
Supplemental Indenture.
5. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all of such separate counterparts shall together
constitute but one and the same instrument.
Exhibit B - Page 5
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
SAN DIEGO GAS & ELECTRIC COMPANY
By:
___________________________________________
Its: Vice President - Finance and Treasurer
SANWA BANK CALIFORNIA
By:
___________________________________
Its: Vice President
By:
___________________________________
Its: Vice President
Exhibit B - Page 6
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
On July 1, 1993 before me,
_________________________________________ , personally appeared
M.K. Malquist, Vice President - Finance and Treasurer of San Diego
Gas & Electric Company personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names
are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ______________________________
(notarial seal)
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN FRANCISCO )
On July 1, 1993 before me,
___________________________________, personally appeared
____________________________________________, Vice Presidents of
Sanwa Bank California personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names
are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ___________________________________
(notarial seal)
Exhibit B - Page 7
ANNEX 1
TO
AMENDMENT TO LEASE AGREEMENT
SCHEDULE 1
TO
LEASE AGREEMENT
STIPULATED LOSS VALUES
The Stipulated Loss Value of the Equipment as of a
particular date shall mean the product derived from multiplying
(i) the percentage figure opposite the appropriate Semi-Annual
Rent Payment Date set forth in the table appearing below by (ii)
Lessor's Cost. Stipulated Loss Value does not include any Rent
unpaid as of or due on such Date, or any amounts for which Lessee
may be obligated for indemnification under Sections 12, 13 and 24
of the Lease.
Semi-Annual Semi-Annual Percentage of
Rent Payment No. Rent Payment No. Lessor's Cost
- ---------------- ---------------- -------------
30 01/01/1994 74.64639139
31 07/01/1994 70.68790928
32 01/01/1995 70.36526851
33 07/01/1995 66.27903401
34 01/01/1996 65.83777900
35 07/01/1996 61.63310228
36 01/01/1997 61.08070334
37 07/01/1997 56.76701751
38 01/01/1998 56.10895047
39 07/01/1998 51.68997695
40 01/01/1999 50.92809675
41 07/01/1999 46.40596936
42 01/01/2000 45.54251785
43 07/01/2000 40.91956147
44 01/01/2001 39.95697961
45 07/01/2001 35.23572462
46 01/01/2002 34.16997374
47 07/01/2002 29.33823085
48 01/01/2003 28.14517621
49 07/01/2003 23.18499171
50 01/01/2004 20.00000000
Exhibit B - Page 8
ANNEX 2
TO
AMENDMENT TO LEASE AGREEMENT
SCHEDULE 4
TO
LEASE AGREEMENT
RENT PAYMENT SCHEDULE
Semi-Annual Semi-Annual Rent Amount
Rent Payment No. Rent Payment Date
- ---------------- ----------------- ------------
3O 01/01/1994 $2,509,015.62
31 07/01/1994 7,527,046.87
32 01/01/1995 2,509,015.62
33 07/01/1995 7,527,046.87
34 01/01/1996 2,509,015.62
35 07/01/1996 7,527,046.87
36 01/01/1997 2,509,015.62
37 07/01/1997 7,527,046.87
38 01/01/1998 2,509,015.62
39 07/01/1998 7,527,046.87
40 01/01/1999 2,509,015.62
41 07/01/1999 7,527,046.87
42 01/01/2000 2,509,015.62
43 07/01/2000 7,527,046.87
44 01/01/2001 2,509,015.62
45 07/01/2001 7,527,046.87
46 01/01/2002 2,509,015.62
47 07/01/2002 7,527,046.87
48 01/01/2003 2,509,015.62
49 07/01/2003 7,527,046.87
50 01/01/2004 4,990,153.30
Exhibit B - Page 9