AMENDMENT dated as of April 28, 1995 (this "Amendment") to
the Competitive Advance and Revolving Credit Facility Agreement
"Facility B" (the "Agreement"), dated as of April 29, 1994, among
TEXAS UTILITIES COMPANY, a Texas corporation ("TU"); TEXAS
UTILITIES ELECTRIC COMPANY, a Texas corporation and a wholly
owned subsidiary of TU ("TU Electric" and, together with TU, the
"Borrowers"); the lenders listed in Schedule 2.01 to the
Agreement (the "Lenders"); CHEMICAL BANK, a New York banking
corporation ("Chemical"), as Competitive Advance Facility Agent
(in such capacity, the "CAF Agent"); and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association ("TCB"), as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"; and, together with the CAF Agent, the
"Agents").
A. The Borrowers have requested that the Lenders agree to extend the
maturity of the Agreement, and in connection therewith to amend certain
provisions of the Agreement.
B. The Lenders are willing, on the terms, subject to the conditions
and to the extent set forth below, to extend the maturity of the Agreement and
to agree to such amendments.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Amendments. (a) Section 1.01 of the Agreement is hereby
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amended by:
(i) Deleting therefrom the definitions of "Borrowing Percentage" and
"Maturity Date" and replacing each with the following respective
definitions:
"Borrowing Percentage" shall mean (a) in the case of TU, 40%, and
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in the case of TU Electric, 100%.
"Maturity Date" shall mean the fifth anniversary of the Amendment
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Effective Date or if such anniversary does not occur on a Business
Day,
the Business Day immediately preceding such anniversary.
(ii) Deleting from the chart contained in the definition of
"Applicable Margin" the references to the Category 1 Applicable Margin of
.2500% and the Category 2 Applicable Margin of .2750% and replacing them
with .2250% and .2500%, respectively.
(iii) Deleting from the chart contained in the definition of
"Facility Fee Percentage" the references to the Category 1 Facility Fee
Percentage of .1750% and the Category 2 Facility Fee Percentage of .2250%
and replacing them with .1500% and .2000%, respectively.
(b) Section 1.01 of the Agreement is hereby amended by adding thereto
after the definition of "Alternate Base Rate" the following definition:
"Amendment Effective Date" shall mean the date on which each condition
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to effectiveness set forth in Section 3 of the Amendment to this Agreement,
dated as of April 28, 1995, has been satisfied.
(c) Section 2.05(b) of the Agreement is hereby deleted and replaced
with the following phrase: "(b) [Intentionally omitted.]"
(d) Each reference to the "Utilization Fee" contained in the
Agreement is hereby deleted.
(e) Each reference in Section 3.05 to "December 31, 1993", is hereby
replaced with a reference to "December 31, 1994", and the reference in Section
3.05(a) to "TU's 1993 Form 10-K" is hereby replaced with a reference to "TU's
1994 Annual Report on Form 10-K".
(f) The reference in Section 3.06 to "Schedule 3.06" is hereby
replaced with a reference to "Schedule 3.06 to the Amendment to this Agreement,
dated as of April 28, 1995,".
SECTION 2. Representations and Warranties. Each Borrower represents
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and warrants as of the Amendment Effective Date to each of the Lenders and the
Agents that:
(a) Before and after giving effect to this Amendment, the
representations and warranties set forth in Section 3 of the Agreement, as
amended hereby, are true and correct in all material respects with the same
effect as if made on the Amendment Effective Date,
except to the extent such representations and warranties expressly relate
to an earlier date.
(b) Before and after giving effect to this Amendment, no Event of
Default or Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
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effective as of the Amendment Effective Date when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of the Borrowers, all the Lenders and the Agents and (b) the
conditions set forth in paragraphs (a) through (d) of Section 4.02 of the
Agreement in respect of the Effective Date for the Agreement shall have been
satisfied mutatis mutandis in respect of this Amendment as of the Amendment
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Effective Date, provided the Amendment Effective Date shall not occur after
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April 28, 1995.
SECTION 4. Agreement. Except as specifically stated herein, the
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provisions of the Agreement are and shall remain in full force and effect. As
used therein, the terms "Agreement", "herein", "hereunder", "hereinafter",
"hereto", "hereof" and words of similar import shall, unless the context
otherwise requires, refer to the Agreement as amended hereby.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in two or
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more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the Agents for
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all out-of-pocket expenses incurred by them in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Agents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
TEXAS UTILITIES COMPANY,
as Borrower,
by /s/ Cathryn Hulen
--------------------------
Name: Cathryn Hulen
Title: Treasurer
TEXAS UTILITIES ELECTRIC COMPANY,
as Borrower,
by /s/ H. Dan Farell
--------------------------
Name: H. Dan Farell
Title: Senior Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually and
as Administrative Agent,
by /s/ Allen K. King
--------------------------
Name: Allen K. King
Title: Vice President
CHEMICAL BANK, individually
and as CAF Agent,
by /s/ Ronald Potter
--------------------------
Name: Ronald Potter
Title: Managing Director
BANK OF AMERICA NT & SA,
by /s/ Robert Eaton
--------------------------
Name: Robert Eaton
Title: Vice President
THE BANK OF NEW YORK,
by /s/ Nathan S. Howard
--------------------------
Name: Nathan S. Howard
Title: Vice President
THE BANK OF TOKYO, LTD.,
by /s/ John M. Mearns
--------------------------
Name: John M. Mearns
Title: Vice President &
Manager
THE CHASE MANHATTAN BANK, N.A.,
by /s/ Marc D. Galligan
__________________________
Name: Marc D. Galligan
Title: Vice President
CIBC INC.,
by /s/ Robert S. Lyle
--------------------------
Name: Robert S. Lyle
Title: Vice President
CITIBANK, N.A.,
by /s/ Anita J. Brickell
--------------------------
Name: Anita J. Brickell
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH,
by /s/ Robert Ivosevich
--------------------------
Name: Robert Ivosevich
Title: Sr. Vice President
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ T. Thomas Cheng
--------------------------
Name: T. Thomas Cheng
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY,
by /s/ Robert W. Ramage, Jr.
----------------------------
Name: Robert W. Ramage, Jr.
Title: Sr. Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED,
by /s/ John J. Sullivan
----------------------------
Name: John J. Sullivan
Title: Joint General Manager
MELLON BANK, N.A.,
by /s/ A. J. Sabatelle
----------------------------
Name: A. J. Sabatelle
Title: Vice President
THE MITSUBISHI BANK, LTD.,
HOUSTON AGENCY,
by /s/ Shoji Honda
----------------------------
Name: Shoji Honda
Title: General Manager
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY,
by /s/ Shigeki Sakanoue
----------------------------
Name: Shigeki Sakanoue
Title: First V.P. & Manager
NATIONSBANK OF TEXAS, N.A.,
by /s/ Bryan L. Diers
----------------------------
Name: Bryan L. Diers
Title: Sr. Vice President
THE SANWA BANK, LIMITED,
DALLAS AGENCY,
by /s/ Robert S. Smith
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Name: Robert S. Smith
Title: Asst. Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY,
by /s/ Christopher J. Speltz
-----------------------------
Name: Christopher J. Speltz
Title: Vice President
THE SUMITOMO BANK, LIMITED,
by /s/ Tatsuo Ueda
-----------------------------
Name: Tatsuo Ueda
Title: General Manager
THE TOKAI BANK, LIMITED,
by /s/ Masaharu Muto
-----------------------------
Name: Masaharu Muto
Title: Deputy General Manager
UNION BANK OF SWITZERLAND,
by /s/ Alfred W. Imholz
-----------------------------
Name: Alfred W. Imholz
Title: Managing Director
by /s/ Jan Buettgen
-----------------------------
Name: Jan Buettgen
Title: Vice President
Corporate Banking
SCHEDULE 3.06
TO AMENDMENT
DATED AS OF APRIL 28, 1995
Litigation
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None.