SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
among: ENSERCH EXPLORATION, INC., a corporation formed under the laws of
the State of Texas (the "Company"); each of the Lenders (as defined in the
Credit Agreement as hereafter defined) that is a signatory hereto; THE
CHASE MANHATTAN BANK, a New York banking corporation (in its individual
capacity, "Chase"), as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the
"Administrative Agent"); as auction agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Auction
Agent"); and as syndication agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Syndication Agent");
Citibank, N.A. a national banking association (in its individual
capacity, "Citibank") and as documentation agent for the Lenders (in such
capacity, together with its successors in such capacity, the
"Documentation Agent") and The Bank of New York, The Bank of Nova Scotia,
Bankers Trust Company, Canadian Imperial Bank of Commerce, The First
National Bank of Chicago, NationsBank of Texas, N.A. and Royal Bank of
Canada as co-agents (in such capacity, together with their successors in
such capacity, the Co-Agents").
R E C I T A L S
A. The Company, the Agents, and the Lenders have entered into that
certain Credit Agreement dated as of May 1, 1995 as amended by First
Amendment to Credit Agreement dated as of September 16, 1996
(collectively, the "Credit Agreement"), pursuant to which the Lenders have
agreed to make certain loans and extensions of credit to the Company upon
the terms and conditions as provided therein; and
B. The Company, the Agents, and the Lenders now desire to make
certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements
herein expressed, the parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.
2. As used in the Agreement, the terms "Administrative Agent,"
"Auction Agent," "Citibank," "Co-Agents," "Documentation Agent" and
Syndication Agent" shall have the meaning indicated above.
3. The definitions of "Agent", "Agreement", "Applicable Margin" and
"Revolving Credit Termination Date" in Section 1.02 of the Credit
Agreement are hereby amended to read as follows:
"Agents" shall mean the Administrative Agent, the
Syndication Agent and/or the Auction Agent and the Co-Agents.
"Agreement" shall mean this Credit Agreement as amended by
First Amendment and Second Amendment, as the same may from time
to time be amended or supplemented.
"Applicable Margin" shall mean the following rates per
annum as are applicable based upon the Debt to Capital Ratio
calculated as of the last day of a fiscal quarter of the Company
to be effective for any Committed Loan outstanding or for the
facility fee during the period from the Financial Statement
Delivery Date following such fiscal quarter to but not including
the next succeeding Financial Statement Delivery Date:
Debt to Capital Ratio
Greater than
or equal to 25% 35% 45% Over
but less than 25% 35% 45% 55% 55%
Facility Fee .090% .110% .125% .150% .200%
Eurodollar Loans .210% .240% .275% .325% .450%
Base Rate Loans 0% 0% 0% 0% 0%
"Revolving Credit Termination Date" shall mean, unless the
Commitments are sooner terminated pursuant to Sections 2.03(a)
or 10.02, June 27, 2002.
4. Section 1.02 of the Credit Agreement is hereby supplemented,
where alphabetically appropriate, with the addition of the following
definitions:
"First Amendment" shall mean that certain First Amendment
to Credit Agreement dated as of September 16, 1996, among the
Company, the Lenders and the Agents."
"Second Amendment" shall mean that certain Second
Amendment to Credit Agreement dated as of June 27, 1997, among
the Company, the Lenders and the Agents."
5. Section 2.02(b) of the Credit Agreement is hereby amended to read
as follows:
"(b) Minimum Amounts. All Borrowings of Base Rate Loans
shall be in amounts of at least $5,000,000 or the remaining
balance of the Aggregate Commitments, if less, or any whole
multiple of $1,000,000 in excess thereof, and all Borrowings in
the form of Eurodollar Loans shall be in amounts of at least
$5,000,000 or any whole multiple of $1,000,000 in excess
thereof."
6. Section 2.09(h) of the Credit Agreement is hereby deleted in its
entirety.
7. Section 8.08 of the Credit Agreement is hereby amended by
substituting "25%" for "15%" in the first sentence of such section.
8. Section 9.01 of the Credit Agreement is hereby amended to read
as follows:
"Section 9.01 Debt to Capital Ratio. The Company will
not permit its ratio ("Debt to Capital Ratio") expressed as a
percentage of (i) Debt of the Company and its Consolidated
Subsidiaries on a consolidated basis ("Consolidated Debt") to
(ii) the sum of Consolidated Debt plus Net Worth to exceed 60%
at any time; provided that in no event will Consolidated Debt
ever exceed $1,000,000,000."
9. The second sentence of Section 11.01 of the Credit Agreement is
hereby amended to read as follows:
"The Syndication Agent, Documentation Agent and Co-Agents,
in such capacities, shall have no duties or responsibilities and
shall incur no liabilities under the Loan Documents."
10. Attached to this Amendment is a new Annex 1 to the Credit
Agreement.
11. This Amendment shall become binding on the Lenders when, and only
when, the Administrative Agent shall have received each of the following
in form and substance satisfactory to the Administrative Agent or its
counsel:
(a) counterparts of this Amendment executed by the Company, the
Agents and the Lenders;
(b) prepayment by the Company of all outstanding Loans and
accrued interest, and the Company will pay accrued fees on June 30,
1997 and, within 30 days of presentation of a bill by each Lender,
other expenses due under the Credit Agreement, including without
limitation, payment of breakage costs under Section 5.05 of the Credit
Agreement in connection with this prepayment of the Loans;
(c) refunding of the Loans prepaid in clause (b) above by the
Lenders set forth on Annex 1 attached hereto in proportion to their
respective Percentage Shares, with the Administrative Agent netting
such prepayments and fundings to the extent administratively
convenient;
(d) issuance of new Notes to the extent necessary to the
Lenders on Annex 1 attached hereto, duly completed and executed;
(e) a certificate of the Secretary or an Assistant Secretary
of the Company setting forth resolutions of its board of directors with
respect to the authorization of the Company to execute, deliver and
perform this Amendment; and
(f) such other documents as it or its counsel may reasonably
request.
12. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the
Credit Agreement shall remain in full force and effect in accordance with
its terms.
13. The Company hereby reaffirms that as of the date of this
Amendment, the representations and warranties contained in Article VII of
the Credit Agreement are true and correct on the date hereof as though
made on and as of the date of this Amendment, except as such
representations and warranties are expressly limited to an earlier date.
14. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS, OTHER THAN THE CONFLICT OF LAWS
RULES THEREOF.
15. This Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
16. The Lenders listed on Annex 1 attached hereto are for all
purposes Lenders under the Loan Documents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of June 27, 1997.
COMPANY: ENSERCH EXPLORATION, INC.
By:_____________________________
Name:
Title:
LENDER AND ADMINISTRATIVE AGENT, THE CHASE MANHATTAN BANK
SYNDICATION AGENT AND
AUCTION AGENT:
By:_____________________________
Name:
Title:
LENDER AND DOCUMENTATION CITIBANK, N.A.
AGENT:
By:_____________________________
Name:
Title:
LENDERS: THE BANK OF NEW YORK
By:_____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_____________________________
Name:
Title:
BANKERS TRUST COMPANY
By:_____________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By:_____________________________
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:_____________________________
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:_____________________________
Name:
Title:
ROYAL BANK OF CANADA
By:_____________________________
Name:
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:_____________________________
Name:
Title:
THE FUJI BANK, LTD.
By:_____________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By:_____________________________
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:_____________________________
Name:
Title:
MELLON BANK, N.A.
By:_____________________________
Name:
Title:
THE SANWA BANK, LIMITED
By:_____________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:_____________________________
Name:
Title:
UNION BANK OF SWITZERLAND
HOUSTON AGENCY
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:_____________________________
Name:
Title:
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:_____________________________
Name:
Title: