EXHIBIT 4.10
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SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
among
NGC CORPORATION,
as the Borrower,
and
THE FIRST NATIONAL BANK OF CHICAGO,
as the Agent for the Lenders,
and
THE CHASE MANHATTAN BANK
and
NATIONSBANK OF TEXAS, N.A.,
Individually and as Co-Agents for the Lenders,
and
THE LENDERS PARTY THERETO
Dated as of February 20, 1998
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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 20, 1998, is among NGC Corporation, a Delaware corporation, as Borrower
(the "Borrower"), the Lenders parties thereto, The First National Bank of
Chicago, as Agent, and The Chase Manhattan Bank and NationsBank of Texas, N.A.,
as Co-Agents (the "Co-Agents"). Capitalized terms used herein, unless otherwise
defined, have the meanings assigned to them in the Credit Agreement. The
parties hereto agree as follows:
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents have heretofore entered into a certain Amended and Restated Credit
Agreement, dated as of June 27, 1997 as amended by that certain First Amendment
to Amended and Restated Credit Agreement, dated as of November 24, 1997 (herein,
as so amended, called the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents now intend to amend the Credit Agreement in certain respects as
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents hereby agree as follows:
SECTION 1. Amendment of Credit Agreement
A. Amendment of Section 1.1.
(i) The term "Additional Guaranty", its definition and all references to
such term are hereby deleted in their entirety.
(ii) The term "Guarantor", its definition and all references to such term
are hereby deleted in their entirety.
(iii) The term "Guarantor Discontinuance Test", its definition and all
references to such term are hereby deleted in their entirety.
(iv) The term "Subsidiary Guaranty", its definition and all references to
such term are hereby deleted in their entirety.
B. Amendment of Section 6.1.3. Section 6.1.3 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
[INTENTIONALLY OMITTED]
C. Amendment of Section 7.10. Section 7.10 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
[INTENTIONALLY OMITTED]
D. Amendment of Section 7.11. Section 7.11 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
[INTENTIONALLY OMITTED]
E. Amendment of Section 8.2 (v). Section 8.2 (v) is hereby amended and
restated in its entirety to read as follows:
[INTENTIONALLY OMITTED]
F. Amendment of Section 12.2.2. Section 12.2.2 is hereby amended by
deleting the words "any Guarantor of any such Loan or Letter of Credit or
releases" appearing in the penultimate line of Section 12.2.2.
G. Amendment of Exhibit "J-1". Exhibit "J-1" to the Credit Agreement
and all references to Exhibit "J-1" in the Credit Agreement are hereby deleted
in their entirety.
SECTION 2. The Borrower, the Administrative Agent and the Lenders each
acknowledge and agree that each of Natural Gas Clearinghouse's, NGC Oil Trading
and Transportation, Inc.'s, NGC Futures, Inc.'s, Electric Clearinghouse, Inc.'s,
Kansas Gas Supply Corporation's, NGC Great Britain, Ltd.'s, NGC Canada Inc.'s,
▇▇▇▇▇▇ Energy Resources, Limited Partnership's, ▇▇▇▇▇▇ Gas Liquids, Inc.'s,
▇▇▇▇▇▇ Gas Marketing, Inc.'s, ▇▇▇▇▇▇ Intrastate Gas Supply, Inc.'s, ▇▇▇▇▇▇ NGL,
Inc.'s, ▇▇▇▇▇▇ NGL Pipeline Company's, ▇▇▇▇▇▇ Petroleum Company, Limited
Partnership's, WPC LP, Inc.'s, WTLPS, Inc.'s and Destec Energy, Inc.'s
Subsidiary Guaranties are hereby released and terminated.
SECTION 3. This Amendment (or the portions thereof) shall be deemed to be
an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Credit Agreement
as amended hereby.
2
SECTION 4. THIS AMENDMENT SHALL BE A CONTRACT GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS.
SECTION 5. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Amendment by signing one or more counterparts.
IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuers, the Agent and
the Co-Agents have executed this Agreement as of the date first above written.
NGC CORPORATION
By:
----------------------------
Print Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as agent
By:
--------------------------
Print Name:
Title:
THE CHASE MANHATTAN BANK
individually and as co-agent
By:
--------------------------
Print Name:
Title:
NATIONSBANK OF TEXAS, N.A.
individually and as co-agent
By:
--------------------------
Print Name:
Title:
ABN AMRO BANK, N.V.
By:
--------------------------
Print Name:
Title:
By:
--------------------------
Print Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------
Print Name:
Title:
BANK OF MONTREAL
By:
--------------------------
Print Name:
Title:
THE BANK OF NEW YORK
By:
--------------------------
Print Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------
Print Name:
Title:
BANK OF SCOTLAND
By:
--------------------------
Print Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By:
--------------------------
Print Name:
Title:
CHRISTIANIA BANK, NEW YORK BRANCH
By:
--------------------------
Print Name:
Title:
By:
--------------------------
Print Name:
Title:
CIBC INC.
By:
--------------------------
Print Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
--------------------------
Print Name:
Title:
By:
--------------------------
Print Name:
Title:
CITIBANK, N.A.
By:
--------------------------
Print Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------
Print Name:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
--------------------------
Print Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By:
--------------------------
Print Name:
Title:
LTCB TRUST COMPANY
By:
--------------------------
Print Name:
Title:
MELLON BANK, N.A. (WEST)
By:
--------------------------
Print Name:
Title:
ROYAL BANK OF CANADA
By:
--------------------------
Print Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
--------------------------
Print Name:
Title:
SOUTHWEST BANK OF TEXAS, N.A.
By:
--------------------------
Print Name:
Title:
THE TORONTO-DOMINION BANK
By:
--------------------------
Print Name:
Title:
WESTDEUTSCHE LANDESBANK
By:
--------------------------
Print Name:
Title:
By:
--------------------------
Print Name:
Title: