EXHIBIT 10A
[CONFORMED COPY]
THIRD AMENDMENT
TO CREDIT AGREEMENT
This THIRD AMENDMENT, dated as of April 24, 2002, (this "Amendment") is
made to that certain FIVE-YEAR SECOND AMENDED AND RESTATED COMPETITIVE ADVANCE
AND REVOLVING CREDIT FACILITY AGREEMENT, dated as of February 25, 2000 and
amended as of February 23, 2001 and February 22, 2002 (as amended, the "Credit
Agreement"), among TXU CORP., a Texas corporation ("TXU"), and TXU US HOLDINGS
COMPANY (formerly "TXU Electric Company"), a Texas corporation and a wholly
owned subsidiary of TXU ("Holdings" and, together with TXU, the "Borrowers", and
each individually, a "Borrower"); the Lenders party thereto (the "Lenders"); and
JPMORGAN CHASE BANK (formerly "The Chase Manhattan Bank"), as Competitive
Advance Facility Agent (in such capacity, the "CAF Agent"), as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"; and,
together with the CAF Agent, the "Agents") and as fronting bank for the Letters
of Credit issued thereunder (in such capacity, the "Fronting Bank").
PRELIMINARY STATEMENT:
The Borrowers, the Lenders, the Agents and the Fronting Bank previously
entered into the Credit Agreement. The Borrowers have requested that the
Lenders, the Agents and the Fronting Bank agree to the amendment of the Credit
Agreement as set forth herein, and the Lenders, the Agents and the Fronting Bank
have agreed to such request, subject to the terms and conditions of this
Amendment. Therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendment. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended
as follows:
(a) The definition of "Consolidated Earnings Available for Fixed
Charges" set forth in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Consolidated Earnings Available for Fixed Charges" for any
twelve-month period shall mean (i) consolidated net income, calculated
after deducting preferred stock dividends and preferred securities
distributions of Subsidiaries, but before any extraordinary items and
before the effect in such twelve-month period of any change in
accounting principles promulgated by the Financial Accounting Standards
Board becoming effective after December 31, 2001, less (ii) allowances
for equity funds used during construction to the extent that such
allowances, taken as a whole, increased such consolidated net income,
plus (iii) provisions for Federal income taxes, to the extent that such
provisions, taken as a whole, decreased such consolidated net income,
plus
2
(iv) Consolidated Fixed Charges, all determined for such twelve-month
period with respect to TXU and its Consolidated Subsidiaries on a
consolidated basis; provided, however, that in computing Consolidated
Earnings Available for Fixed Charges for any twelve-month period the
following amounts shall be excluded to the extent otherwise included
pursuant to the foregoing: (A) the effect of any regulatory
disallowances resolving fuel or other issues in any proceeding before
the Commission or the Railroad Commission of Texas in an aggregate
amount not to exceed $100,000,000, (B) any non-cash book losses
relating to the sale or write-down of assets, (C) one-time costs of up
to $100,000,000 incurred in connection with the restructuring of
certain subsidiaries of TXU in connection with the 1999 Texas electric
industry restructuring legislation (as described in TXU's filings with
the SEC) and (D) up to $100,000,000 of costs incurred in connection
with write-offs relating to the regulatory settlement plan, initially
filed with the Commission on December 31, 2001, of TXU Electric and
certain of its Subsidiaries (as described in TXU's filings with the
SEC).
(b) The definition of "Equity-Linked Securities" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"Equity-Linked Securities" shall mean units, however
denominated, consisting of (i) contracts to purchase common stock of
TXU and (ii) (A) debt or preferred securities of TXU or a Subsidiary of
TXU, provided, that such debt or preferred securities may not contain
provisions permitting them to be put to TXU or such Subsidiary prior to
the settlement of the related purchase contract or portion thereof or
(B) U.S. Treasury securities.
(c) The definition of "First Mortgage" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"First Mortgage" shall mean (i) the Oncor Mortgage, (ii) any
mortgage and deed of trust entered into by Oncor in order to refund or
replace, or in substitution for, the Oncor Mortgage, and (iii) if and
for so long as any first mortgage bonds are issued and outstanding
under the Oncor Mortgage, any other indenture or instrument of Oncor
pursuant to which Oncor issues debt securities secured directly or
indirectly by (A) the Lien created by the Oncor Mortgage and/or (B) any
property of Oncor.
(d) The following definition is hereby added to Section 1.01 of the
Credit Agreement:
"Oncor" shall mean Oncor Electric Delivery Company, a Texas
corporation.
(e) The definition of "TXU Electric Mortgage" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
"Oncor Mortgage" shall mean the Mortgage and Deed of Trust,
dated as of December 1, 1983, from TXU Electric Company to Irving Trust
Company (now The Bank of New York), Trustee, as amended and
supplemented from time to time and as assumed by Oncor.
3
(f) The definition of "Operating Agreements" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
"Operating Agreements" shall mean (i) the Operating Agreement,
dated April 28, 1978, as amended by the Modification of Operating
Agreement, dated April 20, 1979, among TXU Mining and TXU Electric
(successor to Dallas Power & Light Company, Texas Electric Service
Company and Texas Power & Light Company) and TXU Energy Company LLC,
TXU Energy Retail Company LP and TXU Generation Company LP (pursuant to
the Assumption Agreement, dated December 31, 2001, by and among TXU
Electric, TXU Energy Company LLC, TXU Energy Retail Company LP and TXU
Generation Company LP) (the "TXU Mining Operating Agreement"), and as
it may be amended from time to time, or (ii) the Operating Agreement,
dated December 15, 1976, between TXU Fuel and Dallas Power & Light
Company, Texas Electric Service Company and Texas Power & Light Company
(the "TXU Fuel Operating Agreement"), as it may be amended from time to
time; provided, that no amendment of the TXU Mining Operating Agreement
or the TXU Fuel Operating Agreement shall increase the scope of any
Lien permitted under Section 5.10(j).
(g) The definition of "Subsidiary Borrower Earnings Available for Fixed
Charges" set forth in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Subsidiary Borrower Earnings Available for Fixed Charges" for
any twelve-month period for any Subsidiary Borrower shall mean (i)
consolidated net income, calculated after deducting preferred stock
dividends and preferred securities distributions of Subsidiaries, but
before any extraordinary items and before the effect in such
twelve-month period of any change in accounting principles promulgated
by the Financial Accounting Standards Board becoming effective after
December 31, 2001, less (ii) allowances for equity funds used during
construction to the extent that such allowances, taken as a whole,
increased such consolidated net income, plus (iii) provisions for
Federal income taxes, to the extent that such provisions, taken as a
whole, decreased such consolidated net income, plus (iv) Subsidiary
Borrower Fixed Charges, all determined for such twelve-month period
with respect to such Subsidiary Borrower and its Subsidiaries on a
consolidated basis; provided, however, that in computing Subsidiary
Borrower Earnings Available for Fixed Charges for any twelve-month
period the following amounts shall be excluded to the extent otherwise
included pursuant to the foregoing: (A) the effect of any regulatory
disallowances resolving fuel or other issues in any proceeding before
the Commission or the Railroad Commission of Texas in an aggregate
amount not to exceed $100,000,000, (B) any non-cash book losses
relating to the sale or write-down of assets, (C) one-time costs of up
to $100,000,000 incurred in connection with the restructuring of
certain subsidiaries of TXU in connection with the 1999 Texas electric
industry restructuring legislation (as described in TXU's filings with
the SEC) and (D) up to $100,000,000 of costs incurred in connection
with write-offs relating to the regulatory settlement plan, initially
filed with the Commission on December 31, 2001, of TXU Electric and
certain of its Subsidiaries (as described in TXU's filings with the
SEC).
4
(h) The definition of "TXU" set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"TXU" shall mean TXU Corp., a Texas corporation.
(i) The definition of "TXU Electric" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"TXU Electric" shall mean TXU US Holdings Company, a Texas
corporation (formerly TXU Electric Company).
(j) The definition of "TXU Mining" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"TXU Mining" shall mean TXU Mining Company LP, a Texas limited
partnership, and its successors.
(k) The definition of "U.K. Facility Agreements" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"U.K. Facility Agreements" shall mean the Amended and Restated
Facilities Agreements with respect to a (pound)900 million term
facility, a (pound)230 million revolving credit facility and a
(pound)600 million revolving credit facility, each dated November 19,
2001, among TXU Europe Limited, the lenders parties thereto and certain
other parties named therein, as amended, modified or supplemented from
time to time.
(l) Section 5.10 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
SECTION 5.10. Limitation on Liens.
Neither TXU nor any Significant Subsidiary will create or
assume or permit to exist any Lien in respect of any property or assets
of any kind (real or personal, tangible or intangible) of TXU or any
Significant Subsidiary, or sell any such property or assets subject to
an understanding or agreement, contingent or otherwise, to repurchase
such property or assets, or sell, or permit any Significant Subsidiary
to sell, any accounts receivable; provided that the provisions of this
Section shall not prevent or restrict the creation, assumption or
existence of:
(a) any Lien in respect of any such property or
assets of any Significant Subsidiary to secure indebtedness
owing by it to TXU or any Wholly Owned Subsidiary of TXU; or
(b) Liens (including capital leases) in respect
of property acquired by TXU or any Significant Subsidiary, to
secure the purchase price, or the cost of construction and
development, of such property (or to secure indebtedness
incurred prior to, at the time of, or within 120 days after
the later of the acquisition of such property and the
commencement of operating of such property
5
for the purpose of financing the acquisition, or the cost of
construction and development, of such property), or Liens
existing on any such property at the time of acquisition of
such property by TXU or such Significant Subsidiary, whether
or not assumed, or any Lien in respect of property of any
person existing at the time such person becomes a Subsidiary
of TXU; or agreements to acquire any property or assets under
conditional sale agreements or other title retention
agreements, or capital leases in respect of any other
property; provided, that
(A) the aggregate principal amount of
Indebtedness secured by all Liens in respect of any
such property shall not exceed the cost (as
determined by the Board of Directors or analogous
governing body of TXU or such Significant Subsidiary,
as the case may be) of such property at the time of
acquisition thereof (or (x) in the case of property
covered by a capital lease, the fair market value, as
so determined, of such property at the time of such
transaction, or (y) in the case of a Lien in respect
of property existing at the time such person becomes
a Subsidiary of TXU the fair market value, as so
determined of such property at such time), and
(B) at the time of the acquisition of the
property by TXU or such Significant Subsidiary, or at
the time such person becomes a Subsidiary of TXU, as
the case may be, every such Lien shall apply and
attach only to the property originally subject
thereto and fixed improvements constructed thereon;
or
(c) refundings or extensions of any Lien
permitted in the foregoing paragraph (b) for amounts not
exceeding the principal amount of the Indebtedness so refunded
or extended or the fair market value (as determined by the
Board of Directors (or analogous governing body) of TXU or
such Significant Subsidiary, as the case may be) of the
property theretofore subject to such Lien, whichever shall be
lower, in each case at the time of such refunding or
extension; provided, that such Lien shall apply only to the
same property theretofore subject to the same and fixed
improvements constructed thereon; or
(d) sales subject to understandings or
agreements to repurchase; provided that the aggregate sales
price for all such sales (other than sales to any
governmental instrumentality in connection with such
instrumentality's issuance of indebtedness, including without
limitation industrial development bonds and pollution control
bonds, on behalf of TXU or any Significant Subsidiary) made
in any one calendar year shall not exceed $50,000,000; or
(e) any production payment or similar interest
which is dischargeable solely out of natural gas, coal,
lignite, oil or other mineral to be produced from the
property subject thereto and to be sold or delivered by TXU
or any Significant Subsidiary; or
(f) any Lien, including in connection with
sale-leaseback transactions, created or assumed by any
Significant Subsidiary on natural gas, coal, lignite, oil
6
or other mineral properties or nuclear fuel owned or leased by
such Subsidiary, to secure loans to such Subsidiary in an
aggregate amount not to exceed $400,000,000; provided, that
neither TXU nor any Subsidiary of TXU shall assume or
guarantee such financings; or
(g) any Lien (whenever incurred) on assets owned
by TXU or any Subsidiary thereof as of April 24, 2002 and any
fuel, operating and maintenance or similar contract related
thereto securing Indebtedness of TXU or such Subsidiary in an
aggregate amount not to exceed 10% of the consolidated assets
of TXU; or
(h) leases (other than capital leases) now or
hereafter existing and any renewals and extensions thereof
under which TXU or any Significant Subsidiary may acquire or
dispose of any of its property, subject, however, to the terms
of Section 5.09; or
(i) any Lien created or to be created by the
First Mortgage; or
(j) any Lien on the rights of the TXU Mining or
TXU Fuel existing under their respective Operating Agreements;
or
(k) pledges or sales by TXU or any of its
Subsidiaries (other than TXU Electric) of its accounts
receivable including customers' installment paper; or
(l) the pledge of current assets, in the
ordinary course of business, to secure current liabilities; or
(m) Permitted Encumbrances; or
(n) Permitted Security Interests (as such term
is defined in the U.K. Facility Agreement) created by any
Significant Subsidiary subject to the U.K. Facility Agreement;
or
(o) the Liens in favor of the Administrative
Agent on funds in the Cash Collateral Account and on the Cash
Collateral Account to secure the reimbursement obligations in
respect of Letters of Credit and comparable Liens created to
secure reimbursement obligations for other letters of credit
issued for the account of any Borrower or any of its
Subsidiaries; or
(p) any Lien incurred in connection with the
issuance of Qualified Transition Bonds.
(m) Subsection (f) of Article VI of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
(f) TXU shall no longer own, directly or indirectly, all
the outstanding common stock of TXU Electric (or any successor);
7
(n) Section 8.04(b) is hereby amended so that each reference to
"$15,000,000" therein shall be amended to be a reference to "$5,000,000".
SECTION 3. Conditions of Effectiveness. Section 2 of this Amendment
shall become effective as of the date first set forth above (the "Amendment
Date") when each of the following conditions shall have been fulfilled:
(i) the Required Lenders, TXU and Holdings shall each have
executed and delivered to the Administrative Agent a counterpart of
this Amendment;
(ii) the following statements shall be true and correct and the
Administrative Agent shall have received a certificate of a duly
authorized officer of TXU, dated the Amendment Date and in sufficient
copies for each Lender, stating that:
(A) the representations and warranties of each Borrower set
forth in Section 4 hereof are true and correct on and as of the
Amendment Date as though made on and as of such date; and
(B) no event has occurred and is continuing that
constitutes a Default or an Event of Default.
SECTION 4. Representations and Warranties. Each Borrower represents
and warrants that (a) the representations and warranties contained in Article
III of the Credit Agreement (with each reference therein to "this Agreement",
"hereunder" and words of like import referring to the Credit Agreement being
deemed to be a reference to this Amendment and the Credit Agreement as amended
hereby) are true and correct on and as of the Amendment Date as though made on
and as of such date, and (b) no event has occurred and is continuing, or would
result from the execution and delivery of this Amendment, that constitutes a
Default or an Event of Default.
SECTION 5. Effect on the Credit Agreement. Except as specifically
provided above, the Credit Agreement 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 the
Lenders, the Agents or the Fronting Bank under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
SECTION 6. Costs, Expenses and Taxes. The Borrowers agree jointly and
severally to pay on demand all costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto, and all costs and expenses
(including, without limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment or such other instruments and documents. In
addition, the Borrowers agree jointly and severally to pay any and all stamp and
other taxes payable or determined to be payable in connection with the execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, and agree jointly and severally to save the Agents, the
Fronting Bank and the Lenders harmless from and against any and all liabilities
with respect to or resulting from any
8
delay in paying or omission to pay such taxes.
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 instrument.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of the New York.
[Signature pages to follow]
S-1
TXU CORP.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer and Assistant Secretary
TXU US HOLDINGS COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer and Assistant Secretary
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-2
JPMORGAN CHASE BANK
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-3
ABN AMRO BANK N.V.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇
Title: Assistant Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-4
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-5
BNP PARIBAS
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-6
BARCLAYS BANK PLC
By /s/ Sydney ▇. ▇▇▇▇▇▇
----------------------------------------
Name: Sydney ▇. ▇▇▇▇▇▇
Title: Director
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-7
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-8
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-9
CITIBANK, NA
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ AND
GRAND CAYMAN BRANCHES
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: SVP & Manager
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-11
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-12
CREDIT SUISSE FIRST BOSTON
By /s/ ▇▇▇▇ ▇.▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇.▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-13
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-14
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-15
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-16
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-17
WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as FIRST UNION NATIONAL
BANK
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-18
GUARANTY FEDERAL BANK, FSB
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-19
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-20
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-21
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-22
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-23
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORP
By /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-24
NATIONAL AUSTRALIA BANK LIMITED
A.C.N. 004044937
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Project and Energy
Finance, US
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-25
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-26
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-27
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-28
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-29
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-30
TORONTO DOMINION (TEXAS), INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-31
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Associate Director
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Associate Director
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
▇-▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-33
FLEET NATIONAL BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-34
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-35
UBS AG, STAMFORD BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇. Saint
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Saint
Title: Associate Director Banking
Products Services, US
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director Banking Products
Services, US
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-36
BANK OF AMERICA, N.A.
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Principal
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
S-37
[THIS PAGE INTENTIONALLY LEFT BLANK]
Signature Page to Third Amendment to Five-Year Second Amended and Restated
Competitive Advance and Revolving Credit Facility
