1 EXHIBIT 99(z) SECOND AMENDMENT dated as of November 24, 1995 (this "Amendment") to the Competitive Advance and Revolving Credit Facility Agreement "Facility B" (the "Agreement"), dated as of April 29, 1994, as amended by the Amendment dated as of...
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EXHIBIT 99(z)
SECOND AMENDMENT dated as of November 24,
1995 (this "Amendment") to the Competitive Advance and
Revolving Credit Facility Agreement "Facility B" (the
"Agreement"), dated as of April 29, 1994, as amended by
the Amendment dated as of April 28, 1995, 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
increase the Borrowing Percentage (such term and each other capitalized term
used but not defined herein having the meaning assigned thereto in the
Agreement) of TU.
B. The Lenders are willing, on the terms, subject to the
conditions and to the extent set forth below, 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. Amendment. Section 1.01 of the Agreement is
hereby amended by deleting therefrom the definition of "Borrowing Percentage"
and replacing it with the following definition:
"Borrowing Percentage" shall mean (a) in the case of
TU, 60%, and (b) in the case of TU Electric, 100%.
SECTION 2. Representations and Warranties. Each Borrower
represents 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
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in Section 3 of the Agreement are true and correct in all material
respects with the same effect as if made on the date hereof, 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. Condition to Effectiveness. This Amendment shall
become effective as of the date hereof when the Administrative Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrowers, the Required Lenders and the Agents.
SECTION 4. Agreement. Except as specifically stated herein,
the 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 CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in
two or 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 all out-of-pocket expenses incurred by them in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & ▇▇▇▇▇, counsel for the Agents.
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary and Assistant
Treasurer
TEXAS UTILITIES ELECTRIC COMPANY,
as Borrower,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary and Assistant
Treasurer
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually and
as Administrative Agent,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CHEMICAL BANK, individually
and as CAF Agent,
by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
BANK OF AMERICA NT & SA,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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THE BANK OF NEW YORK,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇. ▇▇▇▇▇▇
Title: VP & MANAGER
THE CHASE MANHATTAN BANK, N.A.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VICE PRESIDENT
CIBC INC.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CITIBANK, N.A.,
by /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: ATTORNEY-IN-FACT
CREDIT LYONNAIS, NEW YORK BRANCH,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
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THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Agent
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: SENIOR VICE PRESIDENT
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED,
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Joint General manager
MELLON BANK, N.A.,
by /s/ A. ▇▇▇▇ ▇▇▇▇▇
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Name: A. ▇▇▇▇ ▇▇▇▇▇
Title: Senior 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/ S. C. ▇▇▇▇▇▇▇▇▇▇
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Name: S. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President and
Chief Manager
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NATIONSBANK OF TEXAS, N.A.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
THE SANWA BANK, LIMITED,
DALLAS AGENCY,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY,
by /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
THE SUMITOMO BANK, LIMITED,
by /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: General Manager
THE TOKAI BANK, LIMITED,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Joint General Manager
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UNION BANK OF SWITZERLAND,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President