EXHIBIT 10.24-02
Execution Copy
AMENDMENT No. 2 dated as of July 31, 1997 (the
"Amendment"), to the CREDIT AGREEMENT dated as of February
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12, 1996 (the "Credit Agreement"), among EL PASO ELECTRIC
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COMPANY, a Texas corporation ("El Paso"), TEXAS COMMERCE
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BANK NATIONAL ASSOCIATION, a national banking association,
not in its individual capacity, but solely in its capacity
as trustee of the Rio Grande Resources Trust II (the
"Trustee"; El Paso and the Trustee are referred to
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collectively herein as the "Borrowers"), the financial
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institutions party thereto (the "Lenders") and THE CHASE
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MANHATTAN BANK, a New York banking corporation, as issuing
bank, administrative agent (in such capacity, the
"Administrative Agent") and collateral agent for the
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Lenders.
The Borrowers have requested that restrictions on acquisitions of El
Paso's capital stock contained in Section 6.06 be modified to allow the purchase
or acquisition of shares of El Paso's capital stock by El Paso from members of
management in amounts not exceeding $250,000 in the aggregate for any twelve-
month period, and the Required Lenders are willing so to amend the Credit
Agreement.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Section 6.06 of the Credit Agreement.
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Section 6.06 of the Credit Agreement is hereby amended by adding after the
existing paragraph (c) thereof a new paragraph (d) that reads as follows:
(d) so long as no Default or Event of Default shall have occurred and
be continuing or would occur as a result thereof, El Paso may
repurchase, redeem or otherwise acquire or retire for value any shares
of any class of the capital stock of El Paso or any Subsidiary of El
Paso held by any member of El Paso's (or any of its Subsidiaries')
management; provided, however, that the aggregate price paid for all
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such repurchased, redeemed, acquired or retired capital stock shall
not exceed $250,000 in any twelve-month period, plus the aggregate
cash proceeds received by
El Paso during such twelve-month period from the reissuance of shares
of any class of the capital stock by El Paso to members of management
of El Paso and its Subsidiaries.
SECTION 2. Conditions to Effectiveness. This Amendment shall become
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effective as of the date first written above on the date that the Administrative
Agent shall have received counterparts of this Amendment which, when taken
together, bear the signatures of the Required Lenders and the Borrowers.
SECTION 3. Effect of Amendment. Except as expressly set forth
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herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Collateral Agent or the Issuing Bank
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle
the Borrowers to a consent to, or waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. This Amendment shall apply and be effective only with
respect to the provision of the Credit Agreement specifically referred to
herein.
SECTION 4. Counterparts. This Amendment may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
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. Headings. The headings of this Amendment are for purposes
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of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date first
above written.
EL PASO ELECTRIC COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VP-Treasurer & CFO
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, not in
its individual capacity, but
solely in its capacity as
Trustee,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
Collateral Agent and
Issuing Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, a unit of The Chase
Manhattan Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
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GUARANTY FEDERAL BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President
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