CONFORMED COPY
AMENDMENT No. 1 and CONSENT dated as of March 3,
1998 (this "Amendment and Consent"), to the Credit
Agreement dated as of February 3, 1998 (the "Credit
Agreement"), among PACIFICORP GROUP HOLDINGS COMPANY, a
Delaware corporation ("PGH" or the "Guarantor"),
PACIFICORP ENERGYCO, an unlimited company incorporated
in England and Wales (the "Borrower"), the financial
institutions party thereto from time to time (the
"Lenders"); CITIBANK, N.A., a national banking
association ("Citibank"), as paying agent (in such
capacity, the "Paying Agent") for the Lenders, and as
issuing bank (in such capacity, the "Issuing Bank"),
and CITICORP USA, INC., a Delaware corporation
("Citicorp USA"), as collateral agent (in such
capacity, the "Collateral Agent") for the Lenders.
A. The Borrower has requested that (a) the Credit Agreement be amended
to replace Schedule 2.01 (Commitments) to the Credit Agreement with Exhibit A
hereto and (b) the Lenders consent to an increase in the price per Share to be
paid by PA pursuant to the Offer.
B. The Lenders are willing so to amend the Credit Agreement and grant
such consent on the terms and subject to the conditions herein contained.
C. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Substitution of Schedule. Schedule 2.01 to the Credit
Agreement is hereby deleted in its entirety and Exhibit A hereto is hereby
substituted therefor for all purposes under the Loan Documents.
SECTION 2. Consent. The Lenders hereby consent to the increase in the
price per Share to be paid by PA pursuant to the Offer, from the purchase price
of 765 ▇▇▇▇▇ net per Share to up to a purchase price of 820 ▇▇▇▇▇ net per Share.
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SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment and Consent, each of PGH and the Borrower
represents and warrants to each of the Lenders, the Paying Agent, the Issuing
Bank and the Collateral Agent that, after giving effect to this Amendment and
Consent, (a) the representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof, except to the extent such representations and warranties expressly
relate to an earlier date and (b) no Default or Event of Default has occurred
and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment and Consent
shall become effective on the date on which the Paying Agent shall have received
counterparts of this Amendment and Consent that, when taken together, bear the
signatures of PGH, the Borrower and the Lenders.
SECTION 5. Effect of Amendment and Consent. Except as expressly set
forth herein, this Amendment and Consent shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders, the Paying Agent, the Issuing Bank, the Collateral
Agent, the Borrower or the Guarantor 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 Borrower or the Guarantor to a consent to,
or a 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.
SECTION 6. Counterparts. This Amendment and Consent 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 an original, but all such counterparts
constitute but one and the same instrument. Delivery of any executed counterpart
of a signature page of this Amendment and Consent by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.
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SECTION 7. APPLICABLE LAW. THIS AMENDMENT AND CONSENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. Headings. The headings of this Amendment and Consent are
for purposes 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 and
Consent to be duly executed by their duly authorized officers, all as of the
date and year first above written.
PACIFICORP GROUP HOLDINGS COMPANY,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
PACIFICORP ENERGYCO,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director and Deputy
Chief Finance Officer
CITIBANK, N.A., individually as a
Lender and as Paying Agent,
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
CITICORP USA, INC., as Collateral
Agent,
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
individually as a Lender,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, individually as a Lender,
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇
Title: Vice President
EXHIBIT A
Schedule 2.01
Commitments
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| Lender | Contact Person, Telephone | Commitments |
| | and Telecopy Number | |
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| Citibank, N.A. | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | Term: $533,333,334 |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ | Revolving: $133,333,334 |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ | |
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| ▇▇▇▇▇▇▇ Sachs Credit | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | Term: $533,333,333 |
| Partners L.P. | Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ | Revolving: $133,333,333 |
| ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | | |
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| ▇▇▇▇▇▇ Guaranty Trust | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | Term: $533,333,333 |
| Company of New York | Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ | Revolving: $133,333,333 |
| ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ | | |
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