FIRST AMENDMENT
Exhibit
10.2
CONFORMED
COPY
FIRST
AMENDMENT
FIRST
AMENDMENT, dated as of November 30, 2005 (this “First
Amendment”),
to
the Credit Agreement, dated as of April 8, 2005 (as amended, supplemented,
restated or otherwise modified from time to time, the “Credit
Agreement”)
among
PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (the “Borrower”),
the
several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the “Lenders”),
CITIGROUP
GLOBAL MARKETS, INC. and X.X. XXXXXX SECURITIES INC., as joint lead arrangers
and joint bookrunners (together and in such capacities, the “Arrangers”),
JPMORGAN CHASE BANK, N.A. (“JPMorgan
Chase Bank”),
as
syndication agent (in such capacity, the “Syndication
Agent”),
BARCLAYS BANK PLC, BNP PARIBAS and DEUTSCHE BANK SECURITIES INC., as
documentation agents (together and in such capacities, the “Documentation
Agents”),
and
CITICORP NORTH AMERICA, INC. (“Citicorp”),
as
administrative agent (in such capacity, together with any successors thereto,
the “Administrative
Agent”).
W
I T
N E S S E T H:
WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make certain loans
and other extensions of credit to the Borrower;
WHEREAS,
the Borrower has requested, and, upon this First Amendment becoming effective,
the Lenders have agreed, that certain provisions of the Credit Agreement be
amended as set forth below;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
SECTION
1. Defined
Terms.
Unless otherwise defined herein, capitalized terms that are defined in the
Credit Agreement are used herein as therein defined.
SECTION
2. Amendments
to Section 1.1 (Defined Terms).
(a) The
definition of “Applicable Margin” that appears in Section 1.1 of the Credit
Agreement is hereby amended by amending and restating the grid that appears
therein to read as follows:
|
Level
|
Rating
S&P/Xxxxx’x
|
Applicable
Margin
for
ABR
Loans
|
Applicable
Margin
for
Eurodollar
Loans
|
|
1
|
A/A2
or higher
|
0%
|
0.180%
|
|
2
|
A-/A3
|
0%
|
0.220%
|
|
3
|
BBB+/Baa1
|
0%
|
0.310%
|
|
4
|
BBB/Baa2
|
0%
|
0.390%
|
|
5
|
BBB-/Baa3
|
0%
|
0.450%
|
|
6
|
BB+/Ba1
or lower
|
0%
|
0.675%
|
Pacific
Gas and Electric Company - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
2
(b) The
definition of “Facility Fee Rate” that appears in Section 1.1 of the Credit
Agreement is hereby amended by amending and restating the grid that appears
therein to read as follows:
|
Level
|
Rating
S&P/Xxxxx’x
|
Facility
Fee Rate
|
|
1
|
A/A2
or higher
|
0.070%
|
|
2
|
A-/A3
|
0.080%
|
|
3
|
BBB+/Baa1
|
0.090%
|
|
4
|
BBB/Baa2
|
0.110%
|
|
5
|
BBB-/Baa3
|
0.150%
|
|
6
|
BB+/Ba1
or lower
|
0.200%
|
(c) The
definition of “Utilization Fee Rate” that appears in Section 1.1 of the Credit
Agreement is hereby amended by amending and restating the grid that appears
therein to read as follows:
|
Level
|
Rating
S&P/Xxxxx’x
|
Utilization
Fee
Rate
|
|
1
|
A/A2
or higher
|
0.050%
|
|
2
|
A-/A3
|
0.050%
|
|
3
|
BBB+/Baa1
|
0.100%
|
|
4
|
BBB/Baa2
|
0.100%
|
|
5
|
BBB-/Baa3
|
0.100%
|
|
6
|
BB+/Ba1
or lower
|
0.125%
|
(d) The
following definitions contained in Section 1.1 of the Credit Agreement are
hereby amended and restated in their respective entireties to read as follows:
“L/C
Commitment”:
$950,000,000.
“Non-Procurement
Facility Limit”:
$400,000,000.
“Procurement
L/C Facility Limit”:
$950,000,000.
SECTION
3. Amendment
to Section 2.3(e) (Commitment Increase).
Section
2.3(e) of the Credit Agreement is hereby amended by inserting the word
“calendar” immediately before the word “year” in clause (i)
thereof.
SECTION
4. Amendment
to Section 3.1 (L/C Commitment). Section 3.1 of the Credit Agreement is hereby
amended by deleting the phrase “or the Other L/C Facility Limit” from the third
sentence of the first paragraph thereof.
SECTION
5. Amendment
to Section 5.2(b) (Conditions to Each Credit Event). Section 5.2(b) of the
Credit Agreement is hereby amended by replacing each reference to the phrase
“Sections 4.2 and 4.6(b)” therein with the phrase “Sections 4.2, 4.6(b) and
4.13”.
Pacific
Gas and Electric Company - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
3
SECTION
6. Amendment
to Section 10.1 (Amendments and Waivers). Section 10.1 of the Credit Agreement
is hereby amended by replacing the phrase “Procurement Facility Limit” in the
last paragraph therein to “Procurement L/C Facility Limit”.
SECTION
7. Conditions
to Effectiveness. This First Amendment shall become effective as of the date
first set forth above (such date, the “First Amendment Effective Date”) upon the
satisfaction of the following conditions precedent:
(a) the
Administrative Agent shall have received counterparts of this First Amendment,
duly executed and delivered by the Borrower and each of the Lenders;
and
(b) the
Lenders and the Administrative Agent shall have received all fees required
to be
paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the First Amendment
Effective Date.
SECTION
8. Representations
and Warranties.
The
Borrower represents and warrants to each of the Lenders and the Administrative
Agent that each of the representations and warranties made by the Borrower
in or
pursuant to the Credit Agreement, as amended by this First Amendment, that
does
not contain a materiality qualification is true and correct in all material
respects on and as of the First Amendment Effective Date as if made on and
as of
such date, and each of the representations and warranties made by the Borrower
in or pursuant to the Credit Agreement, as amended by this First Amendment,
that
contains a materiality qualification is true and correct on and as of such
date
(or, to the extent such representations and warranties specifically relate
to an
earlier date, that such representations and warranties were true and correct
in
all material respects, or true and correct, as the case may be, as of such
earlier date).
SECTION
9. Counterparts.
This
First Amendment may be executed by one or more of the parties to this First
Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page of this First Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof. A set of the copies of this First Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. From and after
the First Amendment Effective Date, this First Amendment shall be binding upon
each of the parties hereto and each of their respective successors and assigns
(including transferees of its Commitments and Loans in whole or in part prior
to
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.
SECTION
10. Continuing
Effect; No Other Amendments. Except as expressly amended, modified and
supplemented hereby, the provisions of the Credit Agreement and each other
Loan
Document are and shall remain unchanged and in full force and effect. Any
references in the Credit Agreement to “this Agreement”, “hereunder”, “herein” or
words of like import, and each reference in any other document executed in
connection with the Credit Agreement to “the Agreement”, “the Credit Agreement”,
“thereunder”, “therein” or words of like import, shall mean and be a reference
to the Credit Agreement as amended hereby.
Pacific
Gas and Electric Company - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
4
SECTION
11. GOVERNING
LAW.
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK.
Pacific
Gas and Electric Company - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
PACIFIC
GAS AND ELECTRIC COMPANY
By:
/s/
Xxxxxxxx
Xxxxx
Name: Xxxxxxxx
Xxxxx
Title: Assistant
Treasurer
CITICORP
NORTH AMERICA, INC., as
Administrative
Agent and as a Lender
By:
/s/
Nietzsche
Rodricks
Name:
Nietzsche Rodricks
Title: Vice President
Signature
Page - PG&E Corporation - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
The
Bank of New York
By:
/s/
Xxxx X. Xxxxxx,
Xx.
Name: Xxxx
X.
Xxxxxx, Xx.
Title:
Managing
Director
Signature
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053114-1037-08892-NY01.2522936.8
Mellon
Bank, N.A.
By:
/s/
Xxxx X.
Xxxxxx
Name: Xxxx
X.
Xxxxxx
Title:
Vice
President
Signature
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053114-1037-08892-NY01.2522936.8
Xxxxxx
Brothers Bank, FSB
By:
/s/
Xxxxxx X.
Xxxxxx
Name: Xxxxxx
X.
Xxxxxx
Title:
Authorized
Signatory
Signature
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053114-1037-08892-NY01.2522936.8
XX
Xxxxxx Chase Bank, N.A.
By:
/s/
Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title:
Vice
President
Signature
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053114-1037-08892-NY01.2522936.8
Xxxxxxx
Street Commitment Corporation (Recourse only to assets of Xxxxxxx Street
Commitment Corporation)
By:
/s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title:
Assistant
Vice President
Signature
Page - PG&E Corporation - First Amendment to Credit Agreement
053114-1037-08892-NY01.0000000.8
Royal
Bank of Canada
By:
/s/
Xxxxx X. XxXXxxxxx
Name: Xxxxx
X.
XxXXxxxxx
Title:
Authorized
Signatory
Signature
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053114-1037-08892-NY01.2522936.8
Union
Bank of California, N.A.
By:
/s/
Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title:
Vice
President
Signature
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053114-1037-08892-NY01.2522936.8
UBS
Loan Finance LLC
By:
/s/
Xxxxx X.
Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title:
Associate
Director Banking Products Services, US
By:
/s/
Xxxxxxx
Xxxxx-XxXxxxxxx
Name: Xxxxxxx
Xxxxx-XxXxxxxxx
Title:
Associate
Director Banking Products Services, US
Signature
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053114-1037-08892-NY01.2522936.8
Xxxxxx
Xxxxxxx Bank
By:
/s/
Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
Vice
President
Signature
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053114-1037-08892-NY01.2522936.8
BNP
Paribas
By:
/s/
Xxxx X.
Xxxxxx
Name: Xxxx
X.
Xxxxxx
Title:
Managing
Director
By:
/s/
Xxxxxxx X. Xx
Xxxxx
Name: Xxxxxxx
X. Xx Xxxxx
Title:
Managing
Director
Signature
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053114-1037-08892-NY01.2522936.8
Deutsche
Bank AG New York Branch
By:
/s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title:
Director
By:
/s/
Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title:
Assistant
Vice President
Signature
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053114-1037-08892-NY01.2522936.8
KBC
Bank N. V.
By:
/s/
Xxxx-Xxxxxx
Diels
Name: Xxxx-Xxxxxx
Diels
Title:
First
Vice President
By:
/s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title:
Vice President
Signature
Page - PG&E Corporation - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
Barclays
Bank PLC
By:
/s/
Sydney X.
Xxxxxx
Name: Sydney
X.
Xxxxxx
Title:
Director
Signature
Page - PG&E Corporation - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
ABN
Amro Bank N. V.
By:
/s/
Xxxx X.
Xxxx
Name: Xxxx
X.
Xxxx
Title:
Director
By:
s/
Xxxx X.
Xxxxxx
Name: Xxxx
X.
Xxxxxx
Title:
Assistant
Vice President
Signature
Page - PG&E Corporation - First Amendment to Credit Agreement
053114-1037-08892-NY01.2522936.8
