1 EXHIBIT 99(w) SECOND AMENDMENT dated as of November 24, 1995, (this "Amendment") to the Competitive Advance and Revolving Credit Facility Agreement "Facility A" (the "Agreement"), dated as of April 29, 1994, as amended by the Amendment dated as of...
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EXHIBIT 99(w)
SECOND AMENDMENT dated as of November 24,
1995, (this "Amendment") to the Competitive Advance
and Revolving Credit Facility Agreement "Facility A"
(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 in Section 3 of the Agreement
are true and correct in
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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 & Xxxxx, 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/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary and Assistant
Treasurer
TEXAS UTILITIES ELECTRIC COMPANY,
as Borrower,
by /s/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary and Assistant
Treasurer
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually and
as Administrative Agent,
by /s/ XXXXX XXXX
--------------------------
Name: Xxxxx Xxxx
Title: Vice President
CHEMICAL BANK, individually
and as CAF Agent,
by /s/ XXXX XXXXXXX
--------------------------
Name: XXXX XXXXXXX
Title: VICE PRESIDENT
BANK OF AMERICA NT & SA,
by /s/ XXXXXX XXXXX
--------------------------
Name: XXXXXX XXXXX
Title: Vice President
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THE BANK OF NEW YORK,
by /s/ XXXXXX X. XXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
by /s/ XXXX X. XXXXXX
--------------------------
Name: X. XXXXXX
Title: VP & MANAGER
THE CHASE MANHATTAN BANK, N.A.,
by /s/ XXXXXX X. XXXXX
--------------------------
Name: XXXXXX X. XXXXX
Title: VICE PRESIDENT
CIBC INC.,
by /s/ XXXXXX X. XXXX
--------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
CITIBANK, N.A.,
by /s/ XXXXXX XXX
--------------------------
Name: Xxxxxx Xxx
Title: ATTORNEY-IN-FACT
CREDIT LYONNAIS, NEW YORK BRANCH,
by /s/ XXXXXX XXXXXXXXX
--------------------------
Name: XXXXXX XXXXXXXXX
Title: SENIOR VICE PRESIDENT
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THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ XXXXXXX X. XXXXXXX
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Agent
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY,
by /s/ XXXXXXX XXXXXX
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED,
by /s/ XXXX X. XXXXXXXX
--------------------------
Name: Xxxx X. Xxxxxxxx
Title: Joint General manager
MELLON BANK, N.A.,
by /s/ A. XXXX XXXXX
--------------------------
Name: A. Xxxx Xxxxx
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. XXXXXXXXXX
--------------------------
Name: S. Xxxx Xxxxxxxxxx
Title: Sr. Vice President and
Chief Manager
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NATIONSBANK OF TEXAS, N.A.,
by /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
THE SANWA BANK, LIMITED,
DALLAS AGENCY,
by /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY,
by /s/ XXXXXXXXXXX X. XXXXXX
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Name: XXXXXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
THE SUMITOMO BANK, LIMITED,
by /s/ XXXXXXXXX XXXX
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Name: Xxxxxxxxx Xxxx
Title: General Manager
THE TOKAI BANK, LIMITED,
by /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: Joint General Manager
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UNION BANK OF SWITZERLAND,
by /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Managing Director
by /s/ XXXXXX XXXXXX
--------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
