THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is among: ENSERCH EXPLORATION, INC., a
corporation formed under the laws of the State of Texas (the
"Company"); each of the Lenders (as defined in the Credit
Agreement as hereafter defined) that is a signatory hereto;
THE CHASE MANHATTAN BANK, a New York banking corporation (in
its individual capacity, "Chase"), as administrative agent
for the Lenders (in such capacity, together with its
successors in such capacity, the "Administrative Agent"); as
auction agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Auction Agent");
and as syndication agent for the Lenders (in such capacity,
together with its successors in such capacity, the
"Syndication Agent"); CITIBANK, N.A., a national banking
association (in its individual capacity, "Citibank") and as
documentation agent for the Lenders (in such capacity,
together with its successors in such capacity, the
"Documentation Agent"); and the Bank of New York, The Bank
of Nova Scotia, Bankers Trust Company, Canadian Imperial
Bank of Commerce, The First National Bank of Chicago,
NationsBank of Texas, N.A. and Royal Bank of Canada as co-
agents (in such capacity, together with their successors in
such capacity, the "Co-Agents").
RECITALS
A. The Company, the Agents, and the Lenders have
entered into the certain Credit Agreement dated as of May 1,
1995 (the "Original Credit Agreement"), as amended by the
First Amendment to the Credit Agreement dated as of
September 16, 1996 (the "First Amendment") and further
amended by the Second Amendment to Credit Agreement dated as
of June 27, 1997 (the "Second Amendment"), pursuant to which
the Lenders have agreed to make certain loans and extensions
of credit to the Company upon the terms and conditions as
provided therein (the Original Credit Agreement, the First
Amendment and the Second Amendment are collectively
hereinafter referred to as the "Credit Agreement"); and
B. The Company, the Agents, and the Lenders now
desire to make certain amendments to the Credit Agreement.
NOW, THREFORE, in consideration of the premises and
other good and valuable consideration and the mutual
benefits, covenants and agreements herein expressed, the
parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and
not otherwise defined herein shall have the meaning ascribed
to such terms in the Credit Agreement.
2. Section 9.06 of the Credit Agreement is deleted in
its entirety and replaced with the following:
Section 9.06 Mergers, Etc. Neither the Company
nor any Subsidiary will merge into or with or consolidate
with any other Person, or sell, lease or otherwise dispose
of (whether in one transaction or in a series of
transactions) all or substantially all of its Property or
assets to any other Person ("Disposition") unless (i) no
Default exists or would result from such merger or
Disposition and (ii) for any merger, the Company (if a party
to such merger) or a Subsidiary (if the Company is not a
party to such merger) is the survivor, or for any merger or
Disposition, if the surviving Person or acquiring Person is
not the Company or a Subsidiary, such surviving Person or
acquiring Person assumes the Indebtedness and all other
obligations of the Company or such Subsidiary under the Loan
Documents and is approved by the Majority Lenders.
3. Section 1.02 of the Credit Agreement is
hereby supplemented, where alphabetically
appropriate, with the addition of the following:
"Third Amendment" shall mean that certain Third
Amendment to Credit Agreement as of September 25, 1997,
among the Company, the Lenders, and the Agents.
4. This Amendment shall become binding on
the Lenders when , and only when, the
Administrative Agent shall have received each of
the following in form and substance satisfactory
to the Administrative Agent or its counsel:
(a) counterparts of this Amendment executed by
the Company, the Agents and the Majority Lenders;
(b) a certificate of the Secretary or an
Assistant Secretary of the Company setting forth
resolutions of its board of directors with respect to
the authorization of the Company to execute, deliver
and perform this Amendment; and
(c) such other documents as it or its
counsel may reasonably request.
5. The parties hereto hereby acknowledge
and agree that, except as specifically supplemented and
amended, changed or modified hereby, the Credit
Agreement shall remain in full force and effect in
accordance with its terms.
6. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE
GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS, OTHER THAN THE CONFLICT OF LAWS RULES
THEREOF.
7. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
[SIGNATURES BEGIN ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of September 25, 1997.
COMPANY: ENSERCH EXPLORATION, INC.
By:___________________________
Name: ________________________
Title: _________________________
LENDER ADN ADMINISTRATIVE AGENT, THE CHASE MANHATAN BANK
SYNDICATION AGENT AND
AUCTION AGENT:
By:___________________________
Name: ________________________
Title:_________________________
LENDER AND DOCUMENTATION CITIBANK, N.A.
AGENT:
By:___________________________
Name: ________________________
Title:_________________________
LENDERS: THE BANK OF NEW YORK
By:___________________________
Name: ________________________
Title:_________________________
THE BANK OF NOVA SCOTIA
By:___________________________
Name: ________________________
Title:_________________________
BANKERS TRUST COMPANY
By:___________________________
Name: ________________________
Title:_________________________
CANADIAN IMPERIAL BANK OF
COMMERCE
By:___________________________
Name: ________________________
Title:_________________________
THE FIRST NATIONAL BANK OF
CHICAGO
By:___________________________
Name: ________________________
Title:_________________________
NATIONSBANK OF TEXAS, N.A.
By:___________________________
Name: ________________________
Title:_________________________
ROYAL BANK OF CANADA
By:___________________________
Name: ________________________
Title:_________________________
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:___________________________
Name: ________________________
Title:_________________________
THE FUJI BANK, LTD.
By:___________________________
Name: ________________________
Title:_________________________
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By:___________________________
Name: ________________________
Title:_________________________
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:___________________________
Name: ________________________
Title:_________________________
MELLON BANK, N.A.
By:___________________________
Name: ________________________
Title:_________________________
THE SANWA BANK, LIMITED
By:___________________________
Name: ________________________
Title:_________________________
TORONTO DOMINION (TEXAS), INC.
By:___________________________
Name: ________________________
Title:_________________________
UNION BANK OF SWITZERLAND
HOUSTON AGENCY
By:___________________________
Name: ________________________
Title:_________________________
By:___________________________
Name: ________________________
Title:_________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:___________________________
Name: ________________________
Title:_________________________
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By:___________________________
Name: ________________________
Title:_________________________
CREDIT LYONNAIS NEW YORK
BRANCH
By:___________________________
Name: ________________________
Title:_________________________