EXHIBIT 4.9
--------------------------------------------------------------------------------
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
among
NGC CORPORATION,
as the Borrower,
and
THE FIRST NATIONAL BANK OF CHICAGO,
as the Agent for the Lenders,
and
THE CHASE MANHATTAN BANK
and
NATIONSBANK OF TEXAS, N.A.,
Individually and as Co-Agents for the Lenders,
and
THE LENDERS PARTY THERETO
Dated as of November 24, 1997
--------------------------------------------------------------------------------
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 24, 1997, is among NGC Corporation, a Delaware corporation, as Borrower
(the "Borrower"), the Lenders parties thereto, The First National Bank of
Chicago, as Agent, and The Chase Manhattan Bank and NationsBank of Texas, N.A.,
as Co-Agents (the "Co-Agents"). Capitalized terms used herein, unless otherwise
defined, have the meanings assigned to them in the Credit Agreement. The
parties hereto agree as follows:
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents have heretofore entered into a certain Amended and Restated Credit
Agreement, dated as of June 27, 1997 (herein called the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents now intend to amend the Credit Agreement in certain respects as
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Issuers, the Agent and the Co-
Agents hereby agree as follows:
SECTION 1. Amendment to Credit Agreement. (a) Section 2.8 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"2.8 Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium (other than amounts payable as provided in
Section 3.4, if any, as a result of such prepayment being made other than
on the last day of a Eurodollar Interest Period with respect to any
Eurodollar Advance as provided in Section 3.4), all outstanding Advances,
or, in a minimum aggregate amount of $5,000,000 or any integral multiple of
$1,000,000 in excess thereof, any portion of the outstanding Advances upon
three Business Days' prior notice (or in the case of outstanding Advances
bearing interest at a Floating Rate, upon notice by 11:00 a.m. on the same
Business Day) to the Agent; provided that a Competitive Bid Advance which
the Borrower indicated was not prepayable in the related Competitive Bid
Quote Request may not be prepaid prior to such last day unless agreed by
the relevant Tranche A Lender."
(b) Section 2.9 of the Credit Agreement is hereby amended by (i) deleting
the time "10:00 a.m." in the eighth line thereof and by inserting the time
"11:00 a.m." in lieu thereof, (ii) by deleting the phrase "at least one Business
Day before" appearing immediately after the term "(Chicago time)"
in the eighth line thereof and by inserting the word "on" in lieu thereof, and
(iii) by deleting the time "noon" in the second to last sentence thereof and
inserting the time "2:00 p.m." in lieu thereof.
(c) Section 2.10 of the Credit Agreement is hereby amended by deleting the
last sentence and inserting the following sentence in lieu thereof:
"The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Tranche A
Advance, a Tranche B Advance or continuation of a Eurodollar Committed
Advance not later than 11:00 a.m. (Chicago time) on the date of the
requested conversion, in the case of a conversion into a Floating Rate
Advance, or not later than 11:00 a.m. (Chicago time) three Business Days
prior to the date of the requested conversion or continuation, in the case
of a conversion into or continuation of a Eurodollar Advance, in each case
specifying:
(i) the requested date which shall be a Business Day, of such
conversion or continuation;
(ii the aggregate amount, whether a Tranche A Advance or a Tranche B
Advance and Type of the Advance which is to be converted or continued; and
(ii the amount and Type(s) of Advance(s) into which such Advance is
to be converted or continued and, in the case of a conversion into or
continuation of a Eurodollar Committed Advance, the duration of the
Interest Period applicable thereto."
SECTION 2. This Amendment (or the portions thereof) shall be deemed to
be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Credit Agreement
as amended hereby.
SECTION 3. THIS AMENDMENT SHALL BE A CONTRACT GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS.
SECTION 4. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Amendment by signing one or more counterparts.
2
IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuers, the Agent and
the Co-Agents have executed this Agreement as of the date first above written.
NGC CORPORATION
By:
---------------------------------
Print Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as agent
By:
---------------------------------
Print Name:
Title:
THE CHASE MANHATTAN BANK
individually and as co-agent
By:
---------------------------------
Print Name:
Title:
NATIONSBANK OF TEXAS, N.A.
individually and as co-agent
By:
---------------------------------
Print Name:
Title:
ABN AMRO BANK, N.V.
By:
---------------------------------
Print Name:
Title:
By:
---------------------------------
Print Name:
Title:
BANKBOSTON, N.A.
By:
---------------------------------
Print Name:
Title:
BANK OF MONTREAL
By:
---------------------------------
Print Name:
Title:
THE BANK OF NEW YORK
By:
---------------------------------
Print Name:
Title:
THE BANK OF NOVA SCOTIA
By:
---------------------------------
Print Name:
Title:
BANK OF SCOTLAND
By:
---------------------------------
Print Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By:
---------------------------------
Print Name:
Title:
CHRISTIANIA BANK, NEW YORK BRANCH
By:
---------------------------------
Print Name:
Title:
By:
---------------------------------
Print Name:
Title:
CIBC INC.
By:
---------------------------------
Print Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
---------------------------------
Print Name:
Title:
By:
---------------------------------
Print Name:
Title:
CITIBANK, N.A.
By:
---------------------------------
Print Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
---------------------------------
Print Name:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
---------------------------------
Print Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By:
---------------------------------
Print Name:
Title:
LTCB TRUST COMPANY
By:
---------------------------------
Print Name:
Title:
MELLON BANK, N.A. (WEST)
By:
---------------------------------
Print Name:
Title:
ROYAL BANK OF CANADA
By:
---------------------------------
Print Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
---------------------------------
Print Name:
Title:
SOUTHWEST BANK OF TEXAS, N.A.
By:
---------------------------------
Print Name:
Title:
THE TORONTO-DOMINION BANK
By:
---------------------------------
Print Name:
Title:
WESTDEUTSCHE LANDESBANK
By:
---------------------------------
Print Name:
Title:
By:
---------------------------------
Print Name:
Title:
