CONFORMED COPY
To: PacifiCorp Services Limited
PacifiCorp Acquisitions
PacifiCorp Finance (UK) Limited
3 March 1998
Gentleman
1. We refer to (i) the Facility Agreement dated 3 February 1998 and made
between (1) PacifiCorp Services Limited, (2) PacifiCorp Acquisitions, (3)
PacifiCorp Finance (UK) Limited, (4) Citibank, N.A., Xxxxxxx Xxxxx
International and X.X. Xxxxxx Securities Ltd. (as Arrangers), (5) Citibank,
N.A., Xxxxxxx Xxxxx Credit Partners, L.P. and Xxxxxx Guaranty Trust Company
of New York (as Original Banks), (6) Citibank International PLC (as
Facility Agent), (7) Citibank, N.A. (as Security Agent) and (8) Citibank,
N.A. as LC Bank (the "Facility Agreement") and (ii) the Consent and Waiver
letter dated on or about the date hereof in connection with the Powercoal
Facility Agreement.
2. Terms defined in the Facility Agreement shall bear the same meaning when
used herein.
3. This letter records agreement reached between us as to various amendments,
waivers and consents in relation to the Facility Agreement.
4. Notwithstanding (i) that any of the conditions precedent to a Tranche 1A
Utilisation have not been satisfied, including those set out in Clause 4
(Conditions Precedent) of the Facility Agreement, and (ii) Clause 3
(Purpose) of the Facility Agreement, PA may make Tranche 1A Utilisations
prior to the Unconditional Date, provided that:
(a) such Utilisations shall be in an aggregate amount not exceeding
(pound)303,000,000 (the "Additional Amount") and shall be used to
purchase additional shares in the capital of TEG (the "Additional
Shares");
(b) each such Utilisation shall be in a minimum amount (pound)10,000,000
and an integral multiple of (pound)1,000,000;
(c) there shall be no more than 10 Utilisations outstanding at any time
with respect to the Additional Amount;
(d) PA shall not purchase Additional Shares prior to the Unconditional
Date if as a result PA would be required to make an offer for the
shares in the capital of TEG pursuant to Rule 9 of the Code;
(e) the Facility Agent shall have received evidence satisfactory to it in
form and substance that (A) not less than US$1,300,000,000 shall have
been expended by PA or on its
behalf in purchasing shares in the capital of TEG and such shares
shall be beneficially owned by PA, and (B) the Additional Shares
corresponding to such Utilisation shall have been contracted to be
purchased by PA or on its behalf;
(f) the proceeds of each such Utilisation shall be applied only in or
towards the purchase of the Additional Shares and shall be paid
directly to Xxxxxxx Xxxxx International or such other broker through
whom PA shall purchase the Additional Shares; and
(g) no further Utilisations may be made without satisfaction of all
conditions precedent in accordance with the terms and conditions of
the Facility Agreement.
5. Neither of PA, Services or Finance shall issue, or allow to be issued on
any of their behalf, any press release or other publicity which might
reasonably result in PA being prevented from selling, transferring or
disposing to any third party of any of the shares in the capital of TEG
which it holds or to which it is beneficially entitled.
6. The Commitments set out in the Second Schedule shall be amended so as to
read for all purposes as set out in the appendix to this letter.
7. The definition of "Matching Amount Percentage" shall be amended by the
deletion of "55%" and the insertion in its place of an amount equal to the
quotient, expressed as a percentage, obtained by dividing (i) 779,393,940
by (ii) an amount equal to 2,035,000,000 less an amount equal to the
Additional Amounts drawndown pursuant to paragraph 4 hereof.
8. The amount specified in Clause 4.1(b)(ii) of the Facility Agreement as
having been deposited into the Offer Account shall be amended by the
deletion of "(pound)1,173,000,000" and the insertion in its place of
"(pound)1,456,640,160".
9. The Facility Agreement and the Powercoal Intercreditor Agreement shall be
further amended where necessary (and as agreed between Clifford Chance and
Linklaters & Paines) to give effect to and as a consequence of, the
amendments made in this letter.
10. Consent is hereby given in accordance with Clause 22 of the Facility
Agreement to the amendments to and variation of the Offer by increasing the
price per share to 820 xxxxx.
11. The Finance Documents shall remain in full force and effect as so amended
in this letter.
12. The amendments, waivers and consents herein contained shall have immediate
effect.
13. Please indicate your confirmation and agreement of the foregoing by signing
and returning the counterpart of this letter.
This letter shall be governed and construed in accordance with English law.
Yours faithfully
XXXXX X. XXXX XXXXXX X. XXXXX
.................................. .........................................
for and on behalf of for and on behalf of
CITIBANK, X.X. XXXXXXX XXXXX CREDIT PARTNERS, L.P.
(as Arranger, Original Bank, Security (as Original Bank)
Agent and LC Bank)
X. XXXX XXXXXXX X. XXXXXXXX
.................................. .........................................
for and on behalf of for and on behalf of
MORGAN GUARANTY TRUST CITIBANK INTERNATIONAL PLC
COMPANY OF NEW YORK (as Facility Agent)
(as Original Bank)
S. C. XXXXX-XXXXXXXXX X. XXXX
.................................. .........................................
for and on behalf of for and on behalf of
XXXXXXX XXXXX INTERNATIONAL X.X. XXXXXX SECURITIES LTD.
(as Arranger) (as Arranger)
FORM OF CONFIRMATION
We confirm and agree to the terms and conditions set out above
W. E. XXXXXXXXX W.E. XXXXXXXXX
.................................. .........................................
for and on behalf of for and on behalf of
PACIFICORP SERVICES LIMITED PACIFICORP ACQUISITIONS
W. E. XXXXXXXXX XXXX X. XXXXXXX
.................................. .........................................
for and on behalf of for and on behalf of
PACIFICORP FINANCE (UK) LIMITED CITIBANK, N.A.
as Powercoal Agent
(as defined in the Powercoal
Intercreditor Agreement)
APPENDIX
Bank's Commitments and Notice Details
Tranche 1A Tranche 1B Tranche 2
Bank, Facility Office and Notice Commitment Commitment Commitment
Details (pound) (pound) (pound)
CITIBANK, N.A. 678,333,334 105,000,000 125,000,000
P.O. Box 242
336 Strand
London WC2R 1HB
England
Address for notices:
as above
Attention: Loans Administration
Tel: 0000 000 0000
Fax: 0000 000 0000
XXXXXXX XXXXX CREDIT 678,333,333 105,000,000 125,000,000
PARTNERS, L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for notices:
000 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Xxx
Xxxxxxxxxxxx/Xxxxxxxx Xxxx
Tel: 0000 000 0000/
0000 000 0000
Fax: 0000 000 0000
XXXXXX GUARANTY TRUST 678,333,333 105,000,000 125,000,000
COMPANY OF NEW YORK
60 Victoria Embankment
London EC4Y OJP
Address for notices:
as above
Attention: Global Credit-Middle
Office
Tel: 0000 000 0000
Fax: 0000 000 0000
------------- ----------- -----------
Total 2,035,000,000 315,000,000 375,000,000
