1
EXHIBIT 4(d)(1)
EXECUTION COPY
AMENDMENT, dated as of December 23, 1997 (this "Amendment"),
to the Credit Agreement dated as of August 6, 1997 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among: (i) HOUSTON INDUSTRIES FINANCECO LP, a Delaware limited partnership (the
"Borrower"); (ii) HOUSTON INDUSTRIES INCORPORATED, a Texas corporation; (iii)
the several banks and other financial institutions from time to time parties
thereto (collectively, the "Banks," and each individually, a "Bank"); (iv)
CHASE SECURITIES INC., as Arranger (in such capacity, the "Arranger"); and (v)
THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the
"Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Banks have
agreed to make certain loans and other extensions of credit to the Borrower;
and
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Majority Banks have agreed, that certain provisions of
the Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS.
1.1 Defined Terms. Unless otherwise defined herein and
except as set forth in this Amendment, terms defined in the Credit Agreement
are used herein as therein defined.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1 Amendment to Section 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is hereby amended by adding thereto the
following definition in its appropriate alphabetical order:
"Project Finance Entity" means any entity established or used
primarily to acquire and/or hold assets (the "Project Finance Assets")
so long as HII or a Subsidiary of HII (i) owns at least a portion of
the outstanding shares of Capital Stock or other ownership interests
having ordinary voting power to elect directors or other managers of
such entity and (ii) has or will have a role in managing such Project
Finance Assets.
-1-
2
2.2 Amendment to Section 8.4(g)(v) of the Credit
Agreement. Section 8.4(g)(v) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and substituting in lieu thereof the
following:
"at any time (x) at which no Default or Event of Default has occurred
and is continuing, (y) that Projected Available Cash exceeds Projected
Borrower Debt Service for the fiscal quarter of HII then in effect and
(z) that the long-term senior secured debt rating then in effect for
HII is at least BBB by S&P or Baa2 by Xxxxx'x, HII may make HII
Investments in any domestic Subsidiary of HII or any Project Finance
Entity so long as such Subsidiary or Project Finance Entity (i) is a
Subsidiary or Project Finance Entity domiciled and organized in the
United States, having all or substantially all of its assets and
operations located in the United States and (ii) is (A) directly or
indirectly engaged in one or more businesses which are primarily
related to the normal conduct of the domestic utility business of HL&P
or NorAm in accordance with normal industry standards as generally in
effect at such time or (B) formed for the purpose of providing or
obtaining financing for a Subsidiary or a Project Finance Entity of
the type described in clause (A); provided that the requirement of
clause (y) would be satisfied after giving effect to (1) such HII
Investment and (2) any sources of cash available or reasonably
expected by HII at the time of the proposed investment to be available
during the fiscal quarter of HII then in effect; and"
SECTION 3. MISCELLANEOUS.
3.1 Effectiveness. This Amendment shall become effective
on the date upon which the Agent shall have received counterparts of this
Amendment, duly executed and delivered by the Borrower, HII, the Agent and the
Majority Banks.
3.2 Representations and Warranties. After giving effect
to the amendments contained herein, each of the Borrower and HII hereby
confirm, reaffirm and restate the representations and warranties set forth in
Article VII of the Credit Agreement; provided that each reference in such
Article VII to "this Agreement" shall be deemed to be a reference both to this
Amendment and to the Credit Agreement as amended by this Amendment.
3.3 Payment of Expenses. The Borrower agrees to pay or
reimburse the Agent for all of its out-of- pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent.
3.4 Continuing Effect; No Other Amendments. Except as
expressly amended hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. The amendments contained herein shall not constitute an amendment or
waiver of any other provision of the Credit Agreement or the other Loan
Documents or for any purpose except as expressly set forth herein.
-2-
3
3.5 Counterparts. This Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterparts when
so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
3.6 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
-3-
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
HOUSTON INDUSTRIES
FINANCECO LP
By: HOUSTON INDUSTRIES
FINANCECO GP, LLC,
its General Partner
By:/s/X. Xxxxxx C.
-------------------------------------------
Title: Treasurer
HOUSTON INDUSTRIES
INCORPORATED
By:/s/Xxxxxxx X. Xxxxx
-------------------------------------------
Title: Executive Vice President and Chief
Financial Officer
THE CHASE MANHATTAN BANK, as
Agent and as a Bank
By:
-------------------------------------------
Title:
BANKBOSTON, N.A.
By:
-------------------------------------------
Title:
-4-
5
BANK OF MONTREAL
By:
-------------------------------------------
Title:
THE BANK OF NEW YORK
By:
-------------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:/s/ F.C.H. Xxxxx
-------------------------------------------
F.C.H. Xxxxx
Title: Senior Manager Loan Operations
THE BANK OF TOKYO-MITSUBISHI,
LTD., HOUSTON AGENCY
By:
-------------------------------------------
Title:
BARCLAYS BANK PLC
By:
-------------------------------------------
Title:
-5-
6
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:
-------------------------------------------
Title:
CIBC INC.
By:
-------------------------------------------
Title:
CITIBANK, N.A.
By:
-------------------------------------------
Title:
COMERICA BANK
By:
-------------------------------------------
Title:
-6-
7
COMMERZBANK
AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By:/s/X. Xxxxxxx
-------------------------------------------
Title: Vice President
By:/s/X. Xxxxxxx
-------------------------------------------
Title: Assistant Treasurer
CREDIT LYONNAIS
NEW YORK BRANCH
By:
-------------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
THE DAI-ICHI KANGYO BANK,
LIMITED
By:
-------------------------------------------
Title:
-7-
8
FIRST UNION NATIONAL BANK
By:
-------------------------------------------
Title:
FLEET NATIONAL BANK
By:
-------------------------------------------
Title:
THE FUJI BANK, LIMITED -
HOUSTON AGENCY
By:/s/Xxxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
-------------------------------------------
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:
-------------------------------------------
Title:
-8-
9
MELLON BANK, N.A.
By:
-------------------------------------------
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
-------------------------------------------
Title:
NATIONSBANK OF TEXAS, N.A.
By:
-------------------------------------------
Title:
THE NORTHERN TRUST COMPANY
By:
-------------------------------------------
Title:
ROYAL BANK OF CANADA
By:/s/Xxx X. Xxxxxxxxxx
-------------------------------------------
Xxx X. Xxxxxxxxxx
Title: Manager
-9-
10
THE SAKURA BANK, LIMITED
By:
-------------------------------------------
Title:
SOCIETE GENERALE,
SOUTHWEST AGENCY
By:
-------------------------------------------
Title:
THE SUMITOMO BANK, LIMITED
By:
-------------------------------------------
Title:
THE TOKAI BANK, LTD.
By:
-------------------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.
By:
-------------------------------------------
Title:
-10-
00
XXXXX XXXX XX XXXXXXXXXXX,
XXX XXXX BRANCH
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
-------------------------------------------
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
THE YASUDA TRUST AND BANKING
COMPANY LIMITED
NEW YORK BRANCH
By:/s/X.X. Xxxxxxxxxxxxxx
-------------------------------------------
Xxxx Xxxxxxxxxxxxxx
Title: Senior Vice President
-11-
