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EXHIBIT 10.22
Barclays Capital
5 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Tel x00 (0)00 0000 0000
Independent Energy UK Limited
and
Independent Energy Holdings PLC
both of BARCLAYS
Xxxxxxxxx Xxxxx
0xx Xxxxx
Xxxxxxxx Court
Solihull
West Midlands
B91 2AA
6th March, 2000
Dear Sirs
(POUND)80,000,000 REVOLVING ADVANCE AND LETTER OF CREDIT FACILITY DATED 8TH
JULY, 1999
We refer to the revolving advance and letter of credit facility agreement dated
8th July, 1999 (the "FACILITY AGREEMENT") entered into between Independent
Energy UK Limited as borrower, Independent Energy Holdings PLC as guarantor,
Barclays Bank PLC as agent, Barclays Capital as arranger and the financial
institutions named in Schedule 1 of the Facility Agreement as Banks.
1. Terms defined in the Facility Agreement and not otherwise defined herein
shall have the same meaning in this letter.
2. In accordance with Clause 28.1 (Amendments and waivers) of the Facility
Agreement we, as Agent on behalf of the Banks, and each of the Obligors
agree to the following amendments to the Facility Agreement:
(a) in the third line of sub-clause 2.5(b) (Ancillary facility) the
figure of "(pound)2,000,000" shall be deleted and the following
words shall be added "(A)
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(pound)102,000,000 in the period up to 7th July, 2000 and (B) at
all other times (pound)2,000,000;";
(b) the proceeds of Advances under Tranche C (other than LC
Substitute Advances) may be used for the Borrower's lawful
working capital purposes provided that all such Advances (and any
Rollover Advances deriving from any such Advances) are repaid in
full on or before the Term Date and no such Advances or Rollover
Advances may be borrowed after that date (and Clause 3.3 (Tranche
C purpose) and 4 (Conditions precedent) are amended accordingly);
(c) the making by the Ancillary Bank of any formal demand for
repayment of all or any part of the Ancillary Facility shall be
an Event of Default (and the making of any such demand is
accordingly inserted in Clause 21 (Default) as a new paragraph
21.17A); and
(d) the Agent may and shall (i) take all actions permitted pursuant
to Clause 21 of the Facility Agreement and (ii) (to the extent
that it is lawfully able to do so and subject to all applicable
provisions of Clause 22 of the Facility Agreement and the
Security Agreement and the Supplemental Security Agreement dated
6th March, 2000 (and in particular to its being indemnified to
its satisfaction)) enforce the security conferred by the Security
Agreement, in each case, if and to the extent the Ancillary Bank
(A) requests such actions in writing and (B) confirms that it has
demanded payment by the Borrower in amounts owing to the
Ancillary Bank in respect of the letter of credit issued to
Energy Pool Funds Administration Limited under the Ancillary
Facility on or before 6th March, 2000 and the Obligor has not
paid such amount in full (and the taking of such action by the
Ancillary Bank shall accordingly itself constitute an Event of
Default).
3. The Agent hereby acknowledges and agrees that the amendment to the
Ancillary Facility Letter attached hereto as Exhibit A has been approved by
the Majority Banks in accordance with Clause 28.2(d) of the Facility
Agreement.
4. The amendments to the Facility Agreement set out in paragraph 2 above are
conditional on the execution by the Borrower of a supplemental security
agreement in a form satisfactory to us.
5. The provisions of Clauses 1.2 (Construction), Clause 28 (Amendments and
Waivers) and Clause 33 (Severability) of the Facility Agreement shall apply
to this letter as if they were set out in full in this letter.
6. Each Obligor represents and warrants to and for the benefit of the other
parties hereto that the representations and warranties to be repeated by
each Obligor in accordance with Clause 19 (Representations and warranties)
of the Facility Agreement are true as if made
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on the date of this letter and as if references to the Finance Documents
were references to this letter.
7. This letter is and shall be construed as supplemental to the Facility
Agreement and every clause thereof shall continue in full force and effect
and be binding on the parties thereto unless expressly amended and
supplemented by this letter.
8. This letter may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. This letter shall be deemed incorporated as part of the Facility Agreement.
10. The Borrower and the Agent designate:
(a) this letter;
(b) the letter of the same date as this letter by which the Ancillary
Facility Letter is amended; and
(c) the Supplemental Security Agreement of the same date as this letter,
as Finance Documents.
11. This letter is governed by English Law.
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Please indicate your agreement to the foregoing by signing and returning to us
the executed counterpart of this letter.
Yours faithfully
BARCLAYS BANK PLC
As Agent for each of
The Banks
By:
We agree to the above:
Independent Energy UK Limited
By:
Independent Energy Holdings PLC
By:
