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EXHIBIT 10.E
FIRST AMENDMENT
FIRST AMENDMENT, dated as of October 9, 1998 (this
"Amendment"), to the $750,000,000 5-Year Revolving Credit and Competitive
Advance Facility Agreement, dated as of October 29, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among EL PASO NATURAL GAS COMPANY, a Delaware corporation ("EPNGC"), TENNESSEE
GAS PIPELINE COMPANY, a Delaware corporation ("Tennessee"), the several banks
and other financial institutions from time to time parties thereto (the
"Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent (in such capacity, the "Administrative Agent") and as CAF
Advance Agent (in such capacity, the "CAF Advance Agent") for the Lenders
thereunder, CITIBANK, N.A., as documentation agent (in such capacity, the
"Documentation Agent") for the Lenders, and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as syndication agent (in such capacity, the "Syndication Agent") for the
Lenders.
W I T N E S S E T H:
WHEREAS, EPNGC, Tennessee, the Administrative Agent, the CAF
Advance Agent, the Documentation Agent, the Syndication Agent and the Lenders
are parties to the Credit Agreement; and
WHEREAS, EPNGC and Tennessee have requested that, pursuant to
Section 9.1 of the Credit Agreement, the Lenders amend certain terms in the
Credit Agreement in the manner provided for herein and the Lenders are agreeable
to such request upon the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration, the receipt
of which is hereby acknowledged, EPNGC, Tennessee and the Lenders hereby agree
as follows:
1. Definitions. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.
2. Amendment to Section 1.1. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following definition in correct
alphabetical order:
"364-Day Facility" has the meaning assigned to such term in
Section 5.2(c)."
3. Amendment to Section 5.2(c). Section 5.2(c) of the Credit
Agreement is hereby amended by:
(i) Inserting the following phrase after the word "hereof" in
clause (B)(y):
"(the `364-Day Facility')"
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(ii) Deleting the word "and" from clause (D) and inserting
a comma in lieu thereof; and
(iii) Deleting the period at the end of clause (E) and
inserting the following text:
"and (F) Debt, Guarantees or reimbursement
obligations incurred by Tennessee pursuant to one or more
commercial paper programs allowing for the issuance by
Tennessee of items of commercial paper having maturity dates
not later than one year from the dates of their respective
issuance provided that such Debt, Guarantees or reimbursement
obligations of Tennessee shall be in an aggregate amount not
to exceed at any time the excess of (x) the sum of (1) the
aggregate amount of Commitments and (2) the aggregate amount
of Commitments as defined in the 364-Day Facility, over (y)
the sum of (1) the aggregate amount of Advances, (2) the
aggregate amount of Advances, as defined in and outstanding
pursuant to, the 364-Day Facility, and (3) the aggregate
principal amount of commercial paper outstanding from time to
time that (I) is issued by the Company and its Subsidiaries
(other than Tennessee) and (II) relies upon credit
availability under either this Agreement or the 364-Day
Facility for commercial paper liquidity purposes."
4. Conditions to Effectiveness. This Amendment shall become
effective upon receipt by the Administrative Agent of counterparts hereof duly
executed by the Majority Lenders, EPNGC, Tennessee and Holding.
5. Representations. On and as of the date hereof, each
Borrower hereby confirms, reaffirms and restates that the representations and
warranties set forth in Section 4.1 of the Credit Agreement are true and correct
in all material respects, provided that the references to the Credit Agreement
therein shall be deemed to be references to the Credit Agreement after giving
effect to this Amendment.
6. Limited Consent. Except as expressly waived and amended
herein, the Credit Agreement shall continue to be and shall remain in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Credit
Agreement or to prejudice any other right or rights that the Lenders may now
have or may have in the future under or in connection with the Credit Agreement
or any of the instruments or agreements referred to therein, as the same may be
amended, supplemented or otherwise modified from to time.
7. Costs and Expenses. The Company agrees to pay or reimburse
the Administrative Agent for all its reasonable and customary out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and
execution of this Amendment, and the consummation of the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of its counsel.
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8. Counterparts; Execution by Facsimile. This Amendment may be
executed by one or more of the parties hereto in any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment may be delivered by, and
shall be effective as to the relevant party upon, facsimile transmission of the
relevant signature pages hereof.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
10. Consent of El Paso Energy Corporation. El Paso Energy
Corporation, as guarantor under its Guarantee, dated as of August 28, 1998 (the
"Holding Guarantee"), in favor of the Administrative Agent, hereby (a) consents
to the transactions contemplated hereby and (b) acknowledges and agrees that the
guarantees contained in the Holding Guarantee are, and shall remain, in full
force and effect after giving effect to this Amendment and all prior
modifications to the Credit Agreement.
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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.
EL PASO NATURAL GAS COMPANY
By: /s/ H. XXXXX XXXXXX
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Title: Executive Vice President
TENNESSEE GAS PIPELINE COMPANY
By: /s/ H. XXXXX XXXXXX
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Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, CAF Advance
Agent and a Lender
By: /s/ XXXXX X. XXXX
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Title: Vice President
CITIBANK, N.A.
By: /s/ XXXXX X. XXXXX
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Title: Attorney-in-fact
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ XXXXXXX XXXXX-YAWES
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Title: Vice President
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ABN-AMRO BANK, N.V.
By: /s/ XXXXXXX X. XXXXXXX
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Title: Group Vice President
By: /s/ XXXXX X. XXXXXXXX
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Title: Vice President
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By: /s/ XXXXXX XXXXX
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Title: Vice President
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION
By: /s/ CLAIRE LIV
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Title: Managing Director
BANKBOSTON, N.A.
By: /s/ XXXXXXX XXXX
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Title: Managing Director
BANK OF MONTREAL IRELAND PLC
By: /s/ XXXX X. XXXXXXXXX
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Title: General Manager
THE BANK OF NEW YORK
By: /s/ XXXXXXX X. XXXXXX
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Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By: /s/ F.C.H. XXXXX
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Title: Loan Operations
THE BANK OF TOKYO-MITSUBISHI,
LTD.
By: /s/ XXXXXXX X. XXXXX
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Title: Vice President
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By: /s/ XXXXXX X. XXXX
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Title: Assistant Vice President
BARCLAYS BANK PLC
By: /s/ XXXXXXXXX XXXXXXXX
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Title: Director
BAYERISCHE HYPO UND-
VEREINSBANK AG,
LOS ANGELES AGENCY
By: /s/ XXXXXXXXX XXXXXX
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Title: Vice President and Manager
By: /s/ XXXX XXXXXXX
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Title: Vice President
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CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXXXX X. XXXXXX
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Title: First Vice President
By: /s/ XXXXX BOUBL, F.V.P.
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Title: Head of Corporate Banking,
Chicago
CIBC INC.
By: /s/ XXXXX X. XXXXXXX
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Title: Authorized Signatory
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ PHILLIPPE SOUSTRA
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Title: Senior Vice President
THE DAI-ICHI KANGYO BANK,
LIMITED
By:
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Title: Vice President
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN
ISLANDS BRANCH
By: /s/ XXXXXXX X. XXXXXXXXX
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Title: Director
By: /s/ XXXXX X. XXXXXXX
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Title: Director
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DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By: /s/ XXXXXX XXXX
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Title: Vice President
By: /s/ XXXXXX XXXXXXXXX
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Title: Assistant Treasurer
THE FUJI BANK, LIMITED-NEW YORK
BRANCH
By: /s/ XXXXXXX XXXXXXX
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Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/ XXXX XXXXX
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Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED HOUSTON OFFICE
(Authorized Representative)
KBC BANK N.V.
By: /s/ XXXXXX XXXXXXXX
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Title: First Vice President
By: /s/ XXXXXXX X. XXXXXX
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Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ XXXXX XXXXXXX
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Title: Head of Xxxxxxxxxxxx Xxxxxx
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XXXXXX XXXX, N.A.
By: /s/ XXXXX X. XXXXXX
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Title: Vice President
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ XXXXXXXX X. DUNDEE
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Title: Senior Vice President
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: /s/ XXXXXXXX X. DUNDEE
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Title: Senior Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX XXXXXX XXXXX
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Title: Vice President
THE NORINCHUKIN BANK, NEW
YORK BRANCH
By: /s/ YOSHIRE NIIRO
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Title: General Manager
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXXXXX
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Title: Senior Vice President
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ROYAL BANK OF CANADA
By: /s/ X. X. XXXXX
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Title: Senior Manager
THE SAKURA BANK, LIMITED - NEW
YORK BRANCH
By: /s/ XXXXXXXX XXXXXXX
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Title: Senior Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY
By: /s/ XXXXXXX X. XXXXX
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Title: Director
THE SUMITOMO BANK, LIMITED
By: /s/ C. MICHAEL GARRIOO
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Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ XXXXX X. XXXXX
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Title: Managing Director
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UBS AG (as sucessor by merger to
Union Bank of Switzerland, Houston
Agency), New York Branch
By: /s/ XXXX X. XXXXXX
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Title: Assistant Director
By: /s/ XXX X. XXXXX
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Title: Director
THE YASUDA TRUST & BANKING, CO.,
LTD.
By: /s/ JUNICHIRD KAWAMURA
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Title: Vice President
Consent of Holding:
EL PASO ENERGY CORPORATION
By: /s/ H. XXXXX XXXXXX
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Title: Executive Vice President
