Exhibit 10(b)
[EXECUTION VERSION]
LETTER AMENDMENT
September 19, 2003
LOC 2003 Trust
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Capital Markets
Re: Amendment to Credit Agreement
Ladies and Gentlemen:
We refer to the Credit Agreement, dated as of August 8, 2003 (the
"Credit Agreement"), between TXU Corp. (the "Borrower") and LOC 2003 Trust (the
"Lender"). Capitalized terms used but not defined herein are used with the
meanings assigned to them in the Credit Agreement.
We have requested that you agree to amend the provisions of the Credit
Agreement pertaining to notices. You have indicated your willingness to so
agree. Accordingly, it is hereby agreed by you and us that, effective as of the
date hereof and subject to the terms and conditions of this letter amendment,
the third paragraph of Section 7.01 of the Credit Agreement shall be amended and
restated in its entirety as follows:
"If to the Lender, c/o Wilmington Trust Company, Xxxxxx Square North, 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Corporate
Capital Markets (facsimile: (000) 000-0000, with a copy to the
Administrator, at TXU Business Services Company, Energy Plaza, 0000
Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Treasurer
(Telecopy No. 214-812-2488), and, with respect to any Lending Request,
with a copy for informational purposes only to each of Standard and
Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx
Xxxxx (Telecopy No. 212-438-2154), Xxxxx'x Investors Service, Inc., 00
Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxx Xxxxxxxxx (Telecopy No.
212-553-0519)and Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
XX 00000, Attention: Xxxxxx Xxxxx (Telecopy No. 212-425-4730)."
Pursuant to Section 5.02 of the Credit Agreement, dated as of August 8,
2003 (the "New Trust Facility"), among LOC 2003 Trust, certain lenders (the "New
Trust Facility Lenders") and Credit Suisse First Boston, as administrative agent
and collateral agent, the consent of the New Trust Facility Lenders is required
for any modification of the Credit Agreement. Accordingly, the effectiveness of
this letter amendment is subject to the consent of each New Trust Facility
Lender, as evidenced by its execution and delivery of a counterpart of this
letter amendment.
Please acknowledge your agreement with the foregoing by signing a copy
of this letter and returning it to us. This letter amendment may not be amended
or waived except by an instrument in writing signed by us and the New Trust
Facility Lenders. Delivery of an executed signature page of this letter
amendment (which may be signed in one or more counterparts) by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this letter amendment. The Credit Agreement, as
amended by this letter amendment, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.
[Remainder of Page Intentionally Left Blank]
TXU CORP.
September 19, 2003
Page 2
Very truly yours,
TXU CORP.
By /s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx
Treasurer and Assistant Secretary
Agreed as of the date first written above:
LOC 2003 TRUST
By WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Trustee
By /s/ Xxxxxx X. Xxxx
------------------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
Accepted and Agreed:
CREDIT SUISSE FIRST BOSTON
acting through its Cayman Islands Branch
By /s/ Xxx Xxxxx
------------------------------------------------------
Name: Xxx Xxxxx
Title: Director
By /s/ Xxxxx X. Xxxx
------------------------------------------------------
Name: Xxxxx X. Xxxx
Title: Associate
JPMORGAN CHASE BANK
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxxx Xxx
--------------------------------------------------------
Name: Xxxxxx Xxx
Title: Managing Director
