FIRST AMENDMENT

 

 

FIRST AMENDMENT, dated as of November 30, 2005 (this “First Amendment”), to the Credit Agreement, dated as of April 8, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), CITIGROUP GLOBAL MARKETS, INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers and joint bookrunners (together and in such capacities, the “Arrangers”), JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, BNP PARIBAS and DEUTSCHE BANK SECURITIES INC., as documentation agents (together and in such capacities, the “Documentation Agents”), and CITICORP NORTH AMERICA, INC. (“Citicorp”), as administrative agent (in such capacity, together with any successors thereto, the “Administrative Agent”).

 

W I T N E S S E T H:

 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain loans and other extensions of credit to the Borrower;

 

WHEREAS, the Borrower has requested, and, upon this First Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

SECTION 1.    Defined Terms.   Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.

 

SECTION 2.    Amendments to Section 1.1 (Defined Terms).

 

(a)    The definition of “Applicable Margin” that appears in Section 1.1 of the Credit Agreement is hereby amended by amending and restating the grid that appears therein to read as follows:

 

Level	Rating S&P/Moody’s	Applicable Margin for ABR Loans	Applicable Margin for Eurodollar Loans
1	A/A2 or higher	0%	0.180%
2	A-/A3	0%	0.220%
3	BBB+/Baa1	0%	0.310%
4	BBB/Baa2	0%	0.390%
5	BBB-/Baa3	0%	0.450%
6	BB+/Ba1 or lower	0%	0.675%

 

(b)    The definition of “Facility Fee Rate” that appears in Section 1.1 of the Credit Agreement is hereby amended by amending and restating the grid that appears therein to read as follows:

 

Level	Rating S&P/Moody’s	Facility Fee Rate
1	A/A2 or higher	0.070%
2	A-/A3	0.080%
3	BBB+/Baa1	0.090%
4	BBB/Baa2	0.110%
5	BBB-/Baa3	0.150%
6	BB+/Ba1 or lower	0.200%

(c)    The definition of “Utilization Fee Rate” that appears in Section 1.1 of the Credit Agreement is hereby amended by amending and restating the grid that appears therein to read as follows:

 

Level	Rating S&P/Moody’s	Utilization Fee Rate
1	A/A2 or higher	0.050%
2	A-/A3	0.050%
3	BBB+/Baa1	0.100%
4	BBB/Baa2	0.100%
5	BBB-/Baa3	0.100%
6	BB+/Ba1 or lower	0.125%

(d)    The following definitions contained in Section 1.1 of the Credit Agreement are hereby amended and restated in their respective entireties to read as follows:

 

“L/C Commitment”: $950,000,000.

 

“Non-Procurement Facility Limit”: $400,000,000.

 

“Procurement L/C Facility Limit”: $950,000,000.

 

SECTION 3.    Amendment to Section 2.3(e) (Commitment Increase). Section 2.3(e) of the Credit Agreement is hereby amended by inserting the word “calendar” immediately before the word “year” in clause (i) thereof.

 

SECTION 4.    Amendment to Section 3.1 (L/C Commitment). Section 3.1 of the Credit Agreement is hereby amended by deleting the phrase “or the Other L/C Facility Limit” from the third sentence of the first paragraph thereof.

 

SECTION 5.    Amendment to Section 5.2(b) (Conditions to Each Credit Event). Section 5.2(b) of the Credit Agreement is hereby amended by replacing each reference to the phrase “Sections 4.2 and 4.6(b)” therein with the phrase “Sections 4.2, 4.6(b) and 4.13”.

 

SECTION 6.    Amendment to Section 10.1 (Amendments and Waivers). Section 10.1 of the Credit Agreement is hereby amended by replacing the phrase “Procurement Facility Limit” in the last paragraph therein to “Procurement L/C Facility Limit”.

 

SECTION 7.    Conditions to Effectiveness. This First Amendment shall become effective as of the date first set forth above (such date, the “First Amendment Effective Date”) upon the satisfaction of the following conditions precedent:

 

(a)    the Administrative Agent shall have received counterparts of this First Amendment, duly executed and delivered by the Borrower and each of the Lenders; and

 

(b)    the Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date.

 

SECTION 8.    Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that each of the representations and warranties made by the Borrower in or pursuant to the Credit Agreement, as amended by this First Amendment, that does not contain a materiality qualification is true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, and each of the representations and warranties made by the Borrower in or pursuant to the Credit Agreement, as amended by this First Amendment, that contains a materiality qualification is true and correct on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects, or true and correct, as the case may be, as of such earlier date).

SECTION 9.    Counterparts. This First Amendment may be executed by one or more of the parties to this First Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this First Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. From and after the First Amendment Effective Date, this First Amendment shall be binding upon each of the parties hereto and each of their respective successors and assigns (including transferees of its Commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

 

SECTION 10.    Continuing Effect; No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and each other Loan Document are and shall remain unchanged and in full force and effect. Any references in the Credit Agreement to “this Agreement”, “hereunder”, “herein” or words of like import, and each reference in any other document executed in connection with the Credit Agreement to “the Agreement”, “the Credit Agreement”, “thereunder”, “therein” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

 

SECTION 11.    GOVERNING LAW.    THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

 

PACIFIC GAS AND ELECTRIC COMPANY

By:   /s/ Nicholas Bijur                               

Name:    Nicholas Bijur

Title:     Assistant Treasurer

CITICORP NORTH AMERICA, INC., as

Administrative Agent and as a Lender

By:   /s/ Nietzsche Rodricks                          

Name: Nietzsche Rodricks

        Title: Vice President

 

 

By:   /s/ John V. Yancey, Jr.                             

Name: John V. Yancey, Jr.

Title:  Managing Director

By:   /s/ Mark W. Rogers                                 

Name: Mark W. Rogers

Title:  Vice President

By:   /s/ Janine M. Shugan                              

Name: Janine M. Shugan

Title:  Authorized Signatory

By:   /s/ Thomas Casey                               

Name: Thomas Casey

Title:  Vice President

By:   /s/ Mark Walton                            

Name: Mark Walton

Title:  Assistant Vice President

By:   /s/ David A. McCLuskey                     

Name: David A. McCLuskey

Title:  Authorized Signatory

By:   /s/ Alex Wernberg                           

Name: Alex Wernberg

Title:  Vice President

By:   /s/ Marie A. Haddad                            

Name: Marie A. Haddad

Title:  Associate Director Banking Products Services, US

By:   /s/ Barbara Ezell-McMichael                     

Name: Barbara Ezell-McMichael

Title:  Associate Director Banking Products Services, US

By:   /s/ Daniel Twenge               

Name: Daniel Twenge

Title:  Vice President

By:   /s/ Mark A. Renaud                         

Name: Mark A. Renaud

Title:  Managing Director

By:   /s/ Francis J. De Laney                   

Name: Francis J. De Laney

Title:  Managing Director

By:   /s/ Marcus Tarkington                      

Name: Marcus Tarkington

Title:  Director

By:   /s/ Rainer Meier                                  

Name: Rainer Meier

Title:  Assistant Vice President

By:   /s/ Jean-Pierre Diels             

Name: Jean-Pierre Diels

Title:  First Vice President

By:   /s/ Eric Raskin                      

Name: Eric Raskin

Title: Vice President

By:   /s/ Sydney G. Dennis             

Name: Sydney G. Dennis

Title:  Director

 

By:   /s/ John D. Reed                          

Name: John D. Reed

Title:  Director

By:   s/ Todd D. Vaubel                       

Name: Todd D. Vaubel

Title:  Assistant Vice President