Execution Copy
THIRD
AMENDED AND RESTATED
CREDIT AGREEMENT
Dated to be Effective as of May 8, 2009
among
ENSERCO ENERGY INC.
as Borrower,
and
FORTIS CAPITAL CORP.
as Administrative Agent, Collateral Agent,
Co-Lead Arranger, Co-Bookrunner, an Issuing Bank, and a Bank
and
SOCIETE GENERALE
as Co-Lead Arranger, Co-Bookrunner, Syndication Agent, an Issuing Bank, and a Bank
and
BNP PARIBAS
as Co-Lead Arranger, Co-Bookrunner, Documentation Agent, an Issuing Bank, and a Bank
and
U.S. BANK NATIONAL ASSOCIATION
as a Bank
and
THE BANK OF TOKYO MITSUBISHI UFJ, LTD., NEW YORK BRANCH
as a Bank
and
THE OTHER FINANCIAL INSTITUTIONS WHICH
MAY BECOME PARTIES HERETO
011038.0122\517034.09
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
ARTICLE II THE CREDITS
3 rd A&R Credit Agreement [Enserco]
1.01
Certain Defined Terms
1.02 Other Interpretive Provisions
1.03 Accounting Principles
2.01 Amounts and Terms of Committed Line
2.01A
Increase in Subscribed Amounts
2.01B
Increase in Committed Line Portions
2.02
Loan Accounts
2.03
Procedure for Borrowing.
2.03A Conversion and Continuation Elections.
2.04 Optional Prepayments
2.05 Mandatory Prepayments of Loans.
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
ARTICLE II THE CREDITS
ARTICLE III THE LETTERS OF CREDIT
ARTICLE IV TAXES AND YIELD PROTECTION
ARTICLE V CONDITIONS PRECEDENT
ARTICLE VI REPRESENTATIONS AND WARRANTIES
011038.0122\517034.09
ARTICLE VII AFFIRMATIVE COVENANTS
1.01
Certain Defined Terms
1.02 Other Interpretive Provisions
1.03 Accounting Principles
2.01 Amounts and Terms of Committed Line
2.01A
Increase in Subscribed Amounts
2.01B
Increase in Committed Line Portions
2.02
Loan Accounts
2.03
Procedure for Borrowing.
2.03A Conversion and Continuation Elections.
2.04 Optional Prepayments
2.05 Mandatory Prepayments of L