<PAGE>
File No. 70-8469
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________________________________
__________
CENTRAL AND SOUTH WEST CORPORATION CSW SWEENY GP, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 Dallas, Texas 75202
CSW ENERGY, INC. CSW SWEENY GP II, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 Dallas, Texas 75202
CSW SWEENY LP, INC. CSW SWEENY LP II, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 Dallas, Texas 75202
(Names of companies filing this statement and
addresses of principal executive offices)
_____________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_____________________________________________________
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Energy, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny GP, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny GP II, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny LP, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny LP II, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005-1413
(Names and addresses of agents for Service)
_____________________________________________________
Respectfully request that copies be sent to:
Adam Wenner Edwin F. Feo
Milbank, Tweed, Hadley & McCloy Milbank, Tweed, Hadley & McCloy
International Square Building 601 South Figueroa Street
1825 Eye Street, N.W., Suite 1100 Los Angeles, CA 90017
Washington, D.C. 20006
Central and South West Corporation, a Delaware corporation
("CSW") and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), CSW Energy,
Inc., a Texas corporation and wholly-owned subsidiary of CSW
("Energy"), CSW Sweeny GP, Inc., a ("Energy Sub GP"), CSW Sweeny
GP II, Inc. ("Sweeny GP"), CSW Sweeny LP, Inc. ("Energy Sub LP"),
and CSW Sweeny LP II, Inc. ("Sweeny LP"), (collectively, the
"Applicants") hereby file this Amendment No. 3 (post-effective)
to the Application-Declaration in File No. 70-8469, to amend the
Application-Declaration to seek authority to obtain construction
and term financing in an amount not to exceed $250 million; to
obtain or arrange for letters of credit and a revolving working
capital credit line up to $50 million; to provide advances to the
Partnership in an amount not to exceed $250 million in the event
construction financing has not been secured as of the
commencement of construction; and, to provide up to $300 million
in equity support to the Project. In all other respects, the
Application-Declaration as previously filed will remain the same.
Item 1. Description of Proposed Transaction.
Section 3 of Item 1 is hereby amended as follows:
(3) Financing the Project.
The first sentence of Section 3 is hereby deleted and
replaced in its entirety with the subsection designation "(A)
Development of the Project."
Section 3 is further amended by adding the following
immediately at the end thereof:
It is anticipated that the Development Expenses financed by
the Applicants prior to the closing of the third party
construction or term financing would be repaid from the proceeds
of such financing, as described below.
(B) The Credit Facility It is anticipated that the
Partnership will obtain a credit facility (the "Credit Facility")
provided by a third party bank or other lending institution (or a
syndicate of banks or lending institutions) to be determined
(each, collectively, the "Project Lender") in an amount not to
exceed $250 million for the construction and operation of the
Project, which would include a construction loan in an amount not
to exceed $250 million, to be later converted to, or refinanced
by, a term loan. It is anticipated that the term loan would be
repaid over a term of up to 25 years. Under the credit agreement
or agreements and any interest rate protection agreements that
the Applicants may enter into with the Project Lender in respect
of the construction and term financings, it is anticipated that
the interest cost to the Applicants under this structure will not
exceed the prime commercial lending rate as in effect from time
to time at Mellon Bank plus 4% for both the construction loans
and term loans. Any promissory notes or other instruments
evidencing such debt would, to the extent necessary, restate
these terms. It is anticipated that the stock of Energy Sub GP,
Sweeny GP, Energy Sub LP and Sweeny LP, the Project assets owned
by the Partnership and the partnership interests in the
Partnership held by Sweeny GP and Sweeny LP may be required to be
pledged as collateral to the Project Lender as a condition to
obtaining the Credit Facility.
It is anticipated that the construction loan would have a
term of up to 5 years, and will be converted to, or refinanced
by, either (y) a term loan or (z) a combination of a term loan
and capital contributions from Energy and a nonassociate
company(ies) who will become a new limited and/or general
partner(s) of the Partnership (the "New Partner") prior to or
upon the completion of the Project (which is expected to occur
before December 31, 2000, absent force majeure events), each as
more fully described below.
In order to meet the Project's milestones and completion
deadlines, it may be necessary for the Partnership to begin the
construction of the Project, previously authorized by the
Commission, prior to the closing of third party construction
financing. If the Partnership is unable to arrange for the
construction loan from the Project Lender prior to the start of
construction of the Project, then CSW or Energy, directly or
indirectly through Energy Sub GP, Energy Sub LP, Sweeny GP and/or
Sweeny LP, may make loans, open account advances or additional
equity contributions to the Partnership in an aggregate amount
not to exceed $250 million (the "Advances").
The Advances would be used for construction and operation of
the Project, including performance testing, start-up costs and
working capital costs. If the Advances are made in the form of
additional equity contributions to the Partnership, then the
Advances would be repaid out of the proceeds of the Credit
Facility or (prior to the procurement of the Credit Facility) out
of revenues from the Project. If the Advances are made in the
form of loans or open account advances, then the Advances would
be made on the same terms as the loans or open account advances
which have been made in respect of the Development Expenses. It
is anticipated that the Advances would be refinanced by the
Credit Facility or the equity contribution of the New Partner, as
appropriate, upon the terms set forth herein. In the event that
any Advances remain outstanding at the start of commercial
operation of the Project, they would be repaid out of Project
revenues until the closing of such refinancing. No Advances will
remain outstanding to the extent that such Advances would cause
the Project not to qualify as a "qualifying facility" under PURPA
and the rules and regulations of FERC adopted thereunder. The
Applicants hereby seek the authority of the Commission to make
the Advances upon the terms described above pursuant to Sections
9(a), 10 and 12(b) of the Act and Rules 45 and 51 thereunder.
Independent of the Credit Facility and Advances, CSW and
Energy seek approval of the Commission to issue corporate
guaranties (the "Guaranties") and to arrange with a third party
lender to be determined (the "Issuer") for irrevocable standby
letters of credit (the "LOCs") in an aggregate amount not to
exceed $50 million. CSW, Energy, New Partner or the Partnership
would be the account party (the "Account Party") under the LOCs.
The Guaranties and LOCs would support certain payment
obligations of the Partnership required by third parties under
the project documents. The LOCs would be issued for renewable
terms not to exceed 10 years for the duration of the project
document to which such LOC relates. Drawings made under the LOCs
would be reimbursable to the Issuer by the Account Party and,
upon such reimbursement, the LOC may be reinstated to the face
amount. Fees payable to the Issuer by the Account Party for the
LOCs would not exceed 2% per annum of the face amount of the
LOCs, and the interest rate payable per annum on unreimbursed
drawings under the LOCs would not exceed the prime rate of the
Issuer plus four percentage points. The prime rate plus four
percentage points is the expected maximum rate that the Issuer
may require in light of the fact that the LOCs would be unsecured
and may be issued prior to commencement of operations of the
Project. Amounts paid pursuant to the Guaranties or paid to the
Issuer by the Account Party (provided the Account Party is not
the Partnership) in respect of the LOCs would be reimbursed to
the Account Party by the Partnership. It is anticipated that the
stock of Energy Sub GP, Sweeny GP, Energy Sub LP and Sweeny LP,
the Project assets owned by the Partnership and the partnership
interests in the Partnership held by Sweeny GP and Sweeny LP may
be required to be pledged as collateral to the Project Lender as
a condition to obtaining the Letters of Credit and the
Guaranties.
(C) Equity Support. The Project Lender may request that
CSW, Energy and/or New Partner provide some assurance that up to
$250 million of equity contributions will be made to the Project
in the form of an equity support agreement, guarantee or letter
of credit. Such equity support agreement, guarantee or letter of
credit shall be substantially on the terms of, and reimbursable
in the manner of, the Credit Facility, Advances, Guarantees or
LOCs, as the case may be, described above. Any drawings under
such equity support agreement, guarantee or letter of credit
would be applied to amounts outstanding under the Credit Facility
and would not increase the exposure of the Applicants above the
amount of the Credit Facility. Such drawings would have the same
effect as Advances.
Notwithstanding any statement to the contrary in this
Application-Declaration, the authority of the Commission granted
pursuant to this Application-Declaration constitutes specific
authority in connection with the Project. Such authority is
separate from, and does not constitute a part of, the authority
of the Commission granted pursuant to orders of the Commission
dated September 28, 1990 (HCAR No. 25162), November 22, 1991
(HCAR No. 25414) and December 31, 1992 (HCAR No. 25728) and
November 28, 1995 (HCAR No. 26417), together with any subsequent
orders, in File No. 70-7758 and August 6, 1993 (HCAR No. 25866)
and November 28, 1995 (HCAR No. 26416), together with any
subsequent orders, in File No. 70-8205.
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended to be restated in its entirety as
follows:
Sections 6, 7, 9(a), 10, 12(b) and 12(c) of the Act and
Rules 42, 43, 45 and 51 thereunder are or may be applicable to
the proposed transaction as described more particularly above.
Specifically, Sections 9(a) and 10 of the Act and Rules 43,
45(a), 45(b)(1) and 51 thereunder are or may be applicable to the
formation of Project entities, the equity investment of Energy in
Energy Sub GP and Energy Sub LP, of Energy Sub GP in Sweeny GP,
of Energy Sub LP in Sweeny LP and of Sweeny GP and Sweeny LP in
the Partnership. Section 12(b) of the Act and Rules 45(a) and
45(b) thereunder are or may be applicable to any extensions of
credit or open account advances between associated companies in
connection with the proposed transaction. Section 12(c) of the
Act and Rule 42 thereunder are or may be applicable to any
retiring or redemption of securities in connection with the
proposed transaction. Sections 6 and 7 of the Act are or may be
applicable to the third party financing of the transaction,
including the pledge of the stock of Energy Sub GP, Energy Sub
LP, Sweeny GP and Sweeny LP and the collateral assignment of the
partnership interests of Sweeny GP and Sweeny LP. To the extent
any other sections of the Act or rules of the Commission
promulgated thereunder may be applicable to the proposed
transaction, CSW, Energy, Energy Sub GP, Energy Sub LP, Sweeny
GP, Sweeny LP and the Partnership hereby request appropriate
orders thereunder.
As of December 31, 1995, CSW has invested $825 million in
aggregate in EWGs and foreign utility companies, as defined under
Section 33(a) of the Act ("FUCOs"), or less than 45% of $1,847
million, the average of CSW's consolidated retained earnings for
the four consecutive quarters ended December 31, 1995 thus
satisfying Rule 53 (a)(1). CSW will maintain and make available
the books and records required by Rule 53(a)(2). No more than 2%
of the employees of CSW's operating subsidiaries will, at any one
time, directly or indirectly, render services to any EWG or FUCO
in which CSW directly or indirectly owns an interest, satisfying
Rule 53(a)(3). CSW will submit a copy of Item 9 and Exhibits G
and H of CSW's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of CSW's operating
utility subsidiaries, satisfying Rule 53(a)(4). None of the
conditions described in Rule 53(b) exist with respect to CSW or
any of its subsidiaries, thereby satisfying such rule and making
Rule 53(c) inapplicable.
Item 5. Procedure.
Item 5 is hereby amended and restated in its entirety to
read as follows:
It is requested that the Commission issue and publish no
later than February 23, 1996, the requisite notice under Rule 23
with respect to the filing of this Application-Declaration, such
notice to specify a date not later than March 19, 1996, as the
date after which an order granting and permitting the
Application-Declaration to become effective may be entered by the
Commission and the Commission enter not later than March 20,
1996, an appropriate order granting and permitting this
Application-Declaration to become effective.
No recommended decision by a hearing officer or other
responsible officer of the Commission is necessary or required in
this matter. The Division of Investment Management of the
Commission may assist in the preparation of the Commission's
decision in this matter. There should be no thirty-day waiting
period between the issuance and the effective date of any order
issued by the Commission in this matter, and it is respectively
requested that such order be made effective immediately upon the
entry hereof.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended and restated in its entirety to
read as follows:
Amended
Exhibit 1 - Proposed Notice of Proceeding
Amended
Exhibit 2 - Preliminary Opinion of Milbank, Tweed, Hadley &
McCloy, counsel for CSW, Energy, Energy Sub GP, Energy
Sub LP, Sweeny GP, Sweeny LP and the Partnership
Amended
Exhibit 3 - Final or "past tense" Opinion of Milbank, Tweed,
Hadley & McCloy, counsel for CSW, Energy, Energy Sub
GP, Energy Sub LP, Sweeny GP, Sweeny LP and the
Partnership (to be filed by amendment).
Amended
Exhibit 4 - Financial Statements per book and pro forma as
of December 31, 1995 of CSW and Subsidiaries
(consolidated), CSWand Energy (to be filed by
amendment).
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CENTRAL AND SOUTH WEST CORPORATION
By /s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CSW ENERGY, INC.
By /s/TERRY D. DENNIS
Terry D. Dennis
President
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CSW SWEENY GP, INC.
By /s/TERRY D. DENNIS
Terry D. Dennis
President
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CSW SWEENY GP II, INC.
By /s/TERRY D. DENNIS
Terry D. Dennis
President
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CSW SWEENY LP, INC.
By /s/TERRY D. DENNIS
Terry D. Dennis
President
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: February 21, 1996
CSW SWEENY LP II, INC.
By /s/TERRY D. DENNIS
Terry D. Dennis
President
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
1 Proposed Notice of Proceeding. Electronic
2 Preliminary Opinion of Milbank, Tweed, ----------
Hadley & McCloy, counsel for CSW,
Energy, Energy Sub GP, Energy Sub LP,
Sweeny GP, Sweeny LP and the
Partnership (to be filed by amendment).
3 Final or "past tense" Opinion of Milbank, ----------
Tweed, Hadley & McCloy, counsel for
CSW, Energy, Energy Sub LP, Sweeny
GP, Sweeny LP and the Partnership
(to be filed with the Certificate of
Notification)
4 Financial Statements per book and pro
forma as of December 31, 1995 of
CSW and Subsidiaries (consolidated),
CSW and Energy (to be filed by
amendment).
<PAGE>
EXHIBIT 1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-__________)
Filings under the Public Utility Holding Company Act of 1935
("Act") __________, 1996
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the application(s) and/or declaration(s) for complete
statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendment(s) thereto
is/are available for public inspection through the Commission's
Office of Public Reference.
Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit their
views in writing by __________, 1996 to the Secretary, Securities
and Exchange Commission, Washington, D.C. 20549, and serve a copy
on the relevant applicant(s) and/or declarant(s) at the
address(es) specified below. Proof of service (by affidavit or,
in the case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Central and South West Corporation, CSW Energy, Inc., et al
(70-8469)
Central and South West Corporation ("CSW"), a registered
holding company, and its nonutility subsidiaries, CSW Energy,
Inc. ("Energy"), CSW Sweeny GP, Inc. ("Energy Sub GP"), CSW
Sweeny LP, Inc. ("Energy Sub LP"), CSW Sweeny GP II, Inc.
("Sweeny GP"), CSW Sweeny LP II, Inc. ("Sweeny LP") and Sweeny
Cogeneration Limited Partnership (the "Partnership") have filed
an application-declaration (the "Application") pursuant to
Sections 6, 7, 9(a), 10, 12(b) and 12(c) of the Act and Rules 42,
43, 45 and 51 thereunder.
By order dated December 9, 1994 (HCAR No. 26184), the
Commission authorized the Applicants to form Energy Sub GP,
Energy Sub LP, Sweeny GP, Sweeny LP and the Partnership and
incur certain development expenses not to exceed $20 million in
connection with the investment in and development, construction,
ownership and operation of a qualifying cogeneration facility
known as the Sweeny Cogeneration Project (the "Project"),
consisting of an approximately 320 megawatt (net) gas fired
cogeneration facility to be located in or near Sweeny, Texas.
The Applicants now propose that the Partnership obtain a
credit facility (the "Credit Facility") provided by a third party
bank or other lending institution (or a syndicate of banks or
lending institutions) to be determined (each, collectively, the
"Project Lender") in an amount not to exceed $300 million for the
construction and operation of the Project, which would include
(a) a construction loan in an amount not to exceed $250 million,
to be later converted to, or refinanced by, a term loan, and (b)
letters of credit and a revolving working capital credit line in
an aggregate amount up to $50 million provided by the Project
Lender to issue any letters of credit or guaranties that may be
required by any third parties under the project documents and to
fund working capital for the Project. It is anticipated that the
term loan would be repaid over a term of up to 25 years. Under
the credit agreement or agreements and any interest rate
protection agreements that the Applicants may enter into with the
Project Lender in respect of the construction and term
financings, it is anticipated that the interest cost to the
Applicants under this structure will not exceed the prime
commercial lending rate as in effect from time to time at Mellon
Bank plus 4% for both the construction loans and term loans. Any
promissory notes or other instruments evidencing such debt would,
to the extent necessary, restate these terms. The Applicants
also anticipate that any unreimbursed drawings under any such
letters of credit issued as part of the Credit Facility will be
treated as loans thereunder and that the stock of Energy Sub GP,
Sweeny GP, Energy Sub LP and Sweeny LP, the Project assets owned
by the Partnership and the partnership interests in the
Partnership held by Sweeny GP and Sweeny LP may be required to be
pledged as collateral to the Project Lender as a condition to
obtaining the Credit Facility.
It is anticipated that the construction loan would have a
term of up to 5 years, and will be converted to, or refinanced
by, either (y) a term loan or (z) a combination of a term loan
and capital contributions from Energy and a nonassociate
company(ies) who will become a new limited and/or general
partner(s) of the Partnership (the "New Partner") prior to or
upon the completion of the Project (which is expected to occur
before December 31, 2000, absent force majeure events), each as
more fully described below.
In order to meet the Project's milestones and completion
deadlines, it may be necessary for the Partnership to begin the
construction of the Project, previously authorized by the
Commission, prior to the closing of third party construction
financing. If the Partnership is unable to arrange for the
construction loan from the Project Lender prior to the start of
construction of the Project, then CSW or Energy, directly or
indirectly through Energy Sub GP, Energy Sub LP, Sweeny GP and/or
Sweeny LP, may make loans, open account advances or additional
equity contributions to the Partnership in an aggregate amount
not to exceed $250 million (the "Advances").
The Advances would be used for construction and operation of
the Project, including performance testing, start-up costs and
working capital costs. If the Advances are made in the form of
additional equity contributions to the Partnership, then the
Advances would be repaid out of the proceeds of third party
financing (such financing to be either the construction loan or
the term loan) or (prior to such financing) out of revenues from
the Project. If the Advances are made in the form of loans or
open account advances, then the Advances would be made on the
same terms as the loans or open account advances which have been
made in respect of the Development Expenses. The Applicants
anticipate that the Advances would be refinanced by the Credit
Facility or the equity contribution of the New Partner, as
appropriate, upon the terms set forth herein. In the event that
any Advances remain outstanding at the start of commercial
operation of the Project, they would be repaid out of Project
revenues until the closing of such refinancing. No Advances will
remain outstanding to the extent that such Advances would cause
the Project not to qualify as a "qualifying facility" under PURPA
and the rules and regulations of FERC adopted thereunder. The
Applicants seek the authority of the Commission to make the
Advances upon the terms described above pursuant to Sections
9(a), 10 and 12(b) of the Act and Rules 45 and 51 thereunder.
Independent of the Credit Facility and Advances, CSW and
Energy seek approval of the Commission to issue corporate
guaranties (the "Guaranties") and to arrange with a third party
lender to be determined (the "Issuer") for irrevocable standby
letters of credit (the "LOCs") in an aggregate amount not to
exceed $50 million. CSW, Energy, New Partner, or the
Partnership would be the account party (the "Account Party")
under the LOCs.
The Guaranties and LOCs would support certain payment
obligations of the Partnership required by third parties under
the project documents. The LOCs would be issued for renewable
terms not to exceed 10 years for the duration of the project
document to which such LOC relates. Drawings made under the LOCs
would be reimbursable to the Issuer by the Account Party and,
upon such reimbursement, the LOC would be reinstated to the face
amount. Fees payable to the Issuer by the Account Party for the
LOCs would not exceed 2% per annum of the face amount of the
LOCs, and the interest rate payable per annum on unreimbursed
drawings under the LOCs would not exceed the prime rate of the
Issuer plus four percentage points. The prime rate plus four
percentage points is the expected maximum rate that the Issuer
may require in light of the fact that the LOCs would be unsecured
and may be issued prior to commencement of operations of the
Project. Amounts paid pursuant to the Guaranties or paid to the
Issuer by the Account Party (provided the Account Party is not
the Partnership) in respect of the LOCs would be reimbursed to
the Account Party by the Partnership.
The Project Lender may request that CSW, Energy and/or New
Partner provide some assurance that up to $300 million of equity
contributions will be made to the Project in the form of an
equity support agreement or letter of credit. Such equity
support agreement or letter of credit shall be substantially on
the terms of, between the same parties as, and reimbursable in
the manner of, the LOCs described above. Any drawings under such
equity support agreement or letter of credit will be applied to
amounts outstanding under the Credit Facility and will not
increase the exposure of the Applicants above the amount of the
Credit Facility.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
