NEXTERA ENERGY OPERATING PARTNERS, LP NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
Exhibit 10.4(c)
Execution Version
NEXTERA ENERGY OPERATING PARTNERS, LP
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
000 Xxxxxxxx Xxxxxxxxx
Juno Beach, Florida 33408
Dated as of February 8, 2024
Bank of America, N.A.
as Administrative Agent and Collateral Agent
Loan Servicing
Building C, 0000 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Building C, 0000 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Re: Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among NextEra Energy US Partners Holdings, LLC (the “Borrower”), NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) (as amended, the “Credit Agreement”).
To Whom It May Concern:
This request for extension (this “Extension Request”) is made pursuant to Section 2.11(a) of the Credit Agreement. Any capitalized terms appearing but not otherwise defined in this Extension Request shall have the meanings specified for those terms in the Credit Agreement.
A.Extension Notice, Request and Consent.
(a) Pursuant to the provisions of Section 2.11(a) of the Credit Agreement, each of the Loan Parties hereby requests that each Lender listed under Part A of Schedule I to the Credit Agreement, effective as of February 8, 2024, extend its respective Commitment Termination Date to February 8, 2029.
(b) The Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, for the purposes of this particular request for extension only, the Consent Date shall be the date hereof, and this Extension Request shall constitute Notice provided to the Agent in accordance with Section 2.11(a) of the Credit Agreement.
(c) Each Lender so indicating on its signature page to this Extension Request (each an “Extending Lender”) agrees to extend the Commitment Termination Date with
respect to its Commitment to February 8, 2029 or to such other date specified on its signature page to this Extension Request. By execution of this Extension Request, each Extending Xxxxxx agrees to waive the requirements of Section 2.11 solely to the extent that such Section requires notices to be received and delivered within specified times. This agreement to extend the Commitment Termination Date is subject in all respects to the terms of the Credit Agreement and is irrevocable.
(d) Notwithstanding any provision hereof, of the Credit Agreement or any other Loan Document to the contrary, any Lender that is presently a party to the Credit Agreement or, subsequent to the date hereof, becomes a Lender under the Credit Agreement by virtue of an assignment from another Lender, may, by written notice to the Agent elect to extend the Commitment Termination Date with respect to its Commitment to February 8, 2029. In such event, the Agent shall be authorized and directed to make the necessary updates to the Register.
B.Effect on Original Terms. The Borrower, the Agent, the Lenders and the Issuing Banks hereby acknowledge and agree that, except as expressly set forth in this Extension Request, all terms of the Credit Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Extension Request shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.
C.Extension Effective Date. This Extension Request shall become effective as of February 8, 2024; provided, that (i) on or prior to such date, (A) the Borrower and the Agent have executed this Extension Request, (B) Lenders having Commitments equal to more than 50% of the Commitments outstanding immediately prior to such date have executed and delivered this Extension Request, and (C) the Borrower shall have paid all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent), and the up-front fees then payable to the Extending Lenders, and (ii) the Borrower shall have satisfied the conditions set forth in Section 7.01(c), (d) and (f) of the Credit Agreement and delivered the certificate described in Section 2.11(b) or Section 2.11(d), as applicable, of the Credit Agreement on such date. This Extension Request shall be deemed to constitute a Loan Document.
D.Execution and Delivery. This Extension Request may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension Request by emailed pdf. file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.
E.Headings. The division into sections and other subdivisions of this Extension Request and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Extension Request. Words in the singular include the plural and vice versa and words in one gender include all genders.
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F.Governing Law. This Extension Request shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signatures appear on following pages]
3
By signing this Extension Request where indicated below, each of the Loan Parties, the Lenders and the Agent is confirming its acceptance of the terms of this Extension Request as set forth above.
NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor
By: NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner
By: XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower
By: XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
By executing this Amendment on behalf o f the Borrower and Guarantor, the officer executing this Amendment certifies that the Amendment was executed by the Borrower and Guarantor outside of the State of Florida for delivery to the Agent or its counsel outside of the State of Florida.
[NEP – Extension of Credit Agreement – Signature Page]
BANK OF AMERICA, N.A., as the Agent
By: XXXXXXX X. XXXXX
Name: XxXxxxx X. Xxxxx
Title: Assistant Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
BANK OF AMERICA, N.A.
Type or Print Name of Lender
By: XXXXXXXXXX X. XXXXXXXX
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Bank of Montreal,
By: XXXXXXX XXXXXXXX
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
BARCLAYS BANK PLC
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
BNP Paribas
By: XXXXXXX XXXXXXX
Name: Xxxxxxx XXXXXXX
Title: Managing Director
By: XXXXXX XXXXXXX
Name: Xxxxxx XXXXXXX
Title: Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
CITIBANK, N.A.,
as Lender
By: XXXX XXXXXXX
Name: Xxxx Xxxxxxx
Title: Managing Director / Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By: XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Managing Director
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Managing Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as Lender
By: XXXXXXXX XXX
Name: Xxxxxxxx Xxx
Title: Managing Director
[NEP – Extension of Credit Agreement – Signature Page]
XXXXXXX XXXXX BANK USA, as Lender
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
HSBC BANK USA, NATIONAL ASSOCIATION
Type or Print Name of Lender
By: XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: Director
By: XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
JPMORGAN CHASE BANK, N.A.
By: XXXXXXXX XXXXXX
Name: Xxxxxxxx Xxxxxx
Title: Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
KeyBank National Association
By: XXXXX XXXXXXXXX
Name: Bahar Lotfalian
Title: Senior Vice President
By:
Name:
Title:
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Mizuho Bank, Ltd.
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
XXXXXX XXXXXXX BANK, N.A.
By: XXXXXXX XXXX
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
MUFG BANK, LTD.
Type or Print Name of Lender
By: XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
REGIONS BANK
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
ROYAL BANK OF CANADA
By: XXX XXXXXXXX
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
SOCIÉTÉ GÉNÉRALE
DocuSigned by:
By: XXXXXXXX XXXXXXXX
2F1B9F9B0DB94BB
Name: Xxxxxxxx Xxxxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
SUMITOMO MITSUI BANKING CORPORATION
By: XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Executive Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
TRUIST BANK, as Lender
By: XXXXXXXXX XXXXXXXXXX
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
The Bank of Nova Scotia
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
By:
Name:
Title:
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Xxxxx Fargo Bank, N.A.
Type or Print Name of Lender
By: XXXXXXX XXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxx
Title: Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Banco Santander, S.A., New York Branch
Type or Print Name of Lender
By: XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Managing Director
By: XXXX XXXX-XXXXXXXX
Name: Xxxx Xxxx-Xxxxxxxx
Title: Executive Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Canadian Imperial Bank of Commerce, New York Branch
Type or Print Name of Lender
By: XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Managing Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Commerzbank AG, New York Branch
By: XXXXXXX XXXX
Name: Xxxxxxx Xxxx
Title: Managing Director
By: XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Vice President
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
Intesa Sanpaolo S.p.A., New York Branch
By: XXXXXX XXXXXXX XXXX
Name: Xxxxxx Xxxxxxx Xxxx
Title: Managing Director
By: XXXXXXXX XXXXXXX XXXXXXXX
Name: Xxxxxxxx Xxxxxxx Xxxxxxxx
Title: Business Director
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
National Australia Bank Limited
By: XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Associate Director
By:
Name:
Title:
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
THE TORONTO-DOMINION BANK,
NEW YORK BRANCH, as Lender
By: XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
[NEP – Extension of Credit Agreement – Signature Page]
Consent to extend its Commitment Termination Date:
DNB Capital LLC
Type or Print Name of Lender
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx, SVP
Title:
By: XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx, SVP
Title:
[NEP – Extension of Credit Agreement – Signature Page]