AMENDMENT NO. 11 TO RECEIVABLES FINANCING AGREEMENT
EXHIBIT 10.3
EXECUTION VERSION
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.
AMENDMENT NO. 11 TO
This AMENDMENT NO. 11 TO RECEIVABLES FINANCING AGREEMENT, dated as of March 28, 2024 (this “Amendment”), among PG&E AR Facility, LLC, a Delaware limited liability company (the “Borrower”), Pacific Gas and Electric Company, a California corporation (“PG&E”), as initial Servicer (in such capacity, the “Servicer”) and as retention holder (in such capacity, the “Retention Holder”), JPMorgan Chase Bank, N.A. (“JPM”), as a Committed Lender and as a Group Agent, Jupiter Securitization Company LLC (“Jupiter”), as a Conduit Lender, Mizuho Bank, Ltd. (“Mizuho”), as a Committed Lender and as a Group Agent, BNP Paribas (“BNP”), as a Committed Lender and as a Group Agent, Xxxxxxxx Funding Corporation (“Starbird”), as a Conduit Lender, Victory Receivables Corporation (“Victory”), as a Conduit Lender, and MUFG Bank, Ltd. (“MUFG”), as a Committed Lender, as a Group Agent and as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into that certain Receivables Financing Agreement, dated as of October 5, 2020 (as amended, restated, supplemented, assigned or otherwise modified from time to time, the “Agreement”); and
WHEREAS, concurrently herewith, PG&E, Xxxxxxxx, N.A., as collection account agent (the “Collection Account Agent”) and Xxxxx Fargo Bank, National Association, as the Borrower Account Bank, are entering into that certain Deposit Account Control Agreement, dated as of the date hereof (the “Xxxxx Fargo Account Control Agreement”);
WHEREAS, concurrently herewith, PG&E, the Borrower, the Administrative Agent, the Collection Account Agent and the other parties party thereto are entering into that certain Update to Schedule I to the Collection Account Intercreditor Agreement, dated as of the date hereof (the “ICA Update”, and together with the Xxxxx Fargo Account Control Agreement, collectively, the “Related Agreements” and each, a “Related Agreement”); and
WHEREAS, the parties hereto seek to modify the Agreement upon the terms hereof.
NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), each of the parties hereto agree as follows:
A G R E E M E N T:
1. Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) Section 1.01 of the Agreement.
2. Amendment to the Agreement. Effective as of the date hereof, the Agreement is hereby amended as follows:
(a) Schedule I of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule I; and
(b) Schedule II of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule II.
3. Consent. Each of the parties hereto hereby consents to the execution and delivery of each Related Agreement.
4. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof upon satisfaction of the following conditions:
(a) receipt by the Administrative Agent of executed counterparts of this Amendment duly executed by each of the parties hereto; and
(b) receipt by the Administrative Agent of executed counterparts of the Related Agreements duly executed by each of the parties thereto.
5. Certain Representations and Warranties. Each of the Servicer, the Retention Holder and the Borrower represents and warrants to each Credit Party as of the date hereof, as follows:
(a) Representations and Warranties. Both before and immediately after giving effect to this Amendment, the Related Agreements and the transactions contemplated hereby and thereby, all of its respective representations and warranties contained in the Agreement (other than the representations and warranties set forth in Sections 6.01(f)(ii) and (l) of the Agreement and in Sections 6.02(f)(ii), (m)(i), (m)(ii) and (p) of the Agreement) and each other Transaction Document to which it is a party that (x) do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, and (y) contains a materiality qualification are true and correct on and as of the date hereof (or, to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct, as the case maybe, as of such earlier date).
(b) Power and Authority; Due Authorization. That it has all necessary corporate power, limited liability company power, and authority (as applicable) to (i) execute and deliver this Amendment, the Related Agreements and the transactions
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contemplated hereby and thereby and (ii) perform its obligations under this Amendment, the Agreement (as amended hereby), the Related Agreements and each of the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Amendment, the Agreement, the Related Agreements and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable.
(c) Binding Obligations. This Amendment, the Agreement (as amended hereby), the Related Agreements and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of the Borrower, the Servicer and the Retention Holder, as applicable, enforceable against the Borrower, the Servicer or the Retention Holder, as applicable, in accordance with their respective terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (y) applicable Requirements of Law (including the approval of the CPUC) prior to foreclosure or other exercise of remedies hereunder or under the Transaction Documents.
(d) No Event of Default or Termination Events. No Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, and no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event would result from this Amendment, the Related Agreements or the transactions contemplated hereby or thereby.
6. Reference to and Effect on the Agreement and the Other Transaction Documents.
(a) From and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or words of like import, and each reference in each of the other Transaction Documents to the “Receivables Financing Agreement”, “thereunder”, “thereof” or words of like import, in each case referring to the Agreement, shall mean and be, a reference to the Agreement, as amended hereby.
(b) The Agreement (except as specifically amended herein) and the other Transaction Documents are hereby ratified and confirmed in all respects by each of the parties hereto and shall remain in full force and effect in accordance with its respective terms.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of or amendment to, any right, power or remedy of the Administrative Agent or any other Credit Party under, nor constitute a waiver of or amendment to, any other provision or condition under, the Agreement or any other Transaction Document.
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7. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the other Credit Parties in connection with the preparation, negotiation, execution and delivery of this Amendment and the transactions contemplated hereby.
8. GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).
9. Transaction Documents. This Amendment is a Transaction Document executed pursuant to the Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.
10. Integration. This Amendment, the Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
11. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed counterpart hereof or any other electronic means as provided in the immediately following sentence. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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13. Mutual Negotiations. This Amendment is the product of mutual negotiations by the parties hereto and their counsel, and no party shall be deemed the draftsperson of this Amendment or any provision hereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Amendment, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.
14. Headings. The captions and headings of this Amendment are included herein for convenience of reference only and shall not affect the interpretation of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
PG&E AR FACILITY, LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer | |||||
PACIFIC GAS AND ELECTRIC COMPANY, as the Servicer and as Retention Holder By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President and Treasurer | |||||
S-1 Amendment No. 11 to RFA
MUFG BANK, LTD., as Administrative Agent By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director | |||||
MUFG BANK, LTD., as Group Agent for the MUFG Group By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director | |||||
MUFG BANK, LTD., as a Committed Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director | |||||
VICTORY RECEIVABLES CORPORATION, as a Conduit Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President | |||||
S-2 Amendment No. 11 to RFA
MIZUHO BANK, LTD., as Group Agent for the Mizuho Group By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director | ||
MIZUHO BANK, LTD., as a Committed Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director | ||
S-3 Amendment No. 11 to RFA
| BNP PARIBAS, as Group Agent for the BNP Group By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BNP PARIBAS, as a Committed Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director XXXXXXXX FUNDING CORPORATION, as a Conduit Lender By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as Group Agent for the JPM Group By: /s/ Xxxx X Xxxxx Name: Xxxx X Xxxxx Title: Executive Director JPMORGAN CHASE BANK, N.A., as a Committed Lender By: /s/ Xxxx X Xxxxx Name: Xxxx X Xxxxx Title: Executive Director JUPITER SECURITIZATION COMPANY LLC, as a Conduit Lender By: /s/ Xxxx X Xxxxx Name: Xxxx X Xxxxx Title: Executive Director | ||
S-4 Amendment No. 11 to RFA
SCHEDULE I
Commitments
Commitments
| Party | Capacity | Period 1 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
| Party | Capacity | Period 2 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
| Party | Capacity | Period 3 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
| Party | Capacity | Period 4 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
| Party | Capacity | Period 5 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
Schedule I-1
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
| Party | Capacity | Period 6 Commitment | ||||||
| MUFG | Committed Lender | $550,000,000.00 | ||||||
| Mizuho | Committed Lender | $316,666,666.67 | ||||||
| BNP | Committed Lender | $316,666,666.67 | ||||||
| JPM | Committed Lender | $316,666,666.67 | ||||||
Schedule I-2
SCHEDULE II
Lock-Boxes, Collection Accounts and Borrower Accounts
Lock-Boxes, Collection Accounts and Borrower Accounts
| Collection Account Bank | Collection Account Number | Associated Lock-Box (if any) | ||||||
| Bank of America, N.A. | [****] | N/A | ||||||
| Citibank, N.A. | [****] | N/A | ||||||
| The Bank of New York Mellon | [****] | N/A | ||||||
| Xxxxx Fargo Bank, National Association | [****] | N/A | ||||||
| Borrower Account Bank | Borrower Account Number | ||||
| The Bank of New York Mellon | [****] | ||||
Schedule II-1
