EXTENSION AGREEMENT November 9, 2023
Exhibit 10.1
Execution Version
November 9, 2023
JPMorgan Chase Bank, N.A., as the Agent
under the Credit Agreement referred to below
JPMorgan Chase Bank, N.A.
000 Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 0
Newark, Delaware 19713
Attention: Xxxxxxxx Xxxxxx
JPMorgan Chase Bank, N.A.
8181 Communications Pkwy
Plano, Texas 75024
Attention: Xxxxx Xxxxxx
Ladies and Gentlemen:
Reference is made to (i) the Revolving Credit Agreement, dated as of November 9, 2021 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of November 9, 2022, and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), among Oncor Electric Delivery Company LLC, as the Borrower, the banks and other financial institutions party thereto as Lenders, JPMorgan Chase Bank, N.A., as the Agent and the Swingline Lender, and the Fronting Banks party thereto, and (ii) the Borrower’s request contained in its Extension Request Letter, dated September 22, 2023 (the “Extension Request”), for (A) an extension of the Commitment Termination Date to November 9, 2028, and (B) the related extensions of the Swingline Termination Date and the Fronting Bank Termination Date, in each case, to the date that is three Business Days before November 9, 2028 (such extensions, collectively, the “Extension”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
In response to the Extension Request, (i) each undersigned Lender agrees to extend its Commitment Termination Date to November 9, 2028, and (ii) the Swingline Lender and each undersigned Fronting Bank agrees to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, to the date that is three Business Days before November 9, 2028, the Extension to be effective on November 9, 2023 (the “Extension Date”).
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. Except as specifically provided above, (i) the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto, and (ii) the execution and delivery of this Extension Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Credit Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Credit Documents. This Extension Agreement constitutes a Credit Document and is subject to the provisions of Sections 8.05, 8.07, 8.10, 8.11, 8.12, 8.15, and 8.19 of the Credit Agreement, each of which is incorporated herein by reference, mutatis mutandis. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
For the avoidance of doubt, this Extension Agreement constitutes an extension of the Commitment Termination Date, Swingline Termination Date and Fronting Bank Termination Date (as set forth above) and amendment of such defined terms in the Credit Agreement, in each case, made pursuant to Section 2.20 of the Credit Agreement, and following the date hereof, there shall be zero (0) extension options available pursuant to Section 2.20 of the Credit Agreement.
[Signature pages follow]
Extension Agreement (Oncor)
| BARCLAYS BANK PLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Director | ||
Extension Agreement (Oncor)
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Senior Vice President | ||
Extension Agreement (Oncor)
| MIZUHO BANK, LTD. | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
Extension Agreement (Oncor)
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
Extension Agreement (Oncor)
| CITIBANK, N.A., as a Co-Sustainability | ||
| Structuring Agent, Fronting Bank and Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Vice President | ||
Extension Agreement (Oncor)
| COMERICA BANK | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Vice President | ||
Extension Agreement (Oncor)
| MUFG BANK, LTD. | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxx | ||
| Title: Managing Director | ||
Extension Agreement (Oncor)
| ROYAL BANK OF CANADA | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
Extension Agreement (Oncor)
| SUMITOMO MITSUI BANKING CORPORATION | ||
| By: | /s/ Xxxxx Xxx Xxxxxx | |
| Name: Xxxxx Xxx Xxxxxx | ||
| Title: Director | ||
Extension Agreement (Oncor)
| PNC BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxxxx XxXxxxxxx | |
| Name: Xxxxxx XxXxxxxxx | ||
| Title: Senior Vice President | ||
Extension Agreement (Oncor)
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Managing Director | ||
Extension Agreement (Oncor)
| BOKF, NA DBA BANK OF TEXAS, | ||
| AS LENDER | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | ||
| Title: SVP | ||
Extension Agreement (Oncor)
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Senior Vice President | ||
Extension Agreement (Oncor)
| AGREED AND ACCEPTED: | ||
| ONCOR ELECTRIC DELIVERY COMPANY LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President and Treasurer | ||
Extension Agreement (Oncor)
| JPMORGAN CHASE BANK, N.A., | ||
| as Agent, Swingline Lender and a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Director | ||
Extension Agreement (Oncor)
