NEXTERA ENERGY OPERATING PARTNERS, LP NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
NEXTERA ENERGY OPERATING PARTNERS, LP
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
000 Xxxxxxxx Xxxxxxxxx
Juno Beach, Florida 33408
REQUEST FOR EXTENSION
Dated as of December 10, 2019
Bank of America, N.A.
as Administrative Agent and Collateral
Agent
Bank of America Corporate Center
NC1-007-17-18
000 Xxxxx Xxxxx Xxxxxx
Charlotte, North Carolina 28255
Attention: Xxxxx Xxxxx
Re: | Revolving Credit Agreement, dated as of July 1, 2014, among NextEra Energy US Partners Holdings, LLC (“US Holdings”) and NextEra Energy Canada Partners Holdings, ULC (“Canadian Holdings”), as Borrowers, NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with US Holdings as the sole remaining Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent, and Bank of America, N.A. (Canada Branch), as Canadian Agent (as amended, extended and otherwise modified prior to the date hereof,, the “Credit Agreement”). |
Ladies and Gentlemen:
This request for extension (the “Extension Request”) is made pursuant to Section 2.11(a) of the referenced 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) | Pursuant to the provisions of Section 2.11(a) of the Credit Agreement, each of the Loan Parties hereby requests that each Lender extend its respective Commitment Termination Date to February 8, 2025. |
(b) | The Loan Parties, Agent and the Lenders hereby acknowledge and agree that, for the purposes of this particular request for extension only, the Consent Date shall be January 17, 2020, and this Extension Request shall constitute Notice provided to Agent in accordance with Section 2.11(a) of the Credit Agreement. |
Each Lender so indicating on its signature page to this Extension Request (an “Extending Lender”) agrees to extend the Commitment Termination Date with respect to its Commitment to February 8, 2025 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(a) 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.
(c) | 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 Agent elect to extend the Commitment Termination Date with respect to its Commitment to a February 8th later than such current Commitment Termination Date, but not later than February 8, 2025. In such event, Agent shall be authorized and directed to make the necessary updates to the Register. |
The Loan Parties, Agent and the Lenders 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 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.
This Extension Request shall become effective as of February 8, 2020 (provided that each of the Loan Parties, Agent and Lenders having Commitments equal to more than 50% of the Commitments outstanding immediately prior to such date have executed and delivered this Extension Request on or prior to such date). On and after the effectiveness of this Extension Request, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as supplemented by this Extension Request. This Extension Request shall be deemed to constitute a Loan Document.
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.
This Extension Request shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereunder (other than § 5-1401 of the New York General Obligations Law).
[Signatures appear on following pages]
2
By signing this Extension Request where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Extension Request to the Credit Agreement as set forth above.
NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor
By: NEXTERA ENERGY OEPRATING PARTNERS GP, LLC, its General Partner
By: XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Treasurer
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower
By: XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Treasurer
BANK OF AMERICA, N.A., as the Agent
By: XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: Vice President
BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent
By: XXXXXX XXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
2
Consent to extend the Maturity Date:
Banco Santander, S.A., New York Branch
By: XXXX XXXX XXXX
Name: Xxxx Xxxx Xxxx
Title: Managing Director
By: XXXX XXXX-XXXXXXXX
Name: Xxxx Xxxx-Xxxxxxxx
Title: Executive Director
Consent to extend the Maturity Date:
Bank of America, N.A.
By: XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
Consent to extend the Maturity Date:
BANK OF AMERICA, N.A. (CANADA BRANCH)
By: XXXXXX XXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
Consent to extend the Maturity Date:
BANK OF MONTREAL, CHICAGO BRANCH
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Managing Director
Consent to extend the Maturity Date:
The Bank of Nova Scotia
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to extend the Maturity Date:
BARCLAYS BANK PLC
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Director
Consent to extend the Maturity Date:
BNP PARIBAS
By: XXXXX X'XXXXX
Name: Xxxxx X’Xxxxx
Title: Managing Director
By: XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: Director
Consent to extend the Maturity Date:
Canadian Imperial Bank of Commerce, New York Branch
By: XXXX XXXXXXX
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
By: XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
CITIBANK, N.A.
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Vice President
Consent to extend the Maturity Date:
COMMERZBANK AG, NEW YORK BRANCH
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Vice President
Consent to extend the Maturity Date:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Consent to extend the Maturity Date:
CREDIT SUISSE AG, NEW YORK BRANCH
By: XXXXXX XXXX
Name: Xxxxxx Xxxx
Title: Authorized Signatory
By: XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
DEUTSCHE BANK AG NEW YORK BRANCH
By: XXXX X. XXX
Name: Xxxx X. Xxx
Title: Director
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Vice President
Consent to extend the Maturity Date:
DNB Capital LLC
By: XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
By: XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: First Vice President
Consent to extend the Maturity Date:
Fifth Third Bank, National Association
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Director II
Consent to extend the Maturity Date:
XXXXXXX XXXXX BANK USA
By: XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
JPMorgan Chase Bank N.A.
By: XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: Executive Director
Consent to extend the Maturity Date:
KEYBANK NATIONAL ASSOCIATION
By: XXXXXXX X. XXX
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
Consent to extend the Maturity Date:
Mizuho Bank, Ltd.
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
XXXXXX XXXXXXX BANK, N.A.
By: XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
MUFG Union Bank, N.A.
By: XXXXXXXX X. XXXXXXXX
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
Consent to extend the Maturity Date:
Regions Bank
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to extend the Maturity Date:
Royal Bank of Canada
By: XXXXX XXXXXXXXX
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
Sumitomo Mitsui Banking Corporation
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Consent to extend the Maturity Date:
TRUIST BANK, as successor by merger to SunTrust Bank,
By: XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: Director
Consent to extend the Maturity Date:
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: XXXXX XXXXXXXXXX
Name: Xxxxx XxxXxxxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
Xxxxx Fargo Bank, N.A.
By: XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Director