EXTENSION AGREEMENT May 31, 2019
EXHIBIT 10.2
May 31, 2019
JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement
referred to below
JPMorgan Chase Bank, N.A., as Administrative Agent
000 Xxxxxxx Xxxxxxxxxx Xxxx, XXX0, Floor 1
Newark, Delaware, 19713
Attention: Xxx Xxxxxxx
Email: xxxxxx.xxxxxxxxx@xxxxx.xxx
JPMorgan Chase Bank, N.A., as Administrative Agent
000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxx Xxxxxxxxx
Email: xxxx.x.xxxxxxxxx@xxxxxxxx.xxx
Ladies and Gentlemen:
Reference is made to (i) the Amended and Restated Credit Agreement, dated as of April 30, 2018 (as amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “Credit Agreement”), among PacifiCorp, an Oregon corporation (the “Borrower”), the banks and other financial institutions party thereto as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, and (ii) the Borrower’s Termination Date Extension Request, dated April 15, 2019, requesting an extension of the Termination Date to June 30, 2022 (the “Extension Request”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
Solely in connection with the extension of the Termination Date to June 30, 2022 as set forth in the Extension Request, each undersigned Lender agrees, subject to the Administrative Agent’s receipt of the documents described in Section 2.06(c) of the Credit Agreement, to extend the Termination Date applicable to such Lender’s Commitment to June 30, 2022, such extension to be effective on May 31, 2019. The undersigned Lenders, constituting Required Lenders, hereby waive the time period requirements set forth in Section 2.06(a) of the Credit Agreement for each Lender to provide notice of such Lender’s decision to consent to, or decline, the extension of the Termination Date to June 30, 2022. The Required Lenders hereby agree that (a) this Extension Agreement shall be dated as of the date first set forth above, (b) the deadline for each consenting Lender to provide a signature page to this Extension Agreement is May 6, 2019 and (c) subject to the Administrative Agent’s receipt of the documents described in Section 2.06(c) of the Credit Agreement, the “Extension Effective Date” with respect to the Extension Request shall be May 31, 2019.
Furthermore, each of the undersigned Lenders that is an LC Issuing Bank as of the date hereof agrees to continue to serve as an LC Issuing Bank in accordance with its Fronting Commitment after giving effect to the extension of the Termination Date as set forth herein.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. This Extension Agreement is a Loan Document. Except as specifically provided above, (i) the Credit Agreement and the other Loan 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 Administrative Agent or any Lender under the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents. 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.
[Signature pages follow]
MIZUHO BANK, LTD.
By: /s/ Xxxxx XxXxxxxxxxx
Name: Xxxxx XxXxxxxxxxx
Title: Authorized Signatory
Extension Agreement – PacifiCorp I (2019)
PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
Banco Santander, S.A., New York Branch
By: /s/ Xxxx Xxxx-Xxxxxxxx
Name: Xxxx Xxxx-Xxxxxxxx
Title: Executive Director
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Executive Director
Extension Agreement – PacifiCorp I (2019)
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxx
Name: Xxxxxxxxx Xxxx
Title: Managing Director
Extension Agreement – PacifiCorp I (2019)
TD BANK, N.A.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Sr. Vice President
Extension Agreement – PacifiCorp I (2019)
The Bank of New York Mellon
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Director
Extension Agreement – PacifiCorp I (2019)
The Bank of Nova Scotia
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Extension Agreement – PacifiCorp I (2019)
Royal Bank of Canada
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
Extension Agreement – PacifiCorp I (2019)
The Northern Trust Company
By: /s/ Xxxx XxXxxxxxxxxx
Name: Xxxx XxXxxxxxxxxx
Title: SVP
Extension Agreement – PacifiCorp I (2019)
National Australia Bank Limited
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Director
Extension Agreement – PacifiCorp I (2019)
KeyBank National Association
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
NATIONAL COOPERATIVE SERVICES
CORPORATION, as Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Secretary-Treasurer
Extension Agreement – PacifiCorp I (2019)
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW TORK BRANCH, as
Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
Extension Agreement – PacifiCorp I (2019)
CITIBANK, N.A.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
SUNTRUST BANK
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
Extension Agreement – PacifiCorp I (2019)
BARCLAYS BANK PLC
By: /s/ Sydney X. Xxxxxx
Name: Sydney X. Xxxxxx
Title: Director
Extension Agreement – PacifiCorp I (2019)
Xxxxx Fargo Bank, National Association
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Extension Agreement – PacifiCorp I (2019)
U.S. Bank National Association
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
Bank of Montreal, Chicago Branch
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Director
Extension Agreement – PacifiCorp I (2019)
BNP Paribas
By: /s/ Xxxxx X' Xxxxx
Name: Xxxxx X' Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
Extension Agreement – PacifiCorp I (2019)
MUFG UNION BANK, N.A.,
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Executive Director
Extension Agreement – PacifiCorp I (2019)
CoBank, ACB
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
Extension Agreement – PacifiCorp I (2019)
AGREED AND ACCEPTED:
PACIFICORP
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President, Controller and Asst.
Treasurer
Extension Agreement – PacifiCorp I (2019)
