First Amendment to Confirmation Agreement
Exhibit 10.2
First Amendment to Confirmation Agreement
Barclays Bank PLC
5 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxx X00 0XX
Facsimile: x00 (00) 000 00000
Telephone: x00 (00) 000 00000
c/o Barclays Capital Inc.
as Agent for Barclays Bank PLC
000 Xxxxxxx Xxx
Xxx Xxxx, XX 00000
Xxxxx X. Xxxxxxx
Senior Vice President, Finance,
Chief Financial Officer and Treasurer
Portland General Electri Company
000 XX Xxxxxx Xxxxxx 0XXX 0000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
June 25, 2013
Dear Xx. Xxxxxxx:
Reference is made to the equity forward confirmation letter agreement dated June 11, 2013, between Barclays Bank PLC, through its agent Barclays Capital Inc., and Portland General Electric Company (the “Confirmation”). The purpose of this letter agreement (this “First Amendment Agreement”) is to correct certain dates set forth in Schedule 1 to the Confirmation and, therefore, to amend the Confirmation as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Confirmation. Notwithstanding anything in the Confirmation to the contrary, Barclays and Counterparty hereby agree as follows:
1. | Schedule I: Schedule I to the Confirmation shall be deleted in its entirety and replaced with Schedule I attached hereto as Exhibit 1. |
2. | Counterparts: This First Amendment 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. |
3. | Governing Law: This First Amendment Agreement shall be governed by and construed in accordance with the laws of the State of New York. |
4. | Continuing Effectiveness: As expressly modified herein, the Confirmation shall remain in full force and effect and is hereby ratified and confirmed in all respects. All references in the Confirmation, the Agreement and the Underwriting Agreement to the “Confirmation” or to the “Forward Sale Agreement” shall refer to the Confirmation as amended herein. |
5. | Effective Date: The correction as set forth in this First Amendment Agreement shall be deemed effective as of June 11, 2013. |
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by executing this Amendment Agreement.
Very truly yours,
BARCLAYS CAPITAL INC.,
acting solely as Agent in connection with the Transaction
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Authorized Signatory
Confirmed as of the date first above written:
PORTLAND GENERAL ELECTRIC COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President, Finance,
Chief Financial Officer and Treasurer
EXHIBIT 1
SCHEDULE I
FORWARD PRICE REDUCTION DATES AND AMOUNTS
Forward Price Reduction Date | Forward Price Reduction Amount |
June 21, 2013 | USD $.275 |
September 23, 2013 | USD $.275 |
December 23, 2013 | USD $.275 |
March 21, 2014 | USD $.275 |
June 23, 2014 | USD $.280 |
September 23, 2014 | USD $.280 |
December 23, 2014 | USD $.280 |
March 23, 2015 | USD $.280 |
June 23, 2015 | USD $.285 |
