FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit 10.7(a)
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of December 11, 2014 (this “Amendment”), is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia (“Canadian Holdings”) and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“US Holdings”, and together with Canadian Holdings, the “Borrowers”), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“OpCo” or, the “Guarantor”) (iii) the lending institutions that are parties hereto as Lenders (as defined below), (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent and collateral agent for the Lenders (the “Agent”), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the “Canadian Agent” and, together with the Agent, the “Agents”) (the Borrowers, the Guarantor, the Lenders and the Agents are hereinafter sometimes collectively referred to as the “Parties” and individually as a “Party”).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Guarantor, the Lenders parties thereto and the Agent entered into a Revolving Credit Agreement, dated as of July 1, 2014 (the “Agreement”), pursuant to which the Lenders agreed to make loans to the Borrowers and to provide for the issuance of letters of credit for the account of the Borrowers in the maximum aggregate principal amount of XXX XXXXXXX XXXXX XXXXXXX XXX XX/000 XXXXXX XXXXXX DOLLARS (US$250,000,000.00) for the general corporate purposes of the Borrowers; and
WHEREAS, the Borrowers have requested that the Lenders agree to correct certain scrivenor’s errors, which the Lenders have agreed so to do on the terms, and subject to the conditions of this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions and Rules of Interpretation.
Section 1.1. Defined Terms. Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement.
Section 1.2. Rules of Interpretation. Except as otherwise expressly provided herein, the rules of interpretation set forth in the Agreement shall apply to this Amendment.
Section 2. Specific Amendments to the Agreement
Section 2.1. Section 6.11(b) of the Agreement shall be amended to replace the words “Canadian Holders” with the words “Canadian Holdings” where the same appears.
Section 2.2. Each reference in the definition of “Applicable Rate,” the definition of “Compliance Certificate,” Section 6.16(g)(iii), Section 6.16(i) and the first full paragraph following clause (l) in Section 8.01 of the Agreement to “Section 6.04(a) or (b)” or to “Section 6.04(a) or Section 6.04(b)” shall be amended to refer instead to “Section 6.04(a), (b) or (c).”
Section 3. Representations. Each of the Borrowers and the Guarantor hereby represent and warrant to the Lenders as follows:
(a) that each of them has full right, power and authority to make, deliver and perform this Amendment; and
(b) after giving effect to the provisions of this Amendment, no Default or Event of Default will have occurred and be continuing.
Section 4. Amendment Effective Date. Upon the execution of this Amendment by the Borrowers, the Guarantor and the Majority Lenders, this Amendment shall be deemed to be effective and the Agreement shall be amended, all as set forth above, and all as of the date hereof.
Section 5. Effect on Original Terms. The Borrowers, the Guarantor and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Agreement shall remain unmodified and shall continue in full force and effect from and as of the Amendment Effective Date.
Section 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the principles of conflicts of laws thereunder (other than §5-1401 of the New York General Obligations Law).
Section 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THIS AMENDMENT.
Section 8. Miscellaneous. This Amendment shall be binding upon and inure to the benefit of each of the Borrowers, the Guarantor, the Lenders and the Agents and their respective successors and permitted assigns. This Amendment may be executed in any number of counterparts, with each counterpart constituting an original, but altogether constituting but one and the same instrument. Except as expressly amended hereby, all terms and conditions contained in the Agreement, as amended by this Amendment, shall remain unchanged and in full force and effect in accordance with its terms.
Section 9. Severability. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
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[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the date first set forth above.
NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor | |
By: | NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner |
By: | XXXX XXXXXX |
Xxxx X. Xxxxxx | |
Treasurer | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxx X. Xxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY OPERATING PARTNERS GP, LLC, as General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.
XXXXX ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015 | |
XXXXX XXXX | |
Notary Public | |
My Commission Expires: 5/21/2015 | |
NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, as Borrower | |
By: | XXXX XXXXXX |
Xxxx X. Xxxxxx | |
Treasurer | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxx X. Xxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.
XXXXX XXXX | |
Notary Public | |
My Commission Expires: 5/21/2015 | |
XXXXX ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015 | |
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower | |
By: | XXXX XXXXXX |
Xxxx X. Xxxxxx | |
Treasurer | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxx X. Xxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.
XXXXX ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015 | |
XXXXX XXXX | |
Notary Public | |
My Commission Expires: 5/21/2015 | |
BANK OF AMERICA, N.A., as the Agent | |
By: | XXXXX X. XXXXXXX |
Name: Xxxxx X. Xxxxxxx | |
Title: Vice President | |
STATE OF TEXAS | ) | |
) | ss. | |
COUNTY OF DALLAS | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxx X. Xxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he is a Vice President of BANK OF AMERICA, N.A., that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Dallas, Texas, this 4th day of day of December, 2014.
XXXXXXX X. XXXXX |
Notary Public |
My Commission Expires: 04-30-2018 |
XXXXXXX X. ROSSE Notary Public STATE OF TEXAS My comm. Exp. 04-30-18 |
BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent | |
By: | MEDINA SALES xx XXXXXXX |
Name: | Xxxxxx Sales xx Xxxxxxx |
Title: | Vice President |
PROVINCE OF ONTARIO | ) | |
) | ss. | |
COUNTY OF YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxxx Sales xx Xxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Ontario, this 3rd day of day of December, 2014.
MMR |
Notary Public |
My Commission Expires: N/A |
BANK OF AMERICA, N.A., as Lender and Issuing Bank | |
By: | XXXXX XXXXX |
Name: | Xxxxx Xxxxx |
Title: | Vice President |
STATE OF NORTH CAROLINA | ) | |
) | ss. | |
COUNTY OF MECKLENBURG | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxx Xxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Charlotte, NC, this 3 day of day of December, 2014.
XXXXXXXX XXXXX XXXXX |
Notary Public |
My Commission Expires: June 29, 0000 |
XXXX XX XXXXXXX, N.A. (CANADA BRANCH), as Lender | |
By: | MEDINA SALES xx XXXXXXX |
Name: | Xxxxxx Sales xx Xxxxxxx |
Title: | Vice President |
PROVINCE OF ONTARIO | ) | |
) | ss. | |
COUNTY OF YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxxx Sales xx Xxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Ontario, this 3rd day of day of December, 2014.
MMR |
Notary Public |
My Commission Expires: N/A |
XXXXXXX SACHS BANK USA, as Lender | |
By: | XXXXXXXX XXXXXXX |
Name: | Xxxxxxxx Xxxxxxx |
Title: | Authorized Signatory |
STATE OF NEW YORK | ) | |
) | ss. | |
COUNTY OF NEW YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, New York, to me known and known to me, who, being by me first duly sworn, declared that he/she is Xxxxxxxx Xxxxxxx of XXXXXXX XXXXX BANK USA, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at 3:35 pm, this 9th day of day of December, 2014.
XXXXXX X. XXXXXX |
Notary Public |
My Commission Expires: 9/25/18 |
Xxxxxx X. Cuevas Notary Public, State of New York NO 01CU6153189 Qualified in New York County Certificate Filed in New York Commission Expires September 25, 2018 |
XXXXXX XXXXXXX BANK, N.A., as Lender | |
By: | XXXXXXX XXXXXXX |
Name: | Xxxxxxx Xxxxxxx |
Title: | Authorized Signatory |
STATE OF NEW YORK | ) | |
) | ss. | |
COUNTY OF NEW YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxxxx Xxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of XXXXXX XXXXXXX BANK, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 5 day of day of December, 2014.
XXXXXX XXXXX CHIN |
Notary Public |
My Commission Expires: 2/13/18 |
XXXXXX XXXXX CHIN Notary Public, State of New York NO 01CU6140932 Qualified in Queens County Term Expires Feb 13, 2018 |
BARCLAYS BANK PLC, as Lender | |
By: | XXX XXXXX |
Name: | Xxx Xxxxx |
Title: | Assistant Vice President |
STATE OF NEW YORK | ) | |
) | ss. | |
COUNTY OF KINGS | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxx Xxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is an AVP of BARCLAYS BANK PLC, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at 000 0xx Xxxxxx, Xxx Xxxx, XX , this 4th day of day of December, 2014.
XXXXXX XXXXXX |
Notary Public |
My Commission Expires: |
SABINE MITTON Notary Public, State of New York NO 01M15034021 Qualified in Kings County Commission Expires October 3, 2018 |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender | |
By: | XXXXXXXXXXX XXX |
Name: | Xxxxxxxxxxx Xxx |
Title: | Authorized Signatory |
STATE OF NEW YORK | ) | |
) | ss. | |
COUNTY OF NEW YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxxxxxxxx Xxx and Xxxx Xxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Authorized Signatories of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 8th day of day of December, 2014.
XXXXXXXX X. XXXX |
Notary Public |
My Commission Expires: |
XXXXXXXX X. BULL Notary Public, State of New York NO 01BU6055282 Qualified in New York County Commission Expires February 20, 2015 |
KEY BANK NATIONAL ASSOCIATION, as Lender | |
By: | XXXXXXX X. XXX |
Name: | Xxxxxxx X. Xxx |
Title: | Senior Vice President |
STATE OF OHIO | ) | |
) | ss. | |
COUNTY OF CUYAHOGA | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxxxx X. Xxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Sr. VP of KEY BANK NATIONAL ASSOCIATION, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Cleveland, OH, this 9th day of day of Dec., 2014.
XXXXX X. XXXXXX |
Notary Public |
My Commission Expires: 4-8-2018 |
XXXXX X. WESTON Notary Public State of Ohio My Commission Expires 4-8-2018 |
ROYAL BANK OF CANADA, as Lender | |
By: | XXXXX XXXXXXXXX |
Name: | Xxxxx Xxxxxxxxx |
Title: | Authorized Signatory |
STATE OF NEW YORK | ) | |
) | ss. | |
COUNTY OF NEW YORK | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxxx Xxxxxxxxx, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Aughorized Signatory of ROYAL BANK OF CANADA, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 9th day of day of December, 2014.
XXXXXX X. XXXXXXX |
Notary Public |
My Commission Expires: |
XXXXXX X. NICHOLS Notary Public, State of New York NO 60-4977608 Qualified in Westchester County Certificate Filed New York County Commission Expires February 11, 2015 |
UBS AG, Stamford Branch, as Lender | |
By: | XXXX XXXXX |
Name: | Xxxx Xxxxx |
Title: | Director |
By: | XXXXXXX XXXX |
Name: | Xxxxxxx Xxxx |
Title: | Associate Director |
STATE OF CONNECTICUT | ) | |
) | ss. | |
COUNTY OF FAIRFIELD | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Xxxx Xxxxx and Xxxxxxx Xxxx, to me known and known to me, who, being by me first duly sworn, declared that they are the Director and Associate Director, respectively, of UBS AG, Stamford Branch, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at Stamford, CT, this 4th day of day of December, 2014.
XXXXX XXXXX |
Notary Public |
My Commission Expires: 6/30/2016 |
JUDIT MATUZ NOTARY PUBLIC State of Connecticut My Commission Expires June 30, 2016 |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender | |
By: | XXXX XXXXXXXXXX |
Name: | Xxxx Xxxxxxxxxx |
Title: | Vice President |
STATE OF NORTH CAROLINA | ) | |
) | ss. | |
COUNTY OF CABARRUS | ) | |
Personally appeared before me, the undersigned, a Notary Public in and for said County, Mecklenburg, to me known and known to me, who, being by me first duly sworn, declared that he/she is a VP of XXXXX FARGO BANK, NATIONAL ASSOCIATION, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.
IN WITNESS WHEREOF, I have hereto set my hand and official seal at 1:48 pm, this 4th day of day of December, 2014.
XXXX X. XXXXX |
Notary Public |
My Commission Expires: 11/2/2019 |
XXXX X. JONES NOTARY PUBLIC Cabarrus County, NC My Commission Expires 11/2/2019 |
