AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 10, 2012
Exhibit 99.5
EXECUTION COPY
AMENDMENT TO AMENDED AND RESTATED
Dated as of August 10, 2012
To the Lenders parties to the Credit Agreement
referred to below:
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as of March 12, 2012 (the “Credit Agreement”), among Exelon Corporation, a Pennsylvania corporation (as successor to Constellation Energy Group, Inc.) (the “Borrower”), the Lenders, the XX Xxxxx and the Swingline Lender parties thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement. The Borrower seeks to amend the Credit Agreement as set forth herein, and the Majority Lenders have indicated that they are willing so to amend the Credit Agreement.
Section 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the definition of “Termination Date” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
‘“Termination Date” shall mean the earlier to occur of (i) December 31, 2012 and (ii) the date of termination or reduction in whole of the Commitments in accordance with this Agreement.’
Section 2. Conditions to Effectiveness. Section 1 of this Amendment shall be effective when and if (i) the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment, (ii) no Letter of Credit shall have a stated expiry date later than the day that is five Business Days prior to the Termination Date (as amended by this Amendment) and (iii) the Second Amendment Effective Date, as defined in the Amendment No. 2 to Credit Agreement, dated as of the date hereof, to the Credit Agreement, dated as of March 23, 2011, as amended, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders parties thereto, shall have occurred.
Section 3. Effect on the Credit Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the XX Xxxxx, the Swingline Lender or the Lenders under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. On and after the effectiveness of this Amendment, each reference in any Credit Document to the Credit Agreement shall be deemed a reference to the Credit Agreement, as amended hereby.
[Amendment to Exelon Amended and Restated Credit Agreement]
Section 5. Incorporation of Miscellaneous Provisions. The provisions of Sections 9.05, 9.07, 9.08, 9.10, 9.11, 9.12, 9.13 and 9.17 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis, so as to apply to this Amendment.
If you consent and agree to the foregoing, please evidence such consent and agreement by executing and returning twelve counterparts of this Amendment to King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Kai-Xxxx Xxxx (fax no. 000-000-0000, xxxxx@xxxxx.xxx) by August __, 2012.
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[Amendment to Exelon Amended and Restated Credit Agreement]
2
| Very truly yours,
EXELON CORPORATION | ||
| By: |
/s/ XXXXXXXX X. XXXXXX | |
| Name: | Xxxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
[Amendment to Exelon Amended and Restated Credit Agreement]
| Accepted and agreed as of the date first written above: | ||||
| Bank of America N.A. | ||||
| Name of Lender | ||||
| By | /S/ XXXXXXX XXXXX | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
| Accepted and agreed as of the date first written above: | ||||
| The Royal Bank of Scotland PLC | ||||
| By | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
| Accepted and agreed as of the date first written above: | ||||
| Citibank, N.A. | ||||
| By | /S/ XXXXX X. XXXXXXXX | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| BNP Paribas | ||||
| By | /S/ XXXXXXXXXXX XXXX | |||
| Name: | XXXXXXXXXXX XXXX | |||
| Title: | Director | |||
| By | /S/ XXXXXX XXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| The Bank of Nova Scotia | ||||
| By | /S/ XXXXX XXXXXX | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| XXXXXXX SACHS BANK USA | ||||
| By | /S/ XXXXXX XXX | |||
| Name: | Xxxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| UBS Loan Finance LLC | ||||
| Name of Lender | ||||
| By | /S/ XXXX X. XXXXX | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director Banking Products Services US | |||
| By | /S/ XXXXXXX XXXXXXXXX | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | Associate Director | |||
| Banking Products Services, US | ||||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| XXXXXX XXXXXXX BANK, N.A. | ||||
| Name of Lender | ||||
| By | /S/ XXXXXXX XXXX | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Authorized Signatory | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| XXXXXX XXXXXXX SENIOR FUNDING, INC. | ||||
| Name of Lender | ||||
| By | /S/ XXXXX XXXX | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
|
| ||||
| JPMORGAN CHASE BANK, N.A. | ||||
| By | /S/ XXXX XXXXXXXXX | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Executive Director | |||
[Amendment to Exelon Amended and Restated Credit Agreeement]
Accepted and agreed as of
the date first written above:
| CREDIT AGRICOLE AND INVESTMENT BANK | ||||
| By | /S/ XXXXXXX XXXXXXX | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| By | /S/ XXXXXXX XXXXX | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| M&T Bank | ||||
| By | /S/ XXXXX XXXXXXXX | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Officer | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| PNC BANK, NATIONAL ASSOCIATION | ||||
| By | /S/ XXX XXXXXX | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Senior Vice President | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| Sumitomo Mitsui Banking Corporation | ||||
| By | /S/ XXXXXXXX XXXXXX | |||
| Name: | Xxxxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
|
| ||||
| CIBC Inc., as a Lender | ||||
| By | /S/ XXXXXX XX | |||
| Name: | Xxxxxx Xx | |||
| Title: | Executive Director | |||
| By | /S/ XXXX XXXXXXX | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| NOMURA CORPORATE FUNDING AMERICAS, LLC | ||||
| Name of Lender | ||||
| By | /S/ XXXX X. XXXXX III | |||
| Name: | Xxxx X. Xxxxx III | |||
| Title: | Managing Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
Accepted and agreed as of
the date first written above:
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||||
| By | /S/ XXXXXXXX X. XXXXXXXX | |||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||
| Title: | Director | |||
[Amendment to Exelon Amended and Restated Credit Agreement]
