LETTER AMENDMENT
NEXTERA ENERGY OPERATING PARTNERS, LP
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
LETTER AMENDMENT
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
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
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 letter amendment (the “Amendment”) confirms that the Loan Parties, Agent, the Lenders and the Issuing Banks have agreed to amend the Credit Agreement as hereinafter specified. Any capitalized terms appearing but not otherwise defined in this Amendment shall have the meanings specified for those terms in the Credit Agreement.
The Credit Agreement is hereby amended as follows:
1. The first sentence of Section 2.11(a) of the Credit Agreement is hereby amended in its entirety to read as follows:
“At least sixty (60) days but not more than ninety (90) days prior to February 8 in each year, the Loan Parties, by Notice to the Agent, may request an extension of the Commitment Termination Date by one year.”
2. The first sentence of Section 2.11(b) is hereby amended by substituting the words “the applicable February 8” for the words “the applicable anniversary”.
3. Section 11.01 of the Credit Agreement is hereby amended to delete clause (c) of said Section 11.01, which shall intentionally remain blank.
4. A new Section 11.13 is hereby added to the Credit Agreement to read in its entirety as follows:
Section 11.13. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b) As used in this Section 11.13, the following terms have the following meanings:
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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
The Loan Parties, Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, 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 Amendment 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 Amendment shall become effective the execution and delivery of this Amendment by each of the Loan Parties, Agent and (i) as to the amendments in items 1, 2 and 4 above, by the Majority Lenders, and (ii) as to the amendment in item 3, by all of the Lenders. On and after the effectiveness of this Amendment, 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 Amendment. This Amendment shall be deemed to constitute a Loan Document.
This Amendment 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 Amendment by emailed pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.
This Amendment 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]
3
By signing this Amendment where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Amendment 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: RONALDO NAVAL
Name: Ronaldo Naval
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 the forgoing Amendments in
Items 1, 2 and 4:
Banco Santander, S.A., New York Branch
By: XAVI XXXX XXXX
Name: Xavi Xxxx Xxxx
Title: Managing Director
By: XXXX XXXX-XXXXXXXX
Name: Xxxx Xxxx-Xxxxxxxx
Title: Executive Director
Consent to the forgoing Amendment in
Item 3:
Banco Santander, S.A., New York Branch
By: XAVI XXXX XXXX
Name: Xavi Xxxx Xxxx
Title: Managing Director
By: XXXX XXXX-XXXXXXXX
Name: Xxxx Xxxx-Xxxxxxxx
Title: Executive Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Bank of America, N.A.
By: XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
Consent to the forgoing Amendment in
Item 3:
Bank of America, N.A.
By: XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Bank of America, N.A. (Canada Branch)
By: XXXXXX XXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
Consent to the forgoing Amendment in
Item 3:
Bank of America, N.A. (Canada Branch)
By: XXXXXX XXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
Consent to the forgoing Amendments in
Items 1, 2 and 4:
BANK OF MONTREAL, CHICAGO BRANCH
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Managing Director
Consent to the forgoing Amendment in
Item 3:
BANK OF MONTREAL, CHICAGO BRANCH
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Managing Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
The Bank of Nova Scotia
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to the forgoing Amendment in
Item 3:
The Bank of Nova Scotia
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
BARCLAYS BANK PLC
By: SYDNEY X. XXXXXX
Name: Sydney X. Xxxxxx
Title: Director
Consent to the forgoing Amendment in
Item 3:
BARCLAYS BANK PLC
By: SYDNEY X. XXXXXX
Name: Sydney X. Xxxxxx
Title: Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
BNP PARIBAS
By: XXXXX X'XXXXX
Name: Xxxxx X’Xxxxx
Title: Managing Director
By: XXXXXXXX SHEEN
Name: Xxxxxxxx Sheen
Title: Director
Consent to the forgoing Amendment in
Item 3:
BNP PARIBAS
By: XXXXX X'XXXXX
Name: Xxxxx X’Xxxxx
Title: Managing Director
By: XXXXXXXX SHEEN
Name: Xxxxxxxx Sheen
Title: Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
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 the forgoing Amendment in
Item 3:
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 the forgoing Amendments in
Items 1, 2 and 4:
CITIBANK, N.A.
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Vice President
Consent to the forgoing Amendment in
Item 3:
CITIBANK, N.A.
By: XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Vice President
Consent to the forgoing Amendments in
Items 1, 2 and 4:
COMMERZBANK AG, NEW YORK BRANCH
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
Consent to the forgoing Amendment in
Item 3:
COMMERZBANK AG, NEW YORK BRANCH
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
Consent to the forgoing Amendments in
Items 1, 2 and 4:
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 the forgoing Amendment in
Item 3:
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 the forgoing Amendments in
Items 1, 2 and 4:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By: XXXXXXX XXXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By: XXXXXXX XXXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
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 the forgoing Amendment in
Item 3:
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 the forgoing Amendments in
Items 1, 2 and 4:
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 the forgoing Amendment in
Item 3:
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 the forgoing Amendments in
Items 1, 2 and 4:
Fifth Third Bank, National Association
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Director II
Consent to the forgoing Amendment in
Item 3:
Fifth Third Bank, National Association
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Director II
Consent to the forgoing Amendments in
Items 1, 2 and 4:
XXXXXXX SACHS BANK USA
By: XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
XXXXXXX XXXXX BANK USA
By: XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
JPMorgan Chase Bank N.A.
By: XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: Executive Director
Consent to the forgoing Amendment in
Item 3:
JPMorgan Chase Bank N.A.
By: XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: Executive Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
KEYBANK NATIONAL ASSOCIATION
By: XXXXXXX X. XXX
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
Consent to the forgoing Amendment in
Item 3:
KEYBANK NATIONAL ASSOCIATION
By: XXXXXXX X. XXX
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Mizuho Bank, Ltd.
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
Mizuho Bank, Ltd.
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Consent to extend the Maturity Date:
Mizuho Bank, Ltd.
By: XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
XXXXXX XXXXXXX BANK, N.A.
By: XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
XXXXXX XXXXXXX BANK, N.A.
By: XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
MUFG UNION BANK, N.A.
By: XXXXXXXX X. XXXXXXXX
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
Consent to the forgoing Amendment in
Item 3:
MUFG UNION BANK, N.A.
By: XXXXXXXX X. XXXXXXXX
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Regions Bank
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to the forgoing Amendment in
Item 3:
Regions Bank
By: XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Royal Bank of Canada
By: XXXXX XXXXXXXXX
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
Royal Bank of Canada
By: XXXXX XXXXXXXXX
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Sumitomo Mitsui Banking Corporation
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Consent to the forgoing Amendment in
Item 3:
Sumitomo Mitsui Banking Corporation
By: XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
TRUIST BANK, as successor by merger to SunTrust Bank,
By: XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: Director
Consent to the forgoing Amendment in
Item 3:
TRUIST BANK, as successor by merger to SunTrust Bank,
By: XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: Director
Consent to the forgoing Amendments in
Items 1, 2 and 4:
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: XXXXX XXXXXXXXXX
Name: Xxxxx XxxXxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendment in
Item 3:
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: XXXXX XXXXXXXXXX
Name: Xxxxx XxxXxxxxxx
Title: Authorized Signatory
Consent to the forgoing Amendments in
Items 1, 2 and 4:
Xxxxx Fargo Bank, N.A.
By: XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Director
Consent to the forgoing Amendment in
Item 3:
Xxxxx Fargo Bank, N.A.
By: XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Director