Common use of Extension of the Termination Date Clause in Contracts

Extension of the Termination Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 60 days prior to, after each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2018 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s 's then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant shall pay to Section 2.06(b) shall have received payment in full the Administrative Agent, for the account of each applicable Declining Lender, the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s 's Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for any such resigning Swingline Lender and LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination DateDate may become effective without regard to whether such replacement is found.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2018 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed found shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which Mizuho acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2021 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Bank and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Bank or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed found shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each of to the first two anniversaries anniversary of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b2.17(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to March 30 of each of the first two anniversaries of the date hereofyear, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b8.07(i). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender true and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Datecorrect. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b8.07(i). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant shall pay to Section 2.06(b) shall have received payment in full the Administrative Agent, for the account of each applicable Declining Lender, the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 60 days prior to, after each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which MUFG acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 60 days prior to, after each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant shall pay to Section 2.06(b) shall have received payment in full the Administrative Agent, for the account of each applicable Declining Lender, the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for any such resigning Swingline Lender and LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination DateDate may become effective without regard to whether such replacement is found.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇▇ acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which MUFG acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 27 Attachment 2 Page 31 of 116 consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b8.07(i). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant shall pay to Section 2.06(b) shall have received payment in full the Administrative Agent, for the account of each applicable Declining Lender, the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreementanniversary of the Restatement Effective Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions extensionsone extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed found shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier At least 30 days but not more than 90 45 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereofto a Termination Date, the Borrower may request Borrower, by written notice made to the Administrative Agent, may request an extension of such Termination Date by 364 days from its then scheduled expiration; provided, however, that the Borrower shall not have made the Term Loan Election on the date (an "Extension Request Date") it makes such request. The Agent (which shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the Lenders thereof) a one-year later of the 30th day prior to the Termination Date and the 10th day following the relevant Extension Request Date (such later day being the "Later Day"), notify the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent in writing of its consent to any such request for extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior toLater Day, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined be a Non-Consenting Lender with respect to extend the Termination Datesuch request. The consent Agent shall notify the Borrower promptly after the Later Day of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all decision of the Lenders or regarding the expiration of such period, whichever is earlier, notify the Borrower and the Lenders Borrower's request for an extension of the results thereof. The Borrower may request no more than two extensions pursuant to this Sectionrelevant Termination Date. (b) If all the Lenders consent in writing to any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b2.17(a), the Termination Date in effect at such time shall, effective as at such Termination Date (the "Extension Date"), but subject to Section 2.17(d)(ii), be extended for 364 days. Any Lender replacing a Declining Lender shall be deemed If less than all of the Lenders consent in writing to have consented to any such request for extension in accordance with Section 2.17(a), the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (regardless of when such replacement is effectiveeach, a "Consenting Lender") and but shall not be deemed extended as to be any other Lender (each, a Declining "Non-Consenting Lender"). To the extent that a Termination Date is not extended as to any Lender pursuant to this Section 2.17 and the Commitment of such Lender is not assigned in accordance with Section 2.17(c) on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Sections 2.14, 7.05, 8.04(e), 8.07(g) and 8.08 shall survive such Termination Date as to matters occurring prior to such date. No Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any extension of any Termination Date. (c) If the Required Lenders have consented to the extension less than all of the Termination Date, the Termination Date of each Lender that consented Lenders consent to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c2.17(a)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in promptly so notify the Consenting Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank Consenting Lender may, in its sole discretion, elect give written notice to the Agent not to serve in such capacity later than five days following any extension the Later Day of the Termination Date; provided amount of the Non-Consenting Lenders' Commitments with respect to which (A) it is willing to accept an assignment effective as of the Extension Date and (B) it agrees to consent to the relevant request pursuant to Section 2.17(a). If the Consenting Lenders notify the Agent that (i) they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders and that, with respect to such Commitments, they are willing to consent to the relevant request pursuant to Section 2.17(a), the Agent shall so notify the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may beLenders, and such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If the Consenting Lenders do not so notify the Agent, the Agent shall so notify the Borrower and the Lenders and the Borrower may arrange for one or more Eligible Assignees to accept assignments, effective as of the Extension Date, of Non-Consenting Lenders' Commitments as to which the Consenting Lenders have not so notified the Agent; provided, however, that the amount of the Commitment of any such Eligible Assignee which is not a Consenting Lender as a result of such assignments shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; provided further that the Non-Consenting Lenders' rights under Sections 2.11, 2.14 and 8.04, and its obligations under Sections 2.14, 7.05, 8.04(e), 8.07(g) and 8.08 shall survive such assignments as to matters occurring prior to the date of substitution. (iii) whether such replacement is appointed The assignments of the Commitments contemplated by this Section shall not otherwise affect be effected pursuant to Assignments and Acceptances in compliance with Section 8.07, which Assignment and Acceptances shall include the Assignee's consent to the extension of the relevant Termination Date. The "Effective Date" of such Assignments and Acceptances shall be the relevant Extension Date. (ii) It shall be a condition to the extension of any Termination Date pursuant to this Section that on the relevant Extension Date the representations and warranties contained in Section 4.01 (except those contained in Sections 4.01(h) and (j)) shall be correct on and as of such Extension Date as though made on and as of such Extension Date and that the Borrower shall have delivered to the Agent on such Termination Date a certificate to such effect signed by a duly authorized officer of the Borrower. (e) If a Termination Date shall be extended pursuant to this Section 2.17, all references in this Agreement and in the Notes to the "Termination Date" shall, with respect to each Consenting Lender and each Eligible Assignee, effective from the relevant Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of the Termination Date. In connection with the Extension Request and subject to the satisfaction of the conditions precedent set forth in Section 3 below: (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made Each undersigned Lender agrees to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of extend the Termination Date applicable to each such Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to’s Commitment for one year to May 8, nor more than 30 days prior to2018, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall (the “Extension”) to be in effective on the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this SectionAmendment Date. (b) If any Each Additional Commitment Lender declinesparty hereto extends to the Borrowers, or is deemed on the Amendment Date, such Additional Commitment Lender’s Commitment in the amount designated for such Additional Commitment Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to have declinedthe terms and conditions set forth in the Amended Credit Agreement. Each Additional Commitment Lender agrees that, upon the Amendment Date, such Additional Commitment Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Commitment Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Commitment Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to consent execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such request for extension (each a “Declining Lender”consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Borrower Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the right obligations of a Lender thereunder, (iv) it is sophisticated with respect to replace decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Declining Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender with an Eligible Assignee and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Commitment Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in accordance with Section 2.20(btaking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Any Each Additional Commitment Lender replacing a Declining has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Commitment Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lenderused and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement. (c) If the Required Lenders have consented to the extension of the Termination DateThe Borrowers, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form the Fronting Banks, the Swing Line Lenders and substance reasonably satisfactory each Lender party hereto (including each Additional Commitment Lender) agree that on the Amendment Date, Schedule I to the Administrative Agent Credit Agreement is amended and restated in its entirety by Schedule I hereto. (id) Simultaneously with the resolutions effectiveness of the Borrower authorizing such extension Extension as provided herein, the Commitments of each of the Lenders and all Governmental Approvals the participations of the Lenders in outstanding Letters of Credit and outstanding Swing Line Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I hereto). In order to effect the reallocation of any outstanding Pro-Rata Advances, upon the effectiveness of the Extension, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) required in connection with such extensionfull, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as Lenders shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such matters as any Lender through prepayment, so that, after giving effect thereto, the Administrative Agent may reasonably request and Pro-Rata Advances are held ratably by the Lenders in accordance with their respective Commitments (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit Extension). Prepayments made under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. paragraph (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect be subject to the extension notice requirements of Section 2.12 but shall be subject to the Termination Daterequirements of Section 8.05(b).

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each anniversary of the first two anniversaries of the date hereofClosing Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each anniversary of the first two anniversaries of the date hereofRestatement Effective Date (each, an “Anniversary Date”), the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Anniversary Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions of the Termination Date pursuant to this SectionSection following the Restatement Effective Date. For the avoidance of doubt, at no time may the term of this Agreement exceed three (3) years. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect to each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Anniversary Date”). On or prior to the Extension Effective Anniversary Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Anniversary Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Anniversary Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Dateor prior to the Termination Date applicable to any Declining Lender, each such Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Termination Date. Promptly following such Extension Effective Anniversary Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes changes, if any, in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Anniversary Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen- applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); p rovided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toUnless the Termination Date previously shall have occurred in accordance with the terms of this Agreement, nor later than at least 30 days prior to, each of the first two anniversaries of the date hereofbut not more than 45 days before any Extension Date, the Borrower may request Borrowers may, by written notice made to the Administrative Agent (which any such notice being irrevocable), request that the Administrative Agent and the Lenders extend the Termination Date for a period of one year. If the Borrowers shall make such request, the Administrative Agent shall promptly notify inform the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by Agent, in writing, of its agreement so to extend the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to, nor more than 30 days prior toto such Extension Date, the Extension Effective DateAdministrative Agent shall notify the Borrowers in writing if the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Daterequest. The consent granting of a Lender to any such extension consent shall be in the sole and absolute discretion of such each Lender (each Lender that consents being an “Extending Lender. The ” and each Lender that does not consent, or that does not notify the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to its consent to such any request for extension (each extension, being a “Declining Lender”), and if the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining LenderLenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extension. (b) The Commitment of each Declining Lender automatically will terminate on the Termination Date as in effect immediately prior to the effectiveness of such extension. If there shall be any Declining Lenders, (i) Extending Lenders will have the right to increase their Commitments in an aggregate amount not to exceed the Commitments of such Declining Lenders and, (ii) if the aggregate amount of such increase in Commitments is less than the aggregate Commitments of such Declining Lenders, the Borrowers will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent in an amount equal to the amount of such shortfall. Any such increase in Commitments or accession of third party financial institutions shall be made via a Lender Assignment and shall be effective on the Termination Date as in effect immediately prior to the effectiveness of such extension. (c) If the Required Lenders have consented to the extension of the Termination Date, The Borrowers may extend the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to this Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Dateonly twice. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than Unless the Termination Date shall have previously occurred in accordance with its terms, at least 90 days prior tobut not more than 120 days before the Termination Date, nor later than 30 days prior to, each of the first two anniversaries of the date hereofas then in effect, the Borrower may request may, by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify any such notice being irrevocable), request the Administrative Agent by and the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined Lenders to extend the Termination DateDate for a period of one year. The Borrower may only extend the Termination Date pursuant to this Section 2.3 for a period of two years. If the Borrower shall make such request, the Administrative Agent shall promptly inform the Lenders thereof and, no later than 30 days after the date of such request by the Borrower as then in effect, the Administrative Agent shall notify the Borrower in writing if the Lenders consent to such request and the conditions of a Lender such consent (including conditions relating to legal documentation (if any)). The granting of any such extension consent shall be in the sole and absolute discretion of such each Lender. The , and, if any Lender shall not so notify the Administrative Agent shallor, after receiving if the notifications from Administrative Agent shall not so notify the Borrower, such lack of notification shall be deemed to be a determination not to consent to such request. Subject to clause (b) below, no such extension shall occur unless all of the Lenders consent in writing thereto (or if less than all the expiration of such periodLenders consent thereto, whichever is earlierunless one or more other existing Lenders, notify or one or more other Eligible Assignees acceptable to the Borrower and the Lenders Administrative Agent, agree to assume all of the results thereof. The Borrower may request no more than two extensions pursuant to this SectionCommitments of the non-consenting Lenders). (b) If any Lender declines, or is deemed to have declined, to In the event less than all of the Lenders consent to such request for extension (each a “Declining Lender”)request, but the Majority Lenders approve such extension request, the Borrower shall have may, with the right consent of the Majority Lenders, on the then scheduled Termination Date pay to replace such Declining each non-consenting Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed amount equal to have consented the aggregate principal amount of Advances owed to such request for extension (regardless non-consenting Lenders, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such non-consenting Lender. Such non-consenting Lender thereafter shall no longer be a party hereto or have any rights or obligations hereunder or under any of when the other Loan Documents. Furthermore, the Commitments hereunder shall automatically be reduced by the aggregate amount of the Commitments of such replacement is effective) and non-consenting Lenders. If the Borrower fails to comply with any provision of this subsection, the Termination Date shall not be deemed to be a Declining Lenderextended. (c) If the Required Lenders have consented to the extension of the Termination Date, The Borrower shall pay on the Termination Date of (prior to giving effect to any extension) to each Lender that consented has agreed to the extend, and so extends, its Commitments, an extension shall be extended fee equal to the date that is one year after .10% of each such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.'s Commitment

Extension of the Termination Date. ‌ (a) Not earlier than 90 60 days prior to, nor later than 30 60 days prior to, after each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.and

Extension of the Termination Date. (a) Not earlier than 90 The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days prior to, nor later than 30 days prior to, each of the first two anniversaries of after the date hereof, the Borrower may request by written notice made to the Administrative Agent (on which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lenderwould otherwise have occurred. Each Lender shall notify If the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined Borrower wishes to extend the Termination Date. The consent of a Lender , it shall give written notice to any such extension shall be in that effect to the sole discretion of such Lender. The Administrative Agent shall, after receiving not less than 90 days nor more than 150 days following the notifications from all delivery to the Administrative Agent of the Lenders or the expiration audited annual financial statements of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). Any If a Lender replacing or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a Declining period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such request for extension period (regardless whether of when 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such replacement is effectivenotice, the Commitment(s) and shall not be deemed to be a Declining Lender. (c) If of such non-extending Lender(s), whereupon the Required Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is or (ii) designate one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance more new financial institutions reasonably satisfactory acceptable to the Administrative Agent (i) to assume the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as Commitments of such Extension Effective Datenon-extending Lenders, and after giving effect to whereupon the extension to be effective on aggregate amount of such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(bCommitment(s) shall have received payment in full of the principal amount of all Loans outstanding owing to be assumed by such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to substitute financial institution or financial institutions within such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.60-day period or

Extension of the Termination Date. (a) Not earlier than 90 days prior toThe Borrower may, nor later than 30 days prior to, by notice to the Agent in substantially the form of Exhibit G hereto (a copy of which notice the Agent shall promptly deliver to each of the first two anniversaries of the date hereof, the Borrower may request by written notice made Banks) not less than sixty (60) days and not more than ninety (90) days prior to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lenderthen in effect (the "Current Termination Date"), request that the Banks extend their respective Commitments for an additional 364 days from the Extension Consent Date (as defined below). Each Lender Bank, acting in its sole discretion, shall, by notice to the Agent in substantially the form of Exhibit H hereto and given no later than the date occurring thirty (30) days prior to the Current Termination Date (such date, the "Extension Consent Date"), advise the Agent whether or not such Bank agrees to such extension; provided that each Bank that determines not to extend the Current Termination Date (a "Non-Extending Bank") shall notify the Administrative Agent by the date specified by the Administrative Agent of such fact promptly after such determination (which date shall be a Business Day and shall not be less but in any event no later than 15 days prior to, nor more than 30 days prior to, the Extension Effective Consent Date) and any Bank that either (A) such Lender declines to consent to extending does not so advise the Termination Agent on or before the Extension Consent Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in the sole discretion of such Lendernot obligate any other Bank to so agree. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with request an Eligible Assignee extension of the Termination Date pursuant to this Section 2.9 not more than three (3) times. (b) The Agent shall notify the Borrower which Banks, if any, have elected to extend the Current Termination Date not later than twenty-one (21) days prior to the Current Termination Date. If (and only if) Banks holding at least two-thirds (66 2/3%) of the Aggregate Commitment shall have agreed to extend the Current Termination Date in accordance with the provisions of Section 2.20(b2.9(a). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension , then, effective as of the Current Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that falling 364 days after the Current Termination Date (provided, if such date is one year after such Lender’s thennot a Business Day, then the Termination Date as so extended shall be the next preceding Business Day). If Banks holding more than two-effective thirds (66 2/3%) but less than all of the Aggregate Commitment shall have elected to extend the Current Termination Date, the Commitment of each such extending Bank shall remain unchanged through the new Termination Date and the Aggregate Commitment shall be reduced to the aggregate of the Commitments of such extending Banks. (c) Notwithstanding the foregoing, the extension of the Termination Date shall not be effective as with respect to any Bank unless: (i) no Default or Event of Default shall have occurred and be continuing on each of the date to be determined by of the Administrative Agent notice requesting such extension, the applicable Extension Consent Date and the Borrower applicable Current Termination Date; (ii) each of the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form representations and substance reasonably satisfactory to the Administrative Agent (i) the resolutions warranties of the Borrower authorizing such extension in Article VII hereof shall be true and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that correct on and as of each of the date of the notice requesting such extension, the applicable Extension Effective DateConsent Date and the applicable Current Termination Date with the same force and effect as if made on and as of each such date (or, and after giving effect if any such representation or warranty is expressly stated to the extension to be effective on such have been made as of a specific date, all conditions precedent to an Extension as of Credit under Section 3.02 are satisfied. On such specific date); (iii) each Extension Effective Date, each Declining Lender being replaced Non-Extending Bank shall have been paid in full by the Borrower pursuant to Section 2.06(b) shall have received payment in full of on or before the principal amount of Current Termination Date all Loans outstanding amounts owing to such Declining Lender Bank hereunder and all interest thereon under the other Loan Documents; and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective DateEven if the Termination Date is extended as aforesaid by certain of the Banks, the Administrative Agent Commitment of each Non-Extending Bank shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in terminate on the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective applicable Current Termination Date. (d) Each LC Issuing If the Borrower shall have requested an extension of the Current Termination Date pursuant to this Section 2.9, the Agent shall, simultaneously with the Agent's notice to the Borrower, notify each Bank mayas to whether or not the Current Termination Date shall have been so extended, in its sole discretionspecifying the individual Commitments of the respective Banks and the Aggregate Commitment of the Banks after giving effect to such extension. If requested by the Agent, elect not the Borrower and the Banks shall enter into such amendments to serve in such capacity following this Agreement as the Agent shall require to evidence any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Current Termination Date.

Extension of the Termination Date. (a) Not The Company may, by notice (the date of such notice, the “Request Date”) to the Paying Agent (who shall promptly notify the Banks) not earlier than 90 60 days prior to, nor and not later than 30 days prior to, each to any anniversary of the first two anniversaries Effective Date (each a “Relevant Anniversary Date”), request that each Bank extend such Bank’s Termination Date for an additional year from the Termination Date then in effect hereunder (the “Existing Termination Date”; any anniversary of the date hereofExisting Termination Date to which Commitments shall be extended being called the “Extended Termination Date”); provided that the Company shall not make more than two such requests during the term of this Agreement. (b) Each Bank, the Borrower may request acting in its sole and individual discretion, shall, by written notice made to the Administrative Paying Agent given not later than the date that is 20 days following the Request Date (which shall promptly notify the Lenders thereof) a one-year “Notice Deadline”), advise the Paying Agent whether or not such Bank agrees to such extension of the (and each Bank that determines not to so extend its Termination Date applicable to each Lender. Each Lender (a “Non-Extending Bank”) shall notify the Administrative Paying Agent by of such fact promptly after such determination (but in any event no later than the date specified by Notice Deadline)) and any Bank that does not so advise the Administrative Paying Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, on or before the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period Notice Deadline shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in not obligate any other Bank to so agree. Promptly following the sole discretion of such Lender. The Administrative Notice Deadline, the Paying Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, shall notify the Borrower and the Lenders Company of the results thereof. The Borrower may request no more than two extensions pursuant to each Bank’s determination under this Section. (bc) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower The Company shall have the right on or before the Relevant Anniversary Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees with Commitments terminating on the Extended Termination Date (each, an “Additional Commitment Bank”) as provided in Section 2.23(b), each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing Additional Commitment Bank shall undertake a Declining Lender Commitment of such Non-Extending Bank at par (and, if any such Additional Commitment Bank is already a Bank, its Commitment of such Non-Extending Bank shall be deemed to have consented in addition to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such LenderBank’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective Commitment hereunder on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2018 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or ; provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Effective DateRequest, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent may (iwith the Borrower’s consent not to be unreasonably withheld) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required seek to amend this Agreement with requisite lender consent in connection accordance with such extensionSection 8.01 to update operational, certified as being agency, and/or regulatory provisions to a form customarily included in effect credit agreements as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and no later than fifteen (iii15) a certificate of the Borrower stating that on and as of such Extension Effective Date, and days after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.the

Extension of the Termination Date. ‌ (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toUnless the Termination Date previously shall have occurred in accordance with the terms of this Agreement, nor later than at least 30 days prior to, each of the first two anniversaries of the date hereofbut not more than 45 days before any Extension Date, the Borrower may request may, by written notice made to the Administrative Agent (which any such notice being irrevocable), request that the Administrative Agent, the Fronting Banks and the Lenders extend the Termination Date for a period of one year. If the Borrower shall make such request, the Administrative Agent shall promptly notify inform the Fronting Banks and the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Fronting Bank and each Lender shall notify the Administrative Agent by Agent, in writing, of its agreement so to extend the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to, nor more than 30 days prior toto such Extension Date, the Extension Effective DateAdministrative Agent shall notify the Borrower in writing if the Fronting Bank and Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Daterequest. The consent granting of a Lender to any such extension consent shall be in the sole and absolute discretion of such each Fronting Bank and each Lender (each Lender that consents being an “Extending Lender. The ” and each Lender that does not consent, or that does not notify the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to its consent to such any request for extension (each extension, being a “Declining Lender”), and if the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and Administrative Agent shall not so notify the Borrower, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining LenderLenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) no Event of Default has occurred and is continuing and all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extension. (b) The Commitment of each Declining Lender automatically will terminate on the Termination Date as in effect immediately prior to the effectiveness of such extension. If there shall be any Declining Lenders, (i) Extending Lenders will have the right to increase their Commitments in an aggregate amount not to exceed the Commitments of such Declining Lenders and, (ii) if the aggregate amount of such increase in Commitments is less than the aggregate Commitments of such Declining Lenders, the Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent in an amount equal to the amount of such shortfall. Any such increase in Commitments or accession of third party financial institutions shall be made via a Lender Assignment and shall be effective on the Termination Date as in effect immediately prior to the effectiveness of such extension. (c) If the Required Lenders have consented to the extension of the Termination Date, The Borrower may extend the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to this Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Dateonly twice. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which MUFG acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen- applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); p rovided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each of to the first two anniversaries anniversary of the date hereofof this Agreement, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each EachThe Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 60 days prior to, after each of the first two anniversaries anniversary of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each The Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 During the period from August 1, 2020 until the date that is thirty (30) days prior to, nor later than 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a onethree-year month extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is fifteen (15) Business Days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year three months after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). . (d) On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each the Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2021 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which MUFG acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not The Company may, by notice (the date of such notice, the “Request Date”) to the Paying Agent (who shall promptly notify the Banks) not earlier than 90 60 days prior to, nor and not later than 30 days prior to, each to any anniversary of the first two anniversaries Effective Date (each a “Relevant Anniversary Date”), request that each Bank extend such Bank’s Termination Date for an additional year from the Termination Date then in effect hereunder (the “Existing Termination Date”; any anniversary of the date hereofExisting Termination Date to which Commitments shall be extended being called the “Extended Termination Date”); provided that the Company shall not make more than two such requests during the term of this Agreement. (b) Each Bank, the Borrower may request acting in its sole and individual discretion, shall, by written notice made to the Administrative Paying Agent given not later than the date that is 20 days following the Request Date (which shall promptly notify the Lenders thereof) a one-year “Notice Deadline”), advise the Paying Agent whether or not such Bank agrees to such extension of the (and each Bank that determines not to so extend its Termination Date applicable to each Lender. Each Lender (a “Non-Extending Bank”) shall notify the Administrative Paying Agent by of such fact promptly after such determination (but in any event no later than the date specified by Notice Deadline)) and any Bank that does not so advise the Administrative Paying Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, on or before the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period Notice Deadline shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in not obligate any other Bank to so agree. Promptly following the sole discretion of such Lender. The Administrative Notice Deadline, the Paying Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, shall notify the Borrower and the Lenders Company of the results thereof. The Borrower may request no more than two extensions pursuant to each Bank’s determination under this Section. (bc) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower The Company shall have the right on or before the Relevant Anniversary Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees with Commitments terminating on the Extended Termination Date (each, an “Additional Commitment Bank”) as provided in Section 2.23(b), each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing Additional Commitment Bank shall undertake a Declining Lender Commitment of such Non-Extending Bank at par (and, if any such Additional Commitment Bank is already a Bank, its Commitment of such Non-Extending Bank shall be deemed to have consented in addition to such request for extension (regardless of when Bank’s Commitment hereunder on such replacement is effective) and shall not be deemed to be a Declining Lenderdate). (cd) If (and only if) the Required Lenders aggregate Commitments of the Banks that have consented agreed to so to extend their Termination Date pursuant to this Section 2.25 and the additional Commitments of the Additional Commitment Banks shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the extension Relevant Anniversary Date, then, effective as of the Termination Relevant Anniversary Date (each such effective date, an “Extension Date”), the Termination Date of each Lender that consented to the extension extending Bank and of each Additional Commitment Bank shall be extended to the Extended Termination Date (except that, if such date that is one year not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day), so long as: (i) at the time of and immediately after giving effect to such Lender’s then-effective Termination Dateextension, effective no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and all Governmental Approvals (if any) required in connection with after giving effect to, such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that though made on and as of such date. (i) Any Non-Extending Bank may, by written notice to the Paying Agent, at any time after the relevant Extension Effective Date and prior to the applicable Existing Termination Date, elect to extend its Termination Date to the Extended Termination Date and, upon the Paying Agent’s receipt of such written notice from any Non-Extending Bank, (x) the Termination Date of such Bank shall be automatically extended to the Extended Termination Date (except that, if such date is not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day) and after (y) such Bank shall no longer be a Non-Extending Bank with respect to the applicable extension. The Paying Agent shall promptly give notice to the Company of any such extension pursuant to this Section 2.212.25(e)(i). (ii) On the Termination Date applicable to the Loans of any Non-Extending Bank, the Company shall repay any then outstanding Loans of such Non-Extending Bank (and pay any additional amounts required pursuant to Section 2.14). Following any extension pursuant to this Section 2.25, the L/C Obligations shall continue to be deemed to be held ratably among the Banks, but on the Termination Date applicable to the Loans of any Non-Extending Bank, the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination Date shall be ratably reallocated, to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full extent of the principal amount unused Commitments of all Loans outstanding owing the extending Banks, to such Declining Lender and all interest thereon and all fees and other amounts extending Banks (including, without limitation, any amounts payable pursuant regard to whether the conditions set forth in Section 8.04(c4.3 can then be satisfied)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and Company shall repay the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension Loans of the extending Banks pro rata to the extent necessary to allow the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination DateDate to be fully reallocated to the extending Banks.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2021 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.to

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each anniversary of the first two anniversaries of the date hereofClosing DateFirst Amendment Effective Date (each, an “Anniversary Date”), the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective EffectiveAnniversary Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions of the Termination Date pursuant to this SectionSection following the First Amendment Effective Date. For the avoidance of doubt, at no time may the term of this Agreement exceed two (2) years. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect to each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective EffectiveAnniversary Date”). On or prior to the Extension Effective EffectiveAnniversary Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective EffectiveAnniversary Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective EffectiveAnniversary Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant Dateor prior to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing BankDate applicable to any Declining Lender, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.28 AmericasActive:16797229.116797229

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2021 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which Mizuho acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each anniversary of the first two anniversaries of the date hereofRestatement Effective Date (each, an “Anniversary Date”), the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Anniversary Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions of the Termination Date pursuant to this SectionSection following the Restatement Effective Date. For the avoidance of doubt, at no time may the term of this Agreement exceed five (5) years. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect to each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Anniversary Date”). On or prior to the Extension Effective Anniversary Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Anniversary Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Anniversary Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Dateor prior to the Termination Date applicable to any Declining Lender, each such Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) ), payable to such Declining Lender accrued through such Extension Effective Termination Date. Promptly following such Extension Effective Anniversary Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes changes, if any, in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Anniversary Date. (d) Each LC Issuing Bank and the Swingline Lender may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may beBank or Swingline Lender, and (ii) whether such replacement is appointed found shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not The Company may, by notice (the date of such notice, the “Request Date”) to the Paying Agent (who shall promptly notify the Banks) not earlier than 90 60 days prior to, nor and not later than 30 days prior to, each to any anniversary of the first two anniversaries Effective Date (each a “Relevant Anniversary Date”), request that each Bank extend such Bank’s Termination Date for an additional year from the Termination Date then in effect hereunder (the “Existing Termination Date”; any anniversary of the date hereofExisting Termination Date to which Commitments shall be extended being called the “Extended Termination Date”); provided that the Company shall not make more than two such requests during the term of this Agreement. (b) Each Bank, the Borrower may request acting in its sole and individual discretion, shall, by written notice made to the Administrative Paying Agent given not later than the date that is 20 days following the Request Date (which shall promptly notify the Lenders thereof) a one-year “Notice Deadline”), advise the Paying Agent whether or not such Bank agrees to such extension of the (and each Bank that determines not to so extend its Termination Date applicable to each Lender. Each Lender (a “Non-Extending Bank”) shall notify the Administrative Paying Agent by of such fact promptly after such determination (but in any event no later than the date specified by Notice Deadline)) and any Bank that does not so advise the Administrative Paying Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, on or before the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period Notice Deadline shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in not obligate any other Bank to so agree. Promptly following the sole discretion of such Lender. The Administrative Notice Deadline, the Paying Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, shall notify the Borrower and the Lenders Company of the results thereof. The Borrower may request no more than two extensions pursuant to each Bank’s determination under this Section. (bc) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower The Company shall have the right on or before the Relevant Anniversary Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees with Commitments terminating on the Extended Termination Date (each, an “Additional Commitment Bank”) as provided in Section 2.23(b), each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing Additional Commitment Bank shall undertake a Declining Lender Commitment of such Non-Extending Bank at par (and, if any such Additional Commitment Bank is already a Bank, its Commitment of such Non-Extending Bank shall be deemed to have consented in addition to such request for extension (regardless of when Bank’s Commitment hereunder on such replacement is effective) and shall not be deemed to be a Declining Lenderdate). (cd) If (and only if) the Required Lenders aggregate Commitments of the Banks that have consented agreed to so to extend their Termination Date pursuant to this Section 2.25 and the additional Commitments of the Additional Commitment Banks shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the extension Relevant Anniversary Date, then, effective as of the Termination Relevant Anniversary Date (each such effective date, an “Extension Date”), the Termination Date of each Lender that consented to the extension extending Bank and of each Additional Commitment Bank shall be extended to the Extended Termination Date (except that, if such date that is one year not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day), so long as: (i) at the time of and immediately after giving effect to such Lender’s then-effective Termination Dateextension, effective no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and all Governmental Approvals (if any) required in connection with after giving effect to, such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that though made on and as of such date. (i) Any Non-Extending Bank may, by written notice to the Paying Agent, at any time after the relevant Extension Effective Date and prior to the applicable Existing Termination Date, elect to extend its Termination Date to the Extended Termination Date and, upon the Paying Agent’s receipt of such written notice from any Non-Extending Bank, (x) the Termination Date of such Bank shall be automatically extended to the Extended Termination Date (except that, if such date is not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day) and after (y) such Bank shall no longer be a Non-Extending Bank with respect to the applicable extension. The Paying Agent shall promptly give notice to the Company of any such extension pursuant to this Section 2.25(e)(i). (ii) On the Termination Date applicable to the Loans of any Non-Extending Bank, the Company shall repay any then outstanding Loans of such Non-Extending Bank (and pay any additional amounts required pursuant to Section 2.14). Following any extension pursuant to this Section 2.25, the L/C Obligations shall continue to be deemed to be held ratably among the Banks, but on the Termination Date applicable to the Loans of any Non-Extending Bank, the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination Date shall be ratably reallocated, to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full extent of the principal amount unused Commitments of all Loans outstanding owing the extending Banks, to such Declining Lender and all interest thereon and all fees and other amounts extending Banks (including, without limitation, any amounts payable pursuant regard to whether the conditions set forth in Section 8.04(c4.3 can then be satisfied)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and Company shall repay the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension Loans of the extending Banks pro rata to the extent necessary to allow the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination DateDate to be fully reallocated to the extending Banks.

Extension of the Termination Date. (a) Not earlier than 90 The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days prior to, nor later than 30 days prior to, each of the first two anniversaries of after the date hereof, the Borrower may request by written notice made to the Administrative Agent (on which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lenderwould otherwise have occurred. Each Lender shall notify If the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined Borrower wishes to extend the Termination Date. The consent of a Lender , it shall give written notice to any such extension shall be in that effect to the sole discretion of such Lender. The Administrative Agent shall, after receiving not less than 90 days nor more than 150 days following the notifications from all delivery to the Administrative Agent of the Lenders or the expiration audited annual financial statements of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). Any If a Lender replacing or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a Declining period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such request for extension period (regardless whether of when 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such replacement is effectivenotice, the Commitment(s) and shall not be deemed to be a Declining Lender. (c) If of such non-extending Lender(s), whereupon the Required Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Termination Date Commitments shall continue unaffected. The failure of each Lender that consented the Borrower to timely take the extension actions contemplated by clause (i) or (ii) of the preceding sentence shall be extended deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to the date that such effect is one year after such Lender’s then-effective Termination Date, effective given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the date aggregate amount of the Commitment(s) shall have responded affirmatively to be determined such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the Borrower parties hereto (other than non-consenting Lenders), the “Extension Effective Date”). On or prior to Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each EachThe Swingline Lender and each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning Swingline Lender or LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2018 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions one extension pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form for m and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toARTICLE I During the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (ba) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier At least 30 days but not more than 90 45 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereofto a Termination Date, the Borrower may request Borrower, by written notice made to the Administrative Agent, may request an extension of such Termination Date by 364 days from its then scheduled expiration (the date on which the Borrower makes any such request being an "Extension Request Date"). The Agent (which shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the Lenders thereof) a one-year later of the 30th day prior to the Termination Date and the 10th day following the relevant Extension Request Date (such later day being the "Later Day"), notify the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent in writing of its consent to any such request for extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior toLater Day, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined be a Non-Consenting Lender with respect to extend the Termination Datesuch request. The consent Agent shall notify the Borrower promptly after the Later Day of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all decision of the Lenders or regarding the expiration of such period, whichever is earlier, notify the Borrower and the Lenders Borrower's request for an extension of the results thereof. The Borrower may request no more than two extensions pursuant to this Sectionrelevant Termination Date. (b) If all the Lenders consent in writing to any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b2.17(a), the Termination Date in effect at such time shall, effective as at such Termination Date (the "Extension Date"), but subject to Section 2.17(d)(ii), be extended for 364 days. Any Lender replacing a Declining Lender shall be deemed If less than all of the Lenders consent in writing to have consented to any such request for extension in accordance with Section 2.17(a), the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (regardless of when such replacement is effectiveeach, a "Consenting Lender") and but shall not be deemed extended as to be any other Lender (each, a Declining "Non-Consenting Lender"). To the extent that a Termination Date is not extended as to any Lender pursuant to this Section 2.17 and the Commitment of such Lender is not assigned in accordance with Section 2.17(c) on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Sections 2.14, 7.05, 8.04(e), 8.07(g) and 8.08 shall survive such Termination Date as to matters occurring prior to such date. No Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any extension of any Termination Date. (c) If the Required Lenders have consented to the extension less than all of the Termination Date, the Termination Date of each Lender that consented Lenders consent to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c2.17(a)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in promptly so notify the Consenting Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank Consenting Lender may, in its sole discretion, elect give written notice to the Agent not to serve in such capacity later than five days following any extension the Later Day of the Termination Date; provided amount of the Non-Consenting Lenders' Commitments with respect to which (A) it is willing to accept an assignment effective as of the Extension Date and (B) it agrees to consent to the relevant request pursuant to Section 2.17(a). If the Consenting Lenders notify the Agent that (i) they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders and that, with respect to such Commitments, they are willing to consent to the relevant request pursuant to Section 2.17(a), the Agent shall so notify the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may beLenders, and such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If the Consenting Lenders do not so notify the Agent, the Agent shall so notify the Borrower and the Lenders and the Borrower may arrange for one or more Eligible Assignees to accept assignments, effective as of the Extension Date, of Non-Consenting Lenders' Commitments as to which the Consenting Lenders have not so notified the Agent; provided, however, that the amount of the Commitment of any such Eligible Assignee which is not a Consenting Lender as a result of such assignments shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; provided further that the Non-Consenting Lenders' rights under Sections 2.11, 2.14 and 8.04, and its obligations under Sections 2.14, 7.05, 8.04(e), 8.07(g) and 8.08 shall survive such assignments as to matters occurring prior to the date of substitution. (iii) whether such replacement is appointed The assignments of the Commitments contemplated by this Section shall not otherwise affect be effected pursuant to Assignments and Acceptances in compliance with Section 8.07, which Assignment and Acceptances shall include the Assignee's consent to the extension of the relevant Termination Date. The "Effective Date" of such Assignments and Acceptances shall be the relevant Extension Date. (ii) It shall be a condition to the extension of any Termination Date pursuant to this Section that on the relevant Extension Date the representations and warranties contained in Section 4.01 (except those contained in Sections 4.01(h) and (j)) shall be correct on and as of such Extension Date as though made on and as of such Extension Date and that the Borrower shall have delivered to the Agent on such Termination Date a certificate to such effect signed by a duly authorized officer of the Borrower. (e) If a Termination Date shall be extended pursuant to this Section 2.17, all references in this Agreement and in the Notes to the "Termination Date" shall, with respect to each Consenting Lender and each Eligible Assignee, effective from the relevant Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of the Termination Date. (a) Not The Company may, by notice (the date of such notice, the “Request Date”) to the Paying Agent (who shall promptly notify the Banks) not earlier than 90 60 days prior to, nor and not later than 30 days prior to, each to any anniversary of the first two anniversaries Effective Date (each a “Relevant Anniversary Date”), request that each Bank extend such Bank’s Termination Date for an additional year from the Termination Date then in effect hereunder (the “Existing Termination Date”; any anniversary of the date hereofExisting Termination Date to which Commitments shall be extended being called the “Extended Termination Date”); provided that the Company shall not make more than two such requests during the term of this Agreement. 509265-1983-14872-Active.19588122.12 (b) Each Bank, the Borrower may request acting in its sole and individual discretion, shall, by written notice made to the Administrative Paying Agent given not later than the date that is 20 days following the Request Date (which shall promptly notify the Lenders thereof) a one-year “Notice Deadline”), advise the Paying Agent whether or not such Bank agrees to such extension of the (and each Bank that determines not to so extend its Termination Date applicable to each Lender. Each Lender (a “Non-Extending Bank”) shall notify the Administrative Paying Agent by of such fact promptly after such determination (but in any event no later than the date specified by Notice Deadline)) and any Bank that does not so advise the Administrative Paying Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, on or before the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period Notice Deadline shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in not obligate any other Bank to so agree. Promptly following the sole discretion of such Lender. The Administrative Notice Deadline, the Paying Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, shall notify the Borrower and the Lenders Company of the results thereof. The Borrower may request no more than two extensions pursuant to each Bank’s determination under this Section. (bc) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower The Company shall have the right on or before the Relevant Anniversary Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees with Commitments terminating on the Extended Termination Date (each, an “Additional Commitment Bank”) as provided in Section 2.23(b), each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing Additional Commitment Bank shall undertake a Declining Lender Commitment of such Non-Extending Bank at par (and, if any such Additional Commitment Bank is already a Bank, its Commitment of such Non-Extending Bank shall be deemed to have consented in addition to such request for extension (regardless of when Bank’s Commitment hereunder on such replacement is effective) and shall not be deemed to be a Declining Lenderdate). (cd) If (and only if) the Required Lenders aggregate Commitments of the Banks that have consented agreed to so to extend their Termination Date pursuant to this Section 2.25 and the additional Commitments of the Additional Commitment Banks shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the extension Relevant Anniversary Date, then, effective as of the Termination Relevant Anniversary Date (each such effective date, an “Extension Date”), the Termination Date of each Lender that consented to the extension extending Bank and of each Additional Commitment Bank shall be extended to the Extended Termination Date (except that, if such date that is one year not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day), so long as: (i) at the time of and immediately after giving effect to such Lender’s then-effective Termination Dateextension, effective no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and all Governmental Approvals (if any) required in connection with after giving effect to, such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that though made on and as of such date. (i) Any Non-Extending Bank may, by written notice to the Paying Agent, at any time after the relevant Extension Effective Date and prior to the applicable Existing Termination Date, elect to extend its Termination Date to the Extended Termination Date and, upon the Paying Agent’s receipt of such written notice from any Non-Extending Bank, (x) the Termination Date of such Bank shall be automatically extended to the Extended Termination Date (except that, if such date is not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day) and after (y) such Bank shall no longer be a Non-Extending Bank with respect to the applicable extension. The Paying Agent shall promptly give notice to the Company of any such extension pursuant to this Section 2.21(e)(i). (ii) On the Termination Date applicable to the Loans of any Non-Extending Bank, the Company shall repay any then outstanding Loans of such Non-Extending Bank (and pay any additional amounts required pursuant to Section 2.14). Following any extension pursuant to this Section 2.25, the L/C Obligations shall continue to be deemed to be held 509265-1983-14872-Active.19588122.12 ratably among the Banks, but on the Termination Date applicable to the Loans of any Non-Extending Bank, the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination Date shall be ratably reallocated, to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full extent of the principal amount unused Commitments of all Loans outstanding owing the extending Banks, to such Declining Lender and all interest thereon and all fees and other amounts extending Banks (including, without limitation, any amounts payable pursuant regard to whether the conditions set forth in Section 8.04(c4.3 can then be satisfied)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and Company shall repay the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension Loans of the extending Banks pro rata to the extent necessary to allow the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination DateDate to be fully reallocated to the extending Banks.

Extension of the Termination Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing DMSLIBRARY01\30351218.v6 General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. On or before the Termination Date (aas determined without regard to any extension thereof pursuant to this Section 5.09) Not earlier than 90 days prior tothe Borrower shall have the one-time right and option, nor later than 30 days prior toin its sole discretion, each to extend the Termination Date for one (1) additional twelve (12) month period to February 21, 2017, upon satisfaction of the first two anniversaries of the date hereoffollowing conditions precedent, the Borrower may request by written notice made which must be satisfied prior to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year effectiveness of any extension of the Termination Date applicable Date: (a) The Borrower shall have delivered written notice of such request (the “Extension Request”) to each Lender. Each Lender shall notify the Administrative Agent by not sooner than the date specified by which is one hundred eighty (180) days, and not later than the Administrative Agent date which is ninety (which date shall be a Business Day and shall not be less than 15 days 90) days, prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) as determined without regard to such Lender consents to extending the Termination Dateextension). Any Lender not responding within the above time period such Extension Request shall be deemed to have declined to extend irrevocable and binding on the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this SectionBorrower. (b) If On the effective date of such extension, there shall be undrawn Total Revolving Loan Commitments in an amount at least equal to the Section 2.02(d) Reserved Commitment (to the extent the Reserved Commitment Trigger Date with respect thereto has occurred). (c) On or before the Termination Date (as determined without regard to any Lender declines, or is deemed extension thereof pursuant to have declined, to consent to such request for extension (each a “Declining Lender”this Section 5.09), the Borrower shall have paid to the right to replace such Declining Lender with an Eligible Assignee Agent for the pro rata accounts of the Banks in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall their respective Commitments an extension fee in an amount equal to twenty (20) basis points on the Total Revolving Loan Commitments, which fee shall, when paid, be deemed to have consented to such request for extension (regardless of when such replacement is effective) fully earned and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s thennon-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as refundable under any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Datecircumstance. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in On the date the Extension Request is given and on the effective date of such capacity following any extension there shall exist no Possible Default or Event of the Termination Date; provided that Default. (ie) The representations and warranties made by the Borrower and the Administrative Agent may appoint a replacement for Parent in the this Agreement, the Guaranty and the other Related Writings or otherwise made by or on behalf of the Borrower and the Parent in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date the Extension Request is given and on the Termination Date (as determined without regard to such resigning LC Issuing Bankextension) other than representations and warranties to the extent they relate expressly to an earlier date, which representations and warranties shall be required to be true and correct only as the case may beof such specified date, and except to the extent of any changes resulting from transactions permitted by this Agreement, the Guaranty and the other Related Writings. (iif) whether such replacement is appointed shall not otherwise affect The most recent Covenant Compliance Certificate required to be submitted by the extension Parent pursuant to Section 9.7 of the Termination DateGuaranty shall have reflected a Cash Flow Coverage Ratio of at least 3.125:1.00.

Extension of the Termination Date. In connection with the Extension Request and subject to the satisfaction of the conditions precedent set forth in Section 4 below: (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each of the first two anniversaries of the date hereof, the Borrower may request by written notice made Each undersigned Lender agrees to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of extend the Termination Date applicable to each such Lender. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to’s Commitment for one year to May 8, nor more than 30 days prior to2018, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall (the “Extension”) to be in effective on the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this SectionAmendment Date. (b) If any Each Additional Commitment Lender declinesparty hereto extends to the Borrowers, or is deemed on the Amendment Date, such Additional Commitment Lender’s Commitment in the amount designated for such Additional Commitment Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to have declinedthe terms and conditions set forth in the Amended Credit Agreement. Each Additional Commitment Lender agrees that, upon the Amendment Date, such Additional Commitment Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Commitment Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Commitment Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to consent execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such request for extension (each a “Declining Lender”consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Borrower Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the right obligations of a Lender thereunder, (iv) it is sophisticated with respect to replace decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Declining Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender with an Eligible Assignee and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Commitment Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in accordance with Section 2.20(btaking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Any Each Additional Commitment Lender replacing a Declining has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Commitment Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined used and relied upon by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions for all purposes of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Amended Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not The Company may, by notice (the date of such notice, the “Request Date”) to the Paying Agent (who shall promptly notify the Banks) not earlier than 90 60 days prior to, nor and not later than 30 days prior to, each to any anniversary of the first two anniversaries Effective Date (each a “Relevant Anniversary Date”), request that each Bank extend such Bank’s Termination Date for an additional year from the Termination Date then in effect hereunder (the “Existing Termination Date”; any anniversary of the date hereofExisting Termination Date to which Commitments shall be extended being called the “Extended Termination Date”); provided that the Company shall not make more than two such requests during the term of this Agreement. (b) Each Bank, the Borrower may request acting in its sole and individual discretion, shall, by written notice made to the Administrative Paying Agent given not later than the date that is 20 days following the Request Date (which shall promptly notify the Lenders thereof) a one-year “Notice Deadline”), advise the Paying Agent whether or not such Bank agrees to such extension of the (and each Bank that determines not to so extend its Termination Date applicable to each Lender. Each Lender (a “Non-Extending Bank”) shall notify the Administrative Paying Agent by of such fact promptly after such determination (but in any event no later than the date specified by Notice Deadline)) and any Bank that does not so advise the Administrative Paying Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, on or before the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period Notice Deadline shall be deemed to have declined to extend the Termination Datebe a Non-Extending Bank. The consent election of a Lender any Bank to any agree to such extension shall be in not obligate any other Bank to so agree. Promptly following the sole discretion of such Lender. The Administrative Notice Deadline, the Paying Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, shall notify the Borrower and the Lenders Company of the results thereof. The Borrower may request no more than two extensions pursuant to each Bank’s determination under this Section. (bc) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower The Company shall have the right on or before the Relevant Anniversary Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees with Commitments terminating on the Extended Termination Date (each, an “Additional Commitment Bank”) as provided in Section 2.23(b), each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing Additional Commitment Bank shall undertake a Declining Lender Commitment of such Non-Extending Bank at par (and, if any such Additional Commitment Bank is already a Bank, its Commitment of such Non-Extending Bank shall be deemed to have consented in addition to such request for extension (regardless of when Bank’s Commitment hereunder on such replacement is effective) and shall not be deemed to be a Declining Lenderdate). (cd) If (and only if) the Required Lenders aggregate Commitments of the Banks that have consented agreed to so to extend their Termination Date pursuant to this Section 2.25 and the additional Commitments of the Additional Commitment Banks shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the extension Relevant Anniversary Date, then, effective as of the Termination Relevant Anniversary Date (each such effective date, an “Extension Date”), the Termination Date of each Lender that consented to the extension extending Bank and of each Additional Commitment Bank shall be extended to the Extended Termination Date (except that, if such date that is one year not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day), so long as: (i) at the time of and immediately after giving effect to such Lender’s then-effective Termination Dateextension, effective no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and all Governmental Approvals (if any) required in connection with after giving effect to, such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that though made on and as of such date. (i) Any Non-Extending Bank may, by written notice to the Paying Agent, at any time after the relevant Extension Effective Date and prior to the applicable Existing Termination Date, elect to extend its Termination Date to the Extended Termination Date and, upon the Paying Agent’s receipt of such written notice from any Non-Extending Bank, (x) the Termination Date of such Bank shall be automatically extended to the Extended Termination Date (except that, if such date is not a Business Day, such Extended Termination Date shall be the immediately preceding Business Day) and after (y) such Bank shall no longer be a Non-Extending Bank with respect to the applicable extension. The Paying Agent shall promptly give notice to the Company of any such extension pursuant to this Section 2.21(e)(i). (ii) On the Termination Date applicable to the Loans of any Non-Extending Bank, the Company shall repay any then outstanding Loans of such Non-Extending Bank (and pay any additional amounts required pursuant to Section 2.14). Following any extension pursuant to this Section 2.25, the L/C Obligations shall continue to be deemed to be held ratably among the Banks, but on the Termination Date applicable to the Loans of any Non-Extending Bank, the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination Date shall be ratably reallocated, to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full extent of the principal amount unused Commitments of all Loans outstanding owing the extending Banks, to such Declining Lender and all interest thereon and all fees and other amounts extending Banks (including, without limitation, any amounts payable pursuant regard to whether the conditions set forth in Section 8.04(c4.3 can then be satisfied)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and Company shall repay the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension Loans of the extending Banks pro rata to the extent necessary to allow the L/C Obligations deemed to be held by such Non-Extending Bank immediately prior to giving effect to such Termination DateDate to be fully reallocated to the extending Banks.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each anniversary of the first two anniversaries of the date hereofRestatement Effective Date, the Borrower may request by written notice made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each the Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank and the Swingline Lender may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that that, (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may beBank or Swingline Lender, and (ii) whether such replacement is appointed found shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, to each of the first two and second anniversaries of the date hereofof this Agreement, the Borrower may request by written notice KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 25 Attachment 3 Page 29 of 115 made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date applicable to each LenderDate. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, the Extension Effective Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have declined consented to extend extending the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b8.07(i). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of shall be extended (solely with respect each Lender that consented to the extension shall be extended extension) to the date that is one year after such Lender’s the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant shall pay to Section 2.06(b) shall have received payment in full the Administrative Agent, for the account of each applicable Declining Lender, the principal amount of all Loans Advances outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

Extension of the Termination Date. (a) Not earlier than 90 days prior toDuring the period from July 1, nor later than 2022 until the date that is 30 days prior to, each of to the first two anniversaries of the date hereofthen-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date specified by that is 30 days after the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to, nor more than 30 days prior to, provides the Extension Effective Date) Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request no more than two an unlimited number of extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender. (c) If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender▇▇▇▇▇▇’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which ▇▇▇▇▇ Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall deliver have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (iA) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extensionextension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (iiiC) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date. (d) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.