COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement)
Exhibit 10(f)-4
COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
(Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement)
(Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement)
This COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”) dated as of January 26, 2018, is entered into by and among PPL CAPITAL FUNDING, INC., a Delaware corporation (“Borrower”), PPL Corporation, a Pennsylvania corporation (“Guarantor”), the undersigned Lenders (as defined in the Credit Agreement) extending their Commitments (as defined in the Credit Agreement) (collectively, the “Extending Lenders”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and Issuing Lender. Capitalized terms used and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
RECITALS
A. Borrower, Guarantor, the Extending Lenders, the Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent are parties to that certain Revolving Credit Agreement dated as of July 28, 2014 (as amended, restated, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended hereby, the “Credit Agreement”).
B. The Borrower desires to amend the Existing Credit Agreement (i) to change the existing Termination Date, effective as of the Extension Date (as defined below), from January 27, 2022 to January 26, 2023 and (ii) to amend the definition of “Change of Control” in Section 1.01 of the Existing Credit Agreement, and the Lenders party hereto agree to such amendments. Pursuant to Section 2.08(d) of the Credit Agreement, Borrower has requested an extension of the Termination Date (the “Commitment Extension”) of the Commitments from January 27, 2022 to January 26, 2023, effective on the date hereof (the “Extension Date”), provided that the Administrative Agent determines that the conditions specified in or pursuant to Section 2 of this Agreement have been satisfied.
C. Each of the undersigned Extending Lenders has agreed to extend its Commitment in accordance with Schedule I hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Extension of Commitments. Effective as of the Extension Date, the Termination Date of the Commitment of each Extending Lender identified on Schedule I shall be extended to January 26, 2023, which, for purposes of Section 2.08(d)(ii) of the Credit Agreement, shall be the “Current Termination Date.”
2. Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date:
1) | Administrative Agent shall have received: |
a) | counterparts of this Agreement, executed by Borrower, Guarantor and each Extending Lender; |
b) | an Extension Letter; |
c) | a certificate of the Borrower dated the Extension Date and signed by an Authorized Officer of the Borrower, certifying that: |
i) | on such date, no Default under the Credit Agreement has occurred and is continuing; |
ii) | the representations and warranties of the Borrower contained in the Credit Agreement are true and correct as of the Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date |
and except for the representations and warranties in Section 5.04(c), Section 5.05, Section 5.13 and Section 5.14(a) of the Credit Agreement; and
iii) | no authorization, consent or approval of any Governmental Authority is required to be obtained by the Borrower to authorize the Commitment Extension. |
d) | a certificate of the Guarantor dated the Extension Date signed by an Authorized Officer of the Guarantor, certifying that: |
i) | on such date, no Default under the Credit Agreement has occurred and is continuing; |
ii) | the representations and warranties of the Guarantor contained in the Credit Agreement are true and correct as of the Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date and except for the representations and warranties in Section 5.04(c), Section 5.05, Section 5.13 and Section 5.14(a) of the Credit Agreement; and |
iii) | no authorization, consent or approval of any Governmental Authority is required to be obtained by the Guarantor to authorize the Commitment Extension. |
e) | Opinions of (i) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to each of the Loan Parties, and (ii) in-house counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent. |
2) | Borrower shall have paid all fees and expenses that are required to be paid as of the date set forth in that certain fee letter dated December 15, 2017, between the Borrower and ▇▇▇▇▇ Fargo Securities, LLC; |
3) | Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date. |
3. Termination Date Amendment. Upon execution of this Agreement by the requisite Lenders under Section 9.05 of the Existing Credit Agreement, with effect from and including the Extension Date, Section 1.01 of the Existing Credit Agreement is amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:
““Termination Date” means the earlier to occur of (i) January 26, 2023 and (ii) the date upon which all Commitments shall have been terminated in their entirety in accordance with this Agreement.”
4. Change of Control Amendment. Upon execution of this Agreement by the requisite Lenders under Section 9.05 of the Existing Credit Agreement, with effect from and including the Extension Date, Section 1.01 of the Existing Credit Agreement is amended by amending the definition of “Change of Control” by inserting “,directly or indirectly,” immediately prior to “80% or more of the outstanding shares of the Voting Stock in the Borrower.” in clause (ii) thereof.
5. Miscellaneous.
(a) (i) Headings and captions may not be construed in interpreting provisions; (ii) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (iii) this Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.
(b) Upon and after the execution of this Agreement by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document.
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6. FULL FORCE AND EFFECT; RATIFICATION; ENTIRE AGREEMENT. EXCEPT AS EXPRESSLY MODIFIED HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE EXISTING CREDIT AGREEMENT ARE UNCHANGED AND REMAIN IN FULL FORCE AND EFFECT, AND, AS MODIFIED HEREBY, THE BORROWER AND THE GUARANTOR CONFIRM AND RATIFY ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE EXISTING CREDIT AGREEMENT. THIS AGREEMENT SHALL CONSTITUTE A LOAN DOCUMENT FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AGREEMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER OR THE ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR, EXCEPT AS EXPRESSLY APPROVED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
PPL CAPITAL FUNDING, INC. a Delaware corporation | ||
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: | Vice President and Treasurer | |
PPL CORPORATION a Pennsylvania corporation | ||
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: | Vice President and Treasurer | |
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and Issuing Lender | ||
By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: | Managing Director | |
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: | Managing Director | |
BANK OF AMERICA N.A. as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: | Vice President | |
JPMORGAN CHASE BANK, N.A. as an Extending Lender | ||
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: | Executive Director | |
BARCLAYS BANK PLC as an Extending Lender | ||
By: | /s/ Sydney ▇. ▇▇▇▇▇▇ | |
Name: | Sydney ▇. ▇▇▇▇▇▇ | |
Title: | Director | |
CITIBANK, N.A. as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: | Vice President | |
MIZUHO BANK, LTD. as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | Authorized Signatory | |
THE BANK OF NOVA SCOTIA as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | Director | |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as an Extending Lender | ||
By: | /s/ Chi-▇▇▇▇▇ ▇▇▇▇ | |
Name: | Chi-▇▇▇▇▇ ▇▇▇▇ | |
Title: | Director | |
BNP PARIBAS as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Managing Director | |
By: | /s/ ▇▇▇▇▇▇▇▇ Sheen | |
Name: | ▇▇▇▇▇▇▇▇ Sheen | |
Title: | Director | |
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: | Authorized Signatory | |
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Authorized Signatory | |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
Title: | Authorized Signatory | |
By: | /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Authorized Signatory | |
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | Authorized Signatory | |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A. as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ | |
Title: | Authorized Signatory | |
ROYAL BANK OF CANADA as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: | Authorized Signatory | |
SUNTRUST BANK as an Extending Lender | ||
By: | /s/ Arize Agumadu | |
Name: | Arize Agumadu | |
Title: | Vice President | |
UBS AG, STAMFORD BRANCH as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Associate Director Banking Product Services, US | |
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | Director | |
U.S. BANK NATIONAL ASSOCIATION as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇▇ | |
Title: | Vice President | |
THE BANK OF NEW YORK MELLON as an Extending Lender | ||
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Title: | Vice President | |
PNC BANK, NATIONAL ASSOCIATION as an Extending Lender | ||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Title: | Managing Director | |
SCHEDULE I
COMMITMENTS AND APPLICABLE PERCENTAGES OF EXTENDING LENDERS
LENDERS | COMMITMENT | PERCENTAGE | ||
▇▇▇▇▇ Fargo Bank, National Association | $61,750,000 | 6.5% | ||
Bank of America, N.A. | 61,750,000 | 6.5% | ||
JPMorgan Chase Bank, N.A. | 61,750,000 | 6.5% | ||
Barclays Bank PLC | 61,750,000 | 6.5% | ||
Citibank, N.A. | 61,750,000 | 6.5% | ||
Mizuho Bank, Ltd. | 61,750,000 | 6.5% | ||
The Bank of Nova Scotia | 47,500,000 | 5.0% | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 47,500,000 | 5.0% | ||
BNP Paribas | 47,500,000 | 5.0% | ||
Canadian Imperial Bank of Commerce | 47,500,000 | 5.0% | ||
Credit Suisse AG, Cayman Islands Branch | 47,500,000 | 5.0% | ||
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | 47,500,000 | 5.0% | ||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. | 47,500,000 | 5.0% | ||
Royal Bank of Canada | 47,500,000 | 5.0% | ||
Suntrust Bank | 47,500,000 | 5.0% | ||
UBS AG, Stamford Branch | 47,500,000 | 5.0% | ||
U.S. Bank National Association | 47,500,000 | 5.0% | ||
The Bank of New York Mellon | 28,500,000 | 3.0% | ||
PNC Bank, National Association | 28,500,000 | 3.0% | ||
Total | $950,000,000 | 100% | ||