AMENDMENT NO. 2 TO CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.5 6 d736825dex105.htm AMENDMENT NO. 2 TO CREDIT AGREEMENT Amendment No. 2 to Credit Agreement

Exhibit 10.5

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of May 30, 2014 by and among Baltimore Gas and Electric Company (the “Borrower”), The Royal Bank of Scotland plc, as administrative agent (the “Administrative Agent”) and the other financial institutions signatory hereto (the “Lenders”).

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of March 23, 2011 and amended as of August 10, 2012 (as further amended, restated, extended, supplemented, modified and otherwise in effect on the date hereof, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and the Lenders party hereto wish to amend the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 of this Amendment, the Credit Agreement shall be amended as follows:

(a) The following definitions are hereby inserted in the appropriate alphabetical locations into Section 1.01:

(i) “Amendment No. 2” shall mean that certain Amendment No. 2 to the Credit Agreement dated as of May 30, 2014.

(ii) “Extending Lender” shall mean Lenders that consent to the request for an extension of the Maturity Date until May 30, 2019 pursuant to Amendment No. 2.

(b) The following definition appearing in Section 1.01 is hereby amended and restated in its entirety as follows:

(i) “Maturity Date” shall mean the earlier to occur of (i) (x) for any Non-Extending Lender, August 10, 2018 or (y) for any Extending Lender which is party to this Amendment, May 30, 2019, or (ii) the date on which such Lender’s Commitment is terminated or reduced to zero in accordance with the terms hereof.


2. Waiver and Consent.

(a) Pursuant to Section 8.09 of the Credit Agreement, the Borrower, the Administrative Agent and the Majority Lenders hereby waive (i) the notice requirements and (ii) the requirement that the extension of the Maturity Date be effective on the Maturity Date, in each case, as set forth in Section 2.10(d) of the Credit Agreement.

(b) Each Lender party hereto hereby agrees to extend the scheduled Maturity Date for its Commitments and Advances to May 30, 2019. Each such Lender is an “Extending Lender”, and each Lender which is not a party hereto is deemed a “Non-Extending Lender”, in each case, for the purposes of the Credit Agreement.

3. Effectiveness. This Amendment shall become effective on the date hereof when and if each of the following conditions is satisfied:

(a) The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Borrower, the Administrative Agent and Lenders constituting Majority Lenders.

(b) Each of the Administrative Agent, the LC Banks and the Lenders shall have received payment of all fees and expenses then due and payable to the Administrative Agent, each LC Bank and the Lenders, respectively, subject to the Borrower receiving, to its satisfaction, an invoice of such amount at least three days prior to the date hereof.

(c) No event has occurred and is continuing or would result from this Amendment that constitutes an Event of Default or Unmatured Default.

(d) The representations and warranties contained in Section 4.01 of the Credit Agreement (other than those set forth in the last sentence of subsection (f) and in subsection (m) thereof) are correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date.

4. Reference to and Effect Upon the Credit Agreement.

(a) Except as expressly amended and supplemented hereby, the Credit Agreement shall remain in full force and effect to the extent in effect immediately prior to this Amendment and is hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Borrower or any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference to the Credit Agreement to “This Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended and supplemented hereby. This Amendment shall constitute a Credit Document.

(c) The provisions set forth in Sections 8.06, 8.14 and 8.17 of the Credit Agreement are hereby incorporated into this Amendment mutatis mutandis.

 

2


5. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of executed counterparts by telecopy, facsimile or electronic transmission shall be effective as an original and shall constitute a representation that an original shall be delivered.

7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

3


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

BALTIMORE GAS AND ELECTRIC COMPANY

/s/ Stacie M. Frank

Stacie M. Frank
Assistant Treasurer

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent

/s/ Tyler J. McCarthy

Tyler J. McCarthy
Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


THE BANK OF NOVA SCOTIA,

as a LC Issuer

/s/ Thane Rattew

Thane Rattew

Managing Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


THE BANK OF NEW YORK MELLON,

as a Lender

/s/ Mark W. Rogers

Mark W. Rogers
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


Canadian Imperial Bank of Commerce, New York Branch,

as a Lender

/s/ Anju Abraham

Anju Abraham
Authorized Signatory

/s/ Robert Casey

Robert Casey
Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


The Huntington National Bank,

as a Lender

/s/ Lori Cummins-Meyer

Lori Cummins-Meyer
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


KeyBank National Association,

as a Lender

/s/ Sherrie I. Manson

Sherrie I. Manson
Senior Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


MANUFACTURERS AND TRADERS TRUST COMPANY,

as a Lender

/s/ Ramal L. Moreland

Ramal L. Moreland
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


Mizuho Bank, Ltd.,

as a Lender

/s/ Leon Mo

Leon Mo
Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


MORGAN STANLEY BANK, N.A.,

as a Lender

/s/ Michael King

Michael King
Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


PNC Bank, National Association,

as a Lender

/s/ Jon R. Hinard

Jon R. Hinard
Senior Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


ROYAL BANK OF CANADA,

as a Lender

/s/ Rahul D. Shah

Rahul D. Shah
Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

/s/ Shuji Yabe

Shuji Yabe
Managing Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


TD Bank, N.A.,

as a Lender

/s/ David Perlman

David Perlman
Senior Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


U.S. BANK NATIONAL ASSOCIATION,

as a Lender

/s/ Eric J. Cosgrove

Eric J. Cosgrove
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


Wells Fargo Bank, N.A.

as a Lender

/s/ Shawn Young

Shawn Young
Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

/s/ Tyler J. McCarthy

Tyler J. McCarthy
Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


The Northern Trust Company,

as a Lender

/s/ Keith Burson

Keith Burson
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


JPMORGAN CHASE BANK, N.A.,

as a Lender

/s/ Juan Javellana

Juan Javellana
Executive Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


GOLDMAN SACHS BANK USA,

as a Lender

/s/ Mark Walton

Mark Walton
Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

/s/ Michael Spaight

Michael Spaight
Authorized Signatory

/s/ Tyler R. Smith

Tyler R. Smith

Authorized Signatory

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


 

Credit Agricole Corporate & Investment Bank,

as a Lender

/s/ Darrell Stanley
Darrell Stanley
Managing Director
/s/ Michael Willis
Michael Willis
Managing Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


 

Citibank, N.A.,

as a Lender

/s/ Amit Vasani
Amit Vasani
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


BNP PARIBAS,

as a Lender

/s/ Denis O’Meara
Denis O’Meara
Managing Director
/s/ Theodore Sheen
Theodore Sheen
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


BARCLAYS BANK PLC,

as a Lender

/s/ Vanessa Kurbatskiy
Vanessa Kurbatskiy
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

as a Lender

/s/ Chi-Cheng Chen
Chi-Cheng Chen
Director

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company


Bank of America, N.A.,

as a Lender

/s/ William Merritt
William Merritt
Vice President

Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company