Letter of extension dated as of March 9, 2018 for the Company's and OG&E's credit agreements dated as of March 8, 2017, by and among Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Syndication Agent, Mizuho Bank, Ltd., MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents, the Lenders thereto, and the Company and OG&E, for their respective credit facility
EX-10.01 2 q12018oge10-qxex1001.htm EXHIBIT 10.01 Exhibit
Memorandum
Robinson, Bradshaw & Hinson, P.A.
robinsonbradshaw.com
101 N. Tryon St., Ste. 1900, Charlotte, NC 28246
704 ###-###-####
TO: | OGE Energy Corp./Oklahoma Gas and Electric Company Lenders |
FROM: | Kader Crawford |
DATE: | March 9, 2018 |
RE: | 2018 One-Year Extension |
On behalf of Wells Fargo Bank, National Association, as administrative agent, I am pleased to inform you that all documentary conditions precedent to the effectiveness of the request of OGE Energy Corp. (“OGE”) and Oklahoma Gas and Electric Company (“OG&E”) to extend the Revolving Credit Termination Date of their respective Credit Agreements for an additional one-year period have been satisfied. The Revolving Credit Termination Date of the Credit Agreement for both OGE and OG&E is now March 8, 2023. The executed copy of the 2018 Extension Agreement for the OGE Credit Agreement and the OG&E Credit Agreement has been posted.
February 21, 2018
To: OGE Energy Corp./Oklahoma Gas and Electric Company Bank
Group
From: Wells Fargo Bank, National Association, as Administrative Agent
Re: (i) OGE Energy Corp. (“OGE”) $450 Million Credit Agreement dated as of March 8, 2017
(the “OGE Credit Agreement”) and (ii) Oklahoma Gas and Electric Company (“OG&E”)
$450 Million Credit Agreement dated as of March 8, 2017 (the “OG&E Credit Agreement”
and together with the OGE Credit Agreement, the “Credit Agreements”)
Reference is hereby made to the Credit Agreements described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreements.
Pursuant to Section 2.21 of the OGE Credit Agreement, OGE has requested that the Revolving Credit Termination Date be extended for an additional one year until March 8, 2023. OGE has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until March 8, 2023 becomes effective.
Pursuant to Section 2.21 of the OG&E Credit Agreement, OG&E has requested that the Revolving Credit Termination Date be extended for an additional one year until March 8, 2023. OG&E has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until March 8, 2023 becomes effective.
Please insert your institution’s name and indicate on the following page whether you consent to the requested extension of the Revolving Credit Termination Date for each of the OGE Credit Agreement and the OG&E Credit Agreement until March 8, 2023, and email a PDF copy of this letter to Kader Crawford at Robinson, Bradshaw & Hinson, P.A. ( ***@***).
Your response is requested prior to 3:00 p.m. (ET) on March 7, 2018.
Please contact Chase Alexander (phone: 704 ###-###-####; email: ***@***) if you have any questions.
Thank you for your attention to this matter.
Wells Fargo Bank, National Association hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Patrick Engel |
Name: | Patrick Engel |
Title: | Managing Director |
Date: | March 2, 2018 |
JPMorgan Chase Bank, N.A. hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Justin Martin |
Name: | Justin Martin |
Title: | Authorized Officer |
Date: | March 7, 2018 |
MIZUHO BANK, LTD., hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Nelson Y. Chang |
Name: | Nelson Y. Chang |
Title: | Authorized Signatory |
Date: | March 2, 2018 |
MUFG Union Bank, N.A. hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Cherese Joseph |
Name: | Cherese Joseph |
Title: | Vice President |
Date: | March 7th, 2018 |
ROYAL BANK OF CANADA hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Rahul D. Shah |
Name: | Rahul D. Shah |
Title: | Authorized Signatory |
Date: | March 2, 2018 |
U.S. BANK NATIONAL ASSOCIATION hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ James O'Shaughnessy |
Name: | James O'Shaughnessy |
Title: | Vice President |
Date: | March 5, 2018 |
CoBank, ACB hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ C. Brock Taylor |
Name: | C. Brock Taylor |
Title: | Vice President |
Date: | March 5, 2018 |
KeyBank National Association hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Benjamin C. Cooper |
Name: | Benjamin C. Cooper |
Title: | Vice President |
Date: | March 6, 2018 |
MORGAN STANLEY BANK, N.A. hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Michael King |
Name: | Michael King |
Title: | Authorized Signatory |
Date: | March 7th, 2018 |
BOKF, N.A. dba Bank of Oklahoma hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ J. Richard Hawk |
Name: | J. Richard Hawk |
Title: | Sr. Vice President |
Date: | March 7, 2018 |
National Cooperative Services Corporation (NCSC) hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
By: | /s/ Ann Shankroff |
Name: | Ann Shankroff |
Title: | Assistant Secretary Treasurer |
Date: | March 8, 2018 |
BancFirst hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Matt Crew |
Name: | Matt Crew |
Title: | Senior Vice President |
Date: | March 8, 2018 |
Bank of Communications Co., Ltd., New York Branch hereby (select one):
Lender Name
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.
___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.
By: | /s/ Kerong Niu |
Name: | Kerong Niu |
Title: | General Manager |
Date: | March 6, 2018 |
