Letter of extension dated as of January 12, 2021 for OG&E's credit agreement dated as of March 8, 2017, by and among OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Mizuho Bank, Ltd., MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents

December 11, 2020

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, 2024. OGE has agreed to pay each Lender approving the extension a fee equal to 0.075% 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, 2024 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, 2024. OG&E has agreed to pay each Lender approving the extension a fee equal to 0.075% 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, 2024 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, 2024, and email a PDF copy of this letter to Jeff Henson at Robinson, Bradshaw & Hinson, P.A. (jhenson@robinsonbradshaw.com).

Your response is requested prior to 3:00 p.m. (ET) on January 8, 2021.

Please contact Rally Killian (phone: 704 ###-###-####; email: Rally.Killian@wellsfargo.com) 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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Patrick Engel        

Name:    Patrick Engel

Title:    Managing Director

    

Date:    January 5, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Nancy R. Barwig        

Name:    Nancy R. Barwig

Title:    Executive Director

    

Date:    January 8, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Edward Sacks        

Name:    Edward Sacks

Title:    Authorized Signatory

    

Date:    January 7, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Nietzsche Rodricks        

Name:    Nietzsche Rodricks

Title:    Managing Director

    

Date:    January 8, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Frank Lambrinos        

Name:    Frank Lambrinos

Title:    Authorized Signatory

    

Date:    January 8, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Kevin S. Murphy        

Name:    Kevin S. Murphy

Title:    Vice President

    

Date:    January 4, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Jared Greene            

Name:    Jared Greene

Title:    Assistant Corporate Secretary

    

Date:    January 7, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Ben Cooper            

Name:    Ben Cooper

Title:    Senior Vice President

    

Date:    January 8, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Michael King        

Name:    Michael King

Title:    Authorized Signatory

    

Date:    January 5, 2021

BOKF, NA 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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ J. Richard Hawk        

Name:    J. Richard Hawk

Title:    Sr. Vice President

    

Date:    January 6, 2021

NATIONAL COOPERATIVE SERVICES CORPORATION hereby (select one):

Lender Name

______ CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

___X_ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__N/A_ CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

__N/A_ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

By: /s/ Paula Z. Kramp

Name: Paula Z. Kramp

Title: Assistant Secretary-Treasurer

Date: January 7, 2021

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, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Matt C. Crew        

Name:    Matt C. Crew

Title:    Senior Vice President

    

Date:    January 6, 2021

Lender Name

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2024.

__X___    CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2024.

        

By:    /s/ Shaohui Yang        

Name:    Shaohui Yang

Title:    General Manager

    

Date:    January 8, 2021