EXTENSION AGREEMENT October 3, 2016

EX-10.(A) 2 d255108dex10a.htm EX-10.(A) EX-10.(A)

Exhibit 10(A)

Execution Version

EXTENSION AGREEMENT

October 3, 2016

JPMorgan Chase Bank, N.A., as the Agent

under the Credit Agreement referred to below

JPMorgan Chase Bank, N.A.

500 Stanton Christiana Road, 3/Ops2

Newark, Delaware 19713

Attention: Michelle Carey, Wholesale Loan Operations

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 27th Floor

New York, New York 10179

Attention: Vivian Lee, Investment Grade Finance

Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Revolving Credit Agreement, dated as of October 11, 2011 (as supplemented by the Joinder Agreement, dated as of May 15, 2012, as extended by the Extension Agreement, dated as of October 2, 2015 and as amended, modified, further extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), among Oncor Electric Delivery Company LLC, as the Borrower, the banks and other financial institutions party thereto as Lenders, JPMorgan Chase Bank, N.A., as the Agent, the Swingline Lender and a Fronting Bank, and the other Fronting Banks party thereto, and (ii) the Borrower’s request, dated August 30, 2016 (the “Extension Request”), for (A) an extension of the Commitment Termination Date to October 11, 2018, and (B) the related extensions of the Swingline Termination Date and the Fronting Bank Termination Date, in each case, to the date that is three Business Days before October 11, 2018 (such extensions, collectively, the “Extension”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

In response to the Extension Request, (i) each undersigned Lender agrees to extend its Commitment Termination Date to October 11, 2018, and (ii) the Swingline Lender and each undersigned Fronting Bank agrees to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, to the date that is three Business Days before October 11, 2018, the Extension to be effective on October 3, 2016 (the “Extension Date”).


This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. Except as specifically provided above, (i) the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto, and (ii) the execution and delivery of this Extension Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Credit Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Credit Documents. This Extension Agreement constitutes a Credit Document and is subject to the provisions of Sections 8.05, 8.15, 8.18, 8.19 and 8.21 of the Credit Agreement, each of which is incorporated herein by reference, mutatis mutandis. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature pages follow]

 

Extension Agreement (Oncor)


THE BANK OF NEW YORK MELLON
By:  

/s/ Hussam S. Alsahlani

  Name:   Hussam S. Alsahlani
  Title:   Vice President

 

Extension Agreement (Oncor)


Barclays Bank PLC
By:  

/s/ Christopher M. Aitkin

  Name:   Christopher M. Aitkin
  Title:   Assistant Vice President

 

Extension Agreement (Oncor)


BOKF, NA dba Bank of Texas
By:  

/s/ Matthew Renna

  Name:   Matthew Renna
  Title:   Vice President

 

Extension Agreement (Oncor)


CIBC Inc.
By:  

/s/ Anju Abraham

  Name:   Anju Abraham
  Title:   Authorized Signatory
By:  

/s/ Gordon R. Eadon

  Name:   Gordon R. Eadon
  Title:   Authorized Signatory

 

Extension Agreement (Oncor)


Citibank, N.A.
By:  

/s/ Richard Rivera

  Name:   Richard Rivera
  Title:   Vice President

 

Extension Agreement (Oncor)


Comerica Bank
By:  

/s/ Kyle J. Weiss

  Name:   Kyle J. Weiss
  Title:   Vice President

 

Extension Agreement (Oncor)


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:  

/s/ Robert Hetu

  Name:   Robert Hetu
  Title:   Authorized Signatory
By:  

/s/ Lorenz Meier

  Name:   Lorenz Meier
  Title:   Authorized Signatory

 

Extension Agreement (Oncor)


MIZUHO BANK, LTD.
By:  

/s/ Nelson Chang

  Name:   Nelson Chang
  Title:   Authorized Signatory

 

Extension Agreement (Oncor)


MUFG UNION BANK, N.A.
By:  

/s/ Eric Otieno

  Name:   Eric Otieno
  Title:   Vice President

 

Extension Agreement (Oncor)


THE NORTHERN TRUST COMPANY
By:  

/s/ Wicks Barkhausen

  Name:   Wicks Barkhausen
  Title:   Vice President

 

Extension Agreement (Oncor)


PNC Bank, National Association
By:  

/s/ Jon R. Hinard

  Name:   Jon R Hinard
  Title:   Managing Director

 

Extension Agreement (Oncor)


ROYAL BANK OF CANADA
By:  

/s/ Frank Lambrinos

  Name:   Frank Lambrinos
  Title:   Authorized Signatory

 

Extension Agreement (Oncor)


Sumitomo Mitsui Banking Corporation,
By:  

/s/ James D. Weinstein

  Name:   James D. Weinstein
  Title:   Managing Director

 

Extension Agreement (Oncor)


The Toronto-Dominion Bank, New York Branch
By:  

/s/ Annie Dorval

  Name:   Annie Dorval
  Title:   Authorized Signatory

 

Extension Agreement (Oncor)


U.S. BANK NATIONAL ASSOCIATION
By:  

/s/ Eric J. Cosgrove

  Name:   Eric J. Cosgrove
  Title:   Senior Vice President

 

Extension Agreement (Oncor)


Wells Fargo Bank, National Association
By:  

/s/ Keith Luettel

  Name:   Keith Luettel
  Title:   Director

 

Extension Agreement (Oncor)


AGREED AND ACCEPTED:
ONCOR ELECTRIC DELIVERY COMPANY LLC
By:  

/s/ John M. Casey

  John M. Casey
  Vice President and Treasurer

 

Extension Agreement (Oncor)


JPMORGAN CHASE BANK, N.A.,
as Agent, Swingline Lender, a Fronting Bank and a Lender
By:  

/s/ Juan J. Javellana

  Name:   Juan J. Javellana
  Title:   Executive Director

 

Extension Agreement (Oncor)