NEXTERA ENERGY OPERATING PARTNERS, LP
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
700 Universe Boulevard
Juno Beach, Florida 33408
LETTER AMENDMENT AGREEMENT AND
REQUEST FOR EXTENSION
Dated as of February 8, 2023
Bank of America, N.A.
as Administrative Agent and Collateral Agent
Bank of America Corporate Center
NC1-007-17-18
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Jerry Wells
Re: Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among NextEra Energy US Partners Holdings, LLC (the “Borrower”), NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) (the “Credit Agreement”).
Ladies and Gentlemen:
This letter amendment agreement and request for extension (this “Amendment”) confirms that the Loan Parties, Agents and the Lenders have agreed to amend the Credit Agreement as hereinafter specified. Any capitalized terms appearing but not otherwise defined in this Amendment shall have the meanings specified for those terms in the Credit Agreement.
A. Amendment. The Credit Agreement is hereby amended, effective as of December 31, 2022, to replace Annex A to Exhibit G (form of Compliance Certificate) with Annex A to this Amendment:
B. Request for Extension.
(a) Pursuant to the provisions of Section 2.11(a) of the Credit Agreement, each of the Loan Parties hereby requests that each Lender, effective as of February 8, 2023, extend its respective Commitment Termination Date to February 8, 2028.
(b) The Loan Parties, Agent and the Lenders hereby acknowledge and agree that, for the purposes of this particular request for extension only, the Consent Date shall be January 13, 2023, and this Amendment shall constitute Notice provided to Agent in accordance with Section 2.11(a) of the Credit Agreement.
Each Lender so indicating on its signature page to this Amendment agrees to extend the Commitment Termination Date with respect to its Commitment to February 8, 2028 or to such other date specified on its signature page to this Amendment (its “Extension Acceptance”). By execution of its Extension Acceptance, each Extending Lender agrees to waive the requirements of Section 2.11(a) solely to the extent that such Section requires notices to be received and delivered within specified times. This agreement to extend the Commitment Termination Date is subject in all respects to the terms of the Credit Agreement and is irrevocable.
(c) Notwithstanding any provision hereof, of the Credit Agreement or any other Loan Document to the contrary, any Lender that is presently a party to the Credit Agreement or, subsequent to the date hereof, becomes a Lender under the Credit Agreement by virtue of an assignment from another Lender, may, by written notice to Agent elect to extend the Commitment Termination Date with respect to its Commitment to a February 8th later than such current Commitment Termination Date, but not later than February 8, 2028. In such event, Agent shall be authorized and directed to make the necessary updates to the Register.
C. Effect on Original Terms. Each of the Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Credit Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.
D. Amendment Effective Date. Section A of this Amendment shall become effective as of December 31, 2022 (provided that each of the Loan Parties, the Agent and the Majority Lenders have executed and delivered this Amendment on or prior to February 8, 2023). On and after the effectiveness of Section A of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment shall be deemed to constitute a Loan Document.
E. Extension Effective Date. Section B of this Amendment shall become effective as of February 8, 2023 (provided that (i) on or prior to such date, (A) the Borrower and Agent have executed this Amendment, and (B) Lenders having Commitments equal to more than 50% of the Commitments outstanding immediately prior to such date have executed and delivered their respective Extension Acceptances and (ii) the Borrower shall have delivered the certificate described in Section 2.11(b) of the Credit Agreement on such date).
F. Execution and Delivery. This Amendment may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by emailed pdf file or other
electronic means shall be effective as delivery of a manually-executed counterpart signature page.
G. Headings. The division into sections and other subdivisions of this Amendment and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amendment. Words in the singular include the plural and vice versa and words in one gender include all genders.
H. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signatures appear on following pages]
By signing this Amendment where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Amendment to the Credit Agreement as set forth above.
NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor
By: NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner
By: PAUL I. CUTLER
Name: Paul I. Cutler
Title: Treasurer
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower
By: PAUL I. CUTLER
Name: Paul I. Cutler
Title: Treasurer
BANK OF AMERICA, N.A., as the Agent
By: RONALDO NAVAL
Name: Ronaldo Naval
Title: Vice President
Consent to the forgoing Amendment:
Bank of America, N.A.
Type or Print Name of Lender
By: JACQUELINE G. MARGETIS
Name: Jacqueline G. Margetis
Title: Director
Consent to extend its Commitment Termination Date:
Bank of America, N.A.
Type or Print Name of Lender
By: JACQUELINE G. MARGETIS
Name: Jacqueline G. Margetis
Title: Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Bank of Montreal,
By: MICHAEL CUMMINGS
Name: Michael Cummings
Title: Managing Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
Bank of Montreal,
By: MICHAEL CUMMINGS
Name: Michael Cummings
Title: Managing Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
BARCLAYS BANK PLC
By: SYDNEY G. DENNIS
Name: Sydney G. Dennis
Title: Director
Consent to extend its Commitment Termination Date:
BARCLAYS BANK PLC
By: SYDNEY G. DENNIS
Name: Sydney G. Dennis
Title: Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
BNP PARIBAS
Type or Print Name of Lender
By: FRANCIS DELANEY
Name: Francis Delaney
Title: Managing Director
By: VICTOR PADILLA
Name: Victor Padilla
Title: Vice President
Consent to extend its Commitment Termination Date:
BNP PARIBAS
Type or Print Name of Lender
By: FRANCIS DELANEY
Name: Francis Delaney
Title: Managing Director
By: VICTOR PADILLA
Name: Victor Padilla
Title: Vice President
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
CITIBANK, N.A.
By: RICHARD RIVERA
Name: Richard Rivera
Title: Vice President
Consent to extend its Commitment Termination Date:
CITIBANK, N.A.
By: RICHARD RIVERA
Name: Richard Rivera
Title: Vice President
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Credit Agricole Corporate and Investment Bank
By: JULIEN TIZORIN
Name: Julien Tizorin
Title: Managing Director
By: MICHAEL WILLIS
Name: Michael Willis
Title: Managing Director
Consent to extend its Commitment Termination Date:
Credit Agricole Corporate and Investment Bank
By: JULIEN TIZORIN
Name: Julien Tizorin
Title: Managing Director
By: MICHAEL WILLIS
Name: Michael Willis
Title: Managing Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
CREDIT SUISSE AG, NEW YORK BRANCH
Type or Print Name of Lender
By: DOREEN BARR
Name: Doreen Barr
Title: Authorized Signatory
By: MICHAEL DIEFFENBACHER
Name: Michael Dieffenbacher
Title: Authorized Signatory
Consent to extend its Commitment Termination Date:
CREDIT SUISSE AG, NEW YORK BRANCH
Type or Print Name of Lender
By: DOREEN BARR
Name: Doreen Barr
Title: Authorized Signatory
By: MICHAEL DIEFFENBACHER
Name: Michael Dieffenbacher
Title: Authorized Signatory
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Fifth Third Bank, National Association
Type or Print Name of Lender
By: JONATHAN H. LEE
Name: Jonathan H. Lee
Title: Managing Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
Fifth Third Bank, National Association
Type or Print Name of Lender
By: JONATHAN H. LEE
Name: Jonathan H. Lee
Title: Managing Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
GOLDMAN SACHS BANK USA
Type or Print Name of Lender
By: ANDREW B. VERNON
Name: Andrew Vernon
Title: Authorized Signatory
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
GOLDMAN SACHS BANK USA
Type or Print Name of Lender
By: ANDREW B. VERNON
Name: Andrew Vernon
Title: Authorized Signatory
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
HSBC BANK USA, NATIONAL ASSOCIATION
Type or Print Name of Lender
By: JESSIE SMITH
Name: Jessie Smith
Title: Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
HSBC BANK USA, NATIONAL ASSOCIATION
Type or Print Name of Lender
By: JESSIE SMITH
Name: Jessie Smith
Title: Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
______________________________________________
JPMORGAN CHASE BANK, N.A.,
By: ARINA MAVILIAN
Name: Arina Mavilian
Title: Executive Director
Consent to extend its Commitment Termination Date:
______________________________________________
JPMORGAN CHASE BANK, N.A.,
By: ARINA MAVILIAN
Name: Arina Mavilian
Title: Executive Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
KEYBANK NATIONAL ASSOCIATION
Type or Print Name of Lender
By: SUKANYA V. RAJ
Name: Sukanya V. Raj
Title: Senior Vice President
Consent to extend its Commitment Termination Date:
KEYBANK NATIONAL ASSOCIATION
Type or Print Name of Lender
By: SUKANYA V. RAJ
Name: Sukanya V. Raj
Title: Senior Vice President
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Mizuho Bank, Ltd.
By: EDWARD SACKS
Name: Edward Sacks
Title: Authorized Signatory
Consent to extend its Commitment Termination Date:
Mizuho Bank, Ltd.
By: EDWARD SACKS
Name: Edward Sacks
Title: Authorized Signatory
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
MORGAN STANLEY BANK, N.A.
By: MICHAEL KING
Name: Michael King
Title: Authorized Signatory
Consent to extend its Commitment Termination Date:
MORGAN STANLEY BANK, N.A.
By: MICHAEL KING
Name: Michael King
Title: Authorized Signatory
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
MUFG Bank, Ltd.
Type or Print Name of Lender
By: RICKY VARGAS
Name: Ricky Vargas
Title: Vice President
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
MUFG Bank, Ltd.
Type or Print Name of Lender
By: RICKY VARGAS
Name: Ricky Vargas
Title: Vice President
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Regions Bank
Type or Print Name of Lender
By: MICHAEL KENTFIELD
Name: Michael Kentfield
Title: Vice President
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
Regions Bank
Type or Print Name of Lender
By: MICHAEL KENTFIELD
Name: Michael Kentfield
Title: Vice President
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
ROYAL BANK OF CANADA
By: MEG DONNELLY
Name: Meg Donnelly
Title: Authorized Signatory
Consent to extend its Commitment Termination Date:
ROYAL BANK OF CANADA
By: MEG DONNELLY
Name: Meg Donnelly
Title: Authorized Signatory
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
DocuSign Envelope ID: B2B1C789-4B1C-44B2-9ED4-831D4F95E084
Consent to the forgoing Amendment:
SOCIÉTÉ GÉNÉRALE
Type or Print Name of Lender
DocuSigned by:
By: RICHARD BERNAL
Name: Richard Bernal
Title: Managing Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
SOCIÉTÉ GÉNÉRALE
Type or Print Name of Lender
DocuSigned by:
By: RICHARD BERNAL
Name: Richard Bernal
Title: Managing Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Sumitomo Mitsui Banking Corporation
Type or Print Name of Lender
By: ALKESH NANAVATY
Name: Alkesh Nanavaty
Title: Executive Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
Sumitomo Mitsui Banking Corporation
Type or Print Name of Lender
By: ALKESH NANAVATY
Name: Alkesh Nanavaty
Title: Executive Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
TRUIST BANK, as a Lender
By: CATHERINE STRICKLAND
Name: Catherine Strickland
Title: Vice President
Consent to extend its Commitment Termination Date:
TRUIST BANK, as a Lender
By: CATHERINE STRICKLAND
Name: Catherine Strickland
Title: Vice President
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
The Bank of Nova Scotia
Type or Print Name of Lender
By: DAVID DEWAR
Name: David Dewar
Title: Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
The Bank of Nova Scotia
Type or Print Name of Lender
By: DAVID DEWAR
Name: David Dewar
Title: Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Wells Fargo Bank, N.A.
Type or Print Name of Lender
By: SHANNON CUNNINGHAM
Name: Shannon Cunningham
Title: Director
Consent to extend its Commitment Termination Date:
Wells Fargo Bank, N.A.
Type or Print Name of Lender
By: SHANNON CUNNINGHAM
Name: Shannon Cunningham
Title: Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Confidential
Consent to the forgoing Amendment:
BANCO SANTANDER, S.A., NEW YORK BRANCH
By: ANDRES BARBOSA
Name: Andres Barbosa
Title: Managing Director
By: ARTURO PRIETO
Name: Arturo Prieto
Title: Managing Director
Consent to extend its Commitment Termination Date:
BANCO SANTANDER, S.A., NEW YORK BRANCH
By: ANDRES BARBOSA
Name: Andres Barbosa
Title: Managing Director
By: ARTURO PRIETO
Name: Arturo Prieto
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Canadian Imperial Bank of Commerce, New York Branch
Lender
By: AMIT VASANI
Name: Amit Vasani
Title: Managing Director
By: ANJU ABRAHAM
Name: Anju Abraham
Title: Executive Director
Consent to extend its Commitment Termination Date:
Canadian Imperial Bank of Commerce, New York Branch
Lender
By: AMIT VASANI
Name: Amit Vasani
Title: Managing Director
By: ANJU ABRAHAM
Name: Anju Abraham
Title: Executive Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
Commerzbank AG, New York Branch
By: JAMES BOYLE
Name: James Boyle
Title: Managing Director
By: MATHEW WARD
Name: Mathew Ward
Title: Managing Director
Consent to extend its Commitment Termination Date:
Commerzbank AG, New York Branch
By: JAMES BOYLE
Name: James Boyle
Title: Managing Director
By: MATHEW WARD
Name: Mathew Ward
Title: Managing Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
INTESA SANPAOLO S.p.A., New York Branch
By: JAVIER RICHARD COOK
Name: Javier Richard Cook
Title: Managing Director
By: JENNIFER FELDMAN FACCIOLA
Name: Jennifer Feldman Facciola
Title: Business Director
Consent to extend its Commitment Termination Date:
INTESA SANPAOLO S.p.A., New York Branch
By: JAVIER RICHARD COOK
Name: Javier Richard Cook
Title: Managing Director
By: JENNIFER FELDMAN FACCIOLA
Name: Jennifer Feldman Facciola
Title: Business Director
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
National Australia Bank Limited
Type or Print Name of Lender
By: ELI DAVIS
Name: Eli Davis
Title: Executive Director
By:
Name:
Title:
Consent to extend its Commitment Termination Date:
National Australia Bank Limited
Type or Print Name of Lender
By: ELI DAVIS
Name: Eli Davis
Title: Executive Director
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
The Toronto-Dominion Bank, New York Branch
By: VIJAY PRASAD
Name: Vijay Prasad
Title: Authorized Signatory
Consent to extend its Commitment Termination Date:
The Toronto-Dominion Bank, New York Branch
By: VIJAY PRASAD
Name: Vijay Prasad
Title: Authorized Signatory
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Internal
Consent to the forgoing Amendment:
DNB Capital LLC
Type or Print Name of Lender
By: EINAR GULSTAD
Name: Einar Gulstad, SVP
Title:
By: ANDREA L OZBOLT
Name: Andrea L Ozbolt
Title: SVP
Consent to extend its Commitment Termination Date:
Type or Print Name of Lender
By: EINAR GULSTAD
Name: Einar Gulstad, SVP
Title:
By: ANDREA L OZBOLT
Name: Andrea L Ozbolt
Title: SVP
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
Consent to the forgoing Amendment:
DEUTSCHE BANK AG NEW YORK BRANCH
Type or Print Name of Lender
By: MING K. CHU
Name: Ming K. Chu ming.k.chu@db.com
Title: Director +1-212-250-5451
By: ANNIE CHUNG
Name: Annie Chung annie.chung@db.com
Title: Director +1-212-250-6375
Consent to extend its Commitment Termination Date:
Type or Print Name of Lender
By:
Name:
Title:
By:
Name:
Title:
[Signature Page to NEP Letter Amendment Agreement and Request For Extension]
ANNEX A to AMENDMENT
Form of Annex A to Compliance Certificate
See attached.
Annex A
| | | | | | | | | | | | | | | | | |
| Financial Covenant | Minimum Requirement | Calculation | Result for the most recently completed Measurement Period (___/___/20___) |
| OpCo | | | |
Interest Coverage Ratio | Greater than 1.75 to 1.0 | Distributions: | | In compliance: | |
| Interest: | | | |
| | | | | |
| Leverage Ratio | Lower than 5.5 to 1.0 | Debt*: | | In compliance: | |
| Distributions: | | | |
| | | | | |
| Borrower | | | |
Interest Coverage Ratio | Greater than 1.75 to 1.0 | Distributions: | | In compliance: | |
| Interest: | | | |
| | | | | |
| Leverage Ratio | Lower than 5.5 to 1.0 | Debt**: | | In compliance: | |
| Distributions: | | | |
* OpCo Debt excludes $________ of Equity-Preferred Securities, of which $__________ is subordinated debt
** Borrower Debt excludes $________ of Equity-Preferred Securities, of which $__________ is subordinated debt
For the purposes of the foregoing, Covenant Cash Flow for the Measurement Period for which this Certificate is provided is adjusted for the Pro Forma Effect of Covenant Cash Flow attributable to the following Qualifying Project[s], in each case, as more fully described as follows:
[Include explanation of adjustment to Covenant Cash Flow
and the factors taken into account in determining such adjustment]
