UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) October 3, 2016
ONCOR ELECTRIC DELIVERY COMPANY LLC
(Exact name of registrant as specified in its charter)
DELAWARE | 333-100240 | 75-2967830 | ||||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1616 Woodall Rodgers Fwy., Dallas, Texas, 75202
(Address of principal executive offices, including zip code)
Registrants telephone number, including Area Code (214) 486-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On October 3, 2016, Oncor Electric Delivery Company LLC (Oncor) entered into an Extension Agreement (the Extension Agreement) by and among Oncor, as Borrower, the banks and other financial institutions party thereto as lenders (the Lenders), JPMorgan Chase Bank, N.A., as administrative agent (the Agent) under the Credit Agreement (as defined below), swingline lender and fronting bank, and the other fronting banks party thereto. The Extension Agreement was entered into pursuant to the Amended and Restated Revolving Credit Agreement (as amended and supplemented, the Credit Agreement), dated as of October 11, 2011, by and among Oncor, as Borrower, the Lenders, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, fronting bank and swingline lender, and the other fronting banks party thereto. The Extension Agreement extends the termination date for revolving loans for one year to October 11, 2018. In addition, the Extension Agreement extends the termination date for swingline loans and letters of credit for one year, to the date that is three business days before October 11, 2018.
The foregoing description of the Extension Agreement is qualified in its entirety by reference to the complete terms of the Extension Agreement, which is attached hereto as Exhibit 10(a).
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
Exhibits.
Exhibit |
Description | |
10(a) | Extension Agreement, dated October 3, 2016, to that certain Amended and Restated Revolving Credit Agreement by and 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. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ONCOR ELECTRIC DELIVERY COMPANY LLC | ||
By: | /s/ John M. Casey | |
Name: | John M. Casey | |
Title: | Vice President - Treasurer |
Dated: October 7, 2016
EXHIBIT INDEX
Exhibit |
Description | |
10(a) | Extension Agreement, dated October 3, 2016, to that certain Amended and Restated Revolving Credit Agreement by and 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. |
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 Borrowers 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)