Exhibit








EXHIBIT 10.1 


EXTENSION AGREEMENT
May 31, 2019
MUFG UNION BANK, N.A., as Administrative Agent under the Credit Agreement referred to below 


MUFG Union Bank, N.A., as Administrative Agent
1980 Saturn Street
Monterey Park, CA, 91754
Attention: Gena Robles
Email: gena.robles@unionbank.com and #clo_agency@unionbank.com


MUFG Union Bank, N.A., as Administrative Agent
445 South Figueroa Street
Los Angeles, CA, 90071
Attention: Jeffrey Fesenmaier
Email: JFesenmaier@us.mufg.jp


Ladies and Gentlemen:


Reference is made to (i) the Amended and Restated Credit Agreement, dated as of April 30, 2018 (as amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “Credit Agreement”), among Berkshire Hathaway Energy Company, an Iowa corporation (the “Borrower”), the banks and other financial institutions party thereto as Lenders, and MUFG UNION BANK, N.A., as Administrative Agent, and (ii) the Borrower’s Termination Date Extension Request, dated April 15, 2019, requesting an extension of the Termination Date to June 30, 2022 (the “Extension Request”).  Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.  


Solely in connection with the extension of the Termination Date to June 30, 2022 as set forth in the Extension Request, each undersigned Lender agrees, subject to the Administrative Agent’s receipt of the documents described in Section 2.06(c) of the Credit Agreement, to extend the Termination Date applicable to such Lender’s Commitment to June 30, 2022, such extension to be effective on May 31, 2019.  The undersigned Lenders, constituting Required Lenders, hereby waive the time period requirements set forth in Section 2.06(a) of the Credit Agreement for each Lender to provide notice of such Lender’s decision to consent to, or decline, the extension of the Termination Date to June 30, 2022.  The Required Lenders hereby agree that (a) this Extension Agreement shall be dated as of the date first set forth above, (b) the deadline for each consenting Lender to provide a signature page to this Extension Agreement is May 6, 2019, and (c) subject to the Administrative Agent’s receipt of the documents described in Section 2.06(c) of the Credit Agreement, the “Extension Effective Date” with respect to the Extension Request shall be May 31, 2019.  









Furthermore, each of the undersigned Lenders that is an LC Issuing Bank as of the date hereof agrees to continue to serve as an LC Issuing Bank in accordance with its Fronting Commitment after giving effect to the extension of the Termination Date as set forth herein.


This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.  This Extension Agreement is a Loan Document.  Except as specifically provided above, (i) the Credit Agreement and the other Loan 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 Administrative Agent or any Lender under the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents.  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]












JPMORGAN CHASE BANK, N.A.


By:  /s/ Juan Javellana                
Name: Juan Javellana
Title: Executive Director






Extension Agreement – Berkshire Hathaway Energy Company (2019)








Wells Fargo Bank, National Association


By: /s/ Gregory R. Gredvig                   
Name: Gregory R. Gredvig
Title: Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








MIZUHO BANK, LTD.


By: /s/ Donna DeMagistris        
Name: Donna DeMagistris
Title: Authorized Signatory








Extension Agreement – Berkshire Hathaway Energy Company (2019)








CITIBANK, N.A.


By: /s/ Richard Rivera        
Name: Richard Rivera
Title: Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








BARCLAYS BANK PLC


By: /s/ Sydney G. Dennis            
Name: Sydney G. Dennis
Title:    Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








Royal Bank of Canada


By: /s/ Frank Lambrinos            
Name: Frank Lambrinos
Title: Authorized Signatory








Extension Agreement – Berkshire Hathaway Energy Company (2019)








U.S. BANK NATIONAL ASSOCIATION


By: /s/ Karen Nelsen                 
Name: Karen Nelsen
Title:   Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








BNP Paribas


By: /s/ Denis O' Meara              
Name: Denis O' Meara
Title: Managing Director




By: /s/ Ravina Advani               
Name: Ravina Advani
Title: Managing Director










Extension Agreement – Berkshire Hathaway Energy Company (2019)








The Bank of Nova Scotia


By: /s/ David Dewar               
Name: David Dewar
Title: Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








SUMITOMO MITSUI BANKING
CORPORATION
 
By: /s/ Katsuyuki Kubo            
Name: Katsuyuki Kubo
Title: Managing Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








Bank of Montreal, Chicago Branch 


By: /s/ Brian L. Banke            
Name: Brian L. Banke
Title: Managing Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








KeyBank National Association


By: /s/ Benjamin C. Cooper      
Name: Benjamin C. Cooper
Title: Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








CoBank, ACB


By: /s/ Ryan Spearman          
Name: Ryan Spearman
Title: Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








SUNTRUST BANK


By: /s/ Carmen Malizia          
Name: Carmen Malizia
Title: Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








PNC BANK, NATIONAL ASSOCIATION,
as Lender


By: /s/ Kelly Miller               
Name: Kelly Miller
Title: Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








CANADIAN IMPERIAL BANK OF
COMMERCE, NEW TORK BRANCH, as
Lender


By: /s/ Robert Casey              
Name:  Robert Casey
Title:    Authorized Signatory




By: /s/ Farhad Merali            
Name:  Farhad Merali
Title:    Authorized Signatory










Extension Agreement – Berkshire Hathaway Energy Company (2019)








TD BANK, N.A.


By: /s/ Vijay Prasad             
Name: Vijay Prasad
Title:    Sr. Vice President








Extension Agreement – Berkshire Hathaway Energy Company (2019)








Banco Santander, S.A., New York Branch


By: /s/ Rita Walz-Cuccioli         
Name: Rita Walz-Cuccioli
Title:    Executive Director




By: /s/ Terence Corcoran          
Name: Terence Corcoran
Title:    Executive Director










Extension Agreement – Berkshire Hathaway Energy Company (2019)








The Bank of New York Mellon


By: /s/ Richard K. Fronapfel, Jr.   
Name: Richard K. Fronapfel, Jr.
Title:   Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








The Northern Trust Company


By: /s/ Lisa DeCristofaro          
Name: Lisa DeCristofaro
Title:   SVP








Extension Agreement – Berkshire Hathaway Energy Company (2019)








NATIONAL COOPERATIVE SERVICES
CORPORATION, as Lender


By: /s/ Uzma Rahman                 
Name: Uzma Rahman
Title: Assistant Secretary-Treasurer








Extension Agreement – Berkshire Hathaway Energy Company (2019)








National Australia Bank Limited


By: /s/ Eli Davis                    
Name: Eli Davis
Title: Director








Extension Agreement – Berkshire Hathaway Energy Company (2019)








Bankers Trust Company


By: /s/ Dave P. Gregory                  
Name: Dave P. Gregory
Title: VP, Senior Commercial
Relationship Manager








Extension Agreement – Berkshire Hathaway Energy Company (2019)








MUFG UNION BANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender




By: /s/ Cherese Joseph             
Name: Cherese Joseph
Title: Vice President


Extension Agreement – Berkshire Hathaway Energy Company (2019)






AGREED AND ACCEPTED:


BERKSHIRE HATHAWAY ENERGY COMPANY




By: /s/ Calvin D. Haack              
Name: Calvin D. Haack
Title: Vice President and Treasurer






Extension Agreement – Berkshire Hathaway Energy Company (2019)