Exhibit








EXHIBIT 10.3


EXTENSION AGREEMENT
May 31, 2019
JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement 
referred to below 


JPMorgan Chase Bank, N.A., as Administrative Agent
500 Stanton Christiana Road, NCC5, Floor 1
Newark, Delaware, 19713
Attention: Tom Defosse 
Email: thomas.defosseiv@chase.com


JPMorgan Chase Bank, N.A., as Administrative Agent
383 Madison Avenue, Floor 24
New York, New York, 10179
Attention: Juan Javellana 
Email: juan.j.javellana@jpmorgan.com


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 PacifiCorp, an Oregon corporation (the “Borrower”), the banks and other financial institutions party thereto as Lenders, and JPMorgan Chase 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]










Royal Bank of Canada


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






Extension Agreement – PacifiCorp II (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 – PacifiCorp II (2019)






BARCLAYS BANK PLC


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






Extension Agreement – PacifiCorp II (2019)






CITIBANK, N.A.


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






Extension Agreement – PacifiCorp II (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 – PacifiCorp II (2019)






Wells Fargo Bank, National Association


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






Extension Agreement – PacifiCorp II (2019)






MUFG UNION BANK, N.A.,


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






Extension Agreement – PacifiCorp II (2019)






MIZUHO BANK, LTD.


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






Extension Agreement – PacifiCorp II (2019)






The Bank of Nova Scotia


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






Extension Agreement – PacifiCorp II (2019)






The Bank of New York Mellon


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






Extension Agreement – PacifiCorp II (2019)






TD BANK, N.A.


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






Extension Agreement – PacifiCorp II (2019)






SUNTRUST BANK


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






Extension Agreement – PacifiCorp II (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 – PacifiCorp II (2019)






PNC BANK, NATIONAL ASSOCIATION,
as Lender


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






Extension Agreement – PacifiCorp II (2019)






NATIONAL COOPERATIVE SERVICES
CORPORATION, as Lender


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






Extension Agreement – PacifiCorp II (2019)






KeyBank National Association


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






Extension Agreement – PacifiCorp II (2019)






The Northern Trust Company


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






Extension Agreement – PacifiCorp II (2019)






National Australia Bank Limited


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






Extension Agreement – PacifiCorp II (2019)






CoBank, ACB


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






Extension Agreement – PacifiCorp II (2019)






U.S. Bank National Association


By: /s/ Kevin Murphy                   
Name: Kevin Murphy
Title:   Vice President






Extension Agreement – PacifiCorp II (2019)






Bank of Montreal, Chicago Branch 


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






Extension Agreement – PacifiCorp II (2019)






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






Extension Agreement – PacifiCorp II (2019)






AGREED AND ACCEPTED:


PACIFICORP




By: /s/ Ryan Weems                   
Name: Ryan Weems
Title: Vice President, Controller and Assistant
          Treasurer






Extension Agreement – PacifiCorp II (2019)






JPMORGAN CHASE BANK, N.A.


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






Extension Agreement – PacifiCorp II (2019)