Exhibit








EXHIBIT 10.6 


EXTENSION AGREEMENT
May 31, 2019
Wells Fargo Bank, National Association, as Administrative Agent under the Credit Agreement referred to below 


Wells Fargo Bank, National Association 
90 S. 7th Street
MAC: N9305-156
Minneapolis, MN 55402
Attention: Greg Gredvig
Phone: (612) 667-4832
Fax No.: (612) 316-0506


Ladies and Gentlemen:


Reference is made to (i) the Third 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 Sierra Pacific Power Company, a Nevada corporation (the “Borrower”), the banks and other financial institutions party thereto as Lenders, and Wells Fargo Bank, National Association, 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]










The Bank of Nova Scotia


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






Extension Agreement – Sierra Pacific Power Company (2019)






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






Extension Agreement – Sierra Pacific Power Company (2019)






JPMORGAN CHASE BANK, N.A.


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




Extension Agreement – Sierra Pacific Power 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 – Sierra Pacific Power Company (2019)






BARCLAYS BANK PLC


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






Extension Agreement – Sierra Pacific Power Company (2019)






Royal Bank of Canada


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






Extension Agreement – Sierra Pacific Power 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 – Sierra Pacific Power Company (2019)






MUFG UNION BANK, N.A.,


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






Extension Agreement – Sierra Pacific Power Company (2019)






CoBank, ACB


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




Extension Agreement – Sierra Pacific Power Company (2019)






The Bank of New York Mellon


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






Extension Agreement – Sierra Pacific Power Company (2019)






TD BANK, N.A.


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






Extension Agreement – Sierra Pacific Power Company (2019)






SUNTRUST BANK


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




Extension Agreement – Sierra Pacific Power Company (2019)






PNC BANK, NATIONAL ASSOCIATION,
as Lender


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




Extension Agreement – Sierra Pacific Power Company (2019)






The Northern Trust Company


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






Extension Agreement – Sierra Pacific Power Company (2019)






National Australia Bank Limited


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






Extension Agreement – Sierra Pacific Power Company (2019)






KeyBank National Association


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






Extension Agreement – Sierra Pacific Power Company (2019)






MIZUHO BANK, LTD.


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






Extension Agreement – Sierra Pacific Power Company (2019)






CITIBANK, N.A.


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






Extension Agreement – Sierra Pacific Power Company (2019)






AGREED AND ACCEPTED:


SIERRA PACIFIC POWER COMPANY




By: /s/ Michael E. Cole                
Name: Michael E. Cole 
Title: Vice President and Chief Financial Officer






Extension Agreement – Sierra Pacific Power Company (2019)






U.S. Bank National Association


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






Extension Agreement – Sierra Pacific Power Company (2019)






Bank of Montreal, Chicago Branch 


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






Extension Agreement – Sierra Pacific Power 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 – Sierra Pacific Power Company (2019)






WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, an LC Issuing Bank
and a Lender




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