Exhibit



        





NEXTERA ENERGY OPERATING PARTNERS, LP
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
700 Universe Boulevard
Juno Beach, Florida 33408


REQUEST FOR EXTENSION
Dated as of  December 10, 2019
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:
	Revolving Credit Agreement, dated as of July 1, 2014, among NextEra Energy US Partners Holdings, LLC (“US Holdings”) and NextEra Energy Canada Partners Holdings, ULC (“Canadian Holdings”), as Borrowers, NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with US Holdings as the sole remaining Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent, and Bank of America, N.A. (Canada Branch), as Canadian Agent (as amended, extended and otherwise modified prior to the date hereof,, the “Credit Agreement”).






Ladies and Gentlemen:


This request for extension (the “Extension Request”) is made pursuant to Section 2.11(a) of the referenced Credit Agreement.  Any capitalized terms appearing but not otherwise defined in this Extension Request shall have the meanings specified for those terms in the Credit Agreement.  


		
	(a)
	Pursuant to the provisions of Section 2.11(a) of the Credit Agreement, each of the Loan Parties hereby requests that each Lender extend its respective Commitment Termination Date to February 8, 2025. 




		
	(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 17, 2020, and this Extension Request 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 Extension Request (an “Extending Lender”) agrees to extend the Commitment Termination Date with respect to its Commitment to February 8, 2025 or to such other date specified on its 






 



signature page to this Extension Request. By execution of this Extension Request, 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, 2025.  In such event, Agent shall be authorized and directed to make the necessary updates to the Register.




The Loan Parties, Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Extension Request, 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 Extension Request shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or 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.


This Extension Request shall become effective as of February 8, 2020 (provided that each of the Loan Parties, Agent and Lenders having Commitments equal to more than 50% of the Commitments outstanding immediately prior to such date have executed and delivered this Extension Request on or prior to such date).  On and after the effectiveness of this Extension Request, 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 supplemented by this Extension Request.  This Extension Request shall be deemed to constitute a Loan Document.


This Extension Request 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 Extension Request by emailed pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.  


This Extension Request shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereunder (other than § 5-1401 of the New York General Obligations Law).
 


[Signatures appear on following pages]


2





 



By signing this Extension Request where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Extension Request to the Credit Agreement as set forth above.




NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor


By:    NEXTERA ENERGY OEPRATING     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




BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent






By:    SYLWIA DURKIEWICZ    
Name: Sylwia Durkiewicz
Title: Vice President








2










Consent to extend the     Maturity Date:


Banco Santander, S.A., New York Branch




By:  XAVI RUIZ SENA        
Name: Xavi Ruiz Sena
Title: Managing Director 


By:  RITA WALZ-CUCCIOLI    
Name: Rita Walz-Cuccioli
Title: Executive Director














Consent to extend the     Maturity Date:


Bank of America, N.A.




By: MAGGIE HALLELAND        
Name: Maggie Halleland
Title: Vice President 














Consent to extend the     Maturity Date:


BANK OF AMERICA, N.A. (CANADA BRANCH)




By: SYLWIA DURKIEWICZ    
Name: Sylwia Durkiewicz
Title: Vice President 














Consent to extend the     Maturity Date:


BANK OF MONTREAL, CHICAGO BRANCH




By: RAHUL D. SHAH    
Name: Rahul D. Shah
Title: Managing Director 














Consent to extend the     Maturity Date:


The Bank of Nova Scotia




By: DAVID DEWAR        
Name: David Dewar
Title: Director 














Consent to extend the     Maturity Date:


BARCLAYS BANK PLC




By: SYDNEY G. DENNIS        
Name: Sydney G. Dennis
Title: Director 














Consent to extend the     Maturity Date:


BNP PARIBAS




By: DENIS O'MEARA        
Name: Denis O’Meara
Title: Managing Director 


By: THEODORE SHEEN        
Name: Theodore Sheen
Title: Director 














Consent to extend the     Maturity Date:


Canadian Imperial Bank of Commerce, New York Branch




By: ANJU ABRAHAM        
Name: Anju Abraham
Title: Authorized Signatory  


By: ANDREW R. CAMPBELL    
Name: Andrew R. Campbell
Title: Authorized Signatory  














Consent to extend the     Maturity Date:


CITIBANK, N.A.




By: RICHARD RIVERA        
Name: Richard Rivera
Title: Vice President  
















Consent to extend the     Maturity Date:


COMMERZBANK AG, NEW YORK BRANCH




By: JAMES BOYLE            
Name: James Boyle
Title: Director  


By:  KAREEM HARTL        
Name: Kareem Hartl
Title: Vice President














Consent to extend the     Maturity Date:


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK




By: DARRELL STANLEY        
Name: Darrell Stanley
Title: Managing Director  


By: MICHAEL WILLIS        
Name: Michael Willis
Title: Managing Director














Consent to extend the     Maturity Date:


CREDIT SUISSE AG, NEW YORK BRANCH




By: DOREEN BARR            
Name: Doreen Barr
Title: Authorized Signatory   


By:  BRADY BINGHAM        
Name: Brady Bingham
Title: Authorized Signatory 














Consent to extend the     Maturity Date:


DEUTSCHE BANK AG NEW YORK BRANCH




By: MING K. CHU                
Name: Ming K. Chu
Title: Director    


By: MARKO LUKIN                
Name: Marko Lukin
Title: Vice President 




















Consent to extend the     Maturity Date:


DNB Capital LLC




By: EINAR GULSTAD        
Name: Einar Gulstad
Title: Senior Vice President   


By:  ANDREA OZBOLT        
Name: Andrea Ozbolt
Title: First Vice President 














Consent to extend the     Maturity Date:


Fifth Third Bank, National Association




By: WILLIAM MERRITT        
Name: William Merritt
Title: Director II   
















Consent to extend the     Maturity Date:


GOLDMAN SACHS BANK USA




By: RYAN DURKIN            
Name: Ryan Durkin
Title: Authorized Signatory   














Consent to extend the     Maturity Date:


JPMorgan Chase Bank N.A.




By: BRIDGET KILLACKEY        
Name: Bridget Killackey
Title: Executive Director   














Consent to extend the     Maturity Date:


KEYBANK NATIONAL ASSOCIATION




By: SUKANYA V. RAJ        
Name: Sukanya V. Raj
Title: Senior Vice President   














Consent to extend the     Maturity Date:


Mizuho Bank, Ltd.




By:  EDWARD SACKS        
Name: Edward Sacks
Title: Authorized Signatory   














Consent to extend the     Maturity Date:


MORGAN STANLEY BANK, N.A.




By: ALYSHA SALINGER            
Name: Alysha Salinger
Title: Authorized Signatory   














Consent to extend the     Maturity Date:


MUFG Union Bank, N.A.




By: NICHOLAS R. BATTISTA        
Name: Nicholas R. Battista
Title: Managing Director    














Consent to extend the     Maturity Date:


Regions Bank




By: JERRY WELLS            
Name: Jerry Wells
Title: Director    














Consent to extend the     Maturity Date:


Royal Bank of Canada




By: FRANK LAMBRINOS        
Name: Frank Lambrinos
Title: Authorized Signatory   














Consent to extend the     Maturity Date:


Sumitomo Mitsui Banking Corporation




By:  MICHAEL MAGUIRE        
Name: Michael Maguire
Title: Managing Director    














Consent to extend the     Maturity Date:


TRUIST BANK, as successor by merger to SunTrust Bank,




By:  BRYAN KUNITAKE        
Name: Bryan Kunitake
Title: Director    














Consent to extend the     Maturity Date:


THE TORONTO-DOMINION BANK, NEW YORK BRANCH




By: BRIAN MACFARLANE        
Name: Brian MacFarlane
Title: Authorized Signatory    














Consent to extend the     Maturity Date:


Wells Fargo Bank, N.A.




By: BOBBY AUSMAN        
Name: Bobby Ausman
Title: Director