Exhibit



Memorandum
Robinson, Bradshaw & Hinson, P.A.
robinsonbradshaw.com
101 N. Tryon St., Ste. 1900, Charlotte, NC 28246
704.377.2536


	
		
	TO:
	OGE Energy Corp./Oklahoma Gas and Electric Company Lenders

	FROM:
	Kader Crawford

	DATE:
	March 9, 2018

	RE:
	2018 One-Year Extension






On behalf of Wells Fargo Bank, National Association, as administrative agent, I am pleased to inform you that all documentary conditions precedent to the effectiveness of the request of OGE Energy Corp. (“OGE”) and Oklahoma Gas and Electric Company (“OG&E”) to extend the Revolving Credit Termination Date of their respective Credit Agreements for an additional one-year period have been satisfied.  The Revolving Credit Termination Date of the Credit Agreement for both OGE and OG&E is now March 8, 2023.  The executed copy of the 2018 Extension Agreement for the OGE Credit Agreement and the OG&E Credit Agreement has been posted.  











February 21, 2018


To:     OGE Energy Corp./Oklahoma Gas and Electric Company Bank
Group


From:     Wells Fargo Bank, National Association, as Administrative Agent


Re:     (i) OGE Energy Corp. (“OGE”) $450 Million Credit Agreement dated as of March 8, 2017
(the “OGE Credit Agreement”) and (ii) Oklahoma Gas and Electric Company (“OG&E”)
$450 Million Credit Agreement dated as of March 8, 2017 (the “OG&E Credit Agreement”
and together with the OGE Credit Agreement, the “Credit Agreements”)


Reference is hereby made to the Credit Agreements described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreements.


Pursuant to Section 2.21 of the OGE Credit Agreement, OGE has requested that the Revolving Credit Termination Date be extended for an additional one year until March 8, 2023. OGE has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until March 8, 2023 becomes effective.


Pursuant to Section 2.21 of the OG&E Credit Agreement, OG&E has requested that the Revolving Credit Termination Date be extended for an additional one year until March 8, 2023. OG&E has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until March 8, 2023 becomes effective.


Please insert your institution’s name and indicate on the following page whether you consent to the requested extension of the Revolving Credit Termination Date for each of the OGE Credit Agreement and the OG&E Credit Agreement until March 8, 2023, and email a PDF copy of this letter to Kader Crawford at Robinson, Bradshaw & Hinson, P.A. (kcrawford@robinsonbradshaw.com). 


Your response is requested prior to 3:00 p.m. (ET) on March 7, 2018.


Please contact Chase Alexander (phone: 704.410.4692; email: Chase.alexander@wellsfargo.com) if you have any questions.


Thank you for your attention to this matter.











Wells Fargo Bank, National Association hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Patrick Engel

	Name:
	Patrick Engel

	Title:
	Managing Director

	Date:
	March 2, 2018















JPMorgan Chase Bank, N.A. hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Justin Martin

	Name:
	Justin Martin

	Title:
	Authorized Officer

	Date:
	March 7, 2018















MIZUHO BANK, LTD., hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Nelson Y. Chang

	Name:
	Nelson Y. Chang

	Title:
	Authorized Signatory

	Date:
	March 2, 2018















MUFG Union Bank, N.A. hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Cherese Joseph

	Name:
	Cherese Joseph

	Title:
	Vice President

	Date:
	March 7th, 2018















ROYAL BANK OF CANADA hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Rahul D. Shah

	Name:
	Rahul D. Shah

	Title:
	Authorized Signatory

	Date:
	March 2, 2018















U.S. BANK NATIONAL ASSOCIATION hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ James O'Shaughnessy

	Name:
	James O'Shaughnessy

	Title:
	Vice President

	Date:
	March 5, 2018















CoBank, ACB hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ C. Brock Taylor

	Name:
	C. Brock Taylor

	Title:
	Vice President

	Date:
	March 5, 2018















KeyBank National Association hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Benjamin C. Cooper

	Name:
	Benjamin C. Cooper

	Title:
	Vice President

	Date:
	March 6, 2018



















MORGAN STANLEY BANK, N.A. hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Michael King

	Name:
	Michael King

	Title:
	Authorized Signatory

	Date:
	March 7th, 2018















BOKF, N.A. dba Bank of Oklahoma hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ J. Richard Hawk

	Name:
	J. Richard Hawk

	Title:
	Sr. Vice President

	Date:
	March 7, 2018















National Cooperative Services Corporation (NCSC) hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Ann Shankroff

	Name:
	Ann Shankroff

	Title:
	Assistant Secretary Treasurer

	Date:
	March 8, 2018















BancFirst hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Matt Crew

	Name:
	Matt Crew

	Title:
	Senior Vice President

	Date:
	March 8, 2018















Bank of Communications Co., Ltd., New York Branch hereby (select one):
Lender Name


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to March 8, 2023.


___X___CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.


_______DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to March 8, 2023.






	
		
	By:
	/s/ Kerong Niu

	Name:
	Kerong Niu

	Title:
	General Manager

	Date:
	March 6, 2018