EX-10.A2 6 ppl-9302017_ex10a2.htm EXHIBIT 10.A2
Exhibit 10(a)-2
BNP PARIBAS
The Directors
Western Power Distribution (South West) PLC
Western Power Distribution (South Wales) PLC
Western Power Distribution (West Midlands) PLC
Western Power Distribution (East Midlands) PLC
(each a "Borrower" and together the "Borrowers")
Avonbank
Feeder Road
Bristol
BS2 OTB
28th July 2017
Dear Sirs,
£20,000,000 uncommitted facility letter (the "Facility Letter") dated 23rd January 2014 for the Borrower with BNP Paribas, London Branch (the "Bank")
1. Background

(a) | We refer to the Facility Letter. Terms defined in the Facility Letter shall, unless the context requires otherwise, have the same meaning when used in this letter, and in addition the term "Effective Date" means the date on which the Bank notifies the Borrowers that it has received, in form and substance satisfactory to it, (or that the Bank has waived the receipt of) all of the documents and other evidence listed in the Schedule (Conditions Pr ec ed e nt) to this letter.

(b) | This letter is a Finance Document.

(c) | The provisions of Clauses 2 (Definitions), 3 (Interpretations) and 14 (Third Party Rights) of the Credit Terms and Conditions shall apply to this letter as if set out in full again here, with such changes as are appropriate to fit this context.

BNP Paribas London Branch
10 Harewood Avenue London NWGl AA - Tel: +44 (0)20 7595 2000 - www.bnpparlbas.com
Incorporated in France with Limited Liability Registered Office 16 boulevard des Italiens, 75009 Paris, France 662 042 449 RCS Paris
BNP Paribas London Branch is lead supervised by the European Central Bank (ECB) and the Autoritè de Contrôle Prudentiel et de Rèsolution (ACPR). BNP Paribas Long Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request.
BNP Paribas London Branch is registered in England and Wales under no. FC13447

BNP PARIBAS
2. Amendments

(a) | With effect on and from th e Effecti v e Date, t he Fa cilit y Letter will be amended b y deleting 7 day s in the Intere s t Period s cla use of Schedule 2 and r e pl ac ing it wit h 31 d ays.

(b) | Subject to the terms of thi s letter, all other pr ovis ion s of the Facility Letter remain unchanged and th e Facility Letter w ill remain in full force and effect.

(c) | The Fac ility Letter (including the Credit Terms and Co ndition s and the General Terms of Bu s ine ss) and thi s letter w ill be read and construed as one document.

(d) | If the E ffective Date has not occurred befor e the da t e th at is 4 5 d ays a fter the date of thi s lett e r, then this l e tter s h all immediatel y on s u c h d a te be void a nd of no further leg a l force a nd effect.

3. Representations
Eac h of the Borrowers confirms to th e Bank on th e date of this l etter a nd o n the Effec ti ve Date th a t th e representations and warran ti es co nt a in ed in t h e General Terms of B u s in ess:

(a) | are tru e; a nd

(b) | wou ld a l so be true if references to th e "Agre e m e nt" as re f erred t o in t h e General Terms of Business a r e co n s tru e d so as t o includ e t h e Facility L et t er as amended by thi s l e tt e r

in each case by reference to the facts an d c ircumst ances then ex i s tin g. For the avoi d a nc e of doubt, s uch r epresen tati o n s a nd warranties are, and s h a ll be, t hus confirmed b y each of th e Bo rro we rs with r es p ec t to it se lf, notwithst a ndin g a n y reference s in the drafting of s u c h r ep r ese nt a tion s a nd warranties to "t h e C li ent" or "yo u".
4. Fees, Costs and Expenses

(a) | The Borrowe r s s h a ll (o n a joint and seve r a l b as i s), promptly upon demand, r e imbur se th e B ank for the amo unt of a ll costs a nd expe n ses (including l ega l fees) r easona bl y in curre d in co nn ect i o n w ith this letter and a ll VAT in respect of suc h cos t s a n d expe n ses.

(b) | The Borrowers s h a ll b e responsible for th e ir ow n costs an d ex p enses (includin g l ega l fees) in curre d in co nn ec ti o n w ith t hi s l et t e r.

5. Counterparts
This letter may be executed in any number of counterparts, each of which shall be an original and all of which shall together form one and the same agreement.

BNP PARIBAS
6. Governing Law and Jurisdiction

(a) | This letter and any non-contractual obligations arising out of or in connections with it are governed by English law.

(b) | The Courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to any non-contractual obligation arising out of or in connection with this letter). The Bank and the Borrowers agree that the Courts of England are the most appropriate and convenient courts to settle any such disputes and accordingly none of them will argue to the contrary. This paragraph is for the benefit of the Bank only. As a result, the Bank shall not be prevented from taking proceedings relating to any such dispute in any other courts with jurisdiction. To the extent allowed by law, the Bank may take concurrent proceedings in any number of jurisdictions.

7. Acceptance
The Borrowers may confirm their acceptance of the terms and conditions of this letter by signing the acceptance on the enclosed duplicate of this letter and returning it to the Bank.
Your s f a ithfully
F or and on behalf of
BNP Paribas, London Branch

/s/ Steve Duranti |  | /s/ Ian Rosenthal
by: Steve Duranti |  | by: Ian Rosenthal
title: Head of MNC |  | title: Authorised Signatory

BNP PARIBAS
W e acknowledge and agree to t h e terms of this L e tt e r.
Signed for and on b e h a lf o f
Western Power Distribution (South W e s t) PLC

Signed: | /s/ I.R. Williams |  |
Name: | I.R. Williams |  |
Position: | Director |  |
Date: | 31 August 2017 |  |

Signed for and on b e h a lf o f
Western Power Distribution (South Wales) PLC

Signed: | /s/ I. R. Williams |  |
Name: | I. R. Williams |  |
Position: | Director |  |
Date: | 31 August 2017 |  |

BNP PARIBAS
Signed for and on b e h a lf o f
Western Power Distribution (West Midlands) PLC

Signed: | /s/ I. R. Williams |  |
Name: | I. R. Williams |  |
Position: | Director |  |
Date: | 31 August 2017 |  |

Signed for and on b e h a lf o f
Western Power Distribution (East Midlands) PLC

Signed: | /s/ I. R. Williams |  |
Name: | I. R. Williams |  |
Position: | Director |  |
Date: | 31 August 2017 |  |

BNP PARIBAS
SCHEDULE
Conditions Precedent

(a) | The enclosed duplicate of this letter, duly executed on behalf of each of the Borrowers.

(b) | A copy of a resolution of the board of directors (or the equivalent executive body or equivalent evidence of relevant corporate approval) of each of the Borrowers approving the terms of, and the transactions contemplated by, this letter and authorising a specified person or persons to execute this letter on its behalf.

(c) | A specimen of the signature of each person authorised by the resolutions referred to in item (b) above.

(d) | A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the Bank considers necessary or desirable in connection with this letter.