EX-10.A1 5 ppl-9302017_ex10a1.htm EXHIBIT 10.A1
Exhibit 10(a)-1
BNP PARIBAS
The Directors
Western Power Distribution (South West) PLC
We s tern Power Distribution (South Wales) PLC
Western Power Distribution (West Midlands) PLC
Western Power Di s tribution (Ea s t Midlands) PLC
Avonbank
Feeder Road
Bri s tol
BS2 OTB
23rd January 2014
Dear Sir s
£20,000,000 uncommitted facility letter to Western Power Distribution (South West) PLC, Western Power Distribution (South Wales) PLC, Western Power Distribution (West Midlands) PLC and Western Power Distribution (East Midlands) PLC

1 | The Facility

1.1. | We, BNP Pariba s, London Branch (the Bank), are pleased to make available to We s tern Power Di s tribution (South West) PLC (company number 02366894), We s tern Power Di s tribution (South Wales) PLC (company number 02366985), Western Power Di s tribution (We s t Midlands) PLC (company number 03600574) and Western Pow e r Di s tribution (Ea s t Midlands) PLC (compan y number 023669 2 3) (e ach a Borrower and together the Borrowers) an uncommitted Sterling revolving advances facility as de s cribed in Sch e dule 2 (the Facility) on the terms and condition s s et out in thi s Letter.

1.2 | N o Borrower shall reque s t any Utilisation until the Bank has re c eived the document s and other evidence listed in Schedule 1 ( C onditions pr e c e d e nt) in form and sub s tance s ati s factory to the Bank.

1.3 | The Facilit y shall be available to the Borrowers for Utilisations up to the Facility Limit.

1.4 | The Bank i s willing to m a k e the Facility available to the Borrowers subject to:

(a) | the F acility Term s s pecific to th e F acility as s et out in Schedule 2 (Facilit y Term s - R e volvin g Advanc es Fa c ility) and the general terms set out in the main body of thi s L e tter;

(b) | the Bank's C redit T e rms a nd Conditions for on-demand facilitie s (June 2012 Ver s ion) (th e Credit Terms and Conditions); and

(c) | the Bank's General Terms of Busine s s, a s may b e amend e d from time to time (the General Terms of Business).

BNP Paribas London Branch
10 Harewood Avenue London NWGl AA - Tel: +44 (0)20 7595 2000 - www.bnpparlbas.com

BNP Paribas London Branch is authorised by the Autorité de Contrôle Prudentiel and authorised and subject to limited regulation by the Financial Conduct Authority. Details about the extent of our authorisation and regulation by the Financial Conduct Authority are available on request. BNP Paribas London Branch is registered in England and Wales undr no. FC13447 BNP Paribas SA is authorised by the Autorité de Contrôle Prudentiel and regulated by the Autorité des Marchés Financiers in France. MNP Paribas SA is incorporated in France with Limited Liability Registered Ofice: 16 Boulevard des Italiens, 75009 Paris, France 662 042 449 RCS Paris. ©BNP Paribas. All rights reserved. | 8139697.01

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1.5 | If there is any conflict between the provisions of the General Terms of Busine ss and the terms of this Letter or the Credit Terms and Conditions, the terms of this Letter or the Credit Terms and Conditions, as applicable, shall prevail. If the terms set out in the main body of this Letter impose a stricter obligation than the Facility Terms (unless the Facility Terms expressly override the relevant provision of thi s Letter) the Borrowers must comply with the stricter obligation.

1.6 | (a) If there is any conflict between the provision s of the Credit Term s a nd Conditions and the terms of this Letter, the terms of this Letter shall prevail.

| (b) For the avoidance of doubt Clause 10(b) of the Credit Terms and Conditions shall not apply to this Letter.

1.7 | The Facility shall be utilised solely towards financing the working capital requirements and general corporate purposes of the Borrowers. The Bank shall not be obliged to investigate or monitor the use or application of the proceeds of Utilisations.

1.8 | The provisions of Clauses 2 (Definitions) and 3 (Interpretation) 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.

1.9 | The following definitions apply in this Letter:

Base Currency means sterling.
Group means in relation to Western Power Distribution (Ea s t Midlands) PLC, and Western Power Distribution (West Midlands) PLC, PPL WEM Holdings Limited (company number 04066211), and each company that is treated a s it s s ubsidiary in its consolidated financial statements, and in relation to Western Power Distribution (South Wales) PLC, and Western Power Distribution (South W es t) PLC, PPL WW Holdings Limited (company number 04267536), and each company that is treated as its subsidiary in its consolidated financial statements.
Optional Currency none.

2 | Financial covenants

2.1 | None.

3 | Additional Utilisation Conditions

There are no utilisation conditions other than the conditions set out in Clause 7 (Utilisation) of the Credit Terms and Conditions.

4 | Fees and Default Interest

4.1 | No separate fees are payable by the Borrowers upon its acceptance of this Letter.

4.2 | If any Borrower fails to pay any amount on its due date, such Borrower shall pay the Bank interest on that amount (or on so much as from time to time remains unpaid) from the due date to the date of actual payment (both before and after judgment) calculated by reference to successive Interest Periods at the rate per annum that is equal to:

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(a) | (subject to paragraph (b) below) two per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Utilisation in the currency of the overdue amount; or

(b) | (if any overdue amount consists of all or part of a Utilisation which became due on a day which was not the last day of an Interest Period relating to that Utilisation):

(i) | the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Utilisation; and

(ii) | the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. higher than the rate which would have applied if the overdue amount had not become due.

5 | Additional Undertakings

In addition to the undertakings set out in Clause 10 (Undertakin g s) of the Credit Terms and Conditions and except where the Bank specifically agree s otherwise in writing and in advance, each Borrower undertakes that it shall until all amounts payable under the Finance Documents have been irrevocably paid and the Facility has been withdrawn deliver to the Bank its audited annual consolidated accounts within 180 days after the end of the financial year to which they relate, and that it shall promptly provide the Bank with such other information about itself as the Bank may reasonably require.

6 | 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 s ame agreement.

7 | Governing law and jurisdiction

7.1 | This Letter and any non-contractual obligations arising out of or in connection with it are governed by E nglish law.

7.2 | The Courts of England hav e exclusive jurisdiction to settle any dispute arisin g 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 r es ult, t he Bank shall not b e prev e nted from taking proce e dings relatin g to any s uch di s pute in any other courts with jurisdiction. To the extent allowed by law, the Bank may take concurrent proceedings in any number of jurisdictions.

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8 | Acceptance

8.1 | The Borrow e r s may confirm their acceptance of the term s and condition s of this Letter by signing the accep tanc e on the enclosed duplicate of this Lette r and ret urnin g it to th e Bank, together with the docum e nt s and other evidence required to be de li vere d pur s u a nt to paragraph 1.2 above and to Clause 5.1 (Conditions preced e nt to all U tili sa tion s) of the Credit Terms and Conditions, a ll w ithin 45 day s of th e date of this Letter. If the offer to make available the Facility contained in this Letter i s not so accepted by the Borrower s within that period, it shall lapse.

8.2 | This Letter s ha ll cancel and s upersed e any previou s uncommitted facility letter issued by the Bank to the Borrower s with effect from the date it is accepted. Fo r t h e avoidance of doubt, thi s Letter shall not cance l an y outstanding obligations of the Borrower s under previous uncommitted faci l it y l etters. Such obligations sha ll be come obligations under the Facility under thi s Letter or, if s uch o bliga t ion s a re not equiva l ent in nature to the Facility, shall continue to be governed b y t he rele vant previou s uncommitted facility letter until irrevocably repaid in full.

Your s f a ithfully
F or and on behalf of
BNP Paribas, London Branch

/s/ Michael Ashton Name Michael Ashton Position Authorized Signatory | /s/ Steve Duranti Name S. Duranti Position Manager

W e accept 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/ D.C.S. Oosthuizen |  | /s/ Sally A Jones
Name: | D.C.S. Oosthuizen |  | Sally A Jones
Position: | Director |  | Company Secretary
Date: | 18.02.2014 |  | 18.02.2014

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

Signed: | /s/ D.C.S. Oosthuizen |  | /s/ Sally A Jones
Name: | D.C.S. Oosthuizen |  | Sally A Jones
Position: | Director |  | Company Secretary
Date: | 18.02.2014 |  | 18.02.2014

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

Signed: | /s/ D.C.S. Oosthuizen |  | /s/ Sally A Jones
Name: | D.C.S. Oosthuizen |  | Sally A Jones
Position: | Director |  | Company Secretary
Date: | 18.02.2014 |  | 18.02.2014

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

Signed: | /s/ D.C.S. Oosthuizen |  | /s/ Sally A Jones
Name: | D.C.S. Oosthuizen |  | Sally A Jones
Position: | Director |  | Company Secretary
Date: | 18.02.2014 |  | 18.02.2014

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Schedule 1 - Conditions precedent

1 | The enclosed duplicate of this Letter, duly executed on behalf of the Borrowers.

2 | A certified copy of the resolutions of the Board of Director s (or equivalent executive body) of each Borrower approving the term s of the Finance Documents to which that Borrower is party and authori s in g s p ec ified per sons to execute on behal f of that Borrower tho se document s and any other documents that it i s n ecessary or de sirable for that Borrower to enter into in connection with the Fac ility or the Finance Document s.

3 | A specimen of the s ignature of each person authorised b y the re so lution s ref e rred to in paragraph 2 a bo ve.

4 | A copy of any other authorisation or oth e r document, opinion or assurance that the Bank considers to be necessary or de s irable in connection with the entry into a nd performance of, and the tran s action s contemplated by, a n y Finance Do cume n t or for the validity and enforceability of any Finance Document.

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Schedule 2 - Facility Terms - Revolving Advances Facility

Facility Limit: | £20,000,000 (twenty million pounds ste rlin g)
Margin: | 1.60% (one point six per cent) per annum.
Interest Rate Basis: | LIBOR
Interest Periods: | A Borrower must se lect an Interest Period for a Utilisation in the Utilisation Request for that Uti li sat ion. The Borrower may se l ect an Int eres t Period of up to 7 days as agreed between that Borrower and the Bank. Each Interest Period for a Utilisation sha ll s t a rt on the Utilisation Date. A Utilisation ha s one Interest Period only.
Payment of Interest: | Interest shall be payable in arrears on the la st day of the relevant Interest Period, but sub je ct always to Clauses 8.5(c) (Int erest, Fees and Commission) and Clause 9.3 (Repaym ent) of the Credit Terms and Conditions.
Repayment: | Subject always to the Bank's right at any time to demand earlier repayment in accordance w ith Clause 9 (R epayment) of the Cred it Terms and Conditions, the Borrower must repay each Uti lisation on the l ast day of its Inter es t Period.

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Schedule 3 - Form of Utilisation Request

From: | Western Power Distribution (South West) PLC / Western Power Distribution (South Wales) PLC / Western Power Distribution (West Midlands) PLC / Western Power Distribution (East Midlands) PLC (delete as applicable)
To: BNP Paribas, London Branch

D a ted: [ •]
Dear Sirs
Western Power Distribution (South West) PLC, Western Power Distribution (South Wales) PLC, Western Power Distribution (West Midlands) PLC and Western Power Distribution (East Midlands) PLC - £20,000,000 facility letter dated 23rd Janua ry 2014 (the Agreement)

1 | We refer to the Agreement. This is a Utilisation Reque st. Term s defined in th e Agreement have the same meaning in thi s Utilisation Requ es t unle ss g i ve n a different meaning in thi s Utilisation Reque s t.

2 | We wish to mak e a Utilisation und e r th e F ac ility on th e following terms:

| Propo se d Uti li s ation Date: | Insert date (or, if th at is n o t a Business D ay, th e next Business Day)
| Amount: | insert amount
| Interest Period: | confirm dura ti on of Interest Period

3 | We c onfirm that each cond ition spec i fie d in Clause 5 (Conditions precedent to all U tili sations) and in Clause 7.2 ( U til isation ) o f the Cred it Terms and Cond i t ion s i s sa ti sfie d on the date of thi s U tili sa tion R e que s t.

4 | Thi s Utilisation Re que s t i s irre voca ble.

Yours faithfull y
………………………………………
Authorised S i g nat o r y for
W es t e rn Po wer Di s tribution (South West) PLC /
Western Pow er Distribution (South Wal es) PLC /
Western Pow er Di s tributi o n (We s t Midland s) PLC /
Western Po we r Di s tribution (East Mid l a nd s) P LC ( dele t e as appli ca b le )