EX-10.3 2 exhibit103.htm EX-10.3
Exhibit 10.3
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 10, 2024 (the “Third Amendment Effective Date”), amends the Second Amended and Restated Credit Agreement, dated as of September 10, 2021 (as amended or otherwise modified, the “Credit Agreement”) among Portland General Electric Company (the “Borrower”), the financial institutions from time to time parties thereto as lenders (collectively, together with their respective successors and assigns, the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the parties hereto desire to amend and otherwise modify the Credit Agreement as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendment to Credit Agreement. Section 10.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
10.11 Lender Credit Decision. Each Lender and each L/C Issuer expressly acknowledges that none of the Agent, any Arranger or any of their respective directors, officers, agents or employees has made any representations or warranties to it and that no act taken or failure to act by the Agent, any Arranger or any of their respective directors, officers, agents or employees, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower and its Subsidiaries or Affiliates shall be deemed to constitute a representation or warranty of the Agent, any Arranger or any of their respective directors, officers, agents or employees to any Lender or any L/C Issuer as to any matter, including whether the Agent, any Arranger or any of their respective directors, officers, agents or employees have disclosed material information in their (or their respective directors’, officers’, agents’ or employees’) possession. Each Lender and each L/C Issuer expressly acknowledges, represents and warrants to the Agent and each Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of investing in the general performance or operations of the Borrower and its Subsidiaries, or the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Agent, any Arranger, any other Lender or any of their respective directors, officers, agents or employees and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, all applicable bank or other regulatory applicable laws relating to the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a

party and to extend credit hereunder and thereunder. Each Lender and each L/C Issuer also acknowledges and agrees that (i) it will, independently and without reliance upon the Agent, any Arranger or any other Lender or any of their respective directors, officers, agents or employees (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the Borrower and its Subsidiaries and (ii) it will not assert any claim under any federal or state securities law or otherwise in contravention of this Section 10.11.
SECTION 2 Extension. Pursuant to Section 2.18 of the Credit Agreement, the Borrower has requested that the Scheduled Termination Date for each Lender be extended for one additional year to September 10, 2029. By executing this Amendment, each Lender agrees to: (a) waive the timing requirements set forth in Section 2.18 of the Credit Agreement for the submission of an Extension Request, for the Response Date and for the Agent’s notice to the Borrower of the Lenders’ elections and (b) extend its Scheduled Termination Date to September 10, 2029.
SECTION 3 Representations and Warranties; No Conflicts.
3.1 Representations and Warranties of all Parties. Each party hereto represents and warrants that (a) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (b) this Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution or delivery by such Person of this Amendment.
3.2 Representations and Warranties of Borrower. The Borrower represents and warrants to the Lenders that (a) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) and (b) immediately before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Unmatured Default.
3.3 No Conflicts. Neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated herein, nor performance of and compliance with the terms and provisions hereof by the Borrower will (a) violate, contravene or conflict with any provision of its respective articles or certificate of incorporation, bylaws or other organizational or governing

document or (b) violate, contravene or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, material contract or permit applicable to the Borrower.
SECTION 4 Effective Date. This Amendment shall become effective as of the Third Amendment Effective Date upon satisfaction of the following conditions precedent:
4.1 Receipt by the Agent of counterparts of this Amendment executed by the Borrower, the Required Lenders, each Lender extending its Scheduled Termination Date and the Agent.
4.2 Receipt by the Agent of:
(a) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions authorizing the execution of this Amendment by the Borrower.
(b) Evidence, in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals, if any, necessary for it to enter into this Amendment, including, without limitation, the approval of the Public Utility Commission of Oregon.
4.3 The Borrower shall have delivered to the Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations) to the extent requested at least ten (10) Business Days prior to the Third Amendment Effective Date, in each case at least five (5) Business Days prior to the Third Amendment Effective Date.
4.4 The Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the effective date of this Amendment, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
SECTION 5 Miscellaneous.
5.1 Continuing Effectiveness. As hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness hereof, all references in the Credit Agreement or other Loan Documents to the “Agreement”, the “Credit Agreement” or similar terms shall refer to the Credit Agreement, as amended hereby. This Amendment is a Loan Document.
5.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. A counterpart hereof, or a signature page hereto, delivered to the Agent by facsimile or electronic mail (in a .pdf or similar file) shall be effective as delivery of a manually-signed counterpart hereof.
5.3 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Agent, including reasonable fees and charges of special counsel to the Agent, in connection with the preparation, execution and delivery of this Amendment.

5.4 Governing Law. This Amendment shall be construed in accordance with and governed by the internal laws (without regard to the conflict of laws provisions) of the State of New York.
5.5 Successors and Assigns. This Amendment shall be binding upon the Borrower, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Agent and the respective successors and assigns of the Lenders and the Agent.
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
PORTLAND GENERAL ELECTRIC COMPANY
By: /s/ Christopher Liddle
Name: Christopher A. Liddle
Title: Sr. Director, Risk Management & Assistant Treasurer

ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By: /s/ Whitney Shellenberg
Name: Whitney Shellenberg
Title: Executive Director

LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Lender and L/C Issuer
By: /s/ Whitney Shellenberg
Name: Whitney Shellenberg
Title: Executive Director

BANK OF AMERICA, N.A., as a Lender and L/C Issuer
By: /s/ Mark S. Halversen
Name: Mark S. Halversen
Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender and L/C Issuer
By: /s/ Sydney G. Dennis
Name: Sydney G. Dennis
Title: Director

JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer
By: /s/ Khawaja Tariq
Name: Khawaja Tariq
Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender and L/C Issuer
By: /s/ Eugene Butera
Name: Eugene Butera
Title: Vice President

BMO HARRIS BANK N.A., as a Lender
By: /s/ Seth Harris
Name: Seth Harris
Title: Director

COBANK, ACB, as a Lender
By: /s/ Kelli Cholas
Name: Kelli Cholas
Title: Assistant Corporate Secretary

THE NORTHERN TRUST COMPANY, as a Lender
By: /s/ Jeffrey Leets
Name: Jeffrey Leets
Title: Vice President

MIZUHO BANK, LTD., as a Lender
By: /s/ Edward Sacks
Name: Edward Sacks
Title: Managing Director