Exhibit 10.01
WAIVER
WAIVER, dated as of April 13,
2009 (this “ Waiver ”), to the Credit Agreement,
dated as of December 14, 2006 (as amended, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among Xcel Energy, Inc., a Minnesota
corporation (the “ Borrower ”), the several
banks and other financial institutions from time to time parties
thereto (the “ Lenders ”), JPMorgan Chase Bank,
N.A., as administrative agent for the Lenders (in such capacity,
the “ Administrative Agent ”), and the other
Agents party thereto.
W I T N
E S S E
T H:
WHEREAS, the Borrower, the Lenders
and the Administrative Agent are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested
that certain provisions of the Credit Agreement be waived as set
forth herein to effect the termination of the Revolving Commitment
of Lehman Brothers Bank, FSB (“ Lehman ”)
without the pro rata reduction of the Revolving Commitment of any
other Lender; and
WHEREAS, the Lenders are willing to
agree to such waivers on the terms set forth herein;
NOW THEREFORE, in consideration of
the premises herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Defined Terms
. Unless otherwise defined
herein, capitalized terms used herein which are defined in the
Credit Agreement are used herein as therein defined.
2.
Waiver and Consent
. (a) The parties hereto hereby
agree that effective as of the Effective Date (as defined below),
the Revolving Commitment of Lehman shall be permanently terminated
in full (the “ Lehman Termination ”) and waive
compliance with Section 2.11 of the Credit Agreement with
respect to the Lehman Termination. From and after the Effective
Date, Lehman shall have no further rights or obligations under the
Credit Agreement, other than those rights and obligations which, by
their terms, survive the termination of any of the Revolving
Commitments and/or the repayment in full of the
Obligations.
(b) Other than with respect to
the Lehman Termination, this Waiver shall in no way be deemed to
waive, alter or otherwise modify the pro rata sharing of payments
provisions of Section 2.11 of the Credit Agreement, all of
which remain in full force and effect as written. For avoidance of
doubt, the Borrower shall not be required to make any payment under
Section 2.3(a) or otherwise in respect of the Revolving
Commitment of Lehman for any period after January 1,
2009.
3.
Amendment . (a) As of the effective date,
Schedule 1.1A shall be amended to remove Lehman as a Lender under
the Credit Agreement and change the amount of the Total Revolving
Commitments to $771,555,555.56.
(b) For the purpose of
determining the Revolving Percentages of the L/C Participants (or
other
