Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
Amendments to Existing Revolving Credit Facilities
On October 20, 2023, FE and certain of its subsidiaries entered into the following amendments to each of the 2021 Credit Facilities to, among other things, (i) amend the FE Revolving Facility to release FET as a borrower and (ii) extend the maturity date of the 2021 Credit Facilities for an additional one-year period, from October 18, 2026 to October 18, 2027:
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Amendment No. 2 to Credit Agreement and Consent, Limited Waiver and Limited Release, dated as of October 20, 2023, among FE, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent;
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Amendment No. 2 to Credit Agreement and Consent and Limited Waiver, dated as of October 20, 2023, among CEI, OE and TE, as borrowers, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent;
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Amendment No. 2 to Credit Agreement and Consent and Limited Waiver, dated as of October 20, 2023, among ME, PN, Penn and WP, as borrowers, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent;
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Amendment No. 2 to Credit Agreement, dated as of October 20, 2023, among JCP&L, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent;
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Amendment No. 2 to Credit Agreement, dated as of October 20, 2023, among MP and PE, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent; and
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Amendment No. 2 to Credit Agreement and Consent and Limited Waiver, dated as of October 20, 2023, among ATSI, MAIT and TrAIL, as borrower, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent.
The foregoing descriptions of the amendments to the 2021 Credit Facilities above do not purport to be complete and are qualified in their entirety by reference to the agreements themselves.
Entry into New Revolving Credit Facilities
On October 20, 2023, each of FET and KATCo entered into the 2023 Credit Facilities, as follows:
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the Credit Agreement, dated as of October 20, 2023, among FET, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, establishing the $1.0 billion FET Revolving Facility; and
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the Credit Agreement, dated as of October 20, 2023, among KATCo, as borrower, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent, establishing the $150 million KATCo Revolving Facility.
Under the FET Revolving Facility, $1.0 billion is available to be borrowed, repaid and reborrowed until October 20, 2028. Under the KATCo Revolving Facility, (i) $150 million is available to be borrowed, repaid and reborrowed until October 20, 2027, (ii) borrowings will mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended; upon KATCo demonstrating to the administrative agent authorization to borrow amounts maturing more than 364 days from the date of borrowing, its borrowings will mature on the latest commitment termination date.
Borrowings under the 2023 Credit Facilities may take the form of alternate base rate advances or term SOFR rate advances, borrowed pro rata from all lenders in proportion to their respective commitments. Outstanding alternate base rate advances will bear interest at a fluctuating interest rate per annum equal to the sum of an applicable margin for alternate base rate advances determined by reference to the applicable borrower’s then-current senior unsecured non-credit enhanced debt ratings (reference ratings) plus the highest of (i) the “prime rate” published by the Wall Street Journal from time to time, (ii) the sum of 1/2 of 1% per annum plus the federal funds rate in effect from time to time and (iii) the adjusted term SOFR rate for a one-month interest period plus 1%. Outstanding term SOFR rate advances will bear interest at the term SOFR rate for interest periods of one, three or six months plus an applicable margin determined by reference to the applicable borrower’s reference ratings. Changes in reference ratings of a borrower would lower or raise its applicable margin depending on whether ratings improved or were lowered, respectively.
Under each of the 2023 Credit Facilities, the applicable borrower will pay the lenders a commitment fee on the amount of the unused commitments on a quarterly basis.
In addition, under each of the 2023 Credit Facilities, borrowers may request from time to time the issuance of letters of credit which are renewable upon the request of the borrowers and which expire upon the earlier of one year from the date of issuance or the third business day preceding the commitment termination date applicable to the issuing bank under the applicable 2023 Credit Facility. The stated amount of outstanding letters of credit will count against total commitments available under the 2023 Credit Facilities and against the applicable borrower’s sub-limit under such facility. Currently, the initial fronting banks have agreed to issue up to an aggregate amount of letters of credit with respect to (a) the FET Revolving Facility, $100 million and (b) the KATCo Revolving Facility, $35 million. Each borrower will pay the lenders a fee equal to the then-applicable margin for term SOFR rate advances for such borrower multiplied by the stated amount of each letter of credit issued for its account, in each case for the number of days that such letter of credit is issued but undrawn, payable quarterly in arrears.
Under the terms of the 2023 Credit Facilities, borrowings are available upon customary representations and warranties, terms and conditions for facilities of this type, and the borrowers are subject to certain customary affirmative and negative covenants. Under the 2023 Credit Facilities, each borrower is also required to maintain a consolidated debt to total capitalization ratio, as defined in each of the 2023 Credit Facilities, which in the case of KATCo, is of no more than 0.65 to 1.00, and in the case of FET, is of no more than 0.75 to 1.00.
The borrowers paid customary arrangement, upfront and fronting fees to the arranging banks and other lenders in connection with the closing of the 2023 Credit Facilities. The borrowers maintain ordinary banking and investment banking relationships with lenders under the 2023 Credit Facilities.
The foregoing descriptions of the 2023 Credit Facilities above do not purport to be complete and are qualified in their entirety by reference to the agreements themselves.
Trading Arrangements
During the quarter ended September 30, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of FE adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
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