Amendment No. 1, dated as of June 13, 2011, to the Revolving Credit Agreement dated as of November 1, 2010 among Louisville Gas and Electric Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender

 

 

AMENDMENT dated as of June 13, 2011 (this “Amendment”) to the Revolving Credit Agreement dated as of November 1, 2010 (the “Credit Agreement”) among LOUISVILLE GAS AND ELECTRIC COMPANY (the “Borrower”), the LENDERS party thereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender (the “Agent”).

 

 

WHEREAS, the parties hereto desire to amend the Credit Agreement to modify the definition of “Borrower’s Rating”.  The parties hereto therefore agree as follows:

 

Section 1.  Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby and each reference to “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Credit Agreement contained in any other Loan Document shall, after this treatment becomes effective refer to the Credit Agreement as amended hereby.

 

Section 2.  Amendments of Credit Agreement Definitions.

 

(a)  The definition of “Borrower’s Rating” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety:

 

“Borrower’s Rating” means the senior secured long-term debt rating of the Borrower from S&P or Moody’s.

 

(b)  The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety:

 

“Applicable Percentage” means, for purposes of calculating (i) the applicable interest rate for any day for any Base Rate Loans or Euro-Dollar Loans, (ii) the applicable rate for the Commitment Fee for any day for purposes of Section 2.07(a) or (iii) the applicable rate for the Letter of Credit Fee for any day for purposes of Section 2.07(b), the appropriate applicable percentage set forth below corresponding to one rating level below the then current highest Borrower’s Ratings; provided, that, in the event that the Borrower’s Ratings shall fall within different levels and ratings are maintained by both Rating Agencies, the applicable rating shall be based on the higher of the two ratings unless one of the ratings is two or more levels lower than the other, in which case the applicable rating shall be determined by reference to the level one rating lower than the higher of the two ratings:

 

	Borrower’s Ratings (S&P /Moody’s)	Applicable Percentage for Commitment Fees	Applicable Percentage for Base Rate Loans	Applicable Percentage for Euro-Dollar Loans and Letter of Credit Fees
Category A	> A- from S&P / A3 from Moody’s	0.200%	0.75%	1.75%
Category B	BBB+ from S&P / Baa1 from Moody’s	0.250%	1.00%	2.00%
Category C	BBB from S&P / Baa2 from Moody’s	0.375%	1.25%	2.25%
Category D	BBB- from S&P / Baa3 from Moody’s	0.500%	1.50%	2.50%
Category E	≤BB+ from S&P / Ba1 from Moody’s	0.625%	2.00%	3.00%

 

Section 3.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4. Full Force and Effect; Ratification.  Except as expressly modified herein, all of the terms and conditions of the Credit Agreement are unchanged, and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set forth herein.

Section 5.  Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 6.  Effectiveness.  This Amendment shall become retroactively effective as of May 1, 2011, on the date when the Agent shall have received from each of the Borrower and the Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

LOUISVILLE GAS AND ELECTRIC COMPANY
By:	/s/ Daniel K. Arbough
	Name:  Daniel K. Arbough
	Title:    Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender, Swingline Lender and Lender
By:	/s/ Nick Schmiesing
	Name:  Nick Schmiesing
	Title:    Assistant Vice President

Bank of America, N.A.
By:	/s/ Mike Mason
	Name:  Mike Mason
	Title:    Director

CREDIT SUISSE AG, Cayman Islands Branch
By:	/s/ Jay Chall
	Name:  Jay Chall
	Title:    Director

By:	/s/ Vipul Dhadda
	Name:  Vipul Dhadda
	Title:    Associate

Barclays Bank PLC
By:	/s/ May Huang
	Name:  May Huang
	Title:    Assistant Vice President

BNP Paribas
By:	/s/ Pasquale A. Perraglia IV
	Name:  Pasquale A. Perraglia IV
	Title:    Vice President

By:	/s/ Mark A. Renaud
	Name:  Mark A. Renaud
	Title:    Managing Director

CITIBANK, N.A.
By:	/s/ Mary Beth Mandanas
	Name:  Mary Beth Mandanas
	Title:    Vice President

JPMorgan Chase Bank, N.A., as a Lender
By:	/s/ Juan Javellana
	Name:  Juan Javellana
	Title:    Executive Director

MORGAN STANLEY BANK, N.A.
By:	/s/ Scott Taylor
	Name:  Scott Taylor
	Title:    Authorized Signatory

ROYAL BANK OF CANADA
By:	/s/ Thomas Casey
	Name:  Thomas Casey
	Title:    Authorized Signatory

THE BANK OF NOVA SCOTIA
By:	/s/ Thane Rattew
	Name:  Thane Rattew
	Title:    Managing Director

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ Mary Coseo
	Name:  Mary Coseo
	Title:    Vice President

Union Bank, N.A.
By:	/s/ Hideyuki Okamoto
	Name:  Hideyuki Okamoto
	Title:    Vice President

 

The Royal Bank of Scotland plc as a Lender
By:	/s/ Andrew N. Taylor
	Name:  Andrew N. Taylor
	Title:    Vice President

UBS Loan Finance LLC
By:	/s/ Irja R. Otsa
	Name:  Irja R. Otsa
	Title:    Associate Director

By:	/s/ Mary E. Evans
	Name:  Mary E. Evans
	Title:    Associate Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Dixon Schultz
	Name:  Dixon Schultz
	Title:    Managing Director

By:	/s/ Sharada Manne
	Name:  Sharada Manne
	Title:    Director

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Phillippe Sandmeier
	Name:  Phillippe Sandmeier
	Title:    Managing Director

By:	/s/ Edward D. Herko
	Name:  Edward D. Herko
	Title:    Director

KEYBANK NATIONAL ASSOCIATION as Lender
By:	/s/ Paul J. Pace
	Name:  Paul J. Pace
	Title:    Senior Vice President

Lloyds TSB Bank plc
By:	/s/ Deborah Carlson
	Name:  Deborah Carlson
	Title:    Director              Corporate Banking USA              C103

By:	/s/ Christian Hammerbeck
	Name:  Christian Hammerbeck
	Title:    Vice President              Corporate Banking USA              H057

U.S. Bank National Association
By:	/s/ Paul Vastola
	Name:  Paul Vastola
	Title:    Sr. Vice President

BANCO BILBAO VIZCAYA ARGENTARIA S.A. – NEW YORK BRANCH
By:	/s/ Nietzsche Rodricks
	Name:  Nietzsche Rodricks
	Title:    Senior Banker

By:	/s/ Michael Oka
	Name:  Michael Oka
	Title:    Executive Director

THE BANK OF NEW YORK MELLON
By:	/s/ John N. Watt
	Name:  John N. Watt
	Title:    Vice President

Bayerische Landesbank, New York Branch
By:	/s/ Rolf Siebert
	Name:  Rolf Siebert
	Title:    Senior Vice President

By:	/s/ Michael Hintz
	Name:  Michael Hintz
	Title:    First Vice President

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Leon Mo
	Name:  Leon Mo
	Title:    Authorized Signatory

Sovereign Bank
By:	/s/ Robert D. Lanigan
	Name:  Robert D. Lanigan
	Title:    SVP

SUNTRUST BANK
By:	/s/ Andrew Johnson
	Name:  Andrew Johnson
	Title:    Director

CIBC Inc.
By:	/s/ Robert Casey
	Name:  Robert Casey
	Title:    Executive Director

By:	/s/ Josh Hogarth
	Name:  Josh Hogarth
	Title:    Director

Fifth Third Bank
By:	/s/ Randolph J. Stierer
	Name:  Randolph J. Stierer
	Title:    Vice President

PNC Bank, National Association
By:	/s/ Edward M. Tessalone
	Name:  Edward M. Tessalone
	Title:    Senior Vice President              PNC Bank, N.A.

Sumitomo Mitsui Banking Corporation
By:	/s/ Masakazu Hasegawa
	Name:  Masakazu Hasegawa
	Title:    General Manager

Wing Lung Bank Ltd., Los Angeles Branch, as a Lender
By:	/s/ Anthony P.S. Yip
	Name:  Anthony P.S. Yip
	Title:    V.P. & Manager

THE NORTHERN TRUST COMPANY
By:	/s/ Peter J. Hallan
	Name:  Peter J. Hallan
	Title:    Vice President