Exhibit






Exhibit 10(h)-3


EXECUTION VERSION
COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT 
(Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement)
This COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) dated as of January 4, 2017, is entered into by and among LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation (“Borrower”), the undersigned Lenders (as defined in the Credit Agreement) extending their Commitments (as defined in the Credit Agreement) (collectively, the “Extending Lenders”), the other Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and Issuing Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
RECITALS
A.     Borrower, the Extending Lenders, the Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent are parties to that certain Amended and Restated Revolving Credit Agreement dated as of July 28, 2014 (as amended, restated, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended hereby, the “Credit Agreement”).
B.    The Borrower desires to amend the Existing Credit Agreement to change the existing Termination Date, effective as of the date hereof, from December 31, 2020 to January 27, 2021, and to make certain additional changes to Section 2.08(d) of the Existing Credit Agreement, and the Lenders party hereto agree to such amendment (the “Termination Date Amendment”). Pursuant to Section 2.08(d) of the Credit Agreement, after giving effect to the Termination Date Amendment, Borrower has requested a further extension of the Termination Date (the “Commitment Extension”) of the Commitments by one year, from January 27, 2021 to January 27, 2022, effective on January 27, 2017 (the “Extension Date”).
C.    Each of the undersigned Extending Lenders has agreed to extend its Commitment in accordance with Schedule I hereto. 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.    Extension of Commitments. Effective as of the Extension Date, the Termination Date of the Commitment of each Extending Lender identified on Schedule I shall be extended to January 27, 2022, which, for purposes of Section 2.08(d)(ii) of the Credit Agreement, shall be the “Current Termination Date.” 
2.    Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date:
		
	1)
	Administrative Agent shall have received:


		
	a)
	counterparts of this Agreement, executed by Borrower and each Extending Lender;


		
	b)
	an Extension Letter;


		
	c)
	a certificate (in the form of Exhibit A hereto) of the Borrower dated the Extension Date signed by a Responsible Officer of the Borrower, certifying that:


		
	i)
	on such date, no Default under the Credit Agreement has occurred and is continuing;




1





		
	ii)
	the representations and warranties of the Borrower contained in the Credit Agreement are true and correct as of the Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date and except for the representations and warranties in Section 5.04(c), Section 5.05 and Section 5.13 of the Credit Agreement; and




2







		
	iii)
	any governmental, regulatory and third party approvals of any Governmental Authority, including, without limitation, the KPSC and/or FERC, required to authorize the Commitment Extension are attached thereto and remain in full force and effect.


		
	d)
	Opinions of counsel (in the form of Exhibit B) for the Borrower, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent.


		
	2)
	No action shall have been taken by any competent authority in connection with the approvals referred to in Section 2(1)(c)(iii) which could restrain or prevent the Commitment Extension or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Commitment Extension.


		
	3)
	Borrower shall have paid all fees and expenses that are required to be paid as of the date set forth in that certain fee letter dated October 31, 2016, between the Borrower and Wells Fargo Securities, LLC; 


		
	4)
	Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date.


3.    Termination Date Amendment. Upon execution of this Agreement by the requisite Lenders under Section 9.05 of the Existing Credit Agreement, with effect from and including the date hereof, (a) Section 1.01 of the Existing Credit Agreement is amended by amending the definition of “Termination Date” by replacing “December 31, 2020” in clause (i) thereof with “January 27, 2021,” and (b) Section 2.08(d)(ii) of the Existing Credit Agreement is amended by adding the words “up to” immediately prior to “one year after the Current Termination Date.”
4.    Miscellaneous. 
		
	(a) 
	(i) Headings and captions may not be construed in interpreting provisions; (ii) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (iii) this Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.


		
	(b)
	Upon and after the execution of this Agreement by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment shall constitute a Loan Document.


5.     FULL FORCE AND EFFECT; RATIFICATION; ENTIRE AGREEMENT. EXCEPT AS EXPRESSLY MODIFIED HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE EXISTING CREDIT AGREEMENT ARE UNCHANGED AND REMAINS IN FULL FORCE AND EFFECT, AND, AS MODIFIED HEREBY, THE BORROWER CONFIRMS AND RATIFIES ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE EXISTING CREDIT AGREEMENT. THIS AGREEMENT SHALL CONSTITUTE A LOAN DOCUMENT FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AGREEMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER OR THE ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER


3









WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 [Signature Pages to Follow]






4








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
	
				
	LOUISVILLE GAS AND ELECTRIC COMPANY
a Kentucky corporation

	By:
	         /s/ Daniel K. Arbough

	 
	Name: Daniel K. Arbough
	 

	 
	Title: Treasurer
	 



















	
				
	WELLS FARGO BANK, NATIONAL ASSOCIATION 
as Administrative Agent, Swingline Lender and Issuing Lender

	By:
	         /s/ Frederick W. Price
	 

	 
	Name:
	Frederick W. Price
	 

	 
	Title:
	Managing Director
	 

















	
				
	WELLS FARGO BANK, NATIONAL ASSOCIATION 
as an Extending Lender



	By:
	         /s/ Frederick W. Price
	 

	 
	Name:
	Frederick W. Price
	 

	 
	Title:
	Managing Director
	 























	
				
	BANK OF AMERICA, N.A. 
as an Extending Lender



	By:
	         /s/ Maggie Halleland
	 

	 
	Name:
	Maggie Halleland
	 

	 
	Title:
	Vice President
	 

















	
				
	JPMORGAN CHASE BANK, N.A. 
as an Extending Lender



	By:
	         /s/ Juan J. Javellana
	 

	 
	Name:
	Juan J. Javellana
	 

	 
	Title:
	Executive Director
	 

















	
				
	BARCLAYS BANK PLC 
as an Extending Lender



	By:
	         /s/ Vanessa A. Kurbatskiy
	 

	 
	Name:
	Vanessa A. Kurbatskiy
	 

	 
	Title:
	Vice President
	 

















	
				
	CITIBANK, N.A. 
as an Extending Lender



	By:
	         /s/ Richard Rivera
	 

	 
	Name:
	Richard Rivera
	 

	 
	Title:
	Vice President
	 

















	
				
	MIZUHO BANK, LTD. 
as an Extending Lender



	By:
	         /s/ David Lim
	 

	 
	Name:
	David Lim
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	THE BANK OF NOVA SCOTIA 
as an Extending Lender



	By:
	         /s/ David Dewar
	 

	 
	Name:
	David Dewar
	 

	 
	Title:
	Director
	 

















	
				
	THE BANK OF TOKYO-MITSUBISHI UFJ,  
 LTD., as an Extending Lender



	By:
	         /s/ Chi-Cheng Chen
	 

	 
	Name:
	Chi-Cheng Chen
	 

	 
	Title:
	Director
	 

















	
				
	BNP PARIBAS  
 as an Extending Lender



	By:
	         /s/ Francis DeLaney
	 

	 
	Name:
	Francis DeLaney
	 

	 
	Title:
	Managing Director


	 

	BNP PARIBAS  
 as an Extending Lender



	By:
	         /s/ Karima Omar
	 

	 
	Name:
	Karima Omar
	 

	 
	Title:
	Vice President
	 

















	
				
	CANADIAN IMPERIAL BANK OF 
COMMERCE, NEW YORK BRANCH
 as an Extending Lender



	By:
	         /s/ Gordon R. Eadon
	 

	 
	Name:
	Gordon R. Eadon
	 

	 
	Title:
	 Authorized Signatory
	 

	 
	 
	 
	 

	By:
	         /s/ Anju Abraham
	 

	 
	Name:
	Anju Abraham
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	CREDIT SUISSE AG, CAYMAN ISLANDS 
BRANCH
 as an Extending Lender



	By:
	         /s/ Mikhail Faybusovich
	 

	 
	Name:
	Mikhail Faybusovich
	 

	 
	Title:
	Authorized Signatory 




	 

	By:
	         /s/ Lorenz Meier
	 

	 
	Name:
	Lorenz Meier
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	GOLDMAN SACHS BANK USA 
as an Extending Lender



	By:
	         /s/ Josh Rosenthal
	 

	 
	Name:
	Josh Rosenthal
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	MORGAN STANLEY BANK, N.A. 
as an Extending Lender



	By:
	         /s/ Michael King
	 

	 
	Name:
	Michael King
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	ROYAL BANK OF CANADA 
as an Extending Lender



	By:
	         /s/ Frank Lambrinos
	 

	 
	Name:
	Frank Lambrinos
	 

	 
	Title:
	Authorized Signatory
	 

















	
				
	SUN TRUST BANK 
as an Extending Lender



	By:
	         /s/ Shannon Juhan
	 

	 
	Name:
	Shannon Juhan
	 

	 
	Title:
	Director
	 

















	
				
	UBS AG, STAMFORD BRANCH
 as an Extending Lender



	By:
	         /s/ Craig Pearson
	 

	 
	Name:
	Craig Pearson
	 

	 
	Title:
	Associate Director 




	 

	By:
	         /s/ Darlene Arias
	 

	 
	Name:
	Darlene Arias
	 

	 
	Title:
	Director
	 

















	
				
	U.S. BANK NATIONAL ASSOCIATION 
as an Extending Lender



	By:
	         /s/ James O’Shaughnessy
	 

	 
	Name:
	James O’Shaughnessy
	 

	 
	Title:
	Vice President
	 

















	
				
	THE BANK OF NEW YORK MELLON 
as an Extending Lender



	By:
	         /s/ Mark W. Rogers
	 

	 
	Name:
	Mark W. Rogers
	 

	 
	Title:
	Vice President
	 

















	
				
	PNC BANK, NATIONAL ASSOCIATION  
as an Extending Lender



	By:
	         /s/ Thomas E. Redmond
	 

	 
	Name:
	Thomas E. Redmond
	 

	 
	Title:
	Managing Director
	 

















SCHEDULE I
COMMITMENTS AND APPLICABLE PERCENTAGES OF EXTENDING LENDERS
	
						
	LENDERS
	 
	COMMITMENT
	 
	PERCENTAGE

	 
	 
	 
	 
	 

	Wells Fargo Bank, National Association
Bank of America, N.A.
JPMorgan Chase Bank, N.A.
Barclays Bank PLC
Citibank, N.A.
Mizuho Bank, Ltd.
The Bank of Nova Scotia
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
BNP Paribas
Canadian Imperial Bank of Commerce
Credit Suisse AG, Cayman Islands Branch
Goldman Sachs Bank USA
Morgan Stanley Bank, N.A.
Royal Bank of Canada
Suntrust Bank
UBS AG, Stamford Branch
U.S. Bank National Association
The Bank of New York Mellon
PNC Bank, National Association
	 
	$
	32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
25,000,000
15,000,000
15,000,000
	 
	6.5%
6.5%
6.5%
6.5%
6.5%
6.5%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
5.0%
3.0%
3.0%

	 
	 
	 
	 
	 
	 

	Total
	 
	$
	500,000,000
	 
	100%















Exhibit A – Form of Officer’s Certificate to be dated the Extension Date











Exhibit B – Form of Counsel’s Opinion to be dated the Extension Date