Exhibit








Exhibit 10(e)-4
EXECUTION VERSION
COMMITMENT EXTENSION AND INCREASE AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT 
(Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Commitment Increase Pursuant to Section 2.19 and Amendment Pursuant to Section 9.05 of Existing Credit Agreement)
This COMMITMENT EXTENSION AND INCREASE AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) dated as of December 1, 2016, is entered into by and among PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania 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 undersigned lenders providing the increased Commitments (collectively, the “Increasing Lenders”) 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 Increasing Lenders, 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 Section 2.08(d) of the Existing Credit Agreement to change the existing extension provisions, effective as of the date hereof, and the Lenders party hereto agree to such amendment (the “Extension Amendment”). Pursuant to Section 2.08(d) of the Credit Agreement, after giving effect to the Extension Amendment, Borrower has requested an extension of the Termination Date (the “Commitment Extension”) of the Commitments from January 29, 2021 to January 27, 2022, effective on January 27, 2017 (the “Extension Date”).
C.     Pursuant to Section 2.19 of the Existing Credit Agreement, this Agreement is being executed to evidence Borrower’s requested increase in the aggregate Lenders’ Commitments from $400,000,000 to $650,000,000 (the “Commitment Increase”), effective on the Increase Effective Date (as hereafter defined in Section 3).
D.    Each of the undersigned Extending Lenders has agreed to extend its Commitment in accordance with Schedule I hereto. Each of the undersigned Increasing Lenders has agreed to increase its Commitment in accordance with Schedule II 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 and/or Increase in 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.” Effective as of the Increase Effective Date, each Increasing Lender identified on Schedule II agrees that its aggregate Commitment shall be in the amount set forth on Schedule II.
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;


		
	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


		
	iii)
	any governmental, regulatory and third party approvals of any Governmental Authority, including, without limitation, the PUC 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.    Conditions Precedent to Effectiveness of Commitment Increase. Subject to the satisfaction of the following conditions, the Commitment Increase shall be effective as of the date hereof (such date the “Increase Effective Date”):
		
	1)
	Administrative Agent shall have received:


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


		
	b)
	a Notice of Revolving Increase Letter;


		
	c)
	a certificate of the Secretary or Assistant Secretary of the Borrower dated the Increase Effective Date, certifying that the resolutions adopted by the Borrower authorizing the Commitment Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect.


		
	d)
	a certificate of the Borrower dated the Increase Effective Date signed by a Responsible Officer of the Borrower, certifying that:


		
	i)
	the representations and warranties of the Borrower contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects  as of such earlier date;  


		
	ii)
	on such date and after giving effect to the Commitment Increase, no Default under the Credit Agreement has occurred and is continuing; and




    







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


		
	2)
	No action shall have been taken by any competent authority in connection with the approvals referred to in Section 3(1)(d)(iii) which could restrain or prevent the Commitment Increase or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Commitment Increase.


		
	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.    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, 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.”
5.    Changes in Commitment Ratios. On the Increase Effective Date, the Commitment Ratio of the Lenders shall be redetermined giving effect to the adjustments to the Commitments referred to in Section 1, and the participations of the Lenders in and the obligations of the Lenders in respect of any Letters of Credit outstanding on the Increase Effective Date shall be reallocated to reflect such redetermined Commitment Ratio.
6.    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.


7.     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 APPROVED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER 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]


    







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
	
			
	PPL ELECTRIC UTILITIES CORPORATION 
a Pennsylvania corporation

	By:
	 
	/s/ Joseph P. Bergstein, Jr.

	 
	Name:
	Joseph P. Bergstein, Jr.

	 
	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 Increasing Lender

	 
	By:
	 
	/s/ Frederick W. Price

	 
	 
	Name:
	Frederick W. Price

	 
	 
	Title:
	Managing Director








    









	
				
	WELLS FARGO BANK, NATIONAL ASSOCIATION 
as an Extending Lender

	 
	By:
	 
	/s/ Fredrick W. Price

	 
	 
	Name:
	Frederick W. Price

	 
	 
	Title:
	Managing Director






    









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

	 
	By:
	 
	/s/ Maggie Halleland

	 
	 
	Name:
	Maggie Halleland

	 
	 
	Title:
	Vice President






    









	
				
	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 Increasing Lender

	 
	By:
	 
	/s/ Juan J. Javellana

	 
	 
	Name:
	Juan J. Javellana

	 
	 
	Title:
	Executive Director






    









	
				
	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 Increasing Lender

	 
	By:
	              /s/ Vanessa Kurbatskiy

	 
	 
	Name:
	Vanessa Kurbatskiy

	 
	 
	Title:
	Vice President






    







 - -
	
				
	BARCLAYS BANK PLC 
as an Extending Lender

	 
	By:
	              /s/ Vanessa Kurbatskiy

	 
	 
	Name:
	Vanessa Kurbatskiy

	 
	 
	Title:
	Vice President






    









	
				
	CITIBANK, N.A., 
as an Increasing Lender

	 
	By:
	              /s/ Richard Rivera

	 
	 
	Name:
	Richard Rivera

	 
	 
	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 Increasing Lender

	 
	By:
	             /s/ David Lim

	 
	 
	Name:
	David Lim

	 
	 
	Title:
	Authorized Signatory






    









	
				
	MIZUHO BANK, LTD. 
as an Extending Lender

	 
	By:
	              /s/ David Lim

	 
	 
	Name:
	David Lim

	 
	 
	Title:
	Authorized Signatory






    









	
				
	THE BANK OF NOVA SCOTIA 
as an Increasing Lender

	 
	By:
	              /s/ David Dewar

	 
	 
	Name:
	David Dewar

	 
	 
	Title:
	Director






    









	
				
	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 Increasing Lender

	 
	By:
	               /s/ Chi-Cheng Chen

	 
	 
	Name:
	Chi-Cheng Chen

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Francis DeLaney

	 
	 
	Name:
	Francis DeLaney

	 
	 
	Title:
	Managing Director






	
				
	BNP PARIBAS 
as an Increasing Lender

	 
	By:
	              /s/ Karima Omar

	 
	 
	Name:
	Karima Omar

	 
	 
	Title:
	Vice President






    









	
				
	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 Increasing Lender

	 
	By:
	              /s/ Gordon R. Eadon

	 
	 
	Name:
	Gordon R. Eadon

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	By:
	              /s/ Anju Abraham

	 
	 
	Name:
	Anju Abraham

	 
	 
	Title:
	Authorized Signatory






    









	
				
	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 Increasing Lender

	 
	By:
	              /s/ Mikhail Faybusovich

	 
	 
	Name:
	Mikhail Faybusovich

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	By:
	              /s/ Lorenz Meier

	 
	 
	Name:
	Lorenz Meier

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Josh Rosenthal

	 
	 
	Name:
	Josh Rosenthal

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Michael King

	 
	 
	Name:
	Michael King

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Frank Lambrinos

	 
	 
	Name:
	Frank Lambrinos

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Shannon Juhan

	 
	 
	Name:
	Shannon Juhan

	 
	 
	Title:
	Director








    









	
				
	SUN TRUST BANK 
as an Extending Lender

	 
	By:
	              /s/ Shannon Juhan

	 
	 
	Name:
	Shannon Juhan

	 
	 
	Title:
	Director








    









	
				
	UBS AG, STAMFORD BRANCH 
as an Increasing Lender

	 
	By:
	              /s/ Craig Pearson

	 
	 
	Name:
	Craig Pearson

	 
	 
	Title:
	Associate Director

	 
	 
	 
	 

	 
	By:
	              /s/ Darlene Arias

	 
	 
	Name:
	Darlene Arias

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ James O’Shaughnessy

	 
	 
	Name:
	James O’Shaughnessy

	 
	 
	Title:
	Vice President








    









	
				
	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 Increasing Lender

	 
	By:
	              /s/ Mark W. Rogers

	 
	 
	Name:
	Mark W. Rogers

	 
	 
	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 Increasing Lender

	 
	By:
	              /s/ Thomas E. Redmond

	 
	 
	Name:
	Thomas E. Redmond

	 
	 
	Title:
	Managing Director








    









	
				
	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
	 
	$
	42,250,000
42,250,000
42,250,000
42,250,000
42,250,000
42,250,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
19,500,000
19,500,000


	 
	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
	 
	$
	650,000,000
	 
	100%






    







SCHEDULE II
COMMITMENTS AND APPLICABLE PERCENTAGES OF INCREASING 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
	 
	$
	42,250,000
42,250,000
42,250,000
42,250,000
42,250,000
42,250,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
32,500,000
19,500,000
19,500,000


	 
	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
	 
	$
	650,000,000
	 
	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