form10q-exhibit10b.htm



Exhibit 10(b)


 


AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT


 


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”).


 


RECITALS:


 


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