form10q-exhibit10f.htm



Exhibit 10(f)


 


 


COMMITMENT INCREASE AGREEMENT


 


 


(Commitment Increase Pursuant to Section 2.19 of Credit Agreement)


 


This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of April 20, 2012 (the “Increase Effective Date”), is entered into by and among PPL ELECTRIC UTILITIES CORPORATION., a Pennsylvania corporation (“Borrower”), the undersigned Lenders (as defined in the Credit Agreement) who are increasing their Commitments (as defined in the Credit Agreement) (collectively, the “Increasing Lenders”), the undersigned JLA Issuing Banks, who are consenting to the increase in Fronting Sublimit, 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 JLA Issuing Banks, certain other financial institutions, and the Administrative Agent are parties to that certain Revolving Credit Agreement dated as of December 31, 2010 (as amended, restated, or otherwise modified from time to time, the “Credit Agreement”).


 


B.      Pursuant to Section 2.19 of the Credit Agreement, this Agreement is being executed to evidence Borrower’s requested increase in the aggregate Commitments from $200,000,000 to $300,000,000, and to approve a corresponding increase to the Fronting Sublimit.


 


C.      Each of the undersigned Increasing Lenders has agreed to increase its Commitment in accordance with Schedule I hereto, and each of the undersigned JLA Issuing Banks has agreed to a corresponding increase in the Fronting Sublimit.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.      Increase in Commitments of Increasing Lenders. Effective as of the Increase Effective Date, each Increasing Lender identified on Schedule 1 agrees that its Commitment shall be in the amount set forth on Schedule 1.


 


2.      Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date, provided that: (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower, each Increasing Lender and each JLA Issuing Bank, (ii) a Notice of Revolving Increase, (iii) to the extent required by any Increasing Lender, a Note; and (b) Borrower shall have paid all fees and expenses that are required to be paid as of the Increase Effective Date.


 


3.      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.


 


4.      Consent of JLA Issuing Banks.  By signing this Agreement, each JLA Issuing Bank hereby agrees that the increase in Commitments effected pursuant to Section 1 above shall be included for the purpose of calculating the Fronting Sublimit for each JLA Issuing Bank.


 


5.      Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) 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.


 


6.      ENTIRE AGREEMENT. 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.


 


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

	  	
WELLS FARGO BANK, NATIONAL ASSOCIATION


as Administrative Agent


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Russell R. Clelland

	  	  	
Name

	
Keith Luettel


	  	
Title:

	
Assistant Treasurer

	  	  	
Title:

	
Vice President





























	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Increasing Lender and JLA Issuing Bank

	  	
BANK OF AMERICA, N.A., as Increasing Lender and JLA Issuing Bank


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Keith Luettel

	  	  	
Name

	
Mike Mason


	  	
Title:

	
Vice President

	  	  	
Title:

	
Director























	
THE ROYAL BANK OF SCOTLAND PLC, as Increasing Lender and JLA Issuing Bank

	  	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Increasing Lender and JLA Issuing Bank


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Tyler J. McCarthy

	  	  	
Name

	
Mikhail Faybusovich


	  	
Title:

	
Director

	  	  	
Title:

	
Director


	  	  	  	  	  	  	  
	  	  	  	  	
By:

	
/s/


	  	  	  	  	  	
Name

	
Kevin Buddhdew


	  	  	  	  	  	
Title:

	
Associate























	
THE BANK OF NOVA SCOTIA, as Increasing Lender

	  	
UNION BANK, N.A., as Increasing Lender


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Brenda S. Insull

	  	  	
Name

	
Y. Joanne Si


	  	
Title:

	
Authorized Signatory

	  	  	
Title:

	
Vice President























	
BARCLAYS BANK PLC, as Increasing Lender

	  	
BNP PARIBAS, as Increasing Lender


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Michael Mozer

	  	  	
Name

	
Pasquale A. Perraglia IV


	  	
Title:

	
Vice President

	  	  	
Title:

	
Vice President


	  	  	  	  	  	  	  
	  	  	  	  	
By:

	
/s/


	  	  	  	  	  	
Name

	
Claudia Zarate


	  	  	  	  	  	
Title:

	
Director























	
CITIBANK, N.A., as Increasing Lender

	  	
JPMORGAN CHASE BANK, N.A., as Increasing Lender


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Anita J. Brickell

	  	  	
Name

	
Juan Javellana


	  	
Title:

	
Vice President

	  	  	
Title:

	
Executive Director























	
MORGAN STANLEY BANK, N.A., as Increasing Lender

	  	
ROYAL BANK OF CANADA, as Increasing Lender


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Michael King

	  	  	
Name

	
Kyle E. Hoffman


	  	
Title:

	
Authorized Signatory

	  	  	
Title:

	
Authorized Signatory























	
UBS LOAN FINANCE LLC, as Increasing Lender

	  	
GOLDMAN SACHS BANK USA, as Increasing Lender


	
By:

	
/s/

	  	
By:

	
/s/


	  	
Name

	
Mary E. Evans

	  	  	
Name

	
Mark Walton


	  	
Title:

	
Associate Director

	  	  	
Title:

	
Authorized Signatory


	  	  	  	  	  	  	  
	
By:

	
/s/

	  	  	  
	  	
Name

	
Joselin Fernandes

	  	  	  	  
	  	
Title:

	
Associate Director

	  	  	  	  









  





  











  






SCHEDULE 1


 


 


COMMITMENTS AND APPLICABLE PERCENTAGES


 







 




	

                                                               LENDERS                                                       



	

COMMITMENT1




	  	  	  	  
	
Wells Fargo Bank, National Association

	
$

	
19,750,000

	  
	
Bank of America, N.A.

	  	
19,750,000

	  
	
The Royal Bank of Scotland plc

	  	
19,750,000

	  
	
Credit Suisse AG, Cayman Islands Branch

	  	
16,000,000

	  
	
The Bank of Nova Scotia

	  	
16,000,000

	  
	
Union Bank, N.A.

	  	
11,250,000

	  
	
Barclays Bank PLC

	  	
16,000,000

	  
	
BNP Paribas

	  	
16,000,000

	  
	
Citibank, N.A.

	  	
16,000,000

	  
	
JPMorgan Chase Bank, N.A.

	  	
16,000,000

	  
	
Morgan Stanley Bank, N.A.

	  	
16,000,000

	  
	
Royal Bank of Canada

	  	
16,000,000

	  
	
UBS Loan Finance LLC

	  	
16,000,000

	  
	
Goldman Sachs Bank USA

	  	
16,000,000

	  
	  	  	  	  
	
Total

	
$

	
230,500,000

	  














1 Note: this is the aggregate commitment giving effect to the increase.


Schedule 1 to


Commitment Increase Agreement