the $54,998,630.14 Letter of Credit issued by SMBC to Deutsche
Bank Trust Company Americas and (d) Reimbursement Agreement, dated as of May 2,
2011, with respect to the $79,388,898.11 Letter of Credit issued by SMBC to
Deutsche Bank Trust Company Americas, in each case between the Borrower and SMBC
(each, an "SMBC Reimbursement Agreement") shall be amended as follows:
(a) The introductory paragraph of each SMBC Reimbursement Agreement is hereby
amended and restated in its entirety as follows:
Reference is hereby made to the $198,309,583.05 Amended and Restated Letter of
Credit Agreement (as amended, amended and restated, supplemented or modified
from time to time, the "Letter of Credit Agreement") dated as of August 16,
2012, among Kentucky Utilities Company (the "Borrower"), the lending
institutions party thereto from time to time, Banco Bilbao Vizcaya Argentaria,
S.A., New York Branch, as Administrative Agent and Sumitomo Mitsui Banking
Corporation, New York Branch, as Issuing Lender.
Terms used herein and not
otherwise defined herein have, as used herein, the respective meanings provided
for in ‎Section 18.
(b) Section 3 of each SMBC Reimbursement Agreement is hereby amended by
inserting the term (i) "and Repayment of Loans Under the Letter of Credit
Agreement" immediately following the term "Letter of Credit" in the heading
thereof, (ii) "or make a Loan under the Credit Agreement" immediately following
the term "Letter of Credit" in the third line of clause (a) thereof, (iii) "or
repay the full amount of such Loan" immediately following the term "such
Drawing" in the third line of clause (a) thereof, (iv) "or Section 2.11, as
applicable," immediately following the term" Section 3.07" in the fourth line of
clause (a) thereof,(v) "(or the obligations of the Borrower to repay any Loan
made in respect thereof)" immediately following the term "any Liquidity Drawing"
in the ninth line of clause (b) thereof, (vi) "or to repay such Loan"
immediately following the term "such Drawing" in the eleventh line of clause (b)
thereof and (vii) "(or upon the repayment or any Loan made in respect thereof)"
immediately following the term "any Liquidity Drawing" in the first line of
clause (c) thereof.
(b)
Section 18 of each SMBC Reimbursement Agreement is hereby amended
by adding the following defined term in its appropriate alphabetical order:
"Loans" means "Loans" as defined in the Letter of Credit Agreement.
Section 3.
Effect of Amendment.
On and after the Amendment and Restatement
Date, (i) each reference to "this Agreement", "hereof", "hereunder", "herein"
and "hereby" and each other similar reference contained in the Original Letter
of Credit Agreement, and each reference to "the Letter of Credit Agreement",
"thereof", "thereunder", "therein" and "thereby" and each other similar
reference to the Original Letter of Credit Agreement contained in any other Loan
Document shall be deemed a reference to the Amended Letter of Credit Agreement
and (ii) each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar
2
reference contained in each SMBC Reimbursement Agreement, and each reference to
"the Reimbursement Agreement", "thereof",