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 of the Borrower dated the Extension Date and 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 KPSC and/or FERC, required to authorize the Commitment Extension are attached thereto and remain in full force and effect. |
d) | Opinions of (i) Pillsbury Winthrop Shaw Pittman LLP, counsel to the Borrower, and (ii) in-house counsel of 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 December 15, 2017, 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. |
(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. |
LOUISVILLE GAS AND ELECTRIC COMPANY a Kentucky corporation | ||||
By: | ||||
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 r | ||||
By: | /s/ Juan J. Javellana | |||
Name: | Juan J. Javellana | |||
Title: | Executive Director |
BARCLAYS BANK PLC as an Extending Lender | ||||
By: | /s/ Sydney G. Dennis | |||
Name: | Sydney G. Dennis | |||
Title: | Director |
CITIBANK, N.A. as an Extending Lender | ||||
By: | /s/ Richard D. Rivera | |||
Name: | Richard Rivera | |||
Title: | Vice President |
MIZUHO BANK, LTD. as an Extending Lender | ||||
By: | /s/ Nelson Chang | |||
Name: | Nelson Chang | |||
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 | |||
By: | /s/ Theodore Sheen | |||
Name: | Theodore Sheen | |||
Title: | Director |
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/ Christopher Zybrick | |||
Name: | Christopher Zybrick | |||
Title: | Authorized Signatory |
GOLDMAN SACHS BANK USA as an Extending Lender | ||||
By: | /s/ Rebecca Kratz | |||
Name: | Rebecca Kratz | |||
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 |
SUNTRUST BANK as an Extending Lender | ||||
By: | /s/ Arize Agumadu | |||
Name: | Arize Agumadu | |||
Title: | Vice President |
UBS AG, STAMFORD BRANCH as an Extending Lender | ||||
By: | /s/ Craig Pearson | |||
Name: | Craig Pearson | |||
Title: | Associate Director Banking Product Services, US | |||
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 |
LENDERS | COMMITMENT | PERCENTAGE | |
Wells Fargo Bank, National Association | $ 32,500,000 | 6.5 | % |
Bank of America, N.A. | 32,500,000 | 6.5 | % |
JPMorgan Chase Bank, N.A. | 32,500,000 | 6.5 | % |
Barclays Bank PLC | 32,500,000 | 6.5 | % |
Citibank, N.A. | 32,500,000 | 6.5 | % |
Mizuho Bank, Ltd. | 32,500,000 | 6.5 | % |
The Bank of Nova Scotia | 25,000,000 | 5.0 | % |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 25,000,000 | 5.0 | % |
BNP Paribas | 25,000,000 | 5.0 | % |
Canadian Imperial Bank of Commerce | 25,000,000 | 5.0 | % |
Credit Suisse AG, Cayman Islands Branch | 25,000,000 | 5.0 | % |
Goldman Sachs Bank USA | 25,000,000 | 5.0 | % |
Morgan Stanley Bank, N.A. | 25,000,000 | 5.0 | % |
Royal Bank of Canada | 25,000,000 | 5.0 | % |
Suntrust Bank | 25,000,000 | 5.0 | % |
UBS AG, Stamford Branch | 25,000,000 | 5.0 | % |
U.S. Bank National Association | 25,000,000 | 5.0 | % |
The Bank of New York Mellon | 15,000,000 | 3.0 | % |
PNC Bank, National Association | 15,000,000 | 3.0 | % |
Total | $ 500,000,000 | 100 | % |