LG&E and KU ENERGY LLC $250,000,000 4.375% Senior Notes Due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
LG&E and KU Energy LLC, a limited liability company organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNP Paribas”), RBC Capital Markets, LLC (“RBC”), U.S. Bancorp Investments, Inc. (“US Bank”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), for whom BNP Paribas, RBC and US Bank are acting as representatives, upon the terms set forth in a purchase agreement dated September 26, 2011 (the "Purchase Agreement"), U.S. $250,000,000 principal amount of its Senior Notes, 4.375% Series due 2021 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2010, as heretofore supplemented and to be further supplemented by Supplemental Indenture No. 2 thereto, dated as of September 1, 2011 (the "Supplemental Indenture" and the indenture as so supplemented, the “Indentu
KENTUCKY UTILITIES COMPANY First Mortgage Bonds, 3.300% Series due 2050 UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 6, 2012 among KENTUCKY UTILITIES COMPANY, THE LENDERS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline...Revolving Credit Agreement • February 28th, 2013 • LG&E & KU Energy LLC • Electric & other services combined • New York
TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01. Definitions 1 Article II THE CREDITS 17 Section 2.01. Commitments to Lend 17 Section 2.02. Swingline Loans 17 Section 2.03. Notice of Borrowings 19 Section 2.04. Notice to Lenders; Funding of Revolving Loans and Swingline Loans 19 Section 2.05. Noteless Agreement; Evidence of Indebtedness 20 Section 2.06. Interest Rates 21 Section 2.07. Fees 23 Section 2.08. Adjustments of Commitments 23 Section 2.09. Maturity of Loans; Mandatory Prepayments 26 Section 2.10. Optional Prepayments and Repayments 27 Section 2.11. General Provisions as to Payments 27 Section 2.12. Funding Losses 28 Section 2.13. Computation of Interest and Fees 28 Section 2.14. Basis for Determining Interest Rate Inadequate, Unfair or Unavailable 28 Section 2.15. Illegality 28 Section 2.16. Increased Cost and Reduced Return 29 Section 2.17. Taxes 30 Section 2.18. Base Rate Loans Substituted for Affected Euro-Dollar Loans 33 Section 2.19. Increases to the Commitme
RETENTION AGREEMENTRetention Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Pennsylvania
THIS RETENTION AGREEMENT, effective as of December 1, 2010 is made and entered into between PPL Corporation (“PPL”) and Chris Hermann (the “Executive”).
Appendices: Appendix A - Commitments Schedule: Schedule 5.14 - Material Subsidiaries Exhibits: Exhibit A-1 - Form of Notice of Borrowing Exhibit A-2 - Form of Notice of Conversion/Continuation Exhibit B - Form of Note Exhibit C - Form of Assignment...Term Loan Credit Agreement • May 8th, 2020 • LG&E & KU Energy LLC • Electric & other services combined • New York
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Kentucky
THIS RETENTION AND SEVERANCE AGREEMENT (the “Agreement”) is dated as of October 29, 2010, by and between E.ON U.S. LLC, a Kentucky limited liability company (the “Company”), and Paul W. Thompson (“Executive”).
LETTER OF CREDIT AGREEMENT dated as of October 1, 2014 among KENTUCKY UTILITIES COMPANY, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative AgentLetter of Credit Agreement • October 2nd, 2014 • LG&E & KU Energy LLC • Electric & other services combined • New York
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II THE CREDITS 13 Section 2.01. Commitments 13 Section 2.02. Noteless Agreement; Evidence of Indebtedness 13 Section 2.03. Fees 13 Section 2.04. Adjustments of Commitments 14 Section 2.05. Mandatory Prepayments 15 Section 2.06. General Provisions as to Payments 16 Section 2.07. Computation of Interest and Fees 16 Section 2.08. Increased Cost and Reduced Return 16 Section 2.09. Taxes 18 Section 2.10. Defaulting Lenders 21 Section 2.11. Loans 22 ARTICLE III LETTERS OF CREDIT 23 Section 3.01. Issuing Lenders; Reimbursement Agreement 23 Section 3.02. Letters of Credit 24 Section 3.03. Method of Issuance of Letters of Credit 24 Section 3.04. Conditions to Issuance of Letters of Credit 24 Section 3.05. Purchase and Sale of Letter of Credit and Loan Participations 24 Section 3.06. Drawings under Letters of Credit 25 Section 3.07. Reimbursements of Drawings under Letters of Credit 25 Section 3.08. Duties of Issu
AMENDED AND RESTATED OPERATING AGREEMENT OF LG&E AND KU ENERGY LLCOperating Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Kentucky
This Amended and Restated Operating Agreement (“Agreement”) is made and entered into as of the 1st day of November 2010, by PPL Corporation, a Pennsylvania corporation (“PPL”). The foregoing party, and any others later admitted as members under this Agreement are referred to herein as the “Members.” For purposes of this Agreement, the term “Members” includes all persons then acting in such capacity in accordance with the terms of this Agreement.
PPL Corporation Performance Unit AgreementPerformance Unit Agreement • February 28th, 2013 • LG&E & KU Energy LLC • Electric & other services combined • Pennsylvania
PERFORMANCE UNIT AGREEMENT (the “Agreement”) dated as of the Date of Grant set forth in the Notice of Grant (as defined below), by and between PPL Corporation, a Pennsylvania corporation (the “Company”), and the participant whose name appears on the Notice of Grant (the “Participant”).
CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENTChange in Control Severance Protection Agreement • May 7th, 2012 • LG&E & KU Energy LLC • Electric & other services combined • Pennsylvania
THIS AGREEMENT, effective as of March 5, 2012, is made by and between PPL Corporation, a Pennsylvania corporation and Gregory N. Dudkin (the "Executive").
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 8th, 2019 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT dated as of March 8, 2019 (this “Amendment”) to the Amended and Restated Revolving Credit Agreement dated as of July 28, 2014 (as amended, amended and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as amended hereby, the “Amended 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”).
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Kentucky
THIS AGREEMENT made February 25, 2000, by and between LG&E Energy Corporation, a Kentucky corporation (the “Company”), Powergen, plc, a United Kingdom public limited company (“Parent”), and John R. McCall (the “Executive”).
TRUST AGREEMENT Between PPL CORPORATION And FIRST UNION NATIONAL BANK AS TRUSTEETrust Agreement • February 28th, 2013 • LG&E & KU Energy LLC • Electric & other services combined • Pennsylvania
This Agreement and Declaration of Trust (hereinafter called the "Trust Agreement") made as of the 1st day of April 2001, as amended, by and between PPL Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal place of business at Allentown, Pennsylvania, hereinafter referred to as "PPL," and First Union National Bank, with its principal place of business at Charlotte, North Carolina, hereinafter called the "Trustee",
AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 8th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
This AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of July 26, 2011, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the “Borrower”), PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY RECEIVABLES CORPORATION (“Victory”), as a Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Liquidity Bank (in such capacity, the “Liquidity Bank”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.
First Amendment to the Employment and Severance Agreement of John R. McCallEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC
WHEREAS, John R. McCall (the “Executive”) and LG&E Energy Corp., a Kentucky corporation (the “Company”) and Powergen, plc, a United Kingdom public limited company (the “Parent”) entered into an Employment and Severance Agreement, dated February 25, 2000 (the “Agreement”);
PPL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 28th, 2013 • LG&E & KU Energy LLC • Electric & other services combined • Pennsylvania
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto, (hereinafter called the “Date of Grant”), between PPL Corporation, a Pennsylvania corporation (hereinafter called the “Company”), and the individual set forth on the signature page hereto (hereinafter called the “Participant”), pursuant to the PPL Corporation 2012 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement.
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT dated as of June 13, 2011 (this “Amendment”) to the Revolving Credit Agreement dated as of November 1, 2010 (the “Credit Agreement”) among KENTUCKY UTILITIES 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”).
Western Power Distribution Phantom Stock Option Award AgreementPhantom Stock Option Award Agreement • February 23rd, 2015 • LG&E & KU Energy LLC • Electric & other services combined
Congratulations on your selection as a recipient of Western Power Distribution phantom stock options. This Agreement governs your rights and sets forth all of the conditions and limitations affecting such rights.
LETTER OF CREDIT ISSUANCE AND REIMBURSEMENT AGREEMENT between PPL ENERGY SUPPLY, LLC and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY dated as of July 27, 2012Letter of Credit Issuance and Reimbursement Agreement • August 8th, 2012 • LG&E & KU Energy LLC • Electric & other services combined • New York
THIS LETTER OF CREDIT ISSUANCE AND REIMBURSEMENT AGREEMENT dated as of July 27, 2012, by and between PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Company”), and Canadian Imperial Bank of Commerce, New York Agency (“CIBC”).
AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • August 8th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT dated as of August 2, 2011 (this “Amendment”) to the Letter of Credit Agreement dated as of April 29, 2011 (the “Credit Agreement”) among KENTUCKY UTILITIES COMPANY (the “Borrower”), the LENDERS from time to time party thereto (the “Lenders”), BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as Administrative Agent and Lender (the “Agent”) and SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Issuing Lender and Lender.
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
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”).
SECOND AMENDMENT TO THE EMPLOYMENT AND SEVERANCE AGREEMENT OF JOHN R. McCALLEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC
THIS SECOND AMENDMENT TO THE EMPLOYMENT AND SEVERANCE AGREEMENT OF JOHN R. MCCALL (“SECOND AMENDMENT”) is made and entered into this 20 day of May, 2002 by and among (i) LG&E ENERGY CORP., a Kentucky corporation (“Company”), (ii) POWERGEN, PLC, a United Kingdom public limited company (“Parent”), (iii) E.ON AG, an aktiengesellschaft formed under the Federal Republic of Germany (“German Parent”), and (iv) JOHN R. MCCALL (“Executive”), collectively referred to as the “Parties”.
AMENDMENT TO PERSONAL CONTRACT DATED 5 DECEMBER 1997Personal Contract • February 14th, 2019 • LG&E & KU Energy LLC • Electric & other services combined • Bristol
amends the Personal Contract dated 5 December 1997 and the letter of 24 October 2006 and restates the provisions contained therein as follows:
AMENDMENT NO. 2 TO AMENDED AND RESTATED LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • May 3rd, 2013 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT NO. 2 dated as of May 1, 2013 (this "Amendment") to the Amended and Restated Letter of Credit Agreement dated as of August 16, 2012 as amended pursuant to Amendment No. 1 dated as of the date hereof (the "Credit Agreement") among KENTUCKY UTILITIES COMPANY (the "Borrower"), the LENDERS from time to time party thereto (the "Lenders"), SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH (successor to Banco Bilbao Vizcaya Argentaria, S.A., New York Branch), as Administrative Agent and SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Issuing Lender.
ELEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • February 28th, 2013 • LG&E & KU Energy LLC • Electric & other services combined
THIS ELEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of February 28, 2013 (this “Amendment”), to the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Account Party”), and certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).
FIRST AMENDMENT TO THE EMPLOYMENT AND SEVERANCE AGREEMENT OF VICTOR A. STAFFIERIEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Kentucky
WHEREAS, Victor A. Staffieri (the “Executive”) and LG&E Energy Corp., a Kentucky corporation (the “Company”) and Powergen, plc, a United Kingdom public limited company (the “Parent”) entered into an Employment and Severance Agreement, dated February 25, 2000 (the “Agreement”);
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 25th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT dated as of October 19, 2011 (this “Amendment”) to the Revolving Credit Agreement dated as of December 31, 2010 (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among PPL ELECTRIC UTILITIES CORPORATION (the “Borrower”), the LENDERS party thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender (the “Agent”).
LG&E AND KU ENERGY LLC TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. Dated as of Supplemental to the Indenture dated as of November 1, 2010 Establishing Senior Notes, % Series dueSupplemental Indenture • March 28th, 2012 • LG&E & KU Energy LLC • Electric & other services combined
SUPPLEMENTAL INDENTURE No. , dated as of the day of , , made and entered into by and between LG&E AND KU ENERGY LLC, a limited liability company duly organized and existing under the laws of the Commonwealth of Kentucky, having its principal corporate offices at 200 West Main Street, Louisville, Kentucky 40202 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 101 Barclay Street, 4th Floor, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of November 1, 2010, between the Company and said Trustee (hereinafter called the “Original Indenture”), this Supplemental Indenture No. being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively referred to herein as the “Indenture.”
Appendix: Appendix A - Commitment Schedule Schedule: Schedule 5.14 - Material Subsidiaries Exhibits: Exhibit A-1 - Form of Notice of Borrowing Exhibit A-2 - Form of Notice of Conversion/Continuation Exhibit B - Form of Note Exhibit C - Forms of...Credit Agreement • May 8th, 2020 • LG&E & KU Energy LLC • Electric & other services combined • New York
AMENDMENT NO. 7 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 8th, 2012 • LG&E & KU Energy LLC • Electric & other services combined • New York
This AMENDMENT NO. 7 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of September 24, 2012, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the “Borrower”), PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY RECEIVABLES CORPORATION (“Victory”), as a Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Liquidity Bank (in such capacity, the “Liquidity Bank”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 14th, 2019 • LG&E & KU Energy LLC • Electric & other services combined
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of March 16, 2018 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by PPL CAPITAL FUNDING, INC., a Delaware corporation (the “Borrower”), PPL CORPORATION, a Pennsylvania corporation (the “Guarantor”) and each Lender (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).
TENTH AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • February 28th, 2012 • LG&E & KU Energy LLC • Electric & other services combined
THIS TENTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of February 22, 2012 (this “Amendment”), to the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Account Party”), and certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).
SECOND AMENDMENT TO THE EMPLOYMENT AND SEVERANCE AGREEMENT OF VICTOR A. STAFFIERIEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC
WHEREAS, Victor A. Staffieri (the “Executive”) and LG&E Energy Corp., a Kentucky corporation (the “Company”) and Powergen, plc, a United Kingdom public limited company (the “Parent”) entered into an Employment and Severance Agreement, dated February 25, 2000 (the “Agreement”);
AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • April 21st, 2011 • LG&E & KU Energy LLC • Kentucky
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is dated as of October 29, 2010, by and between E.ON U.S. LLC, a Kentucky limited liability company (the “Company”), and John R. McCall (“Executive”).
KENTUCKY UTILITIES COMPANY TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. 5 dated as of August 1, 2016 Supplemental to the Indenture dated as of October 1, 2010 Establishing First Mortgage Bonds, Collateral Series 2016CCASupplemental Indenture • August 26th, 2016 • LG&E & KU Energy LLC • Electric & other services combined
