AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

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 XXXXX 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 Xxxxx’x.

(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 /Xxxxx’x)	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 Xxxxx’x	0.200%	0.75%	1.75%
Category B	BBB+ from S&P / Baa1 from Xxxxx’x	0.250%	1.00%	2.00%
Category C	BBB from S&P / Baa2 from Xxxxx’x	0.375%	1.25%	2.25%
Category D	BBB- from S&P / Baa3 from Xxxxx’x	0.500%	1.50%	2.50%
Category E	≤BB+ from S&P / Ba1 from Xxxxx’x	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/ Xxxxxx X. Xxxxxxx
	Name:  Xxxxxx X. Xxxxxxx
	Title:    Treasurer

XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender, Swingline Lender and Lender
By:	/s/ Xxxx Xxxxxxxxxx
	Name:  Xxxx Xxxxxxxxxx
	Title:    Assistant Vice President

Bank of America, N.A.
By:	/s/ Xxxx Xxxxx
	Name:  Xxxx Xxxxx
	Title:    Director

CREDIT SUISSE AG, Cayman Islands Branch
By:	/s/ Xxx Xxxxx
	Name:  Xxx Xxxxx
	Title:    Director

By:	/s/ Xxxxx Xxxxxx
	Name:  Xxxxx Xxxxxx
	Title:    Associate

Barclays Bank PLC
By:	/s/ Xxx Xxxxx
	Name:  Xxx Xxxxx
	Title:    Assistant Vice President

BNP Paribas
By:	/s/ Xxxxxxxx X. Xxxxxxxxx XX
	Name:  Xxxxxxxx X. Xxxxxxxxx XX
	Title:    Vice President

By:	/s/ Xxxx X. Xxxxxx
	Name:  Xxxx X. Xxxxxx
	Title:    Managing Director

CITIBANK, N.A.
By:	/s/ Xxxx Xxxx Xxxxxxxx
	Name:  Xxxx Xxxx Xxxxxxxx
	Title:    Vice President

JPMorgan Chase Bank, N.A., as a Lender
By:	/s/ Xxxx Xxxxxxxxx
	Name:  Xxxx Xxxxxxxxx
	Title:    Executive Director

XXXXXX XXXXXXX BANK, N.A.
By:	/s/ Xxxxx Xxxxxx
	Name:  Xxxxx Xxxxxx
	Title:    Authorized Signatory

ROYAL BANK OF CANADA
By:	/s/ Xxxxxx Xxxxx
	Name:  Xxxxxx Xxxxx
	Title:    Authorized Signatory

THE BANK OF NOVA SCOTIA
By:	/s/ Xxxxx Xxxxxx
	Name:  Xxxxx Xxxxxx
	Title:    Managing Director

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ Xxxx Xxxxx
	Name:  Xxxx Xxxxx
	Title:    Vice President

Union Bank, N.A.
By:	/s/ Xxxxxxxx Xxxxxxx
	Name:  Xxxxxxxx Xxxxxxx
	Title:    Vice President

The Royal Bank of Scotland plc as a Lender
By:	/s/ Xxxxxx X. Xxxxxx
	Name:  Xxxxxx X. Xxxxxx
	Title:    Vice President

UBS Loan Finance LLC
By:	/s/ Xxxx X. Xxxx
	Name:  Xxxx X. Xxxx
	Title:    Associate Director

By:	/s/ Xxxx X. Xxxxx
	Name:  Xxxx X. Xxxxx
	Title:    Associate Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Xxxxx Xxxxxxx
	Name:  Xxxxx Xxxxxxx
	Title:    Managing Director

By:	/s/ Xxxxxxx Xxxxx
	Name:  Xxxxxxx Xxxxx
	Title:    Director

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Xxxxxxxxx Xxxxxxxxx
	Name:  Xxxxxxxxx Xxxxxxxxx
	Title:    Managing Director

By:	/s/ Xxxxxx X. Xxxxx
	Name:  Xxxxxx X. Xxxxx
	Title:    Director

KEYBANK NATIONAL ASSOCIATION as Lender
By:	/s/ Xxxx X. Xxxx
	Name:  Xxxx X. Xxxx
	Title:    Senior Vice President

Lloyds TSB Bank plc
By:	/s/ Xxxxxxx Xxxxxxx
	Name:  Xxxxxxx Xxxxxxx
	Title:    Director              Corporate Banking USA              C103

By:	/s/ Xxxxxxxxx Xxxxxxxxxx
	Name:  Xxxxxxxxx Xxxxxxxxxx
	Title:    Vice President              Corporate Banking USA              H057

U.S. Bank National Association
By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	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/ Xxxxxxx Xxx
	Name:  Xxxxxxx Xxx
	Title:    Executive Director

THE BANK OF NEW YORK MELLON
By:	/s/ Xxxx X. Xxxx
	Name:  Xxxx X. Xxxx
	Title:    Vice President

Bayerische Landesbank, New York Branch
By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	Title:    Senior Vice President

By:	/s/ Xxxxxxx Xxxxx
	Name:  Xxxxxxx Xxxxx
	Title:    First Vice President

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Xxxx Mo
	Name:  Xxxx Mo
	Title:    Authorized Signatory

Sovereign Bank
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:  Xxxxxx X. Xxxxxxx
	Title:    SVP

SUNTRUST BANK
By:	/s/ Xxxxxx Xxxxxxx
	Name:  Xxxxxx Xxxxxxx
	Title:    Director

CIBC Inc.
By:	/s/ Xxxxxx Xxxxx
	Name:  Xxxxxx Xxxxx
	Title:    Executive Director

By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	Title:    Director

Fifth Third Bank
By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:  Xxxxxxxx X. Xxxxxxx
	Title:    Vice President

PNC Bank, National Association
By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name:  Xxxxxx X. Xxxxxxxxx
	Title:    Senior Vice President              PNC Bank, N.A.

Sumitomo Mitsui Banking Corporation
By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:  Xxxxxxxx Xxxxxxxx
	Title:    General Manager

Wing Lung Bank Ltd., Los Angeles Branch, as a Lender
By:	/s/ Xxxxxxx X.X. Xxx
	Name:  Xxxxxxx X.X. Xxx
	Title:    V.P. & Manager

THE NORTHERN TRUST COMPANY
By:	/s/ Xxxxx X. Xxxxxx
	Name:  Xxxxx X. Xxxxxx
	Title:    Vice President