ppl10q6-07exhibit10b.htm


    Exhibit
      10(b)

    FIFTH
      AMENDMENT

    TO

    CREDIT
      AND SECURITY AGREEMENT


    


    THIS
      FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of July 30, 2007
      (this “Amendment”), is entered into by and among PPL Receivables
      Corporation (“Borrower”), PPL Electric Utilities Corporation
      (“PPL Electric”), Variable Funding Capital Company LLC
      (successor to Blue Ridge Asset Funding Corporation) (“VFCC”),
      and Wachovia Bank, National Association (together with its successors and
      assigns, the “Agent”).  Capitalized terms used and not
      otherwise defined herein are used as defined in the Agreement (as defined
      below).

     

    WHEREAS,
      the Borrower, PPL Electric, VFCC  and the Agent are parties to that
      certain Credit and Security Agreement, dated as of August 1, 2004 (as amended,
      supplemented or otherwise modified from time to time, the "Agreement");
      and

     

    WHEREAS,
      the parties to the Agreement wish to amend the Agreement in certain respects
      as
      hereinafter described.

     

    NOW
      THEREFORE, in consideration of the premises and the other mutual covenants
      contained herein, the parties hereto agree as follows:

     

    SECTION
      1.  Amendment.  The Agreement is hereby amended as
      follows:

     

    (a)  The
      definition of “Facility Termination Date” in Exhibit I of the Agreement is
      hereby amended and restated in its entirety to read as follows:

     

    “Facility
      Termination Date:  The earlier of (i) the Liquidity Termination
      Date, (ii) the Amortization Date and (iii) July 28, 2008.”

     

    (b)  Exhibit
      IV hereto hereby replaces the existing Exhibit IV to the
      Agreement.

     

    SECTION
      2.  Reference to and Effect on the Agreement and the Related
      Documents.  Upon the effectiveness of this Amendment, (i) each of
      the Borrower and PPL Electric hereby reaffirms all representations and
      warranties made by it in the Agreement and agrees that all such representations
      and warranties shall be deemed to have been remade as of the effective date
      of
      this Amendment, (ii) each of the Borrower and PPL Electric hereby represents
      and
      warrants that no Amortization Event or Unmatured Amortization Event shall have
      occurred and be continuing and (iii) each reference in the Agreement to “this
      Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
      and be, and any references to the Agreement in any other document, instrument
      or
      agreement executed and/or delivered in connection with the Agreement shall
      mean
      and be, a reference to the Agreement as amended hereby.

     

    SECTION
      3.  Effect.  Upon the execution and delivery of
      counterparts of this Amendment by each of the parties hereto, this Amendment
      shall be effective as of the date of receipt by the Agent of all executed
      signature pages.  Except as otherwise amended by this Amendment, the
      Agreement shall continue in full force and effect and is hereby ratified and
      confirmed.

     

    SECTION
      4.  Governing Law.  This Amendment will be governed
      by and construed in accordance with the laws of the State of New York, without
      giving effect to the conflicts of laws principles thereof (other than Section
      5-1401 of the New York General Obligations Law).

     

    SECTION
      5. Severability.  Each provision of this Amendment shall be
      severable from every other provision of this Amendment for the purpose of
      determining the legal enforceability of any provision hereof, and the
      unenforceability of one or more provisions of this Amendment in one jurisdiction
      shall not have the effect of rendering such provision or provisions
      unenforceable in any other jurisdiction.

     

    SECTION
      6. Counterparts.  This Amendment may be executed in one or more
      counterparts, each of which shall be deemed to be an original, but all of which
      together shall constitute one and the same instrument.  Delivery of an
      executed counterpart of a signature page by facsimile shall be effective as
      delivery of a manually executed counterpart of this Amendment.

    [remainder
      of page intentionally left blank]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have
      caused this Amendment to be executed by their respective officers thereunto
      duly
      authorized, as of the date first above written.

    


    


    PPL
      RECEIVABLES CORPORATION

    


    


    By:____________________________

    Name:__________________________

    Title:___________________________

    


    


    PPL
      ELECTRIC UTILITIES CORPORATION

    


    By:____________________________

    Name:__________________________

    Title:___________________________

    


    


    VARIABLE
      FUNDING CAPITAL COMPANY LLC

    By:           Wachovia
      Capital Markets, LLC,

     
as
      Attorney-In-Fact

    


    


    By:____________________________

    Name:__________________________

    Title:___________________________

    


    


    WACHOVIA
      BANK,

    NATIONAL
      ASSOCIATION,

    as
      a
      Liquidity Bank and as Agent

    


    By:____________________________

    Name:__________________________

    Title:___________________________

    


    


    


    


    


    


    


    


    [Signature
      page to Fifth Amendment to CSA - PPL]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      IV

    


    Names
      of
      Collection Banks & Collection Accounts

    


    


    Collection
      Accounts

    


    Name
      of
      Current Account Holder:  PPL Electric Utilities

    Account
      Number:  2334233

    Mellon
      Bank

    ABA
      Number:  031000037

    Contact
      Person:  ACH Operations

    Contact’s
      Tel:  (412)234-2694

    


    Name
      of
      Current Account Holder:  PPL Electric Utilities

    Account
      Number:  2000303379562

    Wachovia
      Bank, National Association

    ABA
      Number:  031000503 (ACH)

    ABA
      Number:  053000219 (Wire Transfer)

    Contact
      Person:  Customer Service

    Contact’s
      Tel:  (800)590-7868 ext.663