Exchange


    Exhibit
      10(a)

    THIRD
      AMENDMENT TO REIMBURSEMENT AGREEMENT

    


    THIS
      THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of March 30, 2006 (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).

    


    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Account Party, the Lenders and The Bank of Nova Scotia, as the Issuer and
      as
      Administrative Agent, are all parties to the Reimbursement Agreement, dated
      as
      of March 31, 2005 (as amended or otherwise modified prior to the date hereof,
      the “Existing
      Reimbursement Agreement”,
      and as
      amended by this Amendment and as the same may be further amended, supplemented,
      amended and restated or otherwise modified from time to time, the “Reimbursement
      Agreement”);

    


    WHEREAS,
      the Account Party has requested that the Lenders amend certain provisions of
      the
      Existing Reimbursement Agreement (i) to extend the term of the Existing
      Reimbursement Agreement for one year through March 31, 2007, and (ii) upon
      the
      expiration of the term of the Existing Reimbursement Agreement as so extended,
      to permit the extension of the term of the Existing Reimbursement Agreement
      for
      an additional one year through March 31, 2008, and the Lenders are willing
      to
      modify the Existing Reimbursement Agreement to permit such extensions, on the
      terms and subject to the conditions hereinafter set forth;

    


    NOW,
      THEREFORE, the parties hereto hereby covenant and agree as follows:

    


    ARTICLE
      I

    DEFINITIONS

    


    SECTION
      1.1.   Certain
      Definitions.
      The
      following terms when used in this Amendment shall have the following meanings
      (such meanings to be equally applicable to the singular and plural forms
      thereof):

    


        
      “Account
      Party”
is
      defined in the preamble.

    


        
      “Amendment”
is
      defined in the preamble.

    


        
      “Amendment
      Effective Date”
is
      defined in Article
      III.

    


        
      “Existing
      Reimbursement Agreement”
is
      defined in the first
      recital.

    


        
      “Reimbursement
      Agreement”
is
      defined in the first
      recital.

    


    SECTION
      1.2.   Other
      Definitions.
      Terms
      for which meanings are provided in the Reimbursement Agreement are, unless
      otherwise defined herein or the context otherwise requires, used in this
      Amendment with such meanings.

    


    ARTICLE
      II

    AMENDMENTS
      TO REIMBURSEMENT AGREEMENT

    


    Effective
      as of the date hereof, but subject to the occurrence of the satisfaction of
      the
      conditions in Article
      III,
      the
      provisions of the Existing Reimbursement Agreement referred to below are hereby
      amended in accordance with this Article
      II.
      Except
      as expressly so amended, the Existing Reimbursement Agreement shall continue
      in
      full force and effect in accordance with its terms.

    


    SECTION
      2.1.   Amendments
      to Section 1.1.
      Section
      1.1 of the Existing Reimbursement Agreement is hereby amended by:

    (a)  inserting
      the following definitions in the appropriate alphabetical order:

    


          “Stated
      Maturity Date”
means,
      subject to Section
      2.5,
      March
      31, 2007.

          “Third
      Amendment”
means
      the Third Amendment to Reimbursement Agreement, dated as of March 30, 2006,
      among the Account Party and the Lenders party thereto.

    


    (b)  amending
      and restated the definition of “Commitment Termination Date” in its entirety as
      follows:

    


          “Commitment
      Termination Date”
means
      the earliest of

    


    (a)  
      the
      Stated Maturity Date;

    


    (b)   the
      date
      on which the Letter of Credit Commitment Amount is terminated in full or reduced
      to zero pursuant to the terms of this Agreement; and

    


    (c)  
      the date
      on which any Commitment Termination Event occurs.

    


    Upon
      the
      occurrence of any event described in the preceding clauses, the Letter of Credit
      Commitment shall terminate automatically and without any further
      action.

    


    SECTION
      2.2.   Amendment
      to Article II.
      Article
      II of
      the
      Existing Reimbursement Agreement is
      hereby
      amended by:

    


    (a)  deleting
      the phrase “date set forth in clause (b) of the definition of Commitment
      Termination Date” set forth each time it appears in Section 2.1 of the Existing
      Reimbursement Agreement and replacing it with the phrase “Stated Maturity
      Date”;

    


    (b)  inserting
      a new Section 2.5 following Section 2.4 of the Existing Reimbursement Agreement
      which reads as follows:

    


    SECTION
      2.5   Extension
      of Stated Maturity Date.
      Upon
      the request of the Borrower, the Stated Maturity Date may automatically be
      extended on March 31, 2007 for a period of one year to March 31, 2008;
provided
      that, if
      the Borrower wishes to request an extension of the Stated Maturity Date, it
      shall (a) give written notice to that effect to the Administrative Agent prior
      to February 28, 2007 and (b) together with such notice, the Borrower will pay
      an
      extension fee of $30,000 to the Administrative Agent payable ratably to each
      Lender based on such Lender’s LC Percentage.

    


    SECTION
      2.3.   Amendment
      to Article X.
      Clause
      (b) of Section 10.1 of the Existing Reimbursement Agreement is hereby amended
      by
      inserting the phrase “or the Stated Maturity Date (other than as provided in
      Section 2.5 hereof)” after the phrase “final Commitment Termination Date” in
      such clause.

    


    ARTICLE
      III

    CONDITIONS
      TO EFFECTIVENESS

    


    This
      Amendment and the amendments contained herein shall become effective as of
      the
      date hereof when each of the conditions set forth in this Article
      III
      shall
      have been fulfilled to the satisfaction of the Administrative
      Agent.

    


    SECTION
      3.1.   Counterparts.
      The
      Administrative Agent shall have received counterparts hereof executed on behalf
      of the Account Party and the Required Lenders.

    


    SECTION
      3.2.   Costs
      and Expenses, etc.
      The
      Administrative Agent shall have received for the account of each Lender, all
      fees, costs and expenses due and payable pursuant to Section 10.3 of the
      Reimbursement Agreement, if then invoiced.

    


    SECTION
      3.3.   Extension
      Fee.
      The
      Administrative Agent shall have received for its own account an extension fee
      from the Account Party in the amount of $30,000. 

    


    SECTION
      3.4.   Satisfactory
      Legal Form.
      The
      Administrative Agent and its counsel shall have received all information, and
      such counterpart originals or such certified or other copies of such materials,
      as the Administrative Agent or its counsel may reasonably request, and all
      legal
      matters incident to the effectiveness of this Amendment shall be satisfactory
      to
      the Administrative Agent and its counsel. All documents executed or submitted
      pursuant hereto or in connection herewith shall be reasonably satisfactory
      in
      form and substance to the Administrative Agent and its counsel.

    


    ARTICLE
      IV 

    MISCELLANEOUS

    


    SECTION
      4.1.   Cross-References.
      References in this Amendment to any Article or Section are, unless otherwise
      specified, to such Article or Section of this Amendment.

    


    SECTION
      4.2.   Loan
      Document Pursuant to Existing Reimbursement Agreement.
      This
      Amendment is a Loan Document executed pursuant to the Existing Reimbursement
      Agreement and shall (unless otherwise expressly indicated therein) be construed,
      administered and applied in accordance with all of the terms and provisions
      of
      the Existing Reimbursement Agreement, as amended hereby, including
      Article X thereof.

    


    SECTION
      4.3.   Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

    


    SECTION
      4.4.   Counterparts.
      This
      Amendment may be executed by the parties hereto in several counterparts, each
      of
      which when executed and delivered shall be an original and all of which shall
      constitute together but one and the same agreement. Delivery of an executed
      counterpart of a signature page to this Amendment by facsimile shall be
      effective as delivery of a manually executed counterpart of this
      Amendment.

    


    SECTION
      4.5.   Governing
      Law.
      THIS
      AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
      INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
      5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
      YORK).

    


    SECTION
      4.6.   Full
      Force and Effect; Limited Amendment.
      Except as expressly amended hereby, all of the representations, warranties,
      terms, covenants, conditions and other provisions of the Existing Reimbursement
      Agreement and the Loan Documents shall remain unchanged and shall continue
      to
      be, and shall remain, in full force and effect in accordance with their
      respective terms. The amendments set forth herein shall be limited precisely
      as
      provided for herein to the provisions expressly amended herein and shall not
      be
      deemed to be an amendment to, waiver of, consent to or modification of any
      other
      term or provision of the Existing Reimbursement Agreement or any other Loan
      Document or of any transaction or further or future action on the part of any
      Obligor which would require the consent of the Lenders under the Existing
      Reimbursement Agreement or any of the Loan Documents.

    


    SECTION
      4.7.   Representations
      and Warranties.
      In
      order to induce the Lenders to execute and deliver this Amendment, the Account
      Party hereby represents and warrants to the Lenders, on the date this Amendment
      becomes effective pursuant to Article
      III,
      that
      both before and after giving effect to this Amendment, all statements set forth
      in Section 5.2.1 of the Reimbursement Agreement are true and correct as of
      such
      date, except to the extent that any such statement expressly relates to an
      earlier date (in which case such statement was true and correct on and as of
      such earlier date).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
      as of the date first above written.

    


    PPL
      ENERGY SUPPLY, LLC

    


    


    By:__________________________

         
      Title:

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THE
      BANK
      OF NOVA SCOTIA

    


    


    By:__________________________

         
      Title: