Exhibit
        10(t)-2
 
 
 **FIRST** **AMENDMENT TO FIVE-YEAR**
 **LETTER
        OF CREDIT AND REVOLVING CREDIT AGREEMENT**
 
 **THIS
        FIRST** **AMENDMENT
        TO FIVE YEAR LETTER OF CREDIT AND REVOLVING CREDIT
        AGREEMENT** (this
“ ***Amendment*** ”)
        dated
        as of December 29, 2006 by and among PPL ENERGY SUPPLY, LLC (the
“ ***Borrower*** ”),
        each
        of the Lenders party hereto from time to time (the “ ***Lenders*** ”),
        and
        WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing
        Lender
        (the “ ***Administrative
        Agent*** ”).
 
 **WITNESSETH:**
 
 **WHEREAS** ,
        the
        Borrower, the Lenders and the Administrative Agent have entered into that
        certain Five-Year Letter of Credit and Revolving Credit Agreement dated as
        of
        December 15, 2005 ( as
        in
        effect immediately prior to the date hereof, the
        “ ***Credit
        Agreement*** ”,
        capitalized terms used and not defined herein shall have the meanings ascribed
        to them in the Credit Agreement);
 
 **WHEREAS** ,
        the
        Borrower, the Lenders and the Administrative Agent desire to amend certain
        provisions of the Credit Agreement on the terms and conditions contained
        herein.
 
 **NOW,
        THEREFORE** ,
        in
        consideration of the mutual covenants and agreements set forth herein and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged by the parties hereto, the parties hereby agree as
        follows:
 
 Section 1 . Modifications
        to Credit Agreement .
        Subject
        to satisfaction of the conditions contained in Section 2, the parties
        hereto agree that the Credit Agreement is modified as follows:
 
 (a)  The
        Credit Agreement is amended by adding the definitions of “ Fitch ”,
        “ Lower
        Mt. Bethel Lease Financing ”,
        “ OFAC ”,
        “ Rating
        Agency ”,
        “ Regulation
        X ”,
        “ Sanctioned
        Entity ”
and
        “ Sanctioned
        Person ”
to
        Section 1.01 thereof in the appropriate alphabetical location:
 
 “‘ Fitch ’
means
        Fitch, Inc. and its successors or, absent any such successor, such nationally
        recognized statistical rating organization as the Borrower and the
        Administrative Agent may select.”
  “‘ Lower
        Mt. Bethel Lease Financing ’
means
        the existing lease financing associated with the Lower Mount Bethel
        project.”
  “‘ OFAC ’
means
        the U.S. Department of the Treasury’s Office of Foreign Assets
        Control.”
  “‘ Rating
        Agency ’
means
        any of S&P, Moody’s or Fitch, and “Rating Agencies” means any two or more of
        them collectively.”
  “‘ Regulation
        X ’
means
        Regulation X of the Board of Governors of the Federal Reserve System, as
        amended, or any successor regulation.”
 
 “ Sanctioned
        Entity ”
shall
        mean (i) an agency of the government of, (ii) an organization directly or
        indirectly controlled by, or (iii) a person resident in a country that is
        subject to a sanctions program identified on the list maintained by OFAC
        and
        available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
        or as otherwise published from time to time as such program may be applicable
        to
        such agency, organization or person.
  “ Sanctioned
        Person ”
shall
        mean a person named on the list of Specially Designated Nationals or Blocked
        Persons maintained by OFAC available at
        http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
        published from time to time.
  (b)  The
        definitions of “ Borrower’s
        Rating ”,
        “ Consolidated
        Capitalization ”,
        and
“ Consolidated
        Debt ” in
        Section 1.01 shall each be deleted in their entirety and respectively replaced
        with the following :
 
 “‘ Borrower’s
        Rating ’
means
        the senior unsecured long-term debt rating of the Borrower from S&P, Moody’s
        or Fitch.”
 
 “‘ Consolidated
        Capitalization ’
shall
        mean the sum of, without duplication, (A) the Consolidated Debt of the Borrower,
        (B) the consolidated member’s equity (determined in accordance with GAAP) of the
        common, preference and preferred equityholders of the Borrower and minority
        interests recorded on the Borrower’s consolidated financial statements
        (excluding from member’s equity the balance of accumulated other comprehensive
        income/loss of the Borrower on any date of determination solely with respect
        to
        (i) the effect of all unrealized gains and losses reported under Financial
        Accounting Standards Board Statement No. 133 in connection with forward
        contracts, futures contracts or other derivatives or commodity hedging
        agreements for the future delivery of electricity or capacity and (ii) the
        effect of any pension and other post-retirement benefit liability adjustment
        recorded in accordance with GAAP), (C) up to an aggregate amount of $200,000,000
        of Hybrid Preferred Securities and (D) up to an aggregate amount of $200,000,000
        of Equity-Linked Securities, except that for purposes of calculating
        Consolidated Capitalization of the Borrower, Consolidated Debt of the Borrower
        shall exclude Non-Recourse Debt and Consolidated Capitalization of the Borrower
        shall exclude that portion of member’s equity attributable to assets securing
        Non-Recourse Debt.”
  “‘ Consolidated
        Debt ’
means
        the consolidated Debt of the Borrower and its Consolidated Subsidiaries
        (determined in accordance with GAAP), except that for purposes of this
        definition (a) Consolidated Debt shall exclude Non-Recourse Debt of the
        Borrower and its Consolidated Subsidiaries, and (b) Consolidated Debt shall
        exclude (i) up to an aggregate amount of $200,000,000 of Hybrid Preferred
        Securities of the Borrower and its Consolidated Subsidiaries and (ii) up
        to an
        aggregate amount of $200,000,000 of Equity-Linked Securities of the Borrower
        and
        its Consolidated Subsidiaries.”
 
 (c)  The
        Credit Agreement is amended by deleting the definition of “ Existing
        Synthetic Lease Financing ”
in
        Section 1.01 thereof.
 
 (d)  Section
        2.03(c) of the Credit Agreement shall be deleted in its entirety and replaced
        with the following:
 
 “(c)  Funding
        By the Administrative Agent in Anticipation of Amounts Due from the
        Lenders .
        Unless
        the Administrative Agent shall have received notice from a Lender prior to
        the
        date of any Borrowing (except in the case of a Base Rate Borrowing, in which
        case prior to the time of such Borrowing) that such Lender will not make
        available to the Administrative Agent such Lender’s share of such Borrowing, the
        Administrative Agent may assume that such Lender has made such share available
        to the Administrative Agent on the date of such Borrowing in accordance with
        subsection (b) of this Section, and the Administrative Agent may, in reliance
        upon such assumption, make available to the Borrower on such date a
        corresponding amount. If and to the extent that such Lender shall not have
        so
        made such share available to the Administrative Agent, such Lender and the
        Borrower severally agree to repay to the Administrative Agent forthwith on
        demand such corresponding amount, together with interest thereon for each
        day
        from the date such amount is made available to the Borrower until the date
        such
        amount is repaid to the Administrative Agent at (i) a rate per annum equal
        to
        the higher of the Federal Funds Rate and the interest rate applicable thereto
        pursuant to Section 2.05, in the case of the Borrower, and (ii) the Federal
        Funds Rate, in the case of such Lender. Any
        payment by the Borrower hereunder shall be without prejudice to any claim
        the
        Borrower may have against a Lender that shall have failed to make its share
        of a
        Borrowing available to the Administrative Agent. If
        such
        Lender shall repay to the Administrative Agent such corresponding amount,
        such
        amount so repaid shall constitute such Lender’s Loan included in such Borrowing
        for purposes of this Agreement.”
 
 (e)  Section
        2.08(a)(ii) of the Credit Agreement shall be deleted in its entirety and
        replaced with the following:
 
 “(ii)  If
        on any
        date the aggregate Revolving Outstandings exceed the aggregate amount of
        the
        Revolving Commitments (such
        excess, a “Revolving Outstandings Excess”) **,** the
        Borrower shall prepay, and there shall become due and payable (together with
        accrued interest thereon) on such date, an aggregate principal amount of
        Loans
        equal to such Revolving
        Outstandings Excess. If, at a time when a Revolving Outstandings Excess
        exists, (x) no
        Revolving Loans are outstanding or (y) the Termination Date shall have occurred
        and, in either case, any Letter of Credit Liabilities remain outstanding, then
        in
        either case, the
        Borrower shall cash collateralize any Letter of Credit Liabilities by
        depositing **** into a cash
        collateral account established and maintained (including the investments
        made
        pursuant thereto) by the Administrative Agent pursuant to a cash collateral
        agreement in form and substance satisfactory to the Administrative Agent an
        amount
        in cash equal to the then outstanding Letter
        of Credit Liabilities .
        In
        determining Revolving Outstandings for purposes of this clause (ii), Letter
        of
        Credit Liabilities shall be reduced to the extent that they are cash
        collateralized as contemplated by this Section 2.08(a)(ii) .”
 
 (f)  Section
        3.01 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        3.01**  **Letters
        of Credit** . The
        Issuing Lender agrees, on the terms and conditions set forth in this Agreement,
        to issue Letters of Credit from time to time before the fifth day prior to
        the
        Termination Date for the account, and upon the request, of the Borrower and
        in
        support of such obligations of the Borrower or any Affiliate of the Borrower
        (other than PPL Electric Utilities Corporation) that are reasonably acceptable
        to the Issuing Lender (each such letter of credit, a “ Standby
        Letter of Credit ”
and,
        collectively, the “ Standby
        Letters of Credit ”); provided ,
        that,
        immediately after each Letter of Credit is issued, (A) the aggregate amount
        of
        the Letter of Credit Liabilities shall not exceed the Letter of Credit
        Commitment and (B) the Revolving Outstandings shall not exceed the aggregate
        amount of the Revolving Commitments.”
  (g)  Section
        3.04 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        3.04** **Conditions
        to Issuance of Letters of Credit** .
        The
        issuance by the Issuing Lender of each Letter of Credit shall, in addition
        to
        the conditions precedent set forth elsewhere in this Agreement, be subject
        to
        the conditions precedent that (i) such Letter of Credit shall be satisfactory
        in
        form and substance to the Issuing Lender, (ii) the Borrower and, if applicable,
        any such Affiliate of the Borrower, shall have executed and delivered such
        other
        instruments and agreements relating to such Letter of Credit as the Issuing
        Lender shall have reasonably requested and (iii) the Issuing Lender shall
        have
        confirmed on the date of (and after giving effect to) such issuance that
        (A) the
        aggregate amount of all Letter of Credit Liabilities will not exceed the
        Letter
        of Credit Commitment and (B) the aggregate Revolving Outstandings will not
        exceed the aggregate amount of the Revolving Commitments. Notwithstanding
        any
        other provision of this Section 3.04, the Issuing Lender shall not be under
        any
        obligation to issue any Letter of Credit if: any order, judgment or decree
        of
        any governmental authority shall by its terms purport to enjoin or restrain
        the
        Issuing Lender from issuing such Letter of Credit, or any requirement of
        law
        applicable to the Issuing Lender or any request or directive (whether or
        not
        having the force of law) from any governmental authority with jurisdiction
        over
        the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
        from, the issuance of letters of credit generally or such Letter of Credit
        in
        particular or shall impose upon the Issuing Lender with respect to such Letter
        of Credit any restriction, reserve or capital requirement (for which the
        Issuing
        Lender is not otherwise compensated hereunder) not in effect on the Closing
        Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost
        or
        expense which was not applicable on the Closing Date and which the Issuing
        Lender in good faith deems material to it.”
 
 
 (h)  Section
        4.02(d) of the Credit Agreement shall be deleted in its entirety and replaced
        with the following:
 
 “(c)  the
        fact
        that the representations and warranties of the Borrower contained in this
        Agreement and the other Loan Documents shall be true and correct on and as
        of
        the date of such Credit Event (except for the representations in Section
        5.04(c), Section 5.06, Section 5.12 and
        Section 5.16, which
        shall be deemed only to relate to the matters referred to therein on and
        as of
        the Closing Date).”
  (i)  Section
        5.04(a) of the Credit Agreement shall be deleted in its entirety and replaced
        with the following:
 
 “(a)  *Audited
        Financial Statements* .
        The
        consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
        as
        of December 31, 2004 and the
        related consolidated statements of income and cash flows for the fiscal year
        then ended, reported on by PricewaterhouseCoopers LLP, copies of which have
        been
        delivered to each of the Administrative Agent and the Lenders, fairly present,
        in conformity with GAAP, the consolidated financial position of the Borrower and
        its
        Consolidated Subsidiaries as
        of
        such date and their consolidated results of operations and cash flows for such fiscal
        year.”
 
 (j)  Section
        5.04(b) of the Credit Agreement shall be deleted in its entirety and replaced
        with the following:
 
 “(b)  *Interim
        Financial Statements* .
        The
        unaudited consolidated balance sheet of the Borrower and its Consolidated
        Subsidiaries as of September
        30, 2005 and the
        related unaudited consolidated statements of income and cash flows for the
        three
        months then ended fairly present, in conformity with GAAP applied on a basis
        consistent with the financial statements referred to in subsection (a) of
        this
        Section, the consolidated financial position of the Borrower and
        its
        Consolidated Subsidiaries  as
        of
        such date and their consolidated results of operations and cash flows for such three-month period
        (subject to normal year-end audit adjustments).”
 
 (k)  Section
        5.11 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        5.11.** **Reserved** .”
 
 (l)  Section
        5.17 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        5.17.** **Reserved** .”
 
 (m)  The
        following Section 5.19 shall be added to the end of Article V:
 
 “ **Section
        5.19** **OFAC** .
        None of
        the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower:
        (i) is a Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned
        Entities, or (iii) derives more than 10% of its operating income from
        investments in, or transactions with Sanctioned Persons or Sanctioned Entities.
        The proceeds of any Loan will not be used and have not been used to fund
        any
        operations in, finance any investments or activities in, or make any payments
        to, a Sanctioned Person or a Sanctioned Entity.”
 
 (n)  Section
        6.07 shall be amended by deleting the existing clause (u) and replacing it
        with
        the following:
 
 “(u)  Liens
        in
        addition to those permitted by clauses (a) through (t) on the property or
        assets
        of a Special Purpose Subsidiary arising in connection with the Lower Mt.
        Bethel
        Lease Financing or the lease of such property or assets through one or more
        other lease financings;”
 
 (o)  Section
        6.08 shall be amended by deleting the existing clause (iv) and replacing
        it with
        the following:
 
 “(iv)
        the
        surviving or resulting person, as the case may be, has senior long-term debt
        ratings from at least two Rating Agencies that are at least equal to each
        Borrower’s Rating at the end of the fiscal quarter immediately preceding the
        effective date of such consolidation or merger. ”
 
 (p)  Section
        6.09 shall be amended by deleting the existing clause (e) and replacing it
        with
        the following:
 
 “(e)
        if,
        prior to any such Asset Sale, at least two Rating Agencies confirm the
        then-current Borrower’s Rating after giving effect to any such Asset
        Sale.”
 
 (q)  Section
        6.12 shall be amended by deleting the existing clause (c) and replacing it
        with
        the following:
 
 “(c)  any
        Debt
        incurred in respect of the Lower Mt. Bethel Lease Financing;”
 
 (r)  Section
        9.01 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        9.01** **Notices**. Except
        as otherwise expressly provided herein, all notices and other communications
        hereunder shall be in writing (for purposes hereof, the term “writing” shall
        include information in electronic format such as electronic mail and internet
        web pages) or by telephone subsequently confirmed in writing; provided that the
        foregoing shall not apply to notices to any Lender or Issuing Lender pursuant
        to
        Article II or Article III, as applicable, if such Lender or Issuing Lender,
        as
        applicable, has notified the Administrative Agent that it is incapable of
        receiving notices under such Article in electronic format. Any notice shall
        have
        been duly given and shall be effective if delivered by hand delivery or sent
        via
        electronic mail, telecopy, recognized overnight courier service or certified
        or
        registered mail, return receipt requested, or posting on an internet web
        page,
        and shall be presumed to be received by a party hereto (i) on the date of
        delivery if delivered by hand or sent by electronic mail, posting on an internet
        web page, or telecopy, (ii) on the Business Day following the day on which
        the
        same has been delivered prepaid (or on an invoice basis) to a reputable national
        overnight air courier service or (iii) on the third Business Day following
        the
        day on which the same is sent by certified or registered mail, postage prepaid,
        in each case to the respective parties at the address or telecopy numbers,
        in
        the case of the Borrower and the Administrative Agent, set forth below, and,
        in
        the case of the Lenders, set forth on signature pages hereto, or at such
        other
        address as such party may specify by written notice to the other parties
        hereto:
  if
        to the
        Borrower:
  PPL
        Energy Supply, LLC
 Two
        North
        Ninth Street (GENTW14)
 Allentown,
        PA 18101-1179
 Attention:
        Russell R. Clelland
 Telephone:
        610-774-5151
 Facsimile:
        610-774-5235
 
 with
        a
        copy to:
  Two
        North
        Ninth Street (GENTW3)
 Allentown,
        PA 18101-1179
 Attention:
        Thomas D. Salus, Esq.
 Telephone:
        610-774-7445
 Facsimile:
        610-774-6726
 
 if
        to the
        Administrative Agent:
  Wachovia
        Bank, National Association
 One
        Wachovia Center
 301
        South
        College Street - NC0760
 Charlotte,
        North Carolina 28288
 Attention:
        Rick Price
 Telephone:
        704-374-4062
 Facsimile:
        704-383-6647
 
 with
        a
        copy to:
  Wachovia
        Bank, National Association
 One
        Wachovia Center
 301
        South
        College Street, 6 th Floor
 Charlotte,
        North Carolina 28288
 Attention:
        Michael J. Kolosowsky
 Telephone:
        704-383-8225
 Facsimile:
        704-383-0661
 
 with
        a
        copy to:
  Wachovia
        Bank, National Association:
 201
        South
        College Street NC0680
 Charlotte,
        North Carolina 28288-0680
 Attention:
        Agency Services/Doug Burnett
 Facsimile:
        704-383-3612
 
 with
        a
        copy to:
  Alston
        & Bird LLP
 101
        South
        Tryon Street, Suite 4000
 Charlotte,
        North Carolina 28280
 Attention:
        Paul S. Donohue, Esq.
 Telephone:
        704-444-1039
 Facsimile:
        704-444-1739”
 
 (s)  Section
        9.03(b) of the Credit Agreement shall be deleted in its entirety and replaced
        with the following:
 
 “(b)  *Indemnity
        in Respect of Loan Documents* .
        The
        Borrower agrees to indemnify the Agents and each Lender, their respective
        Affiliates and the respective directors, officers, trustees, agents and
        employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee
        harmless from and against any and all liabilities, obligations, losses, damages,
        penalties, actions, judgments, suits, costs and expenses or disbursements
        of any
        kind whatsoever (including, without limitation, the reasonable fees and
        disbursements of counsel and any civil penalties or fines assessed by OFAC),
        which may at any time (including, without limitation, at any time following
        the
        payment of the obligations of the Borrower hereunder) be imposed on, incurred
        by
        or asserted against such Indemnitee in connection with any investigative,
        administrative or judicial proceeding (whether or not such Indemnitee shall
        be
        designated a party thereto) brought or threatened relating to or arising
        out of
        the Loan Documents or any actual or proposed use of proceeds of Loans hereunder;
        provided, that no Indemnitee shall have the right to be indemnified hereunder
        for such Indemnitee’s own gross negligence or willful misconduct as determined
        by a court of competent jurisdiction in a final, non-appealable judgment
        or
        order.”
 
 (t)  Section
        9.12 of the Credit Agreement shall be deleted in its entirety and replaced
        with
        the following:
 
 “ **Section
        9.12**  **Confidentiality**. Each
        Lender agrees to hold all non-public information obtained pursuant to the
        requirements of this Agreement in accordance with its customary procedure
        for
        handling confidential information of this nature and in accordance with safe
        and
        sound banking practices; provided, that nothing herein shall prevent any
        Lender
        from disclosing such information (i) to any other Lender or to any Agent,
        (ii)
        to any other Person if reasonably incidental to the administration of the
        Loans
        and Letter of Credit Liabilities, (iii) upon the order of any court or
        administrative agency, (iv) to the extent requested by, or required to be
        disclosed to, any rating agency or regulatory agency or similar authority
        (including any self-regulatory authority, such as the National Association
        of
        Insurance Commissioners), (v) which had been publicly disclosed other than
        as a
        result of a disclosure by any Agent or any Lender prohibited by this Agreement,
        (vi) in connection with any litigation to which any Agent, any Lender or
        any of
        their respective Subsidiaries or Affiliates may be party, (vii) to the extent
        necessary in connection with the exercise of any remedy hereunder, (viii)
        to
        such Lender’s or Agent’s Affiliates and their respective directors, officers,
        employees and agents including legal counsel and independent auditors (it
        being
        understood that the Persons to whom such disclosure is made will be informed
        of
        the confidential nature of such information and instructed to keep such
        information confidential), (ix) with the consent of the Borrower, (x) to
        Gold
        Sheets and other similar bank trade publications, such information to consist
        solely of deal terms and other information customarily found in such
        publications and (xi) subject to provisions substantially similar to those
        contained in this Section, to any actual or proposed Participant or Assignee
        or
        to any actual or prospective counterparty (or its advisors) to any
        securitization, swap or derivative transaction relating to the Borrower’s
        Obligations hereunder. Notwithstanding the foregoing, any Agent, any Lender
        or
        Alston & Bird LLP may circulate promotional materials and place
        advertisements in financial and other newspapers and periodicals or on a
        home
        page or similar place for dissemination of information on the Internet or
        worldwide web, in each case, after the closing of the transactions contemplated
        by this Agreement in the form of a “tombstone” or other release limited to
        describing the names of the Borrower or its Affiliates, or any of them, and
        the
        amount, type and closing date of such transactions, all at their sole
        expense.”
 
 (u)  Schedule
        5.12 to the Credit Agreement is hereby deleted and replaced with Schedule
        5.12
        attached hereto.
 
 Section
        2.  Conditions
        Precedent .
        The
        effectiveness of this Amendment is subject to receipt by the Administrative
        Agent of each of the following, each in form and substance satisfactory to
        the
        Administrative Agent:
 
 (a)  A
        counterpart of this Amendment duly executed by the Borrower and the Required
        Lenders;
 
 (b)  Evidence
        that all fees and expenses payable to the Administrative Agent in connection
        with this Amendment have been paid; and
 
 (c)  Such
        other documents, instruments and agreements as the Administrative Agent may
        reasonably request.
 
 Section 3 . Representations .
        The
        Borrower represents and warrants to the Administrative Agent and the Lenders
        that:
 
 (a)  Authorization .
        The
        Borrower has the right and power, and has taken all necessary action to
        authorize it, to execute and deliver this Amendment and to perform its
        obligations hereunder and under the Credit Agreement, as amended by this
        Amendment, in accordance with their respective terms. This Amendment has
        been
        duly executed and delivered by a duly authorized officer of the Borrower
        and
        each of this Amendment and the Credit Agreement, as amended by this Amendment,
        is a legal, valid and binding obligation of the Borrower enforceable against
        the
        Borrower in accordance with its respective terms except as (i) the
        enforceability thereof may be limited by bankruptcy, insolvency or similar
        laws
        affecting creditors rights generally and (ii) the availability of equitable
        remedies may be limited by equitable principles of general
        applicability.
 
 (b)  Compliance
        with Laws, etc .
        The
        execution and delivery by the Borrower of this Amendment and the performance
        by
        the Borrower of this Amendment and the Credit Agreement, as amended by this
        Amendment, in accordance with their respective terms, do not and will not,
        by
        the passage of time, the giving of notice or otherwise: (i) require any
        Government Action or violate any Applicable Law relating to the Borrower;
        (ii) conflict with, result in a breach of or constitute a default under the
        organizational documents of the Borrower, or any indenture, agreement or
        other
        instrument to which the Borrower is a party or by which it or any of its
        properties may be bound; or (iii) result in or require the creation or
        imposition of any Lien upon or with respect to any property now owned or
        hereafter acquired by the Borrower.
 
 (c)  No
        Default .
        No
        Default or Event of Default has occurred and is continuing as of the date
        hereof
        or will exist immediately after giving effect to this Amendment.
 
 Section 4 . Reaffirmation
        of Representations by Borrower .
        The
        Borrower hereby repeats and reaffirms all representations and warranties
        made by
        the Borrower to the Administrative Agent and the Lenders in the Credit Agreement
        and the other Loan Documents on and as of the date hereof with the same force
        and effect as if such representations and warranties were set forth in this
        Amendment in full.
 
 Section 5 . Certain
        References .
        Each
        reference to the Credit Agreement in any of the Loan Documents shall be deemed
        to be a reference to the Credit Agreement as amended by this Amendment.
 
 Section 6. Expenses .
        The
        Borrower shall reimburse the Administrative Agent upon demand for all costs
        and
        expenses (including attorneys’ fees) incurred by the Administrative Agent in
        connection with the preparation, negotiation and execution of this Amendment
        and
        the other agreements and documents executed and delivered in connection
        herewith.
 
 Section 7 . Benefits .
        This
        Amendment shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective successors and assigns.
 
 Section 8 . GOVERNING
        LAW .
        THIS
        AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
        PERFORMED, IN SUCH STATE.
 
 Section 9 . Effect;
        Ratification .
        Except
        as expressly herein amended, the terms and conditions of the Credit Agreement
        and the other Loan Documents remain unchanged and continue to be in full
        force
        and effect. The amendments contained herein shall be deemed to have prospective
        application only, unless otherwise specifically stated herein. The Credit
        Agreement is hereby ratified and confirmed in all respects. It is the intention
        and understanding of the parties hereto that this Amendment shall act as
        an
        amendment to the Credit Agreement and shall not act as a novation of the
        indebtedness evidenced by the Credit Agreement.
 
 Section 10 . Counterparts .
        This
        Amendment may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original and shall be binding upon all parties, their successors
        and assigns.
 
 Section
        11.  Successors
        and Assigns .
        This
        Amendment shall be binding upon and inure to the benefit of each of the parties
        hereto and its respective successors and assigns. The successor and assigns
        of
        such entities shall include, without limitation, their respective receivers,
        trustees or debtors-in-possession.
 
 [Signatures
        on Next Page]
 
  IN
        WITNESS WHEREOF, the parties hereto have caused this First Amendment to
        Five-Year Letter of Credit and Revolving Credit Agreement to be executed
        as of
        the date first above written.
 
 **PPL
        ENERGY SUPPLY, LLC**
  By:
        _____________________________
 Name:
        ___________________________
 Title:
        ____________________________
   **WACHOVIA
        BANK, NATIONAL ASSOCIATION,**
 **as
        Administrative Agent**
 
 By:
        _____________________________
 Name:
        ___________________________
 Title:
        ____________________________
   **WACHOVIA
        BANK, NATIONAL ASSOCIATION,**
 **as
        Issuing Lender**
 
 By:
        _____________________________
 Name:
        ___________________________
 Title:
        ____________________________
   **WACHOVIA
        BANK, NATIONAL ASSOCIATION,**
 **as
        a Lender**
 
 By:
        _____________________________
 Name:
        ___________________________
 Title:
        ____________________________
   
  **SCHEDULE
        5.12**
 
 
 **Restricted
        Subsidiaries**
 
 
 **Restricted
                  Subsidiary**
              **Jurisdiction
                  of Organization**PPL
                  Generation , LLC
              DelawarePPL
                  Montana Holdings, LLC
              DelawarePPL
                  Montana, LLC
              DelawarePPL
                  Martins Creek, LLC
              DelawarePPL
                  Brunner Island, LLC
              DelawarePPL
                  Montour, LLC
              DelawarePPL
                  Susquehanna, LLC
              DelawarePPL
                  Wallingford LLC
              ConnecticutPPL
                  Holtwood, LLC
              DelawarePPL
                  Maine, LLC
              DelawarePPL
                  EnergyPlus, LLC
              PennsylvaniaPPL
                  Investment Corporation
              DelawarePPL
                  Shoreham Energy, LLC
              DelawarePPL
                  Edgewood Energy, LLC
              Delaware