Exhibit
10(q)-7
 
 SIXTH
AMENDMENT TO REIMBURSEMENT AGREEMENT
 
 THIS
SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of March 29, 2007 (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”); and
  WHEREAS,
the Account Party has requested that the Lenders amend certain provisions of the
Existing Reimbursement Agreement and the Lenders are willing to modify the
Existing Reimbursement Agreement 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.
  “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
Existing Reimbursement Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such
meanings.
  ARTICLE
II
 AMENDMENTS
TO THE EXISTING 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.
   SECTION
2.1.  Amendment to Article
I.  The definition of “Restricted Subsidiary” set forth in
Section 1.1 of the Existing Reimbursement Agreement is hereby amended by
deleting the words “Schedule 5.12” therein and inserting the words “Schedule
5.11” in lieu thereof.
   SECTION
2.2.  Amendment to Article
II.  Clause (b) of Section 2.5 of the Existing Reimbursement
Agreement is hereby amended in its entirety to read as follows:
  deliver
to the Administrative Agent a representation certificate duly executed by an
Authorized Officer of the Account Party, dated as of March 31, 2007, in form and
substance satisfactory to the Administrative Agent.
  SECTION
2.3.  Amendments to Article
VI.  Article VI of the Existing Reimbursement Agreement is
hereby amended in accordance with Sections 2.3.1
through 2.3.3.
   SECTION
2.3.1.  Section 6.4 of the Existing Reimbursement Agreement is hereby
amended by deleting each instance of the date “December 31, 2004” in clauses (a)
and (b) thereof and inserting the date “December 31, 2005” in lieu
thereof.
   SECTION
2.3.2.  Section 6.6 of the Existing Reimbursement Agreement is hereby
amended by deleting the date “December 31, 2004” therein and inserting the date
“December 31, 2005” in lieu thereof.
   SECTION
2.3.3.  Section 6.11 of the Existing Reimbursement Agreement is hereby
amended in its entirety to read as follows:
   SECTION
6.11.  [INTENTIONALLY OMITTED.]
   SECTION
2.4.  Amendments to Article
VIII.  Article VIII of the Existing Reimbursement Agreement is
hereby amended in accordance with Sections 2.4.1 and
2.4.2.
   SECTION
2.4.1.  Section 8.1.3 of the Existing Reimbursement Agreement is
hereby amended in its entirety to read as follows:
  SECTION
8.1.3.  The Account Party shall default in the due performance or
observance of any of its obligations under clause (ii) of Section 6.05, or
Sections 6.06, 6.08, 6.09, 6.11 or 6.12 of the Incorporated
Agreement.
   SECTION
2.4.2.  Clause (a) of Section 8.1.4 of the Existing Reimbursement
Agreement is hereby amended in its entirety to read as follows:
   (a) fail
to observe or perform any covenant or agreement contained in Section 6.01(d)(i)
of the Incorporated Agreement for 30 days after any such failure or in Section
6.01(d)(ii) of the Incorporated Agreement for 10 days after any such failure;
or
  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.  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.  Automatic Extension of
Stated Maturity Date.  After the occurrence of the Amendment
Effective Date and upon receipt of the items set forth in clauses (a) and (b) of
Section 2.5 of the Credit Agreement, the Stated Maturity Date shall be
automatically extended to March 31, 2008 in accordance with such
Section.
   SECTION
4.2.  Cross-References.  References
in this Amendment to any Article or Section are, unless otherwise specified, to
such Article or Section of this Amendment.
   SECTION
4.3.  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
4.4.  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
4.5.  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
4.6.  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
4.7.  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
4.8.  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 clauses (a) and (b) of 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:  /s/ James E.
Abel
 Title:  Vice
President and Treasurer
 
 
 
 THE BANK
OF NOVA SCOTIA
 
 
 By:  /s/ Andrew
Johnson
 Title:
Director