exhibit10b.htm


    
Exhibit 10(b)

     

    AMENDED
AND RESTATED FEE LETTER

     

    July 28,
2009

     

    PPL
Receivables Corporation

    3993
Howard Hughes Parkway

    Suite
250

    Las
Vegas, Nevada 89169

     

    Ladies
and Gentlemen:

     

    This
letter agreement (this “Fee Letter”) is the
Fee Letter referred to in the Credit and Security Agreement, dated as of August
5, 2008, by and among PPL Receivables Corporation, as borrower (the “Borrower”), PPL Electric Utilities
Corporation, as Servicer (“PPL
Electric”), Victory Receivables Corporation (“Victory”),
the liquidity banks from time to time parties thereto and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent (the “Agent”)
(as amended, restated or otherwise modified from time to time, the “Agreement”).  Capitalized
terms used herein without definition have the meanings ascribed to such terms in
the Agreement.

     

    This Fee
Letter amends and restates and supersedes that certain fee letter agreement,
dated as of August 5, 2008 (the “Existing Fee
Letter”), entered into among the parties hereto in connection with the
Agreement.  Accordingly, from and after the date hereof this Fee
Letter shall constitute the Fee Letter referenced in the Agreement; provided, however,
that  all fees that have accrued under the Existing Fee Letter up to
the date hereof shall be payable as and when required in accordance with the
terms thereof.

     

    1. On the
date hereof, the Borrower shall pay or cause to be paid to the Agent a renewal
fee in the amount of $105,000, which fee shall be fully earned on the date
hereof and non-refundable in whole or in part and shall be paid by a method
acceptable to both parties.

     

    2. In
addition to the legal, audit and other fees and expenses set forth in Section
10.3 of the Agreement and other amounts due to the Agent or Victory under the
terms of the Agreement, the Borrower hereby agrees to pay or cause to be paid to
the Agent for each day from and after the date hereof, monthly in arrears on
each Settlement Date and on the Facility Termination Date, in immediately
available funds:

     

    (a) for the
portion of the Aggregate Principal funded with Commercial Paper, a fee computed
at the rate of 1.20% per annum on the portion of the average Aggregate Principal
outstanding on each day during the immediately preceding Settlement Period (the
“Program
Fee”); and

     

    (b) a fee in
an amount equal to the sum of 0.50% per annum on the average daily excess, if
any, during the immediately preceding Settlement Period of (1) the Borrowing
Limit over (2) the Aggregate Principal (the “Unused
Fee”).

     

    The
Program Fee and the Unused Fee shall be computed for actual days elapsed on the
basis of a 360-day year, provided, however, with respect
to the Facility Termination Date, the fee payable shall be equal to the Program
Fee and the Unused Fee accrued for the actual number of days elapsed from the
last day of the Settlement Period immediately preceding the most recent
scheduled Settlement Date to the Facility Termination Date.

     

    3. “Applicable Margin”
shall mean, at any time, 2.25%.

     

    4. In
satisfaction of the obligation of the Borrower under Section 10.3 to pay legal
fees of the Agent and Victory in respect of the administration of the Agreement
and the transactions contemplated thereby, the Borrower shall pay or cause to be
paid the legal fees of Mayer Brown LLP in connection with the negotiation,
execution and delivery of this Fee Letter, the Agreement and the related
amendments to the other Transaction Documents plus out-of-pocket
expenses.

     

    5. The
Borrower and the Servicer shall maintain and shall cause each of its employees
and officers to maintain the confidentiality of this Fee Letter, except that
such Person and its officers and employees may disclose such information to such
Person’s external accountants and attorneys and as required by any applicable
law or order of any judicial or administrative proceeding.

     

    6. THIS FEE
LETTER, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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    Please
confirm your agreement to the foregoing by signing this Fee Letter in the space
provided below and returning it to the undersigned.

     

    Very
truly yours,

    


    THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

    as
Agent

    


    


    By:    ________________________________________                                                                      

    Name:

    Title:

    


    


    VICTORY
RECEIVABLES CORPORATION

    


    


    By:   _________________________________________                                                                       

    Name:

    Title:

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
and Agreed as of the date first above written:

     

    PPL
RECEIVABLES CORPORATION

     

    


     

    


     

    By:   _________________________                                                             

    Name:

    Title: