exhibit10a.htm


    Exhibit 10(a)

    
 

    AMENDMENT
NO. 1

     

    TO THE
CREDIT AND SECURITY AGREEMENT

     

    This
AMENDMENT NO. 1 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as
of July 28, 2009, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the
“Borrower”),
PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY
RECEIVABLES CORPORATION (“Victory”), as a
Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as
Liquidity Bank (in such capacity, the “Liquidity Bank”) and
as Agent (in such capacity, the “Agent”).  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned thereto in the Agreement (as defined below), including terms and
definitions incorporated by reference therein.

     

    WHEREAS,
the parties hereto have entered into that certain Credit and Security Agreement,
dated as of August 5, 2008 (as amended, supplemented and otherwise modified from
time to time and as may be further amended, supplemented and otherwise modified
from time to time, the “Agreement”);

     

    WHEREAS,
in connection with this Amendment, the parties hereto are entering into an
amended and restated Fee Letter, dated as of the date hereof (the “A&R Fee Letter”);
and

     

    WHEREAS,
the parties hereto desire to amend the Agreement as herein set
forth;

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    SECTION
1. Amendments to the
Agreement.  The Agreement is hereby amended as
follows:

     

    1.1 The
definition of “Default
Rate” set forth in Exhibit I to the
Agreement is amended by replacing the percentage “2.00%” where it appears in
clause (ii)
thereof with the percentage “3.00%”.

     

    1.2 The
definition of “Facility Termination
Date” set forth in Exhibit I to the
Agreement is amended by replacing the date “July 29, 2009” where it appears in
clause (iii)
thereof with the date “July 27, 2010”.

     

    1.3 Section 5.1(l) of the
Agreement is amended by replacing the date “December 31, 2007” where it appears
therein with the date “December 31, 2008”.

     

    SECTION
2. Representations and
Warranties of the Originator.  Each of the Borrower and the
Servicer, as to itself, hereby represents and warrants to Victory, the Liquidity
Bank and the Agent as follows:

     

    2.1 The
representations and warranties of such Person contained in Article V of the
Agreement (as amended hereby) are true and correct as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations
and warranties were true and correct as of such earlier date).

     

    2.2 This
Amendment and the Agreement (as amended hereby) constitute the legal, valid and
binding obligation of such Person enforceable against such Person in accordance
with their respective terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally and to the effect of general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).

     

    2.3 Upon
giving effect to this Amendment, no Amortization Event or Unmatured Amortization
Event has occurred and is continuing.

     

    SECTION
3. Conditions to
Effectiveness.  This Amendment shall become effective as of the
date hereof upon receipt by the Agent of the following:

     

    3.1 counterparts
of this Amendment executed by each of the parties hereto;

     

    3.2 counterparts
of the A&R Fee Letter executed by each of the parties thereto;
and

     

    3.3 payment
in full of the renewal fee payable pursuant to the A&R Fee Letter in
accordance with the terms thereof.

     

    SECTION
4. Effect of Amendment;
Ratification.  Except as specifically amended hereby, the
Agreement is hereby ratified and confirmed in all respects, and all of its
provisions shall remain in full force and effect.  After this
Amendment becomes effective, all references in the Agreement (or in any other
Transaction Document) to “this Agreement”, “hereof”, “herein”, or words of
similar effect, in each case referring to the Agreement, shall be deemed to be
references to the Agreement as amended hereby.  This Amendment shall
not be deemed to expressly or impliedly waive, amend, or supplement any
provision of the Agreement other than as specifically set forth
herein.

     

    SECTION
5. Counterparts;
Delivery.  This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.  Delivery of an
executed counterpart of a signature page to this Amendment by facsimile or other
electronic means shall be effective as delivery of a manually executed
counterpart of this Amendment.

     

    SECTION
6. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES).

     

    SECTION
7. Section
Headings.  The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or the Agreement or any provision hereof or thereof.

     

    [Signature
pages follow.]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    PPL
RECEIVABLES CORPORATION,

    as
Borrower

    


    


    By:   __________________________                                                                        

    Name:

    Title:

    


    


    PPL
ELECTRIC UTILITIES CORPORATION,

    as
Servicer

    


    


    By:  ___________________________                                                                         

    Name:

    Title:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    VICTORY
RECEIVABLES CORPORATION,

    as a
Lender

    


    


    By:  ____________________________                                                                         

    Name:

    Title:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE BANK
OF TOKYO-MITSUBISHI UFJ. LTD., NEW YORK BRANCH, as a Liquidity Bank

    


    


    By:    _____________________________                                                                       

    Name:

    Title:

    


    


    


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

    


    


    By:   ______________________________                                                                        

    Name:

    Title: