Exhibit 10(d)


    Exhibit
      10(d)

    


    FOURTH
      AMENDMENT

    TO

    CREDIT
      AND SECURITY AGREEMENT

    


    


    THIS
      FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of July 31, 2006
      (this “Amendment”),
      is
      entered into by and among PPL Receivables Corporation (“Borrower”),
      PPL
      Electric Utilities Corporation (“PPL
      Electric”),
      Variable Funding Capital Company LLC (successor to Blue Ridge Asset Funding
      Corporation) (“VFCC”),
      and
      Wachovia Bank, National Association (together with its successors and assigns,
      the “Agent”).
      Capitalized terms used and not otherwise defined herein are used as defined
      in
      the Agreement (as defined below).

     

    WHEREAS,
      the Borrower, PPL Electric, VFCC and the Agent are parties to that certain
      Credit and Security Agreement, dated as of August 1, 2004 (as amended,
      supplemented or otherwise modified from time to time, the "Agreement");

     

    WHEREAS,
      the parties to the Agreement wish to amend the Agreement in certain respects
      as
      hereinafter described;

     

    NOW
      THEREFORE, in consideration of the premises and the other mutual covenants
      contained herein, the parties hereto agree as follows:

     

    SECTION
      1. Amendments.
      The
      Agreement is hereby amended in the following ways:

     

    (i) Section
      14.5 is hereby amended and restated in its entirety to read as
      follows:

     

    “Section
      14.5  Confidentiality.

     

    (a) Each
      PPL
      Electric Party and each Lender shall maintain and shall cause each of its
      employees and officers to maintain the confidentiality of this Agreement and
      the
      other confidential or proprietary information with respect to the PPL Electric
      Parties, the Agent and the Lenders and their respective businesses obtained
      by
      it or them in connection with the structuring, negotiating and execution of
      the
      transactions contemplated herein, except that such PPL Electric Party and such
      Lender and its officers and employees may disclose such information to such
      PPL
      Electric Party’s and such Lender’s respective external accountants and attorneys
      and as required by any applicable law or order of any judicial or administrative
      proceeding.

    


    (b) Anything
      herein to the contrary notwithstanding, each PPL Electric Party hereby consents
      to the disclosure of any nonpublic information with respect to it (i) to the
      Agent, the Liquidity Banks or VFCC by each other, (ii) by the Agent or the
      Lenders to any prospective or actual assignee or participant of any of them
      and
      (iii) by the Agent to any rating agency, Commercial Paper dealer or provider
      of
      a surety, guaranty or credit or liquidity enhancement to VFCC and to any
      officers, directors, employees, advisors, outside accountants and attorneys
      of
      any of the foregoing, provided that each such Person is informed of the
      confidential nature of such information. In addition, the Lenders and the Agent
      may disclose any such nonpublic information pursuant to any law, rule,
      regulation, direction, request or order of any judicial, administrative or
      regulatory authority or proceedings (whether or not having the force or effect
      of law).”

    


    (ii) Clause
      (iv) of the definition of “Eligible Receivable” in Exhibit I of the Agreement is
      hereby amended and restated in its entirety to read as follows:

     

    “(iv)
       which
      is
      not a Defaulted Receivable;”.

     

    (iii) The
      definition of “Facility Termination Date” in Exhibit I of the Agreement is
      hereby amended and restated in its entirety to read as follows:

     

    “Facility
      Termination Date:
      The
      earlier of (i) the Liquidity Termination Date, (ii) the Amortization Date and
      (iii) July 30, 2007.”

     

    (iv) The
      definition of “Five-Year Credit Agreement” in Exhibit I of the Agreement is
      hereby amended and restated in its entirety to read as follows:

     

    “Five-Year
      Credit Agreement:
      That
      certain Second Amended and Restated Five-Year Credit Agreement, dated as of
      June
      9, 2006, by and among Originator, the Lenders from time to time party thereto,
      Wachovia Bank, National Association, Barclays Bank PLC, Citibank, N.A., Wachovia
      Capital Markets, LLC, Barclays Capital, CitiGroup Global Markets, Inc., UBS
      Loan
      Finance, LLC and JPMorgan Chase Bank, as may be modified, amended or restated
      from time to time.”

     

    SECTION
      2. Reference
      to and Effect on the Agreement and the Related Documents.
      Upon
      the effectiveness of this Amendment, (i) each of the Borrower and PPL Electric
      hereby reaffirms all representations and warranties made by it in the Agreement
      and agrees that all such representations and warranties shall be deemed to
      have
      been remade as of the effective date of this Amendment, (ii) each of the
      Borrower and PPL Electric hereby represents and warrants that no Amortization
      Event or Unmatured Amortization Event shall have occurred and be continuing
      and
      (iii) each reference in the Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be, and any references
      to the Agreement in any other document, instrument or agreement executed and/or
      delivered in connection with the Agreement shall mean and be, a reference to
      the
      Agreement as amended hereby.

     

    SECTION
      3. Effect.
      Upon
      the execution and delivery of counterparts of this Amendment by each of the
      parties hereto, this Amendment shall be effective as of the date of receipt
      by
      the Agent of all executed signature pages. Except as otherwise amended by this
      Amendment, the Agreement shall continue in full force and effect and is hereby
      ratified and confirmed.

     

    SECTION
      4. Governing
      Law.
      This
      Amendment will be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to the conflicts of laws principles
      thereof (other than Section 5-1401 of the New York General Obligations
      Law).

     

    SECTION
      5. Severability.
      Each
      provision of this Amendment shall be severable from every other provision of
      this Amendment for the purpose of determining the legal enforceability of any
      provision hereof, and the unenforceability of one or more provisions of this
      Amendment in one jurisdiction shall not have the effect of rendering such
      provision or provisions unenforceable in any other jurisdiction.

     

    SECTION
      6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument. Delivery of an executed counterpart of a signature page by
      facsimile shall be effective as delivery of a manually executed counterpart
      of
      this Amendment.

     

    


    


    


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    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
      respective officers thereunto duly authorized, as of the date first above
      written.

    


    


    PPL
      RECEIVABLES CORPORATION 

    


    


    By:
      _______________________________________

    Name:_____________________________________

    Title:______________________________________

    


    


    PPL
      ELECTRIC UTILITIES CORPORATION

    


    


    By:
      _______________________________________

    Name:_____________________________________

    Title:______________________________________

    


    


    VARIABLE
      FUNDING CAPITAL COMPANY LLC

    By: Wachovia
      Capital Markets, LLC, 

           
as
      Attorney-In-Fact

    


    


    By:
      _______________________________________

    Name:_____________________________________

    Title:______________________________________

    


    


    WACHOVIA
      BANK,

    NATIONAL
      ASSOCIATION,

    as
      a
      Liquidity Bank and as Agent

    


    By:
      _______________________________________

    Name:_____________________________________

    Title:______________________________________

    


    


    


    


    


    


    


    


    [Signature
      page to Fourth Amendment to CSA - PPL]