Exhibit 10(n)-2


    

      Exhibit
        10(n)-2

       

      Execution
        Version

      


      


      FIRST
        AMENDMENT AND LIMITED WAIVER

      TO
        CREDIT
        AND SECURITY AGREEMENT

      


      


      THIS
        FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AND SECURITY AGREEMENT, dated
        as of
        October 10, 2004 (this “Amendment”),
        is
        entered into by and among PPL RECEIVABLES CORPORATION (“Borrower”),
        PPL
        Electric Utilities Corporation (“PPL
        Electric”),
        Blue
        Ridge Asset Funding Corporation (“Blue
        Ridge”),
        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 and amended hereby).

       

      


      WHEREAS,
        the Borrower, PPL Electric, Blue Ridge and the Agent have entered into 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. Limited
        Waiver.
        Pursuant to Section 9.1(i) of the Agreement (prior to giving effect to the
        amendment in Section 2 hereof), an Amortization Event shall occur if as at
        the
        end of any Calculation Period the three-month rolling average Dilution Ratio
        shall exceed 2.25% (the “Dilution
        Ratio Event”).
        The
        Borrower hereby informs the Agent that the Dilution Ratio Event occurred
        as of
        August 31, 2004 and is continuing (prior to giving effect to the amendment
        in
        Section 2 hereof) and requests that the Agent waive the Amortization Event
        occurring as a result of the Dilution Ratio Event. The Agent hereby waives
        such
        Amortization Event.

       

      SECTION
        2. Amendment.
        From
        the date hereof Section 9.1(i) of the Agreement is hereby amended and restated
        in its entirety to read as follows:

       

      “(i) As
        at the
        end of any Calculation Period:

      


      (i) the
        three-month rolling average Delinquency Ratio shall exceed 6.00%,

      


      (ii) the
        three-month rolling average Default Ratio shall exceed 1.75%, or

      


      (iii)
         the
        three-month rolling average Dilution Ratio shall exceed 2.75% for
        the period
        from the date hereof to October 29, 2004 and 2.25% thereafter;”

       

      SECTION
        3. Reservation
        of Rights.

       

      (a) Forbearance.
        In
        reliance upon the representations, warranties and covenants of the Borrower
        contained in this Amendment and any documents or instruments executed in
        connection herewith, the Agent agrees to forbear from exercising its rights
        and
        remedies under the Transaction Documents or applicable law in respect of
        or
        arising out of the Dilution Ratio Event, subject to the conditions contained
        herein.

       

      (b) Reservation
        of Rights.
        Other
        than as provided in Section 2 above, the Agent has not waived, is not by
        this
        Amendment waiving, and has no intention of waiving, any Amortization Event
        which
        may be continuing on the date hereof (whether the same or similar to the
        Dilution Ratio Event or otherwise) and, other than as provided in Section
        2
        above, the Agent has not agreed to forbear with respect to any of its rights
        or
        remedies concerning any Amortization Event which may have occurred or are
        continuing as of the date hereof or which may occur after the date hereof.
        The
        Agent reserves the right, in its sole discretion, to exercise any or all
        of its
        rights and remedies under the Agreement and the other Transaction Documents
        as a
        result of any Amortization Event (other than as provided in Section 2 above)
        which may be continuing on the date hereof or any Amortization Event which
        may
        occur after the date hereof, and Agent has not waived any of such rights
        or
        remedies, and nothing in this Amendment, and no delay on its part in exercising
        any such rights or remedies, should, or shall, be construed as a waiver of
        any
        such rights or remedies.

       

      SECTION
        4. 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
        (other than as discussed herein) 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 (other than as discussed herein) 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
        5. Effect.
        Except
        as otherwise amended by this Amendment, the Agreement shall continue in full
        force and effect and is hereby ratified and confirmed.

       

      SECTION
        6. 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
        7. 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
        8. 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:
        __________________________


      


      BLUE
        RIDGE ASSET FUNDING CORPORATION

      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:
        __________________________