Exhibit 10(n)-3


    
      Exhibit
        10(n)-3

      


      EXECUTION
        COPY

       

      SECOND
        AMENDMENT 

      TO
        CREDIT
        AND SECURITY AGREEMENT

      


      


      THIS
        SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of August 1,
        2005
        (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 prior to the date hereof and as may be
        further amended, restated, 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 as follows:

       

      (a)  Exhibit
        I
        to the Agreement is hereby amended by deleting the definition of “Dilution
        Horizon Ratio” in its entirety and substituting in lieu thereof the following
        definition:

       

      “Dilution
        Horizon Ratio:
        As of
        any Cut-off Date, a ratio (expressed as a decimal), computed by dividing
        (1) the
        sum of (i) the aggregate sales generated by the Originators during the
        Calculation Period ending on such Cut-Off Date and (ii) the aggregate sales
        generated by the Originators during the Calculation Period immediately preceding
        the Calculation Period ending on such Cut-Off Date, by (2) the Net Pool Balance
        as of such Cut-Off Date.”

       

      (b)  Exhibit
        I
        to the Agreement is hereby amended by deleting the definition of “Dilution
        Ratio” in its entirety and substituting in lieu thereof the following
        definition:

       

      “Dilution
        Ratio: 
        As of any Cut-Off Date, a ratio (expressed as a percentage), computed by
        dividing (1) the total amount of decreases in Outstanding Balances due to
        Dilutions during the Calculation Period ending on such Cut-Off Date, by (2)
        the
        aggregate sales generated by the Originators during the Calculation Period
        that
        ended two months prior to the commencement of the Calculation Period ending
        on
        such Cut-Off Date (for example with respect to the July 31, 2005 Cut-Off
        Date
        the ratio would be calculated using aggregate sales generated during the
        April
        2005 Calculation Period).”

       

      (c) Exhibit
        I
        to the Agreement is hereby amended by deleting the definition of “Facility
        Termination Date” in its entirety and substituting in lieu thereof the following
        definition:

       

      “Facility
        Termination Date:
        The
        earlier of (i)
        the
        Liquidity Termination Date, (ii)
        the
        Amortization Date and (iii) July 31, 2006.”

       

      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
        (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. Except as otherwise amended by this Amendment, the Agreement
        shall continue in full force and effect and is hereby ratified and
        confirmed.

       

      SECTION
        3. Effectiveness.
        This
        Amendment shall become effective as of August 1, 2005 (the “Effective
        Date”);
        provided,
        that
        each of the following conditions precedent shall have been
        satisfied:

       

      (a) This
        Amendment; the First Amendment to the Liquidity Asset Purchase Agreement,
        dated
        as of the date hereof, and the Second Amended and Restated fee Letter, dated
        as
        of the date hereof (the “Fee
        Letter”),
        shall
        have been executed and delivered by a duly authorized officer of each party
        thereto; and

      


      (b) The
        Agent
        shall have received payment from the Borrower by a method acceptable to both
        parties, in the amount of $25,000 pursuant to the Fee Letter.

      


      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:
        ________________________  

      


      


      


      


      


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      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:
        ________________________ 

      


      


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