Execution
Version

    


    Published
CUSIP Number:  o

    Revolving
Credit CUSIP Number:  o

    
       

      
        

      



    $4,000,000,000

     

    REVOLVING
CREDIT AGREEMENT

     

    dated
as of October 19, 2010

     

    among

     

    PPL
ENERGY SUPPLY, LLC,

     

    THE
LENDERS FROM TIME TO TIME PARTY HERETO,

     

    and

     

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Administrative Agent, Issuing Lender and Swingline Lender

     

    
      

    

      

    WELLS
FARGO SECURITIES, LLC,

    BANC
OF AMERICA SECURITIES LLC,

    BARCLAYS
CAPITAL,

    THE
BANK OF NOVA SCOTIA,

    


    and

    


    RBS
SECURITIES INC.,

    Joint
Lead Arrangers and Joint Bookrunners

    


    BANK
OF AMERICA, N.A.,

    Syndication
Agent

    


    BARCLAYS
BANK PLC,

    THE
BANK OF NOVA SCOTIA,

    


    and

    


    THE
ROYAL BANK OF SCOTLAND PLC

    Documentation
Agents

     

    
      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	
                              Page

                            
	 
      	 
      
	
                              ARTICLE
      I DEFINITIONS

                            	
                              1

                            
	
                              Section
      1.01.

                            	
                              Definitions

                            	
                              1

                            
	 	 
	
                              ARTICLE
      II THE CREDITS

                            	
                              18

                            
	
                              Section
      2.01.

                            	
                              Commitments
      to Lend

                            	
                              18

                            
	
                              Section
      2.02.

                            	
                              Swingline
      Loans

                            	
                              19

                            
	
                              Section
      2.03.

                            	
                              Notice
      of Borrowings

                            	
                              20

                            
	
                              Section
      2.04.

                            	
                              Notice
      to Lenders; Funding of Revolving Loans and Swingline Loans

                            	
                              21

                            
	
                              Section
      2.05.

                            	
                              Noteless
      Agreement; Evidence of Indebtedness

                            	
                              21

                            
	
                              Section
      2.06.

                            	
                              Interest
      Rates

                            	
                              22

                            
	
                              Section
      2.07.

                            	
                              Fees

                            	
                              24

                            
	
                              Section
      2.08.

                            	
                              Adjustments
      of Commitments

                            	
                              25

                            
	
                              Section
      2.09.

                            	
                              Maturity
      of Loans; Mandatory Prepayments

                            	
                              27

                            
	
                              Section
      2.10.

                            	
                              Optional
      Prepayments and Repayments

                            	
                              28

                            
	
                              Section
      2.11.

                            	
                              General
      Provisions as to Payments

                            	
                              28

                            
	
                              Section
      2.12.

                            	
                              Funding
      Losses

                            	
                              29

                            
	
                              Section
      2.13.

                            	
                              Computation
      of Interest and Fees

                            	
                              29

                            
	
                              Section
      2.14.

                            	
                              Basis
      for Determining Interest Rate Inadequate, Unfair or
      Unavailable

                            	
                              29

                            
	
                              Section
      2.15.

                            	
                              Illegality

                            	
                              30

                            
	
                              Section
      2.16.

                            	
                              Increased
      Cost and Reduced Return

                            	
                              30

                            
	
                              Section
      2.17.

                            	
                              Taxes

                            	
                              32

                            
	
                              Section
      2.18.

                            	
                              Base
      Rate Loans Substituted for Affected Euro-Dollar Loans

                            	
                              34

                            
	
                              Section
      2.19.

                            	
                              Increases
      to the Commitment

                            	
                              35

                            
	
                              Section
      2.20.

                            	
                              Defaulting
      Lenders

                            	
                              36

                            
	 	 
	
                              ARTICLE
      III LETTERS OF CREDIT

                            	
                              37

                            
	
                              Section
      3.01.

                            	
                              Issuing
      Lenders

                            	
                              37

                            
	
                              Section
      3.02.

                            	
                              Letters
      of Credit

                            	
                              37

                            
	
                              Section
      3.03.

                            	
                              Method
      of Issuance of Additional Letters of Credit

                            	
                              38

                            
	
                              Section
      3.04.

                            	
                              Conditions
      to Issuance of Letters of Credit

                            	
                              38

                            
	
                              Section
      3.05.

                            	
                              Purchase
      and Sale of Letter of Credit Participations

                            	
                              39

                            
	
                              Section
      3.06.

                            	
                              Drawings
      under Letters of Credit

                            	
                              39

                            
	
                              Section
      3.07.

                            	
                              Reimbursement
      Obligations

                            	
                              39

                            
	
                              Section
      3.08.

                            	
                              Duties
      of Issuing Lenders to Lenders; Reliance

                            	
                              40

                            
	
                              Section
      3.09.

                            	
                              Obligations
      of Lenders to Reimburse Issuing Lender for Unpaid Drawings

                            	
                              41

                            
	
                              Section
      3.10.

                            	
                              Funds
      Received from the Borrower in Respect of Drawn Letters of
      Credit

                            	
                              41

                            
	
                              Section
      3.11.

                            	
                              Obligations
      in Respect of Letters of Credit Unconditional

                            	
                              41

                            
	
                              Section
      3.12.

                            	
                              Indemnification
      in Respect of Letters of Credit

                            	
                              42

                            
	
                              Section
      3.13.

                            	
                              ISP98

                            	
                              43

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    	
                            ARTICLE
      IV CONDITIONS

                          	
                            43

                          
	
                            Section
      4.01.

                          	
                            Conditions
      to Closing

                          	
                            43

                          
	
                            Section
      4.02.

                          	
                            Conditions
      to All Credit Events

                          	
                            45

                          
	 	 
	
                            ARTICLE
      V REPRESENTATIONS AND WARRANTIES

                          	
                            45

                          
	
                            Section
      5.01.

                          	
                            Status

                          	
                            45

                          
	
                            Section
      5.02.

                          	
                            Authority;
      No Conflict

                          	
                            45

                          
	
                            Section
      5.03.

                          	
                            Legality;
      Etc

                          	
                            46

                          
	
                            Section
      5.04.

                          	
                            Financial
      Condition

                          	
                            46

                          
	
                            Section
      5.05.

                          	
                            Rights
      to Properties

                          	
                            46

                          
	
                            Section
      5.06.

                          	
                            Litigation

                          	
                            46

                          
	
                            Section
      5.07.

                          	
                            No
      Violation

                          	
                            47

                          
	
                            Section
      5.08.

                          	
                            ERISA

                          	
                            47

                          
	
                            Section
      5.09.

                          	
                            Governmental
      Approvals

                          	
                            47

                          
	
                            Section
      5.10.

                          	
                            Investment
      Company Act

                          	
                            47

                          
	
                            Section
      5.11.

                          	
                            Restricted
      Subsidiaries, Etc

                          	
                            47

                          
	
                            Section
      5.12.

                          	
                            Tax
      Returns and Payments

                          	
                            47

                          
	
                            Section
      5.13.

                          	
                            Compliance
      with Laws

                          	
                            48

                          
	
                            Section
      5.14.

                          	
                            No
      Default

                          	
                            48

                          
	
                            Section
      5.15.

                          	
                            Environmental
      Matters

                          	
                            48

                          
	
                            Section
      5.16.

                          	
                            Guarantees

                          	
                            49

                          
	
                            Section
      5.17.

                          	
                            OFAC

                          	
                            49

                          
	 	 
	
                            ARTICLE
      VI COVENANTS

                          	
                            49

                          
	
                            Section
      6.01.

                          	
                            Information

                          	
                            49

                          
	
                            Section
      6.02.

                          	
                            Maintenance
      of Property; Insurance

                          	
                            51

                          
	
                            Section
      6.03.

                          	
                            Conduct
      of Business and Maintenance of Existence

                          	
                            52

                          
	
                            Section
      6.04.

                          	
                            Compliance
      with Laws, Etc

                          	
                            52

                          
	
                            Section
      6.05.

                          	
                            Books
      and Records

                          	
                            52

                          
	
                            Section
      6.06.

                          	
                            Use
      of Proceeds

                          	
                            52

                          
	
                            Section
      6.07.

                          	
                            Restriction
      on Liens

                          	
                            53

                          
	
                            Section
      6.08.

                          	
                            Merger
      or Consolidation

                          	
                            55

                          
	
                            Section
      6.09.

                          	
                            Asset
      Sales

                          	
                            56

                          
	
                            Section
      6.10.

                          	
                            Restrictive
      Agreements

                          	
                            56

                          
	
                            Section
      6.11.

                          	
                            Consolidated
      Debt to Consolidated Capitalization Ratio

                          	
                            56

                          
	
                            Section
      6.12.

                          	
                            Indebtedness

                          	
                            56

                          
	 	 
	
                            ARTICLE
      VII DEFAULTS

                          	
                            57

                          
	
                            Section
      7.01.

                          	
                            Events
      of Default

                          	
                            57

                          
	 	 
	
                            ARTICLE
      VIII THE AGENTS

                          	
                            59

                          
	
                            Section
      8.01.

                          	
                            Appointment
      and Authorization

                          	
                            59

                          
	
                            Section
      8.02.

                          	
                            Individual
      Capacity

                          	
                            59

                          
	
                            Section
      8.03.

                          	
                            Delegation
      of Duties

                          	
                            59

                          
	
                            Section
      8.04.

                          	
                            Reliance
      by the Administrative Agent

                          	
                            59

                          
	
                            Section
      8.05.

                          	
                            Notice
      of Default

                          	
                            60

                          
	
                            Section
      8.06.

                          	
                            Non-Reliance
      on the Agents and Other Lenders

                          	
                            60

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              	
                      Section
      8.07.

                    	
                      Exculpatory
      Provisions

                    	
                      61

                    
	
                      Section
      8.08.

                    	
                      Indemnification

                    	
                      61

                    
	
                      Section
      8.09.

                    	
                      Resignation;
      Successors

                    	
                      62

                    
	
                      Section
      8.10.

                    	
                      Administrative
      Agent’s Fees

                    	
                      62

                    
	 	 
	
                      ARTICLE
      IX MISCELLANEOUS

                    	
                      62

                    
	
                      Section
      9.01.

                    	
                      Notices

                    	
                      62

                    
	
                      Section
      9.02.

                    	
                      No
      Waivers; Non-Exclusive Remedies

                    	
                      63

                    
	
                      Section
      9.03.

                    	
                      Expenses;
      Indemnification

                    	
                      64

                    
	
                      Section
      9.04.

                    	
                      Sharing
      of Set-Offs

                    	
                      65

                    
	
                      Section
      9.05.

                    	
                      Amendments
      and Waivers

                    	
                      66

                    
	
                      Section
      9.06.

                    	
                      Successors
      and Assigns

                    	
                      66

                    
	
                      Section
      9.07.

                    	
                      Governing
      Law; Submission to Jurisdiction

                    	
                      68

                    
	
                      Section
      9.08.

                    	
                      Counterparts;
      Integration; Effectiveness

                    	
                      69

                    
	
                      Section
      9.09.

                    	
                      Generally
      Accepted Accounting Principles

                    	
                      69

                    
	
                      Section
      9.10.

                    	
                      Usage

                    	
                      69

                    
	
                      Section
      9.11.

                    	
                      WAIVER
      OF JURY TRIAL

                    	
                      70

                    
	
                      Section
      9.12.

                    	
                      Confidentiality

                    	
                      70

                    
	
                      Section
      9.13.

                    	
                      USA
      PATRIOT Act Notice

                    	
                      71

                    
	
                      Section
      9.14.

                    	
                      No
      Fiduciary Duty

                    	
                      71

                    


            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Appendices
      and Schedules:

                                        
	 
      	 
      
	 
      	
                                          Commitment
      Appendix

                                        
	 
      	 
      
	
                                          Schedules:

                                        
	 	 	 	 
	 
      	
                                          Schedule
      5.11

                                        	
                                          -

                                        	
                                          Restricted
      Subsidiaries, Etc.

                                        
	 
      	
                                          Schedule
      5.16

                                        	
                                          -

                                        	
                                          Guarantees
      of Foreign Subsidiary Debt

                                        
	 
      	
                                          Schedule
      6.07

                                        	
                                          -

                                        	
                                          Existing
      Liens

                                        
	 
      	
                                          Schedule
      6.10

                                        	
                                          -

                                        	
                                          Restrictive
      Agreements

                                        
	 
      	
                                          Schedule
      6.12

                                        	
                                          -

                                        	
                                          Existing
      Debt

                                        
	 
      
	
                                          Exhibits:

                                        
	 	 	 	 
	 
      	
                                          Exhibit
      A-1

                                        	
                                          -

                                        	
                                          Form
      of Notice of Borrowing

                                        
	 
      	
                                          Exhibit
      A-2

                                        	
                                          -

                                        	
                                          Form
      of Notice of Conversion/Continuation

                                        
	 
      	
                                          Exhibit
      A-3

                                        	
                                          -

                                        	
                                          Form
      of Letter of Credit Request

                                        
	 
      	
                                          Exhibit
      B

                                        	
                                          -

                                        	
                                          Form
      of Note

                                        
	 
      	
                                          Exhibit
      C

                                        	
                                          -

                                        	
                                          Form
      of Assignment and Assumption Agreement

                                        
	 
      	
                                          Exhibit
      D

                                        	
                                          -

                                        	
                                          Forms
      of Opinion of Counsel for the Borrower

                                        
	 
      	
                                          Exhibit
      E

                                        	
                                          -

                                        	
                                          Form
      of Notice of Revolving
Increase

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    REVOLVING CREDIT AGREEMENT
(this “Agreement”) dated as
of October 19, 2010 is entered into among PPL ENERGY SUPPLY, LLC, a Delaware
limited liability company (the “Borrower”), the
LENDERS party hereto from time to time and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent. The parties hereto agree as
follows:

     

    RECITALS

     

    WHEREAS, the Borrower is party to that
certain $400,000,000 Amended and Restated 364-Day Credit Agreement dated as of
September 8, 2009 among the Borrower, the lenders party thereto and Wells Fargo
Bank, National Association (as successor to Wachovia Bank, National
Association), as administrative agent, as may be amended, modified, restated and
supplemented. from time to time (the “Existing 2009 Credit
Agreement”);

     

    WHEREAS, the Borrower is party to that
certain $3,400,000,000 Second Amended and Restated Five-Year Credit Agreement
dated as of May 4, 2007 (as amended on December 2008) among the Borrower, the
lenders party thereto, Wells Fargo Bank, National Association (as successor to
Wachovia Bank, National Association), as administrative agent, issuing lender
and swingline lender, Barclays Bank PLC and Citibank, N.A., as syndication
agents, Wachovia Capital Markets, LLC and Citigroup Global Markets, INC., as
joint lead arrangers and JPMorgan Chase Bank and Morgan Stanley Bank, as
documentation agents,  as may be amended, modified, restated and
supplemented. from time to time (the “Existing 2007 Credit
Agreement”);

    


    WHEREAS, PPL Corporation has entered
into that certain purchase and sale agreement dated as of April 28, 2010 among
PPL Corporation, as purchaser, E.ON US Investments Corp., as seller and E.ON US,
LLC, as company (the "Purchase
Agreement") pursuant to
which PPL Corporation will acquire E.ON US, LLC (the “Acquisition”);

    


    WHEREAS, the Borrower intends to repay
in full the obligations under the Existing 2009 Credit Agreement and the
Existing 2007 Credit Agreement; and

    


    WHEREAS, the Borrower has requested
that the Lenders provide a senior unsecured revolving credit facility in an
aggregate amount of $4,000,000,000, and the Lenders are willing to do so on the
terms and conditions set forth herein.

     

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

    


    ARTICLE
I

    DEFINITIONS

     

    Section
1.01.     Definitions. All
capitalized terms used in this Agreement or in any Appendix, Schedule or Exhibit
hereto which are not otherwise defined herein or therein shall have the
respective meanings set forth below.

     

    “Acquisition” has the
meaning set forth in the recitals hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Additional Letter of
Credit” means any standby letter of credit issued under this Agreement by
an Issuing Lender on or after the Effective Date.

     

    “Adjusted London Interbank
Offered Rate” means, for any Interest Period, a rate per annum equal to
the quotient obtained (rounded upward, if necessary, to the nearest 1/100th of
1%) by dividing (i) the London Interbank Offered Rate for such Interest Period
by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

     

    “Administrative Agent”
means Wells Fargo Bank, in its capacity as administrative agent for the Lenders
hereunder and under the other Loan Documents, and its successor or successors in
such capacity.

     

    “Administrative
Questionnaire” means, with respect to each Lender, an administrative
questionnaire in the form provided by the Administrative Agent and submitted to
the Administrative Agent (with a copy to the Borrower) duly completed by such
Lender.

     

    “Affiliate” means,
with respect to any Person, any other Person who is directly or indirectly
controlling, controlled by or under common control with such Person.  A
Person shall be deemed to control another Person if such Person possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through the ownership
of stock or its equivalent, by contract or otherwise.

     

    “Agent” means the
Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the
Documentation Agents or each Person that shall become a joint lead arranger
pursuant to the terms of the Commitment Letter and “Agents” means all of the
foregoing.

     

    “Agreement” has the
meaning set forth in the introductory paragraph hereto, as this Agreement may be
amended, restated, supplemented or modified from time to time.

     

    “Applicable Lending
Office” means, with respect to any Lender, (i) in the case of its Base
Rate Loans, its Base Rate Lending Office and (ii) in the case of its Euro-Dollar
Loans, its Euro-Dollar Lending Office.

     

    “Applicable
Percentage” means, for purposes of calculating (i) the applicable
interest rate for any day for any Base Rate Loans or Euro-Dollar Loans, (ii) the
applicable rate for the Commitment Fee for any day for purposes of Section
2.07(a) or (iii) the applicable rate for the Letter of Credit Fee for any day
for purposes of Section 2.07(b), the appropriate applicable percentage set forth
below corresponding to the then current highest Borrower’s Ratings; provided, that, in
the event that the Borrower’s Ratings shall fall within different levels and
ratings are maintained by both Rating Agencies, the applicable rating shall be
based on the higher of the two ratings unless one of the ratings is two or more
levels lower than the other, in which case the applicable rating shall be
determined by reference to the level one rating lower than the higher of the two
ratings:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 
      	
                      Borrower’s Ratings

                      (S&P /Moody’s)

                    	 	
                      Applicable

                      Percentage for

                      Commitment

                      Fees

                    	 	 	
                      Applicable

                      Percentage for

                      Base Rate

                      Loans

                    	 	 	
                      Applicable

                      Percentage for

                      Euro-Dollar

                      Loans and

                      Letter of Credit

                      Fees

                    	 
	
                      Category A

                    	
                      > A- from S&P / A3 from Moody’s

                    	 	 	0.200	%	 	 	0.75	%	 	 	1.75	%
	
                      Category B

                    	
                      BBB+ from S&P / Baa1 from Moody’s

                    	 	 	0.250	%	 	 	1.00	%	 	 	2.00	%
	
                      Category C

                    	
                      BBB from
      S&P / Baa2 from Moody’s

                    	 	 	0.375	%	 	 	1.25	%	 	 	2.25	%
	
                      Category
      D

                    	
                      BBB-
      from S&P / Baa3 from Moody’s

                    	 	 	0.500	%	 	 	1.50	%	 	 	2.50	%
	
                      Category
      E

                    	
                      ≤BB+
      from S&P / Ba1 from Moody’s

                    	 	 	0.625	%	 	 	2.00	%	 	 	3.00	%


            

          

        

      

    

    


    “Asset Sale” shall
mean any sale of any assets, including by way of the sale by the Borrower or any
of its Subsidiaries of equity interests in such Subsidiaries.

     

    “Assignee” has the
meaning set forth in Section 9.06(c).

     

    “Assignment and Assumption
Agreement” means an Assignment and Assumption Agreement, substantially in
the form of attached Exhibit C, under which an interest of a Lender hereunder is
transferred to an Eligible Assignee pursuant to Section 9.06(c).

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
Termination Date.

     

    “Bankruptcy Code”
means the Bankruptcy Reform Act of 1978, as amended, or any successor
statute.

     

    “Base Rate” means for
any day a rate per annum equal to the highest of (i) the Prime Rate for such
day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and
(iii) except during any period of time during which a notice delivered to the
Borrower under Section 2.14 or Section 2.15 shall remain in effect, the London
Interbank Offered Rate plus 1%.

     

    “Base Rate Borrowing”
means a Borrowing comprised of Base Rate Loans.

     

    “Base Rate Lending
Office” means, as to each Lender, its office located at its address set
forth in its Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Base Rate Lending Office) or such other office as such
Lender may hereafter designate as its Base Rate Lending Office by notice to the
Borrower and the Administrative Agent.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Base Rate Loan” means
(a) a Loan (other than a Swingline Loan) in respect of which interest is
computed on the basis of the Base Rate and (b) a Swingline Loan in respect of
which interest is computed on the basis of the LIBOR Market Index
Rate.

     

    “Borrower” has the
meaning set forth in the introductory paragraph hereto.

     

    “Borrower’s Rating”
means the senior unsecured long-term debt rating of the Borrower from S&P or
Moody’s.

     

    “Borrowing” means a
group of Loans of a single Type made by the Lenders on a single date and, in the
case of a Euro-Dollar Borrowing, having a single Interest Period.

     

    “Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in
Charlotte, North Carolina or New York, New York are authorized by law to close;
provided, that,
when used in Article III with respect to any action taken by or with respect to
any Issuing Lender, the term “Business Day” shall not include any day on which
commercial banks are authorized by law to close in the jurisdiction where the
office at which such Issuing Lender books any Letter of Credit is located; and
provided, further, that when
used with respect to any borrowing of, payment or prepayment of principal of or
interest on, or the Interest Period for, a Euro-Dollar Loan, or a notice by the
Borrower with respect to any such borrowing payment, prepayment or Interest
Period, the term “Business Day” shall also mean that such day is a London
Business Day.

     

    “Capital Lease” means
any lease of property which, in accordance with GAAP, should be capitalized on
the lessee’s balance sheet.

     

    “Capital Lease
Obligations” means, with respect to any Person, all obligations of such
Person as lessee under Capital Leases, in each case taken at the amount thereof
accounted for as liabilities in accordance with GAAP.

     

    “Change of Control”
means (i) the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended) of 25% or more of the outstanding shares of voting stock of PPL
Corporation or its successors or (ii) the failure at any time of PPL Corporation
or its successors to own 80% or more of the outstanding shares of the Voting
Stock in the Borrower.

     

    “Commitment” means,
with respect to any Lender, the commitment of such Lender to (i) make Loans
under this Agreement, (ii) refund or purchase participations in Swingline Loans
pursuant to Section 2.02 and (iii) purchase participations in Letters of Credit
pursuant to Article III hereof, as set forth in the Commitment Appendix and as
such Commitment may be reduced from time to time pursuant to Section 2.08 or
Section 9.06(c) or increased from time to time pursuant to Section 2.19 or
Section 9.06(c).

     

    “Commitment Appendix”
means the Appendix attached under this Agreement identified as
such.

     

    “Commitment Fee” has
the meaning set forth in Section 2.07(a).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Commitment Letter”
means that certain commitment letter dated as of May 12, 2010 among Wells Fargo
Securities, LLC, Banc of America Securities LLC, Wells Fargo Bank and Bank of
America, N.A., addressed to and acknowledged and agreed to by the
Borrower.

     

    “Commitment Ratio”
shall mean, with respect to any Lender, the percentage equivalent of the ratio
which such Lender’s Commitment bears to the aggregate amount of all
Commitments.

     

    “Consolidated
Capitalization” shall mean the sum of, without duplication, (A) the
Consolidated Debt (without giving effect to clause (b) of the definition of
“Consolidated Debt”) and (B) the consolidated member’s equity (determined in
accordance with GAAP) of the common, preference and preferred equityholders of
the Borrower and minority interests  recorded on the Borrower’s
consolidated financial statements (excluding from member’s equity (i) the effect
of all unrealized gains and losses reported under Financial Accounting Standards
Board Accounting Standards Codification Topic 815 in connection with (x) forward
contracts, futures contracts, options contracts or other derivatives or hedging
agreements for the future delivery of electricity, capacity, fuel or other
commodities and (y) Interest Rate Protection Agreements, foreign currency
exchange agreements or other interest or exchange rate hedging arrangements and
(ii) the balance of accumulated other comprehensive income/loss of the Borrower
on any date of determination solely with respect to the effect of any pension
and other post-retirement benefit liability adjustment recorded in accordance
with GAAP), except that for purposes of calculating Consolidated Capitalization
of the Borrower, Consolidated Debt of the Borrower shall exclude Non-Recourse
Debt and Consolidated Capitalization of the Borrower shall exclude that portion
of member’s equity attributable to assets securing Non-Recourse
Debt.

     

    “Consolidated Debt”
means the consolidated Debt of the Borrower and its Consolidated Subsidiaries
(determined in accordance with GAAP), except that for purposes of this
definition (a) Consolidated Debt shall exclude Non-Recourse Debt of the Borrower
and its Consolidated Subsidiaries, and (b) Consolidated Debt shall exclude (i)
Hybrid Securities of the Borrower and its Consolidated Subsidiaries in an
aggregate amount as shall not exceed 15% of Consolidated Capitalization and (ii)
Equity-Linked Securities in an aggregate amount as shall not exceed 15% of
Consolidated Capitalization.

     

    “Consolidated
Subsidiary” means with respect to any Person at any date any Subsidiary
of such Person or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date in accordance with GAAP.

     

    “Continuing Lender”
means with respect to any event described in Section 2.08(b), a Lender which is
not a Retiring Lender, and “Continuing Lenders” means any two or more of such
Continuing Lenders.

     

    “Corporation” means a
corporation, association, company, joint stock company, limited liability
company, partnership or business trust.

     

    “Credit Event” means a
Borrowing or the issuance, renewal or extension of a Letter of
Credit.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Debt” of any Person
means, without duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (iii) all Guarantees by such Person of Debt of others,
(iv) all Capital Lease Obligations and Synthetic Leases of such Person, (v) all
obligations of such Person in respect of Interest Rate Protection Agreements,
foreign currency exchange agreements or other interest or exchange rate hedging
arrangements (the amount of any such obligation to be the net amount that would
be payable upon the acceleration, termination or liquidation thereof), but only
to the extent that such net obligations exceed $75,000,000 in the aggregate and
(vi) all obligations of such Person as an account party in respect of letters of
credit and bankers’ acceptances; provided, however, that “Debt”
of such Person does not include (a) obligations of such Person under any
installment sale, conditional sale or title retention agreement or any other
agreement relating to obligations for the deferred purchase price of property or
services, (b) obligations under agreements relating to the purchase and sale of
any commodity, including any power sale or purchase agreements, any commodity
hedge or derivative (regardless of whether any such transaction is a “financial”
or physical transaction), (c) any trade obligations or other obligations of such
Person incurred in the ordinary course of business or (d) obligations of such
Person under any lease agreement (including any lease intended as security) that
is not a Capital Lease or a Synthetic Lease.

     

    “Default” means any
condition or event which constitutes an Event of Default or which with the
giving of notice or lapse of time or both would, unless cured or waived, become
an Event of Default.

     

    “Defaulting Lender”
means at any time any Lender with respect to which a Lender Default is in effect
at such time.

     

    “Documentation Agents”
means Barclays Bank PLC, The Bank of Nova Scotia and The Royal Bank of Scotland
plc, each in its capacity as documentation agent in respect of this
Agreement.

     

    “Dollars” and the sign
“$” means lawful money of the United States of America.

     

    “Effective Date” means
the date, not later than December 31, 2010, on which the Administrative Agent
determines that the conditions specified in or pursuant to Section 4.01 have
been satisfied.

     

    “Effective Date Event”
means the earliest to occur of the following events: (a) PPL Corporation shall
have consummated the Acquisition pursuant to the Purchase Agreement, (b) the
Purchase Agreement shall have been terminated or expired or PPL Corporation
shall have otherwise abandoned the Acquisition or (c) December 31,
2010.

     

    “Eligible Assignee”
means (i) a Lender; (ii) a commercial bank organized under the laws of the
United States and having a combined capital and surplus of at least
$100,000,000; (iii) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development, or a political subdivision of any such country, and having a
combined capital and surplus of at least $100,000,000; provided, that such
bank is acting through a branch or agency located and licensed in the United
States; or (iv) an Affiliate of a Lender that is an “accredited investor” (as
defined in Regulation D under the Securities Act of 1933, as amended); provided, that, in
each case (a) upon and following the occurrence of an Event of Default, an
Eligible Assignee shall mean any Person other than the Borrower or any of its
Affiliates and (b) notwithstanding the foregoing, “Eligible Assignee” shall not
include the Borrower or any of its Affiliates.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Environmental Laws”
means any and all federal, state and local statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses or other written governmental restrictions relating to the
environment or to emissions, discharges or releases of pollutants, contaminants,
petroleum or petroleum products, chemicals or industrial, toxic or Hazardous
Substances or wastes into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use,  treatment, storage,
disposal, transport or handling of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or Hazardous Substances or
wastes.

     

    “Environmental
Liabilities” means all liabilities (including anticipated compliance
costs) in connection with or relating to the business, assets, presently or
previously owned, leased or operated property, activities (including, without
limitation, off-site disposal) or operations of the Borrower or any of its
Subsidiaries which arise under Environmental Laws.

     

    “Equity-Linked
Securities” means any securities of the Borrower or any of its
Subsidiaries which are convertible into, or exchangeable for, equity securities
of the Borrower, such Subsidiary or PPL Corporation, including any securities
issued by any of such Persons which are pledged to secure any obligation of any
holder to purchase equity securities of the Borrower, any of its Subsidiaries or
PPL Corporation.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, or any successor
statute.

     

    “ERISA Group” means
the Borrower and all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which,
together with the Borrower, are treated as a single employer under Section
414(b) or (c) of the Internal Revenue Code.

     

    “Escrow Agreement”
means the escrow agreement dated as of June 21, 2010 among the Borrower, the
Lenders and the Administrative Agent.

     

    “Escrow Closing Date”
means June 21, 2010.

     

    “Escrow Termination
Date” means the earliest to occur of (a) 5:00 p.m., (New York time)
December 31, 2010 if the Effective Date shall not have occurred by such time and
(b) the date on which the Borrower notifies the Administrative Agent in writing
that it elects to terminate the escrow arrangements established under Section
4.01(a)(i).

     

    “Euro-Dollar
Borrowing” means a Borrowing comprised of Euro-Dollar
Loans.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Euro-Dollar Lending
Office” means, as to each Lender, its office, branch or Affiliate located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Euro-Dollar Lending Office) or such
other office, branch or Affiliate of such Lender as it may hereafter designate
as its Euro-Dollar Lending Office by notice to the Borrower and the
Administrative Agent.

     

    “Euro-Dollar Loan”
means a Loan in respect of which interest is computed on the basis of the
Adjusted London Interbank Offered Rate pursuant to the applicable Notice of
Borrowing or Notice of Conversion/Continuation.

     

    “Euro-Dollar Reserve
Percentage” of any Lender for the Interest Period of any LIBOR Rate Loan
means the reserve percentage applicable to such Lender during such Interest
Period (or if more than one such percentage shall be so applicable, the daily
average of such percentages for those days in such Interest Period during which
any such percentage shall be so applicable) under regulations issued from time
to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
then applicable to such Lender with respect to liabilities or assets consisting
of or including “Eurocurrency Liabilities” (as defined in Regulation D). 
The Adjusted London Interbank Offered Rate shall be adjusted automatically on
and as of the effective date of any change in the Euro-Dollar Reserve
Percentage.

     

    “Event of Default” has
the meaning set forth in Section 7.01.

     

    “Existing 2009 Credit
Agreement” has the meaning set forth in the recitals hereto.

     

    “Existing 2007 Credit
Agreement” has the meaning set forth in the recitals hereto.

     

    “Existing Debt” means
the Debt outstanding on the Escrow Closing Date and listed on Schedule 6.12
hereto.

     

    “Existing Letters of
Credit” means, collectively the standby letters of credit issued before
the Effective Date pursuant to (a) the Existing 2009 Credit Agreement and (b)
the Existing 2007 Credit Agreement and “Existing Letter of
Credit” means any one of them.

     

    “FATCA” means Sections
1471 through 1474 of the Internal Revenue Code and any regulations (whether
final, temporary or proposed) that are issued thereunder or official government
interpretations thereof.

     

    “Federal Funds Rate”
means for any day the rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided, that (i) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average of quotations for such day on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by the Administrative Agent.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Fee Letters” means
(a) the fee letter dated as of May 12, 2010 among the Borrower, Wells Fargo
Securities, LLC and Wells Fargo Bank, as amended, modified or supplemented from
time to time and (b) the Ticking Fee Letter.

     

    “Foreign Subsidiary”
means a Subsidiary which is not formed under the laws of the United States or
any territory thereof.

     

    “Fronting Fee” has the
meaning set forth in Section 2.07(b).

     

    “Fronting Sublimit”
means, at any time, (a) with respect to each JLA Issuing Bank, the quotient
derived from dividing (i) the aggregate Commitments of all Lenders minus the
aggregate Fronting Sublimits of any Issuing Lenders referred to in clause (b)
hereof; provided, that any
increases to the Commitments pursuant to Section 2.19 prior to such time shall
not be included for this purpose without the prior written consent of each of
the JLA Issuing Banks, by (ii) the number of JLA Issuing Banks and (b) with
respect to any other Issuing Lender, an amount as agreed between the Borrower
and such Issuing Lender.

     

    “Funding Letter” means
the letter dated as of June 21, 2010 addressed to the Lenders and the
Administrative Agent and signed by the Borrower.

     

    “GAAP” means United
States generally accepted accounting principles applied on a consistent
basis.

     

    “Governmental
Authority” means any federal, state or local government, authority,
agency, central bank, quasi-governmental authority, court or other body or
entity, and any arbitrator with authority to bind a party at law.

     

    “Group of Loans” means
at any time a group of Revolving Loans consisting of (i) all Revolving Loans
which are Base Rate Loans at such time or (ii) all Revolving Loans which are
Euro-Dollar Loans of the same Type having the same Interest Period at such time;
provided, that,
if a Loan of any particular Lender is converted to or made as a Base Rate Loan
pursuant to Sections 2.15 or 2.18, such Loan shall be included in the same Group
or Groups of Loans from time to time as it would have been in if it had not been
so converted or made.

     

    “Guarantee” of or by
any Person means any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Debt of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt or
to purchase (or to advance or supply funds for the purchase of) any security for
payment of such Debt, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Debt of the payment of such Debt
or (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt; provided, however, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Hazardous Substances”
means any toxic, caustic or otherwise hazardous substance, including petroleum,
its derivatives, by-products and other hydrocarbons, or any substance having any
constituent elements displaying any of the foregoing
characteristics.

     

    “Hybrid Securities”
means any trust preferred securities, or deferrable interest subordinated debt
with a maturity of at least 20 years issued by the Borrower, or any business
trusts, limited liability companies, limited partnerships (or similar entities)
(i) all of the common equity, general partner or similar interests of which are
owned (either directly or indirectly through one or more Wholly Owned
Subsidiaries) at all times by the Borrower or any of its Subsidiaries, (ii) that
have been formed for the purpose of issuing hybrid preferred securities and
(iii) substantially all the assets of which consist of (A) subordinated debt of
the Borrower or a Subsidiary of the Borrower, as the case may be, and (B)
payments made from time to time on the subordinated debt.

     

    “Indemnitee” has the
meaning set forth in Section 9.03(b).

     

    “Interest Period”
means with respect to each Euro-Dollar Loan, a period commencing on the date of
borrowing specified in the applicable Notice of Borrowing or on the date
specified in the applicable Notice of Conversion/Continuation and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
notice; provided,
that:

     

    (i)           any
Interest Period which would otherwise end on a day which is not a Business Day
shall, subject to clauses (iii) and (iv) below, be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day;

     

    (ii)          any
Interest Period which begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (iii) below, end on
the last Business Day of a calendar month; and

     

    (iii)         no
Interest Period shall end after the Termination Date.

     

    “Interest Rate Protection
Agreements” means any agreement providing for an interest rate swap, cap
or collar, or any other financial agreement designed to protect against
fluctuations in interest rates.

     

    “Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended, or any
successor statute.

     

    “Issuing Lender” means
(i) each JLA Issuing Bank, each in its capacity as an issuer of Letters of
Credit under Section 3.02, and each of their respective successor or successors
in such capacity, (ii) any other Lender approved as an “Issuing Lender” pursuant
to Section 3.01, and (iii) each issuer of an Existing Letter of Credit, subject
in each case to the Fronting Sublimit.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Joint Lead Arrangers”
means Wells Fargo Securities and Banc of America Securities LLC, each in their
capacity as joint lead arranger and joint bookrunner in respect of this
Agreement.

     

    “JLA Issuing Bank”
means Wells Fargo Bank, Bank of America, N.A., and each other Lender (or
Affiliate of a Lender) that shall become (or whose Affiliate shall become) a
joint lead arranger pursuant to the terms of the Commitment Letter.

     

    “Lender” means each
bank or other lending institution listed in the Commitment Appendix as having a
Commitment, each Eligible Assignee that becomes a Lender pursuant to Section
9.06(c) and their respective successors and shall include, as the context may
require, each Issuing Lender and the Swingline Lender in such
capacity.

     

    “Lender Default” means
(i) the failure (which has not been cured) of any Lender to make available any
Loan or any reimbursement for a drawing under a Letter of Credit or refunding of
a Swingline Loan, in each case, within one Business Day from the date it is
obligated to make such amount available under the terms and conditions of this
Agreement or (ii) a Lender having notified, in writing, the Administrative Agent
and the Borrower that such Lender does not intend to comply with its obligations
under Article II following the appointment of a receiver or conservator with
respect to such Lender at the direction or request of any regulatory agency or
authority.

     

    “Letter of Credit”
means an Existing Letter of Credit or an Additional Letter of Credit, and
“Letters of Credit” means any combination of the foregoing.

     

    “Letter of Credit Fee”
has the meaning set forth in Section 2.07(b).

     

    “Letter of Credit
Liabilities” means, for any Lender at any time, the product derived by
multiplying (i) the sum, without duplication, of (A) the aggregate amount that
is (or may thereafter become) available for drawing under all Letters of Credit
outstanding at such time plus (B) the aggregate unpaid amount of all
Reimbursement Obligations outstanding at such time by (ii) such Lender’s
Commitment Ratio.

     

    “Letter of Credit
Request” has the meaning set forth in Section 3.03.

     

    “LIBOR Market Index
Rate” means, for any day, the rate for 1 month U.S. dollar deposits as
reported on Reuters Screen LIBOR01 as of 11:00 a.m., London time, for such day,
provided, if such day is not a London Business Day, the immediately preceding
London Business Day (or if not so reported, then as determined by the Swingline
Lender from another recognized source or interbank quotation).

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance intended to confer or having the effect of conferring upon a
creditor a preferential interest.

     

    “Loan” means a Base
Rate Loan, whether such loan is a Revolving Loan or Swingline Loan, or a
Euro-Dollar Loan and “Loans” means any combination of the
foregoing.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Loan Documents” means
this Agreement and the Notes.

     

    “London Business Day”
means a day on which commercial banks are open for international business
(including dealings in Dollar deposits) in London.

     

    “London Interbank Offered
Rate” means:

     

    (a)          for
any Euro-Dollar Loan for any Interest Period, the interest rate for deposits in
Dollars for a period of time comparable to such Interest Period which appears on
Reuters Screen LIBOR01 at approximately 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period; provided, however, that if more
than one such rate is specified on Reuters Screen LIBOR01, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%).  If for any reason such rate is not available
on Reuters Screen LIBOR01, the term “London Interbank Offered Rate” means for
any Interest Period, the arithmetic mean of the rate per annum at which deposits
in Dollars are offered by first class banks in the London interbank market to
the Administrative Agent at approximately 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount approximately
equal to the principal amount of the Euro-Dollar Loan of Wells Fargo Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

     

    (b)          for
any interest rate calculation with respect to a Base Rate Loan, the interest
rate for deposits in Dollars for a period equal to one month (commencing on the
date of determination of such interest rate) which appears on Reuters Screen
LIBOR01 at approximately 11:00 A.M. (London time) on such date of determination
(provided that if such day is not a Business Day for which a London Interbank
Offered Rate is quoted, the next preceding Business Day for which a London
Interbank Offered Rate is quoted); provided, however, that if more than one such
rate is specified on Reuters Screen LIBOR01, the applicable rate shall be the
arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest
1/100 of 1%).  If for any reason such rate is not available on Reuters
Screen LIBOR01, the term “London Interbank Offered Rate” means for any
applicable one-month interest period, the arithmetic mean of the rate per annum
at which deposits in Dollars are offered by first class banks in the London
interbank market to the Administrative Agent at approximately 11:00 A.M. (London
time) on such date of determination (provided that if such day is not a Business
Day for which a London Interbank Offered Rate is quoted, the next preceding
Business Day for which a London Interbank Offered Rate is quoted) in an amount
approximately equal to the principal amount of the Base Rate Loan of Wells Fargo
Bank.

     

    “Lower Mt. Bethel Lease
Financing” means the existing lease financing associated with the Lower
Mount Bethel project.

     

    “Mandatory Letter of Credit
Borrowing” has the meaning set forth in Section 3.09.

     

    “Margin Stock” means
“margin stock” as such term is defined in Regulation U.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    “Material Adverse
Effect” means (i) any material adverse effect upon the business, assets,
financial condition or operations of the Borrower or the Borrower and its
Subsidiaries, taken as a whole; (ii) a material adverse effect on the ability of
the Borrower to perform its obligations under this Agreement, the Notes or the
other Loan Documents or (iii) a material adverse effect on the validity or
enforceability of this Agreement, the Notes or any of the other Loan
Documents.

     

    “Material Debt” means
Debt (other than the Notes) of the Borrower and/or one or more of its Restricted
Subsidiaries in a principal or face amount exceeding $40,000,000.

     

    “Material Plan” means
at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of
$50,000,000. For the
avoidance of doubt, where any two or more Plans, which individually do not have
Unfunded Liabilities in excess of $50,000,000, but collectively have aggregate
Unfunded Liabilities in excess of $50,000,000, all references to Material Plan
shall be deemed to apply to such Plans as a group.

     

    “Moody’s” means
Moody’s Investors Service, Inc., a Delaware corporation, and its successors or,
absent any such successor, such nationally recognized statistical rating
organization as the Borrower and the Administrative Agent may
select.

     

    “Multiemployer Plan”
means at any time an employee pension benefit plan within the meaning of Section
4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions.

     

    “New Lender” means
with respect to any event described in Section 2.08(b), an Eligible Assignee
which becomes a Lender hereunder as a result of such event, and “New Lenders”
means any two or more of such New Lenders.

     

    “Non-Defaulting
Lender” means each Lender other than a Defaulting Lender, and
“Non-Defaulting Lenders” means any two or more of such Lenders.

     

    “Non-Recourse Debt”
shall mean Debt that is nonrecourse to the Borrower or any Restricted
Subsidiary.

     

    “Non-U.S. Lender” has
the meaning set forth in Section 2.17(e).

     

    “Note” shall mean a
promissory note, substantially in the form of Exhibit B hereto, issued at the
request of a Lender evidencing the obligation of the Borrower to repay
outstanding Revolving Loans or Swingline Loans, as applicable.

     

    “Notice of Borrowing”
has the meaning set forth in Section 2.03.

     

    “Notice of
Conversion/Continuation” has the meaning set forth in Section
2.06(d)(ii).

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Obligations”
means:

    


    (i)           all
principal of and interest (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of the Borrower, whether or not
allowed or allowable as a claim in any such proceeding) on any Loan, fees
payable or Reimbursement Obligation under, or any Note issued pursuant to, this
Agreement or any other Loan Document;

     

    (ii)          all
other amounts now or hereafter payable by the Borrower and all other obligations
or liabilities now existing or hereafter arising or incurred (including, without
limitation, any amounts which accrue after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Borrower, whether or not allowed or allowable as a claim
in any such proceeding) on the part of the Borrower pursuant to this Agreement
or any other Loan Document;

     

    (iii)         all
expenses of the Agents as to which such Agents have a right to reimbursement
under Section 9.03(a) hereof or under any other similar provision of any other
Loan Document; and

     

    (iv)         all
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement under Section 9.03 hereof or under any other similar provision of
any other Loan Document;

     

    together
in each case with all renewals, modifications, consolidations or extensions
thereof.

     

    “OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control.

     

    “Optional Increase”
has the meaning set forth in Section 2.19(a).

     

    “Other Taxes” has the
meaning set forth in Section 2.17(b).

     

    “Participant” has the
meaning set forth in Section 9.06(b).

     

    “Participant Register”
has the meaning set forth in Section 9.06(b).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation or any entity succeeding to any or all of
its functions under ERISA.

     

    “Permitted Business”
with respect to any Person means a business that is the same or similar to the
business of the Borrower or any Subsidiary as of the Escrow Closing Date, or any
business reasonably related thereto.

     

    “Person” means an
individual, a corporation, a partnership, an association, a limited liability
company, a trust or an unincorporated association or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.


    
      
         


      

      
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    “Plan” means at any
time an employee pension benefit plan (including a Multiemployer Plan) which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Internal Revenue Code and either (i) is maintained, or
contributed to, by any member of the ERISA Group for employees of any member of
the ERISA Group or (ii) has at any time within the preceding five years been
maintained, or contributed to, by any Person which was at such time a member of
the ERISA Group for employees of any Person which was at such time a member of
the ERISA Group.

     

    “Prime Rate” means the
rate of interest publicly announced by Wells Fargo Bank from time to time as its
Prime Rate.

     

    “Purchase Agreement”
has the meaning specified in the recitals hereto.

     

    “Quarterly Date” means
the last Business Day of each of March, June, September and
December.

     

    “Rating Agency” means
S&P or Moody’s, and “Rating Agencies”
means both of them.

     

    “Register” has the
meaning set forth in Section 9.06(e).

     

    “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System, as
amended, or any successor regulation.

     

    “Regulation X” means
Regulation X of the Board of Governors of the Federal Reserve System, as
amended, or any successor regulation.

     

    “Reimbursement
Obligations” means at any time all obligations of the Borrower to
reimburse the Issuing Lenders pursuant to Section 3.07 for amounts paid by the
Issuing Lenders in respect of drawings under Letters of Credit, including any
portion of any such obligation to which a Lender has become subrogated pursuant
to Section 3.09.

     

    “Replacement Date” has
the meaning set forth in Section 2.08(b).

     

    “Replacement Lender”
has the meaning set forth in Section 2.08(b).

     

    “Required Lenders”
means at any time Non-Defaulting Lenders having at least 51% of the aggregate
amount of the Commitments of all Non-Defaulting Lenders or, if the Commitments
shall have been terminated, having at least 51% of the aggregate amount of the
Revolving Outstandings of the Non-Defaulting Lenders at such time.

     

    “Responsible Officer”
means, as to any Person, the chief executive officer, president, chief financial
officer, controller, treasurer or assistant treasurer of such Person or any
other officer of such Person reasonably acceptable to the Administrative
Agent.  Any document delivered hereunder that is signed by a Responsible
Officer of a Person shall be conclusively presumed to have been authorized by
all necessary corporate, partnership and/or other action on the part of such
Person and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Person.


    
      
         


      

      
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    “Restricted
Subsidiary” means each Subsidiary listed on Schedule 5.11 and each other
Subsidiary designated by the Borrower as a “Restricted Subsidiary” in writing to
the Administrative Agent, in either case, for so long as such Restricted
Subsidiary shall be a direct Wholly Owned Subsidiary of the Borrower or a direct
Wholly Owned Subsidiary of a Restricted Subsidiary.

     

    “Retiring Lender”
means a Lender that ceases to be a Lender hereunder pursuant to the operation of
Section 2.08(b).

     

    “Revolving” means,
when used with respect to (i) a Borrowing, a Borrowing made by the Borrower
under Section 2.01, as identified in the Notice of Borrowing with respect
thereto, a Borrowing of Revolving Loans to refund outstanding Swingline Loans
pursuant to Section 2.02(b)(i), or a Mandatory Letter of Credit Borrowing and
(ii) a Loan, a Loan made under Section 2.01; provided, that, if
any such loan or loans (or portions thereof) are combined or subdivided pursuant
to a Notice of Conversion/Continuation, the term “Revolving Loan” shall
refer to the combined principal amount resulting from such combination or to
each of the separate principal amounts resulting from such subdivision, as the
case may be.

     

    “Revolving
Outstandings” means at any time, with respect to any Lender, the sum of
(i) the aggregate principal amount of such Lender’s outstanding Revolving Loans
plus (ii) the aggregate amount of such Lender’s Swingline Exposure plus (iii)
aggregate amount of such Lender’s Letter of Credit Liabilities.

     

    “Revolving Outstandings
Excess” has the meaning set forth in Section 2.09.

     

    “Sanctioned Entity”
shall mean (i) an agency of the government of, (ii) an organization directly or
indirectly controlled by, or (iii) a Person resident in, a country that is
subject to a sanctions program identified on the list maintained by OFAC and
available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
or as otherwise published from time to time as such program may be applicable to
such agency, organization or Person.

     

    “Sanctioned Person”
shall mean a Person named on the list of Specially Designated Nationals or
Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
published from time to time.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “S&P” means
Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York
corporation, and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Borrower and the
Administrative Agent may select.

     

    “Special Purpose
Subsidiary” means any Wholly Owned Subsidiary (regardless of the form of
organization) of the Borrower formed solely for the purpose of, and which
engages in no other activities except those necessary for, effecting financings
related to Synthetic Leases.


    
      
         


      

      
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    “Subsidiary” means any
Corporation, a majority of the outstanding Voting Stock of which is owned,
directly or indirectly, by the Borrower or one or more other Subsidiaries of the
Borrower.

     

    “Swingline Borrowing”
means a Borrowing made by the Borrower under Section 2.02, as identified in the
Notice of Borrowing with respect thereto.

     

    “Swingline Exposure”
means, for any Lender at any time, the product derived by multiplying (i) the
aggregate principal amount of all outstanding Swingline Loans at such time by
(ii) such Lender’s Commitment Ratio.

     

    “Swingline Lender”
means Wells Fargo Bank, in its capacity as Swingline Lender.

     

    “Swingline Loan” means
any swingline loan made by the Swingline Lender to the Borrower pursuant to
Section 2.02.

     

    “Swingline Sublimit”
means the lesser of (a) $200,000,000 and (b) the aggregate Commitments of all
Lenders.

     

    “Swingline Termination
Date” means the first to occur of (a) the resignation of Wells Fargo Bank
as Administrative Agent in accordance with Section 8.09 and (b) the Termination
Date.

     

    “Syndication Agent”
means Bank of America, N.A., in its capacity as syndication agent in respect of
this Agreement.

     

    “Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.

     

    “Taxes” has the
meaning set forth in Section 2.17(a).

     

    “Termination Date”
means the earliest to occur of (a) December 31, 2014 and (b) such earlier date
upon which all Commitments shall have been terminated in their entirety in
accordance with this Agreement.

     

    “Ticking Fee Letter”
means the fee letter dated as of May 12, 2010 among PPL Corporation, Wells Fargo
Securities, LLC, Banc of America Securities LLC, Wells Fargo Bank and Bank of
America, N.A., as amended, modified or supplemented from time to
time.

     

    “Type”, when used in
respect of any Loan or Borrowing, shall refer to the rate by reference to which
interest on such Loan or on the Loans comprising such Borrowing is
determined.


    
      
         


      

      
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    “Unfunded Liabilities”
means, with respect to any Plan at any time, the amount (if any) by which (i)
the value of all benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions), all determined as of the then most recent valuation date
for such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.

     

    “United States” means
the United States of America, including the States and the District of Columbia,
but excluding its territories and possessions.

     

    “Voting Stock” means
stock (or other interests) of a Corporation having ordinary voting power for the
election of directors, managers or trustees thereof, whether at all times or
only so long as no senior class of stock has such voting power by reason of any
contingency.

     

    “Wells Fargo Bank”
means Wells Fargo Bank, National Association, and its successors.

     

    “Wells Fargo
Securities” means Wells Fargo Securities, LLC, and its successors and
assigns.

     

    “Wholly Owned
Subsidiary” means, with respect to any Person at any date, any Subsidiary
of such Person all of the Voting Stock of which (except directors’ qualifying
shares) is at the time directly or indirectly owned by such Person.

     

    ARTICLE
II

    THE
CREDITS

     

    Section
2.01.     Commitments to
Lend. 
Each Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make Revolving Loans to the Borrower pursuant to this Section 2.01
from time to time during the Availability Period in amounts such that its
Revolving Outstandings shall not exceed its Commitment; provided, that,
immediately after giving effect to each such Revolving Loan, the aggregate
principal amount of all outstanding Revolving Loans (after giving effect to any
amount requested) shall not exceed the aggregate Commitments less the sum of all
outstanding Swingline Loans and Letter of Credit Liabilities.  Each
Revolving Borrowing (other than Mandatory Letter of Credit Borrowings) shall be
in an aggregate principal amount of $10,000,000 or any larger integral multiple
of $1,000,000 (except that any such Borrowing may be in the aggregate amount of
the unused Commitments) and shall be made from the several Lenders ratably in
proportion to their respective Commitments.  Within the foregoing limits,
the Borrower may borrow under this Section 2.01, repay, or, to the extent
permitted by Section 2.10, prepay, Revolving Loans and reborrow under this
Section 2.01.

     


    
      
         


      

      
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    Section
2.02.     Swingline
Loans.

    


    (a)           Availability. 
Subject to the terms and conditions of this Agreement, the Swingline Lender
agrees to make Swingline Loans to the Borrower from time to time from the
Effective Date through, but not including, the Swingline Termination Date; provided, that the
aggregate principal amount of all outstanding Swingline Loans (after giving
effect to any amount requested), shall not exceed the lesser of (i) the
aggregate Commitments less the sum of the aggregate principal amount of all
outstanding Revolving Loans and all outstanding Letter of Credit Liabilities and
(ii) the Swingline Sublimit; and provided further, that the
Borrower shall not use the proceeds of any Swingline Loan to refinance any
outstanding Swingline Loan.  Each Swingline Loan shall be in an aggregate
principal amount of $5,000,000 or any larger integral multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount of the unused
Swingline Sublimit).  Within the foregoing limits, the Borrower may borrow,
repay and reborrow Swingline Loans, in each case under this Section 2.02. Each
Swingline Loan shall be a Base Rate Loan.

     

    (b)           Refunding.

     

    (i)          Swingline
Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such
refundings shall be made by the Lenders in accordance with their respective
Commitment Ratios and shall thereafter be reflected as Revolving Loans of the
Lenders on the books and records of the Administrative Agent. Each Lender shall
fund its respective Commitment Ratio of Revolving Loans as required to repay
Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline
Lender but in no event later than 1:00 P.M. (Charlotte, North Carolina time) on
the next succeeding Business Day after such demand is made. No Lender’s
obligation to fund its respective Commitment Ratio of a Swingline Loan shall be
affected by any other Lender’s failure to fund its Commitment Ratio of a
Swingline Loan, nor shall any Lender’s Commitment Ratio be increased as a result
of any such failure of any other Lender to fund its Commitment Ratio of a
Swingline Loan.

     

    (ii)          The
Borrower shall pay to the Swingline Lender on demand, and in no case more than
fourteen (14) days after the date that such Swingline Loan is made, the amount
of such Swingline Loan to the extent amounts received from the Lenders are not
sufficient to repay in full the outstanding Swingline Loans requested or
required to be refunded.  In addition, the Borrower hereby authorizes the
Administrative Agent to charge any account maintained by the Borrower with the
Swingline Lender (up to the amount available therein) in order to immediately
pay the Swingline Lender the amount of such Swingline Loans to the extent
amounts received from the Lenders are not sufficient to repay in full the
outstanding Swingline Loans requested or required to be refunded.  If any
portion of any such amount paid to the Swingline Lender shall be recovered by or
on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise,
the loss of the amount so recovered shall be ratably shared among all the
Lenders in accordance with their respective Commitment Ratios (unless the
amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan
extended after the occurrence and during the continuance of an Event of Default
of which the Administrative Agent has received notice in the manner required
pursuant to Section 8.05 and which such Event of Default has not been waived by
the Required Lenders or the Lenders, as applicable).


    
      
         


      

      
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    (iii)         Each
Lender acknowledges and agrees that its obligation to refund Swingline Loans
(other than Swingline Loans extended after the occurrence and during the
continuation of an Event of Default of which the Administrative Agent has
received notice in the manner required pursuant to Section 8.05 and which such
Event of Default has not been waived by the Required Lenders or the Lenders, as
applicable) in accordance with the terms of this Section is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, non-satisfaction of the conditions set forth in
Article IV.  Further, each Lender agrees and acknowledges that if prior to
the refunding of any outstanding Swingline Loans pursuant to this Section, one
of the events described in Section 7.01(h) or (i) shall have occurred, each
Lender will, on the date the applicable Revolving Loan would have been made,
purchase an undivided participating interest in the Swingline Loan to be
refunded in an amount equal to its Commitment Ratio of the aggregate amount of
such Swingline Loan.  Each Lender will immediately transfer to the
Swingline Lender, in immediately available funds, the amount of its
participation and upon receipt thereof the Swingline Lender will deliver to such
Lender a certificate evidencing such participation dated the date of receipt of
such funds and for such amount.  Whenever, at any time after the Swingline
Lender has received from any Lender such Lender’s participating interest in a
Swingline Loan, the Swingline Lender receives any payment on account thereof,
the Swingline Lender will distribute to such Lender its participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender’s participating interest was
outstanding and funded).

     

    Section
2.03.       Notice of
Borrowings. 
The Borrower shall give the Administrative Agent notice substantially in the
form of Exhibit A-1 hereto (a “Notice of Borrowing”)
not later than (a)11:30 A.M. (Charlotte, North Carolina time) on the date of
each Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on
the third Business Day before each Euro-Dollar Borrowing,
specifying:

     

    (i)           the
date of such Borrowing, which shall be a Business Day;

     

    (ii)          the
aggregate amount of such Borrowing;

     

    (iii)         whether
such Borrowing is comprised of Revolving Loans or a Swingline Loan;

     

    (iv)         in
the case of a Revolving Borrowing, the initial Type of the Loans comprising such
Borrowing; and

     

    (v)          in
the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period.

     

    Notwithstanding
the foregoing, no more than six (6) Groups of Euro-Dollar Loans shall be
outstanding at any one time, and any Loans which would exceed such limitation
shall be made as Base Rate Loans.


    
      
         


      

      
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    Section
2.04.        Notice to Lenders; Funding
of Revolving Loans and Swingline Loans.

    


    (a)          Notice to
Lenders.  Upon receipt of a Notice of Borrowing (other than in
respect of a Borrowing of a Swingline Loan), the Administrative Agent shall
promptly notify each Lender of such Lender’s ratable share (if any) of the
Borrowing referred to in the Notice of Borrowing, and such Notice of Borrowing
shall not thereafter be revocable by the Borrower.

     

    (b)          Funding of
Loans.  Not later than (a) 1:00 P.M. (Charlotte, North Carolina
time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (Charlotte,
North Carolina time) on the date of each Euro-Dollar Borrowing, each Lender
shall make available its ratable share of such Borrowing, in Federal or other
funds immediately available in Charlotte, North Carolina, to the Administrative
Agent at its address referred to in Section 9.01.  Unless the
Administrative Agent determines that any applicable condition specified in
Article IV has not been satisfied, the Administrative Agent shall apply any
funds so received in respect of a Borrowing available to the Borrower at the
Administrative Agent’s address not later than (a) 3:00 P.M. (Charlotte, North
Carolina time) on the date of each Base Rate Borrowing and (b) 2:00 P.M.
(Charlotte, North Carolina time) on the date of each Euro-Dollar Borrowing.
Revolving Loans to be made for the purpose of refunding Swingline Loans shall be
made by the Lenders as provided in Section 2.02(b).

     

    (c)          Funding By the
Administrative Agent in Anticipation of Amounts Due from the
Lenders.  Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing (except in the case of a Base
Rate Borrowing, in which case prior to the time of such Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share
of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available to the Administrative Agent on the date of such Borrowing
in accordance with subsection (b) of this Section, and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount.  If and to the extent that such Lender shall
not have so made such share available to the Administrative Agent, such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount, together with interest thereon for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) a rate per annum equal to
the higher of the Federal Funds Rate and the interest rate applicable thereto
pursuant to Section 2.06, in the case of the Borrower, and (ii) the Federal
Funds Rate, in the case of such Lender.  Any payment by the Borrower
hereunder shall be without prejudice to any claim the Borrower may have against
a Lender that shall have failed to make its share of a Borrowing available to
the Administrative Agent.  If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender’s Loan included in such Borrowing for purposes of this
Agreement.

     

    (d)          Obligations of Lenders
Several.  The failure of any Lender to make a Loan required to be
made by it as part of any Borrowing hereunder shall not relieve any other Lender
of its obligation, if any, hereunder to make any Loan on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on such date of
Borrowing.

     

    Section
2.05.        Noteless Agreement; Evidence
of Indebtedness.

     

    (a)          Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.


    
      
         


      

      
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    (b)          The
Administrative Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (c) the amount of any sum received by the Administrative Agent hereunder
from the Borrower and each Lender’s share thereof.

     

    (c)          The
entries maintained in the accounts maintained pursuant to paragraphs (a) and (b)
above shall be prima facie evidence of the existence and amounts of the
Obligations therein recorded; provided, however, that the
failure of the Administrative Agent or any Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Obligations in accordance with their terms.

     

    (d)          Any
Lender may request that its Loans be evidenced by a Note.  In such event,
the Borrower shall prepare, execute and deliver to such Lender a Note payable to
the order of such Lender.  Thereafter, the Loans evidenced by such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 9.06(c)) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 9.06(c), except to the
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in paragraphs (a) and (b) above.

     

    Section
2.06.        Interest
Rates.

     

    (a)          Interest Rate
Options.  The Loans shall, at the option of the Borrower and except
as otherwise provided herein, be incurred and maintained as, or converted into,
one or more Base Rate Loans or Euro-Dollar Loans.

     

    (b)          Base Rate
Loans.  Each Loan which is made as, or converted into, a Base Rate
Loan (other than a Swingline Loan) shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made as, or
converted into, a Base Rate Loan until it becomes due or is converted into a
Loan of any other Type, at a rate per annum equal to the sum of the Base Rate
for such day plus the Applicable Percentage for Base Rate Loans for such
day.  Each Loan which is made as a Swingline Loan shall bear interest on
the outstanding principal amount thereof, for each day from the date such Loan
is made until it becomes due at a rate per annum equal to the LIBOR Market Index
Rate for such day plus the Applicable Percentage for Euro-Dollar Loans for such
day.  Such interest shall, in each case, be payable quarterly in arrears on
each Quarterly Date (or, with respect to Base Rate Loans that are Swingline
Loans, as the Swingline Lender and the Borrower may otherwise agree in writing)
and, with respect to the principal amount of any Base Rate Loan (other than a
Swingline Loan) converted to a Euro-Dollar Loan, on the date such Base Rate Loan
is so converted.  Any overdue principal of or interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (c)          Euro-Dollar
Loans.  Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Adjusted London Interbank
Offered Rate for such Interest Period plus the Applicable Percentage for
Euro-Dollar Loans for such day.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day
thereof.  Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the sum of (A) the Adjusted London Interbank
Offered Rate applicable to such Loan at the date such payment was due plus (B)
the Applicable Percentage for Euro-Dollar Loans for such day (or, if the
circumstance described in Section 2.14 shall exist, at a rate per annum equal to
the sum of 2% plus the rate applicable to Base Rate Loans for such
day).

     

    (d)          Method of Electing Interest
Rates.

     

    (i)           Subject
to Section 2.06(a), the Loans included in each Revolving Borrowing shall bear
interest initially at the type of rate specified by the Borrower in the
applicable Notice of Borrowing.  Thereafter, with respect to each Group of
Loans, the Borrower shall have the option (A) to convert all or any part of (y)
so long as no Default is in existence on the date of conversion, outstanding
Base Rate Loans to Euro-Dollar Loans and (z) outstanding Euro-Dollar Loans to
Base Rate Loans; provided, in each
case, that the amount so converted shall be equal to $10,000,000 or any larger
integral multiple of $1,000,000, or (B) upon the expiration of any Interest
Period applicable to outstanding Euro-Dollar Loans, so long as no Default is in
existence on the date of continuation, to continue all or any portion of such
Loans, equal to $10,000,000 and any larger integral multiple of $1,000,000 in
excess of that amount as Euro-Dollar Loans.  The Interest Period of any
Base Rate Loan converted to a Euro-Dollar Loan pursuant to clause (A) above
shall commence on the date of such conversion.  The succeeding Interest
Period of any Euro-Dollar Loan continued pursuant to clause (B) above shall
commence on the last day of the Interest Period of the Loan so continued. 
Euro-Dollar Loans may only be converted on the last day of the then current
Interest Period applicable thereto or on the date required pursuant to Section
2.18.

     

    (ii)          The
Borrower shall deliver a written notice of each such conversion or continuation
(a “Notice of
Conversion/Continuation”) to the Administrative Agent no later than (A)
12:00 Noon (Charlotte, North Carolina time) at least three (3) Business Days
before the effective date of the proposed conversion to, or continuation of, a
Euro Dollar Loan and (B) 11:30 A.M. (Charlotte, North Carolina time) on the day
of a conversion to a Base Rate Loan.  A written Notice of
Conversion/Continuation shall be substantially in the form of Exhibit A-2
attached hereto and shall specify: (A) the Group of Loans (or portion thereof)
to which such notice applies, (B) the proposed conversion/continuation date
(which shall be a Business Day), (C) the aggregate amount of the Loans being
converted/continued, (D) an election between the Base Rate and the Adjusted
London Interbank Offered Rate and (E) in the case of a conversion to, or a
continuation of, Euro-Dollar Loans, the requested Interest Period.  Upon
receipt of a Notice of Conversion/Continuation, the Administrative Agent shall
give each Lender prompt notice of the contents thereof and such Lender’s pro
rata share of all conversions and continuations requested therein.  If no
timely Notice of Conversion/Continuation is delivered by the Borrower as to any
Euro-Dollar Loan, and such Loan is not repaid by the Borrower at the end of the
applicable Interest Period, such Loan shall be converted automatically to a Base
Rate Loan on the last day of the then applicable Interest
Period.


    
      
         


      

      
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    (e)       Determination and Notice of
Interest Rates.  The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder.  The Administrative
Agent shall give prompt notice to the Borrower and the participating Lenders of
each rate of interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error.  Any notice with respect
to Euro-Dollar Loans shall, without the necessity of the Administrative Agent so
stating in such notice, be subject to adjustments in the Applicable Percentage
applicable to such Loans after the beginning of the Interest Period applicable
thereto.  When during an Interest Period any event occurs that causes
an adjustment in the Applicable Percentage applicable to Loans to which such
Interest Period is applicable, the Administrative Agent shall give prompt notice
to the Borrower and the Lenders of such event and the adjusted rate of interest
so determined for such Loans, and its determination thereof shall be conclusive
in the absence of manifest error.

     

    Section
2.07.        Fees.

     

    (a)       Commitment
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender a fee (the “Commitment Fee”) for
each day at a rate per annum equal to the Applicable Percentage for the
Commitment Fee for such day.  The Commitment Fee shall accrue from and
including the Effective Date to but excluding the last day of the Availability
Period on the amount by which such Lender’s Commitment exceeds the sum of its
Revolving Outstandings (solely for this purpose, exclusive of Swingline
Exposure) on such day.  The Commitment Fee shall be payable on the
last day of each of March, June, September and December and on the Termination
Date.

     

    (b)       Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent a fee
(the “Letter of Credit
Fee”) for each day at a rate per annum equal to the Applicable Percentage
for the Letter of Credit Fee for such day.  The Letter of Credit Fee
shall accrue from and including the Effective Date to but excluding the last day
of the Availability Period on the aggregate amount available for drawing under
any Letters of Credit outstanding on such day and shall be payable for the
account of the Lenders ratably in proportion to their participations in such
Letter(s) of Credit.  In addition, the Borrower shall pay to each
Issuing Lender a fee (the “Fronting Fee”) in
respect of each Letter of Credit issued by such Issuing Lender computed at the
rate of 0.25% per annum on the average amount available for drawing under such
Letter(s) of Credit.  Fronting Fees shall be due and payable quarterly
in arrears on each Quarterly Date and on the Termination Date (or such earlier
date as all Letters of Credit shall be canceled or expire).  In
addition, the Borrower agrees to pay to each Issuing Lender, upon each issuance
of, payment under, and/or amendment of, a Letter of Credit, such amount as shall
at the time of such issuance, payment or amendment be the administrative charges
and expenses which such Issuing Lender is customarily charging for issuances of,
payments under, or amendments to letters of credit issued by it.

     

    
      
         


      

      
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    (c)       Payments.  Except
as otherwise provided in this Section 2.07, accrued fees under this Section 2.07
in respect of Loans and Letter of Credit Liabilities shall be payable quarterly
in arrears on each Quarterly Date, on the last day of the Availability Period
and, if later, on the date the Loans and Letter of Credit Liabilities shall be
repaid in their entirety.  Fees paid hereunder shall not be refundable
under any circumstances.

     

    Section
2.08.         Adjustments of
Commitments.

     

    (a)       Optional Termination or
Reductions of Commitments (Pro-Rata).  The Borrower may, upon
at least three Business Days’ prior written notice to the Administrative Agent,
permanently (i) terminate the Commitments, if there are no Revolving
Outstandings at such time or (ii) ratably reduce from time to time by a minimum
amount of $10,000,000 or any larger integral multiple of $5,000,000, the
aggregate amount of the Commitments in excess of the aggregate Revolving
Outstandings.  Upon receipt of any such notice, the Administrative
Agent shall promptly notify the Lenders.  If the Commitments are
terminated in their entirety, all accrued fees shall be payable on the effective
date of such termination.

     

    (b)       Optional Termination of
Commitments (Non-Pro-Rata).  If (i) any Lender has demanded
compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17,
(ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended
pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such
Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”),
the Borrower shall have the right, if no Default then exists, to replace such
Lender with one or more Eligible Assignees (which may be one or more of the
Continuing Lenders) (each a “Replacement Lender”
and, collectively, the “Replacement Lenders”)
reasonably acceptable to the Administrative Agent.  The replacement of
a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the
tenth Business Day (the “Replacement Date”)
following the date of notice given by the Borrower of such replacement to the
Retiring Lender and each Continuing Lender through the Administrative Agent,
subject to the satisfaction of the following conditions:

     

    (i)           the
Replacement Lender shall have satisfied the conditions to assignment and
assumption set forth in Section 9.06(c) (with all fees payable pursuant to
Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the
Replacement Lender(s) shall pay:

     

    (A)           to
the Retiring Lender an amount equal in the aggregate to the sum of (x) the
principal of, and all accrued but unpaid interest on, all outstanding Loans of
the Retiring Lender, (y) all unpaid drawings that have been funded by (and not
reimbursed to) the Retiring Lender under Section 3.10, together with all accrued
but unpaid interest with respect thereto and (z) all accrued but unpaid fees
owing to the Retiring Lender pursuant to Section 2.07; and

     

    (B)           to
the Swingline Lender an amount equal to the aggregate amount owing by the
Retiring Lender to the Swingline Lender in respect of all unpaid refundings of
Swingline Loans requested by the Swingline Lender pursuant to Section
2.02(b)(i), to the extent such amount was not theretofore funded by such
Retiring Lender; and

     

    
      
         


      

      
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    (C)           to
the Issuing Lenders an amount equal to the aggregate amount owing by the
Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section
3.09, to the extent such amount was not theretofore funded by such Retiring
Lender; and

     

    (ii)          the
Borrower shall have paid to the Administrative Agent for the account of the
Retiring Lender an amount equal to all obligations owing to the Retiring Lender
by the Borrower pursuant to this Agreement and the other Loan Documents (other
than those obligations of the Borrower referred to in clause (i)(A)
above).

     

    On the
Replacement Date, each Replacement Lender that is a New Lender shall become a
Lender hereunder and shall succeed to the obligations of the Retiring Lender
with respect to outstanding Swingline Loans and Letters of Credit to the extent
of the Commitment of the Retiring Lender assumed by such Replacement Lender, and
the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the
provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall
continue to inure to the benefit of a Retiring Lender with respect to any Loans
made, any Letters of Credit issued or any other actions taken by such Retiring
Lender while it was a Lender.

     

    In lieu
of the foregoing, subject to Section 2.08(e), upon express written consent of
Continuing Lenders holding more than 50% of the aggregate amount of the
Commitments of the Continuing Lenders, the Borrower shall have the right to
permanently terminate the Commitment of a Retiring Lender in
full.  Upon payment by the Borrower to the Administrative Agent for
the account of the Retiring Lender of an amount equal to the sum of (i) the
aggregate principal amount of all Loans and Reimbursement Obligations owed to
the Retiring Lender and (ii) all accrued interest, fees and other amounts owing
to the Retiring Lender hereunder, including, without limitation, all amounts
payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17
or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder;
provided, that
the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall
inure to the benefit of a Retiring Lender with respect to any Loans made, any
Letters of Credit issued or any other actions taken by such Retiring Lender
while it was a Lender.

     

    (c)       Optional Termination of
Defaulting Lender Commitment (Non-Pro-Rata).  At any time a
Lender is a Defaulting Lender, subject to Section 2.08(e), the Borrower may
terminate in full the Commitment of such Defaulting Lender by giving notice to
such Defaulting Lender and the Administrative Agent, provided, that, (i)
at the time of such termination, (A) no Default has occurred and is continuing
(or alternatively, the Required Lenders shall consent to such termination) and
(B) either (x) no Revolving Loans or Swingline Loans are outstanding or (y) the
aggregate Revolving Outstandings of such Defaulting Lender in respect of
Revolving Loans is zero; (ii) concurrently with such termination, the aggregate
Commitments shall be reduced by the Commitment of the Defaulting Lender; and
(iii) concurrently with any subsequent payment of interest or fees to the
Lenders with respect to any period before the termination of a Defaulting
Lender’s Commitment, the Borrower shall pay to such Defaulting Lender its
ratable share (based on its Commitment Ratio before giving effect to such
termination) of such interest or fees, as applicable.  The termination
of a Defaulting Lender’s Commitment pursuant to this Section 2.08(c) shall not
be deemed to be a waiver of any right that the Borrower, Administrative Agent,
any Issuing Lender or any other Lender may have against such Defaulting
Lender.

     

    
      
         


      

      
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    (d)       Termination
Date.  The Commitments shall terminate on the Termination
Date.

     

    (e)       Redetermination of
Commitment Ratios. On the date of termination of the Commitment of a
Retiring Lender or Defaulting Lender pursuant to Section 2.08(b) or (c), the
Commitment Ratios of the Continuing Lenders shall be redetermined after giving
effect thereto, and the participations of the Continuing Lenders in and
obligations of the Continuing Lenders in respect of any then outstanding
Swingline Loans and Letters of Credit shall thereafter be based upon such
redetermined Commitment Ratios (to the extent not previously adjusted pursuant
to Section 2.20).  The right of the Borrower to effect such a
termination is conditioned on there being sufficient unused availability in the
Commitments of the Continuing Lenders such that the aggregate Revolving
Outstandings will not exceed the aggregate Commitments after giving effect to
such termination and redetermination.

     

    Section
2.09.        Maturity of Loans; Mandatory
Prepayments.

     

    (a)       Scheduled Repayments and
Prepayments of Loans; Overline Repayments.

     

    (i)           The
Revolving Loans shall mature on the Termination Date, and any Revolving Loans,
Swingline Loans and Letter of Credit Liabilities then outstanding (together with
accrued interest thereon and fees in respect thereof) shall be due and payable
or, in the case of Letters of Credit, cash collateralized pursuant to Section
2.09(a)(ii), on such date.

     

    (ii)           If
on any date the aggregate Revolving Outstandings exceed the aggregate amount of
the Commitments (such excess, a “Revolving Outstandings
Excess”), the Borrower shall prepay, and there shall become due and
payable (together with accrued interest thereon) on such date, an aggregate
principal amount of Revolving Loans and/or Swingline Loans equal to such
Revolving Outstandings Excess.  If, at a time when a Revolving
Outstandings Excess exists and (x) no Revolving Loans or Swingline Loans are
outstanding or (y) the Commitment has been terminated pursuant to this Agreement
and, in either case, any Letter of Credit Liabilities remain outstanding, then,
in either case, the Borrower shall cash collateralize any Letter of Credit
Liabilities by depositing into a cash collateral account established and
maintained (including the investments made pursuant thereto) by the
Administrative Agent pursuant to a cash collateral agreement in form and
substance satisfactory to the Administrative Agent an amount in cash equal to
the then outstanding Letter of Credit Liabilities.  In determining
Revolving Outstandings for purposes of this clause (ii), Letter of Credit
Liabilities shall be reduced to the extent that they are cash collateralized as
contemplated by this Section 2.09(a)(ii).

     

    
      
         


      

      
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    (b)       Applications of Prepayments
and Reductions.

     

    (i)           Each
payment or prepayment of Loans pursuant to this Section 2.09 shall be applied
ratably to the respective Loans of all of the Lenders.

     

    (ii)          Each
payment of principal of the Loans shall be made together with interest accrued
on the amount repaid to the date of payment.

     

    (iii)         Each
payment of the Loans shall be applied to such Groups of Loans as the Borrower
may designate (or, failing such designation, as determined by the Administrative
Agent).

     

    Section
2.10.        Optional Prepayments and
Repayments.

     

    (a)       Prepayments of
Loans.  Other than in respect of Swingline Loans, the repayment
of which is governed pursuant to Section 2.02(b), subject to Section 2.12, the
Borrower may (i) upon at least one (1) Business Day’s notice to the
Administrative Agent, prepay any Base Rate Borrowing or (ii) upon at least three
(3) Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar
Borrowing, in each case in whole at any time, or from time to time in part in
amounts aggregating $10,000,000 or any larger integral multiple of $1,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment.  Each such optional prepayment
shall be applied to prepay ratably the Loans of the several Lenders included in
such Borrowing.

     

    (b)       Notice to
Lenders.  Upon receipt of a notice of prepayment pursuant to
Section 2.10(a), the Administrative Agent shall promptly notify each Lender of
the contents thereof and of such Lender’s ratable share (if any) of such
prepayment, and such notice shall not thereafter be revocable by the
Borrower.

     

    Section
2.11.        General Provisions as to
Payments.

     

    (a)       Payments by the
Borrower.  The Borrower shall make each payment of principal of
and interest on the Loans and Letter of Credit Liabilities and fees hereunder
(other than fees payable directly to the Issuing Lenders) not later than 12:00
Noon (Charlotte, North Carolina time) on the date when due, without set-off,
counterclaim or other deduction, in Federal or other funds immediately available
in Charlotte, North Carolina, to the Administrative Agent at its address
referred to in Section 9.01.  The Administrative Agent will promptly
distribute to each Lender its ratable share of each such payment received by the
Administrative Agent for the account of the Lenders.  Whenever any
payment of principal of or interest on the Base Rate Loans or Letter of Credit
Liabilities or of fees shall be due on a day which is not a Business Day, the
date for payment thereof shall be extended to the next succeeding Business
Day.  Whenever any payment of principal of or interest on the
Euro-Dollar Loans shall be due on a day which is not a Business Day, the date
for payment thereof shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case the date for
payment thereof shall be the next preceding Business Day.  If the date
for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.

     

    
      
         


      

      
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    (b)       Distributions by the Administrative
Agent.  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Lenders hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date, and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender.  If and
to the extent that the Borrower shall not have so made such payment, each Lender
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent, at the Federal Funds Rate.

     

    Section
2.12.        Funding
Losses.  If
the Borrower makes any payment of principal with respect to any Euro-Dollar Loan
pursuant to the terms and provisions of this Agreement (any conversion of a
Euro-Dollar Loan to a Base Rate Loan pursuant to Section 2.18 being treated as a
payment of such Euro-Dollar Loan on the date of conversion for purposes of this
Section 2.12) on any day other than the last day of the Interest Period
applicable thereto, or the last day of an applicable period fixed pursuant to
Section 2.06(c), or if the Borrower fails to borrow, convert or prepay any
Euro-Dollar Loan after notice has been given in accordance with the provisions
of this Agreement, or in the event of payment in respect of any Euro-Dollar Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.08(b), the Borrower shall
reimburse each Lender within fifteen (15) days after demand for any resulting
loss or expense incurred by it (and by an existing Participant in the related
Loan), including, without limitation, any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow or prepay;
provided, that such Lender shall have delivered to the Borrower a certificate as
to the amount of such loss or expense, which certificate shall be conclusive in
the absence of manifest error.

     

    Section
2.13.        Computation of Interest and
Fees.  Interest
on Loans based on the Prime Rate hereunder and Letter of Credit Fees shall be
computed on the basis of a year of 365 days (or 366 days in a leap year) and
paid for the actual number of days elapsed.  All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

     

    Section
2.14.        Basis for Determining
Interest Rate Inadequate, Unfair or Unavailable.  If
on or prior to the first day of any Interest Period for any Euro-Dollar
Loan:  (a)  Lenders having 50% or more of the aggregate
amount of the Commitments advise the Administrative Agent that the Adjusted
London Interbank Offered Rate as determined by the Administrative Agent, will
not adequately and fairly reflect the cost to such Lenders of funding their
Euro-Dollar Loans for such Interest Period; or (b) the Administrative Agent
shall determine that no reasonable means exists for determining the Adjusted
London Interbank Offered Rate, the Administrative Agent shall forthwith give
notice thereof to the Borrower and the Lenders, whereupon, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make Euro-Dollar Loans, or to convert outstanding
Loans into Euro-Dollar Loans shall be suspended; and (ii) each outstanding
Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the
current Interest Period applicable thereto.  Unless the Borrower
notifies the Administrative Agent at least two (2) Domestic Business Days before
the date of (or, if at the time the Borrower receives such notice the day is the
date of, or the date immediately preceding, the date of such Euro-Dollar
Borrowing, by 10:00 A.M. on the date of) any Euro-Dollar Borrowing for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, such Borrowing shall instead be made as a Base Rate
Borrowing.

     

    
      
         


      

      
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    Section
2.15.       Illegality.  If,
on or after the date of this Agreement, the adoption of any applicable law, rule
or regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Euro-Dollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for any Lender (or its Euro-Dollar Lending Office) to make,
maintain or fund its Euro-Dollar Loans and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Lenders and the Borrower, whereupon until such Lender
notifies the Borrower and the Administrative Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Lender to make
Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans, shall
be suspended.  Before giving any notice to the Administrative Agent
pursuant to this Section, such Lender shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender.  If such notice is given, each Euro-Dollar Loan of such
Lender then outstanding shall be converted to a Base Rate Loan either (i) on the
last day of the then current Interest Period applicable to such Euro-Dollar Loan
if such Lender may lawfully continue to maintain and fund such Loan to such day
or (ii) immediately if such Lender shall determine that it may not lawfully
continue to maintain and fund such Loan to such day.

     

    Section
2.16.        Increased Cost and Reduced
Return.

     

    (a)       Increased
Costs.  If after the Escrow Closing Date, the adoption of any
applicable law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System), special deposit, insurance assessment or similar requirement against
Letters of Credit issued or participated in by, assets of, deposits with or for
the account of or credit extended by, any Lender (or its Applicable Lending
Office) or shall impose on any Lender (or its Applicable Lending Office) or on
the United States market for certificates of deposit or the London interbank
market any other condition affecting its Euro-Dollar Loans, Notes, obligation to
make Euro-Dollar Loans or obligations hereunder in respect of Letters of Credit,
and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making or maintaining any Euro-Dollar
Loan, or of issuing or participating in any Letter of Credit, or to reduce the
amount of any sum received or receivable by such Lender (or its Applicable
Lending Office) under this Agreement or under its Notes with respect thereto,
then, within fifteen (15) days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts, as determined by such Lender in good faith, as will
compensate such Lender for such increased cost or reduction, solely to the
extent that any such additional amounts were incurred by the Lender within
ninety (90) days of such demand.

     

    
      
         


      

      
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    (b)       Capital
Adequacy.  If any Lender shall have determined that, after the
Escrow Closing Date, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change in any such law, rule or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on capital of such Lender (or any Person controlling such Lender)
as a consequence of such Lender’s obligations hereunder to a level below that
which such Lender (or any Person controlling such Lender) could have achieved
but for such adoption, change, request or directive (taking into consideration
its policies with respect to capital adequacy), then from time to time, within
fifteen (15) days after demand by such Lender (with a copy to the Administrative
Agent), the Borrower shall pay to such Lender such additional amount or amounts
as will compensate such Lender (or any Person controlling such Lender) for such
reduction, solely to the extent that any such additional amounts were incurred
by the Lender within ninety (90) days of such demand.

     

    (c)       Notices.  Each
Lender will promptly notify the Borrower and the Administrative Agent of any
event of which it has knowledge, occurring after the Escrow Closing Date, that
will entitle such Lender to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to such
Lender.  A certificate of any Lender claiming compensation under this
Section and setting forth in reasonable detail the additional amount or amounts
to be paid to it hereunder shall be conclusive in the absence of manifest
error.  In determining such amount, such Lender may use any reasonable
averaging and attribution methods.

     

    
      
         


      

      
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    Section
2.17.        Taxes.

     

    (a)       Payments Net of Certain
Taxes.  Any and all payments by the Borrower to or for the
account of any Lender or any Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges and withholdings and
all liabilities with respect thereto, excluding: (i) taxes imposed on or
measured by the net income (including branch profits or similar taxes) of, and
gross receipts, franchise or similar taxes imposed on, any Agent or any Lender
by the jurisdiction (or subdivision thereof) under the laws of which such Lender
or Agent is organized or in which its principal executive office is located or,
in the case of each Lender, in which its Applicable Lending Office is located,
(ii) in the case of each Lender, any United States withholding tax imposed on
such payments, but only to the extent that such Lender is subject to United
States withholding tax at the time such Lender first becomes a party to this
Agreement or changes its Applicable Lending Office, (iii) any backup withholding
tax imposed by the United States (or any state or locality thereof) on a Lender
or Administrative Agent that is a “United States person” within the meaning of
Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by
FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”).  If
the Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any other Loan Document to any Lender or any
Agent, (i) the sum payable shall be increased as necessary so that after making
all such required deductions (including deductions applicable to additional sums
payable under this Section 2.17(a)) such Lender or Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Administrative Agent, for delivery to such Lender, the original
or a certified copy of a receipt evidencing payment thereof.

     

    (b)       Other
Taxes.  In addition, the Borrower agrees to pay any and all
present or future stamp or documentary taxes and any other excise or property
taxes, or similar charges or levies, which arise from any payment made pursuant
to this Agreement, any Note or any other Loan Document or from the execution,
delivery, registration or enforcement of, or otherwise with respect to, this
Agreement, any Note or any other Loan Document (collectively, “Other
Taxes”).

     

    (c)       Indemnification.  The
Borrower agrees to indemnify each Lender and each Agent for the full amount of
Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section
2.17(c)), whether or not correctly or legally asserted, paid by such Lender or
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto as certified in good faith
to the Borrower by each Lender or Agent seeking indemnification pursuant to this
Section 2.17(c).  This indemnification shall be paid within 15 days
after such Lender or Agent (as the case may be) makes demand
therefor.

     

    (d)       Refunds or
Credits.  If a Lender or Agent receives a refund, credit or
other reduction from a taxation authority for any Taxes or Other Taxes for which
it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 2.17, it shall within
fifteen (15) days from the date of such receipt pay over the amount of such
refund, credit or other reduction to the Borrower (but only to the extent of
indemnity payments made or additional amounts paid by the Borrower under this
Section 2.17 with respect to the Taxes or Other Taxes giving rise to such
refund, credit or other reduction), net of all reasonable out-of-pocket expenses
of such Lender or Agent (as the case may be) and without interest (other than
interest paid by the relevant taxation authority with respect to such refund,
credit or other reduction); provided, however, that the Borrower agrees to
repay, upon the request of such Lender or Agent (as the case may be), the amount
paid over to the Borrower (plus penalties, interest or other charges) to such
Lender or Agent in the event such Lender or Agent is required to repay such
refund or credit to such taxation authority.

     

    
      
         


      

      
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    (e)       Tax Forms and
Certificates.  On or before the date it becomes a party to this
Agreement, from time to time thereafter if reasonably requested by the Borrower
or the Administrative Agent, and at any time it changes its Applicable Lending
Office: (i) each Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower
and the Administrative Agent two (2) properly completed and duly executed copies
of Internal Revenue Service Form W-9, or any successor form prescribed by the
Internal Revenue Service, or such other documentation or information prescribed
by applicable law or reasonably requested by the Borrower or the Administrative
Agent, as the case may be, certifying that such Lender is a United States person
and is entitled to an exemption from United States backup withholding tax or
information reporting requirements; and (ii) each Lender that is not a “United
States person” within the meaning of Section 7701(a)(30) of the Internal Revenue
Code  (a “Non-U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent: (A) two (2) properly
completed and duly executed copies of Internal Revenue Service Form W-8 BEN, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Non-U.S. Lender is entitled to the benefits under an income tax treaty to
which the United States is a party which exempts the Non-U.S. Lender from United
States withholding tax or reduces the rate of withholding tax on payments of
interest for the account of such Non-U.S. Lender; (B) two (2) properly completed
and duly executed copies of Internal Revenue Service Form W-8 ECI, or any
successor form prescribed by the Internal Revenue Service, certifying that the
income receivable pursuant to this Agreement and the other Loan Documents is
effectively connected with the conduct of a trade or business in the United
States; or (C) two (2) properly completed and duly executed copies of Internal
Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal
Revenue Service, together with a certificate to the effect that (x) such
Non-U.S. Lender is not  (1) a “bank” within the meaning of Section
881(c)(3)(A) of the Internal Revenue Code, (2) a “10-percent shareholder” of the
Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code, or (3) a “controlled foreign corporation” that is described in Section
881(c)(3)(C) of the Internal Revenue Code and is related to the Borrower within
the meaning of Section 864(d)(4) of the Internal Revenue Code and (y) the
interest payments in question are not effectively connected with a U.S. trade or
business conducted by such Non-U.S. Lender or are effectively connected but are
not includible in the Non-U.S. Lender’s gross income for United States federal
income tax purposes under an income tax treaty to which the United States is a
party; or (D) to the extent the Non-U.S. Lender is not the beneficial owner, two
(2) properly completed and duly executed copies of Internal Revenue Service Form
W-8 IMY, or any successor form prescribed by the Internal Revenue Service,
accompanied by an Internal Revenue Service Form W-8 ECI, W-8 BEN, W-9, and/or
other certification documents from each beneficial owner, as
applicable.  If a payment made to a Lender under any Loan Document
would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender
fails to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as
applicable), such Lender shall deliver to the Borrower and the Administrative
Agent (A) a certification signed by the chief financial officer, principal
accounting officer, treasurer or controller that such Lender has complied with
such applicable reporting requirements, and (B) other documentation required to
be provided to a withholding agent by FATCA or otherwise reasonably requested by
the Borrower and the Administrative Agent sufficient for the Administrative
Agent and the Borrower to comply with their obligations under FATCA and to
determine that such Lender has complied with such applicable reporting
requirements.  In addition, each Lender agrees that from time to time
after the Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Borrower and the Administrative Agent two new
accurate and complete signed originals of Internal Revenue Service Form W-9, W-8
BEN, W-8 ECI or W-8 IMY or FATCA-related documentation described above, or
successor forms, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any other Loan Document, or it shall
immediately notify the Borrower and the Administrative Agent of its inability to
deliver any such Form or certificate.

     

    
      
         


      

      
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    (f)        Exclusions.  The
Borrower shall not be required to indemnify any Non-U.S. Lender, or to pay any
additional amount to any Non-U.S. Lender, pursuant to Section 2.17(a),
(b) or (c) in respect of
Taxes or Other Taxes to the extent that the obligation to indemnify or pay such
additional amounts would not have arisen but for the failure of such Non-U.S.
Lender to comply with the provisions of subsection (e) above.

     

    (g)       Mitigation.  If
the Borrower is required to pay additional amounts to or for the account of any
Lender pursuant to this Section 2.17, then such Lender will use reasonable
efforts (which shall include efforts to rebook the Revolving Loans held by such
Lender to a new Applicable Lending Office, or through another branch or
affiliate of such Lender) to change the jurisdiction of its Applicable Lending
Office if, in the good faith judgment of such Lender, such efforts (i) will
eliminate or, if it is not possible to eliminate, reduce to the greatest extent
possible any such additional payment which may thereafter accrue and (ii) is not
otherwise disadvantageous, in the sole determination of such Lender, to such
Lender.  Any Lender claiming any indemnity payment or additional
amounts payable pursuant to this Section shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document reasonably requested in writing by the Borrower or to change the
jurisdiction of its Applicable Lending Office if the making of such a filing or
change would avoid the need for or reduce the amount of any such indemnity
payment or additional amounts that may thereafter accrue and would not, in the
sole determination of such Lender, be otherwise disadvantageous to such
Lender.

     

    (h)       Confidentiality.  Nothing
contained in this Section shall require any Lender or any Agent to make
available any of its tax returns (or any other information that it deems to be
confidential or proprietary).

     

    Section
2.18.        Base Rate Loans Substituted
for Affected Euro-Dollar Loans.  If
(a) the obligation of any Lender to make or maintain, or to convert outstanding
Loans to, Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (b)
any Lender has demanded compensation under Section 2.16(a) with respect to its
Euro-Dollar Loans and, in any such case, the Borrower shall, by at least four
Business Days’ prior notice to such Lender through the Administrative Agent,
have elected that the provisions of this Section shall apply to such Lender,
then, unless and until such Lender notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer
apply:

     

    (i)           all
Loans which would otherwise be made by such Lender as (or continued as or
converted into) Euro-Dollar Loans shall instead be Base Rate Loans (on which
interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Lenders); and

     

    
      
         


      

      
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    (ii)          after
each of its Euro-Dollar Loans has been repaid, all payments of principal that
would otherwise be applied to repay such Loans shall instead be applied to repay
its Base Rate Loans.

     

    If such
Lender notifies the Borrower that the circumstances giving rise to such notice
no longer apply, the principal amount of each such Base Rate Loan shall be
converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other
Lenders.

     

      Section
2.19.       Increases to the
Commitment.

     

    (a)       Subject
to the terms and conditions of this Agreement, the Borrower may, during the
Availability Period by delivering to the Administrative Agent and the Lenders a
Notice of Revolving Increase in the form of Exhibit E, request increases to the
Lenders’ Commitments (each such request, an “Optional Increase”);
provided that:
(i) the Borrower may not request any increase to the Commitments after the
occurrence and during the continuance of a Default; (ii) each Optional Increase
shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of
all Optional Increases shall be no more than $500,000,000.

     

    (b)       Each
Lender may, but shall not be obligated to, participate in any Optional Increase,
and the decision of any Lender to commit to an Optional Increase shall be at
such Lender’s sole discretion and shall be made in writing.  The
Borrower may, at its own expense, solicit additional Commitments from third
party financial institutions reasonably acceptable to the Administrative Agent,
the Swingline Lender and the Issuing Lender.  Any such financial
institution (if not already a Lender hereunder) shall become a party to this
Agreement as a Lender, pursuant to a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent and the
Borrower.

     

    (c)       As
a condition precedent to the Optional Increase, the Borrower shall deliver to
the Administrative Agent a certificate of the Borrower dated the effective date
of the Optional Increase, signed by a Responsible Officer of the Borrower,
certifying that: (i) the resolutions adopted by the Borrower approving or
consenting to such Optional Increase are attached thereto and such resolutions
are true and correct and have not been altered, amended or repealed and are in
full force and effect and (ii) before and after giving effect to the Optional
Increase, (A) the representations and warranties contained in Article V and the
other Loan Documents are true and correct in all material respects on and as of
the effective date of the Optional Increase, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and (B) that no Default
exists, is continuing, or would result from the Optional Increase.

     

    (d)       The
Revolving Outstandings will be reallocated by the Administrative Agent on the
effective date of any Optional Increase among the Lenders in accordance with
their revised Commitment Ratios, and the Borrower hereby agrees to pay any and
all costs (if any) required pursuant to Section 2.12 incurred by any Lender in
connection with the exercise of the Optional Increase.

     

    
      
         


      

      
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    Section
2.20.        Defaulting
Lenders.

     

    (a)       Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such
Lender is a Defaulting Lender:

     

    (i)           fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 2.07(a);

     

    (ii)          with
respect to any Letter of Credit Liabilities or Swingline Exposure of such
Defaulting Lender that exists at the time a Lender becomes a Defaulting Lender
or thereafter:

     

    (A)          all
or any part of such Defaulting Lender’s Letter of Credit Liabilities and its
Swingline Exposure shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Commitment Ratios (calculated without regard to
such Defaulting Lender’s Commitment) but only to the extent that (x) the
conditions set forth in Section 4.02 are satisfied at such time and
(y) such reallocation does not cause the Revolving Outstandings of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Commitment;

     

    (B)           if
the reallocation described in clause (ii)(A) above cannot, or can only
partially, be effected, each Issuing Lender and the Swingline Lender, in its
discretion may require the Borrower to (i) reimburse all amounts paid by an
Issuing Lender upon any drawing under a Letter of Credit, (ii) repay an
outstanding Swingline Loan, and/or (iii) cash collateralize (in accordance
with Section 2.09(a)(ii)) all obligations of such Defaulting Lender in respect
of outstanding Letters of Credit and Swingline Loans, in each case, in an amount
at least equal to the aggregate amount of the obligations (contingent or
otherwise) of such Defaulting Lender in respect of such Letters of Credit or
Swingline Loans (after giving effect to any partial reallocation pursuant to
Section 2.20(a)(ii)(A) above);

     

    (iii)         if
the Borrower cash collateralizes any portion of such Defaulting Lender’s
pursuant to Section 2.20(a)(ii)(B) then the Borrower shall not be required to
pay any fees to such Defaulting Lender pursuant to Section 2.07(b) with respect
to such Defaulting Lender’s Letter of Credit Liabilities during the period such
Defaulting Lender’s Letter of Credit Liabilities are cash
collateralized;

     

    (iv)         if
the Letter of Credit Liabilities and/or Swingline Exposure of the Non-Defaulting
Lenders is reallocated pursuant to Section 2.20(a)(ii)(A) above, then the fees
payable to the Lenders pursuant to Section 2.07(a) and Section 2.07(b) shall be
adjusted in accordance with such Non-Defaulting Lenders’ Commitment Ratios
(calculated without regard to such Defaulting Lender’s Commitment);
and

     

    
      
         


      

      
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    (v) 
        if any Defaulting Lender’s
Letter of Credit Liabilities and/or Swingline Exposure is neither reimbursed,
repaid, cash collateralized nor reallocated pursuant to this Section
2.20(a)(ii), then, without prejudice to any rights or remedies of the Issuing
Lenders, the Swingline Lender or any other Lender hereunder, all fees that
otherwise would have been payable to such Defaulting Lender (solely with respect
to the portion of such Defaulting Lender’s Commitment that was utilized by such
Letter of Credit Liabilities and/or Swingline Exposure) and letter of credit
fees payable under Section 2.07(b) with respect to such Defaulting Lender’s
Letter of Credit Liabilities shall be payable to the Issuing Lenders and the
Swingline Lender, pro rata, until such Letter of Credit Liabilities and/or
Swingline Exposure is cash collateralized, reallocated and/or repaid in
full.

     

    (b)       So
long as any Lender is a Defaulting Lender, (i) no Issuing Lender shall be
required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related exposure will be 100% covered by the Commitments of
the Non-Defaulting Lenders and/or cash collateral will be provided by the
Borrower in accordance with Section 2.20(a), and participating interests in any
such newly issued or increased Letter of Credit shall be allocated among
Non-Defaulting Lenders in a manner consistent with Section 3.05 (and Defaulting
Lenders shall not participate therein) and (ii) the Swingline Lender shall
not be required to advance any Swingline Loan, unless it is satisfied that the
related exposure will be 100% covered by the Commitments of the Non-Defaulting
Lenders.

     

    ARTICLE
III

    LETTERS
OF CREDIT

     

    Section
3.01.        Issuing
Lenders.  Subject
to the terms and conditions hereof, the Borrower may from time to time identify
and arrange for one or more of the Lenders (in addition to the JLA Issuing
Banks) to act as Issuing Lenders hereunder.  Any such designation by
the Borrower shall be notified to the Administrative Agent at least four
Business Days prior to the first date upon which the Borrower proposes that such
Issuing Lender issue its first Letter of Credit, so as to provide adequate time
for such proposed Issuing Lender to be approved by the Administrative Agent
hereunder (such approval not to be unreasonably withheld).  Within two
Business Days following the receipt of any such designation of a proposed
Issuing Lender, the Administrative Agent shall notify the Borrower as to whether
such designee is acceptable to the Administrative Agent.  Nothing
contained herein shall be deemed to require any Lender (other than a JLA Issuing
Bank) to agree to act as an Issuing Lender, if it does not so
desire.

     

    Section
3.02.        Letters of
Credit.

     

    (a)       Existing Letters of
Credit.  On the Effective Date, each Issuing Lender under the
Existing 2009 Credit Agreement (as defined therein) and each Issuing Lender
under the Existing 2007 Credit Agreement (as defined therein) that has issued an
Existing Letter of Credit shall be deemed, without further action by any party
to this Agreement, to have issued such Existing Letter of Credit under this
Agreement pursuant to the terms and subject to the conditions of this Article
III; provided,
that immediately after each Letter of Credit is deemed to have been issued, the
aggregate Revolving Outstandings shall not exceed the aggregate amount of the
Commitments.

     

    
      
         


      

      
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    (b)       Additional Letters of
Credit.  Each Issuing Lender agrees, on the terms and
conditions set forth in this Agreement, to issue Letters of Credit from time to
time before the fifth day prior to the Termination Date, for the account, and
upon the request, of the Borrower and in support of such obligations of the
Borrower or any Affiliate of the Borrower (other than PPL Electric Utilities
Corporation) that are reasonably acceptable to such Issuing Lender; provided, that
immediately after each Letter of Credit is issued, (A) the aggregate Revolving
Outstandings shall not exceed the aggregate amount of the Commitments and (B)
the aggregate fronting exposure of any Issuing Lender shall not exceed its
Fronting Sublimit.

     

    Section
3.03.        Method of Issuance of
Additional Letters of Credit.  The
Borrower shall give an Issuing Lender notice substantially in the form of
Exhibit A-3 to this Agreement (a “Letter of Credit
Request”) of the requested issuance or extension of an Additional Letter
of Credit prior to 1:00 P.M. (Charlotte, North Carolina time) on the proposed
date of the issuance or extension of Additional Letters of Credit (which shall
be a Business Day) (or such shorter period as may be agreed by such Issuing
Lender in any particular instance), specifying the date such Letter of Credit is
to be issued or extended and describing the terms of such Letter of Credit and
the nature of the transactions to be supported thereby.  The extension
or renewal of any Letter of Credit shall be deemed to be an issuance of such
Letter of Credit, and if any Letter of Credit contains a provision pursuant to
which it is deemed to be extended unless notice of termination is given by an
Issuing Lender, such Issuing Lender shall timely give such notice of termination
unless it has theretofore timely received a Letter of Credit Request and the
other conditions to issuance of a Letter of Credit have theretofore been met
with respect to such extension.  No Letter of Credit shall have a term
of more than one year, provided, that no
Letter of Credit shall have a term extending or be so extendible beyond the
fifth Business Day before the Termination Date.

     

    Section
3.04.        Conditions to Issuance of
Letters of Credit.  The
issuance by an Issuing Lender of each Additional Letter of Credit shall, in
addition to the conditions precedent set forth in Article IV, be subject to the
conditions precedent that (i) such Letter of Credit shall be satisfactory in
form and substance to such Issuing Lender, (ii) the Borrower and, if applicable,
any such Affiliate of the Borrower, shall have executed and delivered such other
instruments and agreements relating to such Letter of Credit as such Issuing
Lender shall have reasonably requested and (iii) such Issuing Lender shall have
confirmed on the date of (and after giving effect to) such issuance that (A) the
aggregate Revolving Outstandings will not exceed the aggregate amount of the
Commitments and (B) the aggregate fronting exposure of any Issuing Lender shall
not exceed the Fronting Sublimit.  Notwithstanding any other provision
of this Section 3.04, no Issuing Lender shall be under any obligation to issue
any Additional Letter of Credit if: any order, judgment or decree of any
governmental authority shall by its terms purport to enjoin or restrain such
Issuing Lender from issuing such Additional Letter of Credit, or any requirement
of law applicable to such Issuing Lender or any request or directive (whether or
not having the force of law) from any governmental authority with jurisdiction
over such Issuing Lender shall prohibit, or request that such Issuing Lender
refrain from, the issuance of letters of credit generally or such Additional
Letter of Credit in particular or shall impose upon such Issuing Lender with
respect to such Additional Letter of Credit any restriction, reserve or capital
requirement (for which such Issuing Lender is not otherwise compensated
hereunder) not in effect on the Escrow Closing Date, or shall impose upon such
Issuing Lender any unreimbursed loss, cost or expense which was not applicable
on the Effective Date and which such Issuing Lender in good faith deems material
to it.

     

    
      
         


      

      
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    Section
3.05.        Purchase and Sale of Letter
of Credit Participations.  Upon
the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender
shall be deemed, without further action by any party hereto, to have sold to
each Lender, and each Lender shall be deemed, without further action by any
party hereto, to have purchased from such Issuing Lender, without recourse or
warranty, an undivided participation interest in such Letter of Credit and the
related Letter of Credit Liabilities in accordance with its respective
Commitment Ratio (although the Fronting Fee payable under Section 2.07(b) shall
be payable directly to the Administrative Agent for the account of the
applicable Issuing Lender, and the Lenders (other than such Issuing Lender)
shall have no right to receive any portion of any such Fronting Fee) and any
security therefor or guaranty pertaining thereto.

     

    Section
3.06.        Drawings under Letters of
Credit.  Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the applicable Issuing Lender shall determine in
accordance with the terms of such Letter of Credit whether such drawing should
be honored.  If such Issuing Lender determines that any such drawing
shall be honored, such Issuing Lender shall make available to such beneficiary
in accordance with the terms of such Letter of Credit the amount of the drawing
and shall notify the Borrower as to the amount to be paid as a result of such
drawing and the payment date.

     

    Section
3.07.        Reimbursement
Obligations.  The
Borrower shall be irrevocably and unconditionally obligated forthwith to
reimburse the applicable Issuing Lender for any amounts paid by such Issuing
Lender upon any drawing under any Letter of Credit, together with any and all
reasonable charges and expenses which such Issuing Lender may pay or incur
relative to such drawing and interest on the amount drawn at the rate applicable
to Base Rate Loans for each day from and including the date such amount is drawn
to but excluding the date such reimbursement payment is due and
payable.  Such reimbursement payment shall be due and payable (i) at
or before 1:00 P.M. (Charlotte, North Carolina time) on the date the applicable
Issuing Lender notifies the Borrower of such drawing, if such notice is given at
or before 10:00 A.M. (Charlotte, North Carolina time) on such date or (ii) at or
before 10:00 A.M. (Charlotte, North Carolina time) on the next succeeding
Business Day; provided, that no payment otherwise required by this sentence to
be made by the Borrower at or before 1:00 P.M. (Charlotte, North Carolina time)
on any day shall be overdue hereunder if arrangements for such payment
satisfactory to the applicable Issuing Lender, in its reasonable discretion,
shall have been made by the Borrower at or before 1:00 P.M. (Charlotte, North
Carolina time) on such day and such payment is actually made at or before 3:00
P.M. (Charlotte, North Carolina time) on such day.  In addition, the
Borrower agrees to pay to the applicable Issuing Lender interest, payable on
demand, on any and all amounts not paid by the Borrower to such Issuing Lender
when due under this Section 3.07, for each day from and including the date when
such amount becomes due to but excluding the date such amount is paid in full,
whether before or after judgment, at a rate per annum equal to the sum of 2%
plus the rate applicable to Base Rate Loans for such day.  Each
payment to be made by the Borrower pursuant to this Section 3.07 shall be made
to the applicable Issuing Lender in Federal or other funds immediately available
to it at its address referred to Section 9.01.

     

    
      
         


      

      
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    Section
3.08.        Duties of Issuing Lenders to
Lenders; Reliance.  In
determining whether to pay under any Letter of Credit, the relevant Issuing
Lender shall not have any obligation relative to the Lenders participating in
such Letter of Credit or the related Letter of Credit Liabilities other than to
determine that any document or documents required to be delivered under such
Letter of Credit have been delivered and that they substantially comply on their
face with the requirements of such Letter of Credit.  Any action taken
or omitted to be taken by an Issuing Lender under or in connection with any
Letter of Credit shall not create for such Issuing Lender any resulting
liability if taken or omitted in the absence of gross negligence or willful
misconduct.  Each Issuing Lender shall be entitled (but not obligated)
to rely, and shall be fully protected in relying, on the representation and
warranty by the Borrower set forth in the last sentence of Section 4.02 to
establish whether the conditions specified in clauses (b) and (c) of Section
4.02 are met in connection with any issuance or extension of a Letter of
Credit.  Each Issuing Lender shall be entitled to rely, and shall be
fully protected in relying, upon advice and statements of legal counsel,
independent accountants and other experts selected by such Issuing Lender and
upon any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopier, telex or
teletype message, statement, order or other document believed by it in good
faith to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary unless the beneficiary and the Borrower
shall have notified such Issuing Lender that such documents do not comply with
the terms and conditions of the Letter of Credit.  Each Issuing Lender
shall be fully justified in refusing to take any action requested of it under
this Section in respect of any Letter of Credit unless it shall first have
received such advice or concurrence of the Required Lenders as it reasonably
deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take, or omitting or
continuing to omit, any such action.  Notwithstanding any other
provision of this Section, each Issuing Lender shall in all cases be fully
protected in acting, or in refraining from acting, under this Section in respect
of any Letter of Credit in accordance with a request of the Required Lenders,
and such request and any action taken or failure to act pursuant hereto shall be
binding upon all Lenders and all future holders of participations in such Letter
of Credit; provided, that this sentence shall not affect any rights the Borrower
may have against any Issuing Lender or the Lenders that make such
request.

     

    
      
         


      

      
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    Section
3.09.        Obligations of Lenders to
Reimburse Issuing Lender for Unpaid Drawings.  If
any Issuing Lender makes any payment under any Letter of Credit and the Borrower
shall not have reimbursed such amount in full to such Issuing Lender pursuant to
Section 3.07, such Issuing Lender shall promptly notify the Administrative
Agent, and the Administrative Agent shall promptly notify each Lender (other
than the relevant Issuing Lender), and each such Lender shall promptly and
unconditionally pay to the Administrative Agent, for the account of such Issuing
Lender, such Lender’s share of such payment (determined in accordance with its
respective Commitment Ratio) in Dollars in Federal or other immediately
available funds, the aggregate of such payments relating to each unreimbursed
amount being referred to herein as a “Mandatory Letter of Credit
Borrowing”; provided, however, that no Lender shall be obligated to pay
to the Administrative Agent its pro rata share of such unreimbursed amount for
any wrongful payment made by the relevant Issuing Lender under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence by such Issuing Lender.  If the Administrative Agent so
notifies a Lender prior to 11:00 A.M. (Charlotte, North Carolina time) on any
Business Day, such Lender shall make available to the Administrative Agent at
its address referred to in Section 9.01 and for the account of the relevant
Issuing Lender such Lender’s pro rata share of the amount of such payment by
3:00 P.M. (Charlotte, North Carolina time) on the Business Day following such
Lender’s receipt of notice from the Administrative Agent, together with interest
on such amount for each day from and including the date of such drawing to but
excluding the day such payment is due from such Lender at the Federal Funds Rate
for such day (which funds the Administrative Agent shall promptly remit to such
Issuing Lender).  The failure of any Lender to make available to the
Administrative Agent for the account of an Issuing Lender its pro rata share of
any unreimbursed drawing under any Letter of Credit shall not relieve any other
Lender of its obligation hereunder to make available to the Administrative Agent
for the account of such Issuing Lender its pro rata share of any payment made
under any Letter of Credit on the date required, as specified above, but no such
Lender shall be responsible for the failure of any other Lender to make
available to the Administrative Agent for the account of such Issuing Lender
such other Lender’s pro rata share of any such payment.  Upon payment
in full of all amounts payable by a Lender under this Section 3.09, such Lender
shall be subrogated to the rights of the relevant Issuing Lender against the
Borrower to the extent of such Lender’s pro rata share of the related Letter of
Credit Liabilities (including interest accrued thereon).  If any
Lender fails to pay any amount required to be paid by it pursuant to this
Section 3.09 on the date on which such payment is due, interest shall accrue on
such Lender’s obligation to make such payment, for each day from and including
the date such payment became due to but excluding the date such Lender makes
such payment, whether before or after judgment, at a rate per annum equal to (i)
for each day from the date such payment is due to the third succeeding Business
Day, inclusive, the Federal Funds Rate for such day as determined by the
relevant Issuing Lender and (ii) for each day thereafter, the sum of 2% plus the
rate applicable to its Base Rate Loans for such day.  Any payment made
by any Lender after 3:00 P.M. (Charlotte, North Carolina time) on any Business
Day shall be deemed for purposes of the preceding sentence to have been made on
the next succeeding Business Day.

     

    Section
3.10.        Funds Received from the
Borrower in Respect of Drawn Letters of Credit.  Whenever
an Issuing Lender receives a payment of a Reimbursement Obligation as to which
the Administrative Agent has received for the account of such Issuing Lender any
payments from the other Lenders pursuant to Section 3.09 above, such Issuing
Lender shall pay the amount of such payment to the Administrative Agent, and the
Administrative Agent shall promptly pay to each Lender which has paid its pro
rata share thereof, in Dollars in Federal or other immediately available funds,
an amount equal to such Lender’s pro rata share of the principal amount thereof
and interest thereon for each day after relevant date of payment at the Federal
Funds Rate.

     

    Section
3.11.        Obligations in Respect of
Letters of Credit Unconditional.  The
obligations of the Borrower under Section 3.07 above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under all circumstances whatsoever, including,
without limitation, the following circumstances:

     

    (a)       any
lack of validity or enforceability of this Agreement or any Letter of Credit or
any document related hereto or thereto;

     

    
      
         


      

      
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    (b)       any
amendment or waiver of or any consent to departure from all or any of the
provisions of this Agreement or any Letter of Credit or any document related
hereto or thereto;

     

    (c)       the
use which may be made of the Letter of Credit by, or any acts or omission of, a
beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be
acting);

     

    (d)       the
existence of any claim, set-off, defense or other rights that the Borrower may
have at any time against a beneficiary of a Letter of Credit (or any Person for
whom the beneficiary may be acting), any Issuing Lender or any other Person,
whether in connection with this Agreement or any Letter of Credit or any
document related hereto or thereto or any unrelated transaction;

     

    (e)       any
statement or any other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect whatsoever;

     

    (f)        payment
under a Letter of Credit against presentation to an Issuing Lender of a draft or
certificate that does not comply with the terms of such Letter of Credit; provided, that the
relevant Issuing Lender’s determination that documents presented under such
Letter of Credit comply with the terms thereof shall not have constituted gross
negligence or willful misconduct of such Issuing Lender; or

     

    (g)       any
other act or omission to act or delay of any kind by any Issuing Lender or any
other Person or any other event or circumstance whatsoever that might, but for
the provisions of this subsection (g), constitute a legal or equitable discharge
of the Borrower’s obligations hereunder.

     

    Nothing
in this Section 3.11 is intended to limit the right of the Borrower to make a
claim against any Issuing Lender for damages as contemplated by the proviso to the first
sentence of Section 3.12.

     

    Section
3.12.        Indemnification in Respect
of Letters of Credit.  The
Borrower hereby indemnifies and holds harmless each Lender (including each
Issuing Lender) and the Administrative Agent from and against any and all
claims, damages, losses, liabilities, costs or expenses which such Lender or the
Administrative Agent may incur by reason of or in connection with the failure of
any other Lender to fulfill or comply with its obligations to such Issuing
Lender hereunder (but nothing herein contained shall affect any rights which the
Borrower may have against such defaulting Lender), and none of the Lenders
(including any Issuing Lender) nor the Administrative Agent, their respective
affiliates nor any of their respective officers, directors, employees or agents
shall be liable or responsible, by reason of or in connection with the execution
and delivery or transfer of or payment or failure to pay under any Letter of
Credit, including, without limitation, any of the circumstances enumerated in
Section 3.11, as well as (i) any error, omission, interruption or delay in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, (ii) any error in interpretation of technical terms, (iii) any loss
or delay in the transmission of any document required in order to make a drawing
under a Letter of Credit, (iv) any consequences arising from causes beyond the
control of such indemnitee, including without limitation, any government acts,
or (v) any other circumstances whatsoever in making or failing to make payment
under such Letter of Credit; provided, that the Borrower shall not be required
to indemnify any Issuing Lender for any claims, damages, losses, liabilities,
costs or expenses, and the Borrower shall have a claim against such Issuing
Lender for direct (but not consequential) damages suffered by it, to the extent
found by a court of competent jurisdiction in a final, non-appealable judgment
or order to have been caused by (i) the willful misconduct or gross negligence
of such Issuing Lender in determining whether a request presented under any
Letter of Credit issued by it complied with the terms of such Letter of Credit
or (ii) such Issuing Lender’s failure to pay under any Letter of Credit issued
by it after the presentation to it of a request strictly complying with the
terms and conditions of such Letter of Credit.  Nothing in this
Section 3.12 is intended to limit the obligations of the Borrower under any
other provision of this Agreement.

     

    
      
         


      

      
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    Section
3.13.        ISP98.  The
rules of the “International Standby Practices 1998” as published by the
International Chamber of Commerce most recently at the time of issuance of any
Letter of Credit shall apply to such Letter of Credit unless otherwise expressly
provided in such Letter of Credit.

     

    ARTICLE
IV

    CONDITIONS

     

    Section
4.01.        Conditions to
Closing.  The
obligation of each Lender to make a Loan or issue a Letter of Credit on the
occasion of the first Credit Event hereunder is subject to the satisfaction of
the following conditions:

     

    (a)       This Agreement. (i)
On or prior to June 30, 2010, the Administrative Agent shall have received
counterparts hereof signed by each of the parties hereto (or, in the case of any
party as to which an executed counterpart shall not have been received, receipt
by the Administrative Agent in form satisfactory to it of telegraphic, telex,
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party) to be held in escrow and to be delivered to
the Borrower upon satisfaction of the other conditions set forth in this Section
4.01 and (ii) on or prior to the Effective Date, the Escrow Termination Date
shall not have occurred.

     

    (b)       Notes.  On
or prior to the Effective Date, the Administrative Agent shall have received a
duly executed Note for the account of each Lender requesting delivery of a Note
pursuant to Section 2.05.

     

    (c)       Officers’
Certificates.  The Administrative Agent shall have received a
certificate dated the Effective Date signed on behalf of the Borrower by the
Chairman of the Board, the President, any Vice President, the Treasurer or the
Assistant Treasurer of the Borrower stating that (A) on the Effective Date and
after giving effect to the Loans and Letters of Credit being made or issued on
the Effective Date, no Default shall have occurred and be continuing and (B) the
representations and warranties of the Borrower contained in the Loan Documents
are true and correct on and as of the Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they were true and correct as of such earlier date.

     

    
      
         


      

      
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    (d)       Proceedings.  On
the Effective Date, the Administrative Agent shall have received (i) a
certificate of the Secretary of State of the State of Delaware, dated as of a
recent date, as to the good standing of the Borrower and (ii) a certificate of
the Secretary or an Assistant Secretary of the Borrower dated the Effective Date
and certifying (A) that attached thereto is a true, correct and complete copy of
(x) the Borrower’s certificate of formation certified by the Secretary of State
of the State of Delaware and (y) the limited liability company agreement of the
Borrower, (B) as to the absence of dissolution or liquidation proceedings by or
against the Borrower, (C) that attached thereto is a true, correct and complete
copy of resolutions adopted by the managers of the Borrower authorizing the
execution, delivery and performance of the Loan Documents to which the Borrower
is a party and each other document delivered in connection herewith or therewith
and that such resolutions have not been amended and are in full force and effect
on the date of such certificate and (D) as to the incumbency and specimen
signatures of each officer of the Borrower executing the Loan Documents to which
the Borrower is a party or any other document delivered in connection herewith
or therewith.

     

    (e)       Opinions of
Counsel.  On the Effective Date, the Administrative Agent shall
have received from counsel to the Borrower, opinions addressed to the
Administrative Agent and each Lender, dated the Effective Date, substantially in
the form of Exhibit D-1 hereto.

     

    (f)        Repayment of Existing Credit
Agreements.  (A) All Obligations under the Existing 2009 Credit
Agreement and the Existing 2007 Credit Agreement (in each case, as defined
therein) shall be repaid in full and all Commitments under the Existing 2009
Credit Agreement and the Existing 2007 Credit Agreement (in each case, as
defined therein) shall be terminated and (B) all of the Existing Letters of
Credit shall be, from and after the Effective Date, Letters of Credit
hereunder.

     

    (g)       [Intentionally
Omitted]

     

    (h)       Consents.  All
necessary governmental (domestic or foreign), regulatory and third party
approvals, if any, in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall have been obtained and remain in
full force and effect, in each case without any action being taken by any
competent authority which could restrain or prevent such transaction or impose,
in the reasonable judgment of the Administrative Agent, materially adverse
conditions upon the consummation of such transactions; provided, that any
such approvals with respect to elections by the Borrower to increase the
Commitment as contemplated by Section 2.19 need not be obtained or provided
until the Borrower makes any such election.

     

    (i)        Effective Date Event.
The Effective Date Event shall have occurred.

     

    (j)        Payment of
Fees.  All costs, fees and expenses due to the Administrative
Agent, the Joint Lead Arrangers and the Lenders (including, without limitation,
the Ticking Fee (as defined in the Ticking Fee Letter)) on or before the
Effective Date  shall have been paid.

     

    
      
         


      

      
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    (k)       Counsel
Fees.  The Administrative Agent shall have received full
payment from the Borrower of the fees and expenses of Davis Polk & Wardwell
LLP described in Section 9.03 which are billed through the Effective
Date.

     

    Section
4.02.        Conditions to All Credit
Events.  The
obligation of any Lender to make any Loan, and the obligation of any Issuing
Lender to issue (or renew or extend the term of) any Letter of Credit, is
subject to the satisfaction of the following conditions:

     

    (a)       receipt
by the Administrative Agent of a Notice of Borrowing as required by Section
2.03, or receipt by an Issuing Lender of a Letter of Credit Request as required
by Section 3.03;

     

    (b)       the
fact that, immediately before and after giving effect to such Credit Event, no
Default shall have occurred and be continuing; and

     

    (c)       the
fact that the representations and warranties of the Borrower contained in this
Agreement and the other Loan Documents shall be true and correct on and as of
the date of such Credit Event, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they were
true and correct as of such earlier date and except for the representations in
Section 5.04(c),Section 5.06, Section 5.15 and Section 5.16, which shall be
deemed only to relate to the matters referred to therein on and as of the
Effective Date.

     

    Each
Credit Event under this Agreement shall be deemed to be a representation and
warranty by the Borrower on the date of such Credit Event as to the facts
specified in clauses (b) and (c) of this Section.

    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES

     

    The
Borrower represents and warrants that:

     

    Section
5.01.        Status.  The
Borrower is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the limited
liability company authority to make and perform this Agreement and each other
Loan Document to which it is a party.

     

    Section
5.02.        Authority; No
Conflict.  The
execution, delivery and performance by the Borrower of this Agreement and each
other Loan Document to which it is a party have been duly authorized by all
necessary limited liability company action and do not violate (i) any provision
of law or regulation, or any decree, order, writ or judgment, (ii) any provision
of its limited liability company agreement, or (iii) result in the breach of or
constitute a default under any indenture or other agreement or instrument to
which the Borrower is a party; provided, that any
exercise of the option to increase the Commitment as contemplated in Section
2.19 may require further authorization of the Borrower’s Board of
Managers.

     

    
      
         


      

      
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    Section
5.03.        Legality;
Etc.  This
Agreement and each other Loan Document (other than the Notes) to which the
Borrower is a party constitute the legal, valid and binding obligations of the
Borrower, and the Notes, when executed and delivered in accordance with this
Agreement, will constitute legal, valid and binding obligations of the Borrower,
in each case enforceable against the Borrower in accordance with their terms
except to the extent limited by (a) bankruptcy, insolvency, fraudulent
conveyance or reorganization laws or by other similar laws relating to or
affecting the enforceability of creditors’ rights generally and by general
equitable principles which may limit the right to obtain equitable remedies
regardless of whether enforcement is considered in a proceeding of law or equity
or (b) any applicable public policy on enforceability of provisions relating to
contribution and indemnification.

     

    Section
5.04.        Financial
Condition.

     

    (a)       Audited Financial
Statements.  The consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries as of December 31, 2009 and the related
consolidated statements of income and cash flows for the fiscal year then ended,
reported on by Ernst & Young, LLP, copies of which have been delivered to
each of the Administrative Agent and the Lenders, fairly present, in conformity
with GAAP, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

     

    (b)       Interim Financial
Statements.  The unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of March 31, 2010 and the related
unaudited consolidated statements of income and cash flows for the three months
then ended fairly present, in conformity with GAAP applied on a basis consistent
with the financial statements referred to in subsection (a) of this Section, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such three-month period (subject to normal year-end audit
adjustments).

     

    (c)       Material Adverse
Change.  Since December 31, 2009 there has been no change in
the business, assets, financial condition or operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole, that would materially and
adversely affect the Borrower’s ability to perform any of its obligations under
this Agreement, the Notes or the other Loan Documents.

     

    Section
5.05.        Rights to
Properties.  The
Borrower and its Restricted Subsidiaries have good and valid fee, leasehold,
easement or other right, title or interest in or to all the properties necessary
to the conduct of their business as conducted on the Escrow Closing Date and as
then proposed to be conducted, except to the extent the failure to have such
rights or interests would not have a Material Adverse Effect.

     

    Section
5.06.        Litigation.  Except
as disclosed in or contemplated by the Borrower’s Form 10-K Report to the SEC
for the year ended December 31, 2009 or in any subsequent Form 10-K, 10-Q or 8-K
Report, no litigation, arbitration or administrative proceeding against the
Borrower is pending or, to the Borrower’s knowledge, threatened, which would
reasonably be expected to materially and adversely affect the ability of the
Borrower to perform any of its obligations under this Agreement, the Notes or
the other Loan Documents.  There is no litigation, arbitration or
administrative proceeding pending or, to the knowledge of the Borrower,
threatened which questions the validity of this Agreement or the other Loan
Documents to which it is a party.

     

    
      
         


      

      
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    Section
5.07.        No
Violation.  No
part of the proceeds of the borrowings by hereunder will be used, directly or
indirectly by the Borrower for the purpose of purchasing or carrying any “margin
stock” within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System, or for any other purpose which violates, or which
conflicts with, the provisions of Regulations U or X of said Board of Governors.
The Borrower is not engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying
any such “margin stock”.

     

    Section
5.08.        ERISA.  Each
member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each
Material Plan and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Material Plan.  No member of the ERISA Group has (i) sought a
waiver of the minimum funding standard under Section 412 of the Internal Revenue
Code in respect of any Material Plan, (ii) failed to make any contribution or
payment to any Material Plan, or made any amendment to any Material Plan, which
has resulted or could result in the imposition of a Lien or the posting of a
bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any material liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA.

     

    Section
5.09.        Governmental
Approvals.  No
authorization, consent or approval from any Governmental Authority is required
for the execution, delivery and performance by the Borrower of this Agreement,
the Notes and the other Loan Documents to which it is a party, except such
authorizations, consents and approvals as shall have been obtained prior to the
Effective Date and shall be in full force and effect.

     

    Section
5.10.        Investment Company
Act.  The
Borrower is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

     

    Section
5.11.        Restricted Subsidiaries,
Etc.  Set
forth in Schedule 5.11 hereto is a complete and correct list as of the Escrow
Closing Date of the Restricted Subsidiaries of the Borrower, together with, for
each such Subsidiary, the jurisdiction of organization of such
Subsidiary.  Except as disclosed in Schedule 5.11 hereto, as of the
Escrow Closing Date, each such Subsidiary (i) was a Wholly Owned Subsidiary of
the Borrower and (ii) was duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and had all corporate or
other organizational powers to carry on its businesses as then
conducted.

     

    Section
5.12.        Tax Returns and
Payments.  The
Borrower and each of its Restricted Subsidiaries has filed or caused to be filed
all Federal, state, local and foreign income tax returns required to have been
filed by it and has paid or caused to be paid all income taxes shown to be due
on such returns except income taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or its Restricted
Subsidiaries, as the case may be, shall have set aside on its books appropriate
reserves with respect thereto in accordance with GAAP or that would not
reasonably be expected to have a Material Adverse Effect.

     

    
      
         


      

      
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    Section
5.13.        Compliance with
Laws.  To
the knowledge of the Borrower or any of its Restricted Subsidiaries, the
Borrower and each of its Restricted Subsidiaries is in compliance with all
applicable laws, regulations and orders of any Governmental Authority, domestic
or foreign, in respect of the conduct of its business and the ownership of its
property (including, without limitation, compliance with all applicable ERISA
and Environmental Laws and the requirements of any permits issued under such
Environmental Laws), except to the extent (a) such compliance is being contested
in good faith by appropriate proceedings or (b) non-compliance would not
reasonably be expected to materially and adversely affect its ability to perform
any of its obligations under this Agreement, the Notes or any other Loan
Document to which it is a party.

     

    Section
5.14.        No
Default.  No
Default has occurred and is continuing.

     

    Section
5.15.        Environmental
Matters.

     

    (a)       Except
(i) as disclosed in or contemplated by the Borrower’s Form 10-K Report to the
SEC for the year ended December 31, 2009 or in any subsequent Form 10-K, 10-Q or
8-K Report, or (ii) to the extent that the liabilities of the Borrower and its
Subsidiaries, taken as a whole, that relate to or could reasonably be expected
to result from the matters referred to in clauses (i) through (iii) of this
Section 5.15(a), inclusive, would not reasonably be expected to result in a
Material Adverse Effect:

     

    (i)           no
notice, notification, citation, summons, complaint or order has been received by
the Borrower or any of its Subsidiaries, no penalty has been assessed nor is any
investigation or review pending or, to the Borrower’s or any of its
Subsidiaries’ knowledge, threatened by any governmental or other entity with
respect to any (A) alleged violation by or liability of the Borrower or any of
its Subsidiaries of or under any Environmental Law, (B) alleged failure by the
Borrower or any of its Subsidiaries to have any environmental permit,
certificate, license, approval, registration or authorization required in
connection with the conduct of its business or (C) generation, storage,
treatment, disposal, transportation or release of Hazardous
Substances;

     

    (ii)          to
the Borrower’s or any of its Subsidiaries’ knowledge, no Hazardous Substance has
been released (and no written notification of such release has been filed)
(whether or not in a reportable or threshold planning quantity) at, on or under
any property now or previously owned, leased or operated by the Borrower or any
of its Subsidiaries; and

     

    (iii)         no
property now or previously owned, leased or operated by the Borrower or any of
its Subsidiaries or, to the Borrower’s or any of its Subsidiaries’ knowledge,
any property to which the Borrower or any of its Subsidiaries has, directly or
indirectly, transported or arranged for the transportation of any Hazardous
Substances, is listed or, to the Borrower’s or any of its Subsidiaries’
knowledge, proposed for listing, on the National Priorities List promulgated
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (“CERCLA”), on CERCLIS
(as defined in CERCLA) or on any similar federal, state or foreign list of sites
requiring investigation or clean-up.

     

    
      
         


      

      
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    (b)       Except
as disclosed in or contemplated by the Borrower’s Form 10-K Report to the SEC
for the year ended December 31, 2009 or in any subsequent Form 10-K, 10-Q or 8-K
Report, to the Borrower’s or any of its Subsidiaries’ knowledge, there are no
Environmental Liabilities that have resulted or could reasonably be expected to
result in a Material Adverse Effect.

     

    (c)       For
purposes of this Section 5.15, the terms “the Borrower” and “Subsidiary” shall
include any business or business entity (including a corporation) which is a
predecessor, in whole or in part, of the Borrower or any of its Subsidiaries
from the time such business or business entity became a Subsidiary of PPL
Corporation, a Pennsylvania corporation.

     

    Section
5.16.        Guarantees.  As
of the Effective Date, except as set forth in Schedule 5.16 hereto, the Borrower
has no Guarantees of any Debt of any Foreign Subsidiary of the Borrower other
than such Debt not in excess of $25,000,000 in the aggregate.

     

    Section
5.17.        OFAC.  None
of the Borrower, any Subsidiary of the Borrower or any Affiliate of the
Borrower: (i) is a Sanctioned Person, (ii) has more than 10% of its assets in
Sanctioned Entities, or (iii) derives more than 10% of its operating income from
investments in, or transactions with Sanctioned Persons or Sanctioned
Entities.  The proceeds of any Loan will not be used and have not been
used to fund any operations in, finance any investments or activities in, or
make any payments to, a Sanctioned Person or a Sanctioned Entity.

     

    ARTICLE
VI

    COVENANTS

     

    The
Borrower agrees that so long as any Lender has any Commitment hereunder or any
amount payable hereunder or under any Note or other Loan Document remains unpaid
or any Letter of Credit Liability remains outstanding:

     

    Section
6.01.        Information.  The
Borrower will deliver or cause to be delivered to each of the Lenders (it being
understood that the posting of the information required in clauses (a), (b) and
(f) of this Section 6.01 on the Borrower’s website (http://www.pplweb.com) or
making such information available on IntraLinks, Syndtrak (or similar service)
shall be deemed to be effective delivery to the Lenders):

     

    (a)       Annual Financial
Statements.  Promptly when available and in any event within
ten (10) days after the date such information is required to be delivered to the
SEC, a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such fiscal year and the related consolidated
statements of income and cash flows for such fiscal year and accompanied by an
opinion thereon by independent public accountants of recognized national
standing, which opinion shall state that such consolidated financial statements
present fairly the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of the date of such financial statements and the
results of their operations for the period covered by such financial statements
in conformity with GAAP applied on a consistent basis.

     

    
      
         


      

      
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    (b)       Quarterly Financial
Statements.  Promptly when available and in any event within
ten (10) days after the date such information is required to be delivered to the
SEC, a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and the related consolidated
statements of income and cash flows for such fiscal quarter,  all
certified (subject to normal year-end audit adjustments) as to fairness of
presentation, GAAP and consistency by any vice president, the treasurer or the
controller of the Borrower.

     

    (c)       Officer’s
Certificate.  Simultaneously with the delivery of each set of
financial statements referred to in subsections (a) and (b) above, a certificate
of the chief accounting officer or controller of the Borrower, (i) setting forth
in reasonable detail the calculations required to establish compliance with the
requirements of Section 6.11 on the date of such financial statements and (ii)
stating whether there exists on the date of such certificate any Default and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto.

     

    (d)       Default.  Forthwith
upon acquiring knowledge of the occurrence of any (i) Default or (ii) Event of
Default, in either case a certificate of a vice president or the treasurer of
the Borrower setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto.

     

    (e)       Change in Borrower’s
Ratings.  Promptly, upon the chief executive officer, the
president, any vice president or any senior financial officer of the Borrower
obtaining knowledge of any change in a Borrower’s Rating, a notice of such
Borrower’s Rating in effect after giving effect to such change.

     

    (f)        Securities Laws
Filing.  Promptly when available and in any event within ten
(10) days after the date such information is required to be delivered to the
SEC, a copy of any Form 10-K Report to the SEC and a copy of any Form 10-Q
Report to the SEC, and promptly upon the filing thereof, any other filings with
the SEC.

     

    (g)       ERISA
Matters.  If and when any member of the ERISA
Group:  (i) gives or is required to give notice to the PBGC of any
“reportable event” (as defined in Section 4043 of ERISA) with respect to any
Material Plan which might constitute grounds for a termination of such Plan
under Title IV of ERISA, or knows that the plan administrator of any Material
Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to the
PBGC; (ii) receives, with respect to any Material Plan that is a Multiemployer
Plan, notice of any complete or partial withdrawal liability under Title IV of
ERISA, or notice that any Multiemployer Plan is in reorganization, is insolvent
or has been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose material
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Material Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code with respect to a Material Plan, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA; or (vii) fails to make any payment or contribution to any Plan or makes
any amendment to any Plan which has resulted or could result in the imposition
of a Lien or the posting of a bond or other security, a copy of such notice, a
certificate of the chief accounting officer or controller of the Borrower
setting forth details as to such occurrence and action, if any, which the
Borrower or applicable member of the ERISA Group is required or proposes to
take.

     

    
      
         


      

      
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    (h)       Other
Information.  From time to time such additional financial or
other information regarding the financial condition, results of operations,
properties, assets or business of the Borrower or any of its Subsidiaries as any
Lender may reasonably request.

     

    The
Borrower hereby acknowledges that (a) the Administrative Agent will make
available to the Lenders and each Issuing Lender materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or
its securities) (each, a “Public
Lender”).  The Borrower hereby agrees that it will use
commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (w) all such
Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at
a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower
shall be deemed to have authorized the Administrative Agent, the Issuing Lenders
and the Lenders to treat such Borrower Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with
respect to the Borrower or its securities for purposes of United States Federal
and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information (as defined below), they
shall be treated as set forth in Section 9.12); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor;” and (z) the Administrative Agent shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting (subject to Section 9.12) on a portion of the Platform
not designated “Public Investor.”  “Information” means
all information received from the Borrower or any of its Subsidiaries relating
to the Borrower or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the
Administrative Agent, any Lender or any Issuing Lender on a nonconfidential
basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in the
case of information received from the Borrower or any of its Subsidiaries after
the Escrow Closing Date, such information is clearly identified at the time of
delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     

    Section
6.02.        Maintenance of Property;
Insurance.

     

    (a)       Maintenance of
Properties.  The Borrower will keep, and will cause each of its
Restricted Subsidiaries to keep, all property useful and necessary in their
respective businesses in good working order and condition, subject to ordinary
wear and tear, unless the Borrower determines in good faith that the continued
maintenance of any of such properties is no longer economically desirable and so
long as the failure to so maintain such properties would not reasonably be
expected to have a Material Adverse Effect.

     

    
      
         


      

      
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     (b)     Insurance.  The
Borrower will maintain, or cause to be maintained, insurance with financially
sound (determined in the reasonable judgment of the Borrower) and responsible
companies in such amounts (and with such risk retentions) and against such risks
as is usually carried by owners of similar businesses and properties in the same
general areas in which the Borrower and its Restricted Subsidiaries
operate.

     

    
      Section
6.03.        Conduct of Business and
Maintenance of Existence.  The
Borrower will (i) continue, and will cause each of its Restricted Subsidiaries
to continue, to engage in businesses of the same general type as now conducted
by the Borrower and its Subsidiaries and businesses related thereto or arising
out of such businesses, except to the extent that the failure to maintain any
existing business would not have a Material Adverse Effect and (ii) except as
otherwise permitted in Section 6.08, preserve, renew and keep in full force and
effect, and will cause each of its Subsidiaries to preserve, renew and keep in
full force and effect, their respective limited liability company (or other
entity) existence and their respective rights, privileges and franchises
necessary or material to the normal conduct of business, except, in each case,
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

       

    

    Section
6.04.        Compliance with Laws,
Etc.  The
Borrower will comply, and will cause each of its Restricted Subsidiaries to
comply, with all applicable laws, regulations and orders of any Governmental
Authority, domestic or foreign, in respect of the conduct of its business and
the ownership of its property (including, without limitation, compliance with
all applicable ERISA and Environmental Laws and the requirements of any permits
issued under such Environmental Laws), except to the extent (a) such compliance
is being contested in good faith by appropriate proceedings or (b)
non-compliance could not reasonably be expected to have a Material Adverse
Effect.

     

    Section
6.05.        Books and
Records.  The
Borrower (i) will keep, and will cause each of its Restricted Subsidiaries to
keep, proper books of record and account in conformity with GAAP and (ii) will
permit representatives of the Administrative Agent and each of the Lenders to
visit and inspect any of their respective properties, to examine and make copies
from any of their respective books and records and to discuss their respective
affairs, finances and accounts with their officers, any employees and
independent public accountants, all at such reasonable times and as often as may
reasonably be desired; provided, that, the rights created in this Section 6.05
to “visit”, “inspect”, “discuss” and copy shall not extend to any matters which
the Borrower deems, in good faith, to be confidential, unless the Administrative
Agent and any such Lender agree in writing to keep such matters
confidential.

     

    Section
6.06.        Use of
Proceeds.  The
proceeds of the Loans made under this Agreement will be used by the Borrower to
repay loans under the Existing 2009 Credit Agreement and Existing 2007 Credit
Agreement on the Effective Date and for general corporate purposes of the
Borrower and its Affiliates, including for working capital purposes, for making
investments in or loans to Affiliates, and as a commercial paper
backstop.  The Borrower will request the issuance of Letters of Credit
solely for general corporate purposes of the Borrower and its
Affiliates.  No such use of the proceeds for general corporate
purposes will be, directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of buying or carrying any Margin Stock within the
meaning of Regulation U.

     

    
      
        
           


        

        
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    Section
6.07.       Restriction on
Liens.  The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to,
create, incur, assume or suffer to exist any Lien upon or with respect to any
property or assets of any kind (real or personal, tangible or intangible) of the
Borrower or any such Restricted Subsidiary (including, without limitation, their
Voting Stock), except:

     

    (a)      Liens
for taxes, assessments or governmental charges or levies not yet due or which
are being contested in good faith and by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books;

     

    (b)      Liens
imposed by law, such as carriers’, landlords’, warehousemen’s and mechanics’
Liens and other similar Liens arising in the ordinary course of business which
secure payment of obligations not more than 45 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books;

     

    (c)      Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation;

     

    (d)      easements
(including, without limitation, reciprocal easement agreements and utility
agreements), rights-of-way, covenants, consents, reservations, encroachments,
variances and other restrictions, charges or encumbrances (whether or not
recorded) affecting the use of real property;

     

    (e)      Liens
existing on the Escrow Closing Date and described in Schedule 6.07
hereto;

     

    
      (f)       judgment
Liens arising from judgments which secure payment of legal obligations that
would not constitute a Default under Section 7.01;

       

    

    (g)      any
vendor’s Liens, purchase money Liens or any other Lien on any property or asset
acquired by the Borrower or any of its Restricted Subsidiaries after the Escrow
Closing Date existing on any such property or asset at the time of acquisition
thereof (and not created in anticipation thereof); provided, that, in
any such case no such Lien shall extend to or cover any other asset of the
Borrower or such Restricted Subsidiaries, as the case may be;

     

    (h)      Liens,
deposits and/or similar arrangements to secure the performance of bids, tenders
or contracts (other than contracts for borrowed money), public or statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business by the Borrower or any
of its Restricted Subsidiaries, including Liens to secure obligations under
agreements for or relating to the purchase and sale of any commodity (including
power purchase and sale agreements, any commodity hedge or derivative regardless
of whether any such transaction is a “financial” or “physical transaction”)
provided, that, with respect to
any Lien on electric generating plants of any Restricted Subsidiary to secure
obligations under agreements for or relating to the purchase and sale of any
commodity, the amount of the outstanding obligations secured by such Lien or
Liens shall not, at any time, in the aggregate, exceed $1.5
billion;

     

    
      
        
           


        

        
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    (i)       Liens
on assets of the Borrower and its Restricted Subsidiaries arising out of
obligations or duties to any municipality or public authority with respect to
any franchise, grant, license, permit or certificate;

     

    (j)       rights
reserved to or vested in any municipality or public authority to control or
regulate any asset of the Borrower or any of its Restricted Subsidiaries or to
use such asset in a manner which does not materially impair the use of such
asset for the purposes for which it is held by the Borrower or any of its
Restricted Subsidiaries;

     

    (k)      irregularities
in or deficiencies of title to any asset which do not materially adversely
affect the use of such property by the Borrower or any of its Restricted
Subsidiaries in the normal course of its business;

     

    (l)       any
Lien on any property or asset of any corporation or other entity existing at the
time such corporation or entity is acquired, merged or consolidated or
amalgamated with or into the Borrower or any of its Restricted Subsidiaries and
not created in contemplation of such event;

     

    (m)     any
Lien on any asset securing Debt incurred or assumed for the purpose of financing
all or any part of the cost of acquiring, constructing or improving such asset;
provided, that
any such Lien attaches to such asset, solely to extent of the value of the
obligation secured by such Lien, concurrently with or within 180 days after the
acquisition, construction or improvement thereof:

     

    (n)      any
Liens in connection with the issuance of tax-exempt industrial development or
pollution control bonds or other similar bonds issued pursuant to Section 103(b)
of the Internal Revenue Code of 1986, as amended, to finance all or any part of
the purchase price of or the cost of constructing, equipping or improving
property;

     

    (o)      rights
of lessees arising under leases entered into by the Borrower or any of its
Restricted Subsidiaries as lessor, in the ordinary course of
business;

     

    (p)      any
Liens on or reservations with respect to governmental and other licenses,
permits, franchises, consents and allowances; any Liens on patents, patent
licenses and other patent rights, patent applications, trade names, trademarks,
copyrights, claims, credits, choses in action and other intangible property and
general intangibles including, but not limited to, computer
software;

     

    (q)      any
Liens on automobiles, buses, trucks and other similar vehicles and movable
equipment; marine equipment; airplanes, helicopters and other flight equipment;
and parts, accessories and supplies used in connection with any of the
foregoing;

     

    (r)       any
Liens on furniture and furnishings; and computers and data processing, data
storage, data transmission, telecommunications and other facilities, equipment
and apparatus, which, in any case, are used primarily for administrative or
clerical purposes;

     

    (s)      Liens
securing letters of credit entered into in the ordinary course of
business;

     

    
      
        
           


        

        
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    (t)       Liens
granted on the capital stock of Subsidiaries that are not Restricted
Subsidiaries for the purpose of securing the obligations of such
Subsidiaries;

     

    
      (u)      Liens
in addition to those permitted by clauses (a) through (t) on the property or
assets of a Special Purpose Subsidiary arising in connection with the Lower Mt.
Bethel Lease Financing or the lease of such property or assets through one or
more other lease financings;

       

    

    (v)      Liens
by any Wholly Owned Subsidiary of the Borrower or any Restricted Subsidiary for
the benefit of the Borrower or any such Restricted Subsidiary;

     

    (w)     Liens
on property which is the subject of a Capital Lease Obligation designating the
Borrower or any of its Restricted Subsidiaries as lessee and all right, title
and interest of the Borrower or any of its Restricted Subsidiaries in and to
such property and in, to and under such lease agreement, whether or not such
lease agreement is intended as a security; provided, that the
aggregate fair market value of the obligations subject to such Liens shall not
at any time exceed $500,000,000;

     

    (x)      Liens
on property which is the subject of one or more leases designating the Borrower
or any of its Restricted Subsidiaries as lessee and all right, title and
interest of the Borrower or any of its Restricted Subsidiaries in and to such
property and in, to and under any such lease agreement, whether or not any such
lease agreement is intended as a security;

     

    
      (y)      Liens arising
out of the refinancing, extension, renewal or refunding of any Debt or other
obligation secured by any Lien permitted by clauses (a) through (x) of this
Section; provided, that such Debt or other obligation is not
increased and is not secured by any additional
assets;

    

     

    (z)      other
Liens on assets or property of the Borrower or any of its Restricted
Subsidiaries, so long as the aggregate value of the obligations secured by such
Liens does not exceed the greater of $250,000,000 or 15% of the total
consolidated assets of the Borrower and its Consolidated Subsidiaries as of the
most recent fiscal quarter of the Borrower for which financial statements are
available.

     

    (aa)    Liens
granted to the Administrative Agent pursuant to Sections 2.09(a)(ii) and
2.20(a)(ii)(B) on cash collateral securing Letter of Credit
Liabilities.

     

    Section
6.08.       Merger or
Consolidation.  The
Borrower will not merge with or into or consolidate with or into any other
corporation or entity, unless (i) immediately after giving effect thereto, no
event shall occur and be continuing which constitutes a Default, (ii) the
surviving or resulting Person, as the case may be, assumes and agrees in writing
to pay and perform all of the obligations of the Borrower under this Agreement,
(iii) substantially all of the consolidated assets and consolidated revenues of
the surviving or resulting Person, as the case may be, are anticipated to come
from the utility or energy businesses and (iv) the senior long-term debt ratings
from both Rating Agencies of the surviving or resulting Person, as the case may
be, immediately following the merger or consolidation is equal to or greater
than the senior long-term debt ratings from both Rating Agencies of the Borrower
immediately preceding the announcement of such consolidation or
merger.  No Restricted Subsidiary will merge or consolidate with any
other Person if such Restricted Subsidiary is not the surviving or resulting
Person, unless such other Person is (a) the Borrower or a successor of the
Borrower permitted hereunder or (b) any other Person which is a Wholly Owned
Restricted Subsidiary of the Borrower or a successor of the Borrower permitted
hereunder.

     

    
      
        
           


        

        
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    Section
6.09.       Asset
Sales.  Except
for the sale of assets required to be sold to conform with governmental
requirements, the Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of
all such Asset Sales consummated during the four calendar quarters immediately
preceding any date of determination would exceed 25% of the total assets of the
Borrower and its Consolidated Subsidiaries as of the beginning of the Borrower’s
most recently ended full fiscal quarter; provided, however, that any such Asset
Sale will be disregarded for purposes of the 25% limitation specified above: (a)
if any such Asset Sale is in the ordinary course of business of the Borrower and
its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out
or are no longer useful or necessary in connection with the operation of the
businesses of the Borrower or its Subsidiaries; (c) if the assets subject to any
such Asset Sale are being transferred to a Wholly Owned Subsidiary of the
Borrower; (d) if the proceeds from any such Asset Sale (i) are, within twelve
(12) months of such Asset Sale, invested or reinvested by the Borrower or any
Subsidiary in a Permitted Business, (ii) are used by the Borrower or a
Subsidiary to repay Debt of the Borrower or such Subsidiary, or (iii) are
retained by the Borrower or its Subsidiaries; or (e) if, prior to any such Asset
Sale, both Rating Agencies confirm the then-current Borrower Ratings after
giving effect to any such Asset Sale.

     

    Section
6.10.       Restrictive
Agreements.  Except
as set forth in Schedule 6.10, the Borrower will not permit any of its
Restricted Subsidiaries to enter into or assume any agreement prohibiting or
otherwise restricting the ability of any Restricted Subsidiary to pay dividends
or other distributions on its respective equity and equity equivalents to the
Borrower or any of its Restricted Subsidiaries.

     

    Section
6.11.       Consolidated Debt to
Consolidated Capitalization Ratio.  The
ratio of Consolidated Debt of the Borrower to Consolidated Capitalization of the
Borrower shall not exceed 65%, measured as of the end of each fiscal
quarter.

     

    Section
6.12.       Indebtedness.  The
Borrower will not permit any of its Restricted Subsidiaries to incur, create,
assume or permit to exist any Debt of such Restricted Subsidiaries
except:

     

    (a)      Existing
Debt and any extensions, renewals or refinancings thereof;

     

    (b)      Debt
owing to the Borrower or a Wholly Owned Restricted Subsidiary;

     

    (c)      any
Debt incurred in respect of the Lower Mt. Bethel Lease Financing;

     

    (d)      Non-Recourse
Debt; and

     

    (e)      other
Debt, the aggregate principal amount of which does not exceed $500,000,000 at
any time.

     

    
      
        
           


        

        
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    ARTICLE
VII

    DEFAULTS

     

    Section
7.01.        Events of
Default.  If
one or more of the following events (each an “Event of Default”)
shall have occurred and be continuing:

     

    (a)      the
Borrower shall fail to pay when due any principal on any Loans or Reimbursement
Obligations; or

     

    (b)      the
Borrower shall fail to pay when due any interest on the Loans and Reimbursement
Obligations, any fee or any other amount payable hereunder or under any other
Loan Document for five (5) days following the date such payment becomes due
hereunder; or

     

    
      (c)      the Borrower
shall fail to observe or perform any covenant or agreement contained in clause
(ii) of Section 6.05, or Sections 6.06, 6.08, 6.09, 6.11 or 6.12;
or

    

     


    (d)      the
Borrower shall fail to observe or perform any covenant or agreement contained in
Section 6.01(d)(i) for 30 days after any such failure or in Section 6.01(d)(ii)
for ten (10) days after any such failure; or

     

    
      (e)      the Borrower
shall fail to observe or perform any covenant or agreement contained in this
Agreement or any other Loan Document (other than those covered by clauses (a),
(b), (c) or (d) above) for thirty (30) days after written notice thereof has
been given to the defaulting party by the Administrative Agent, or at the
request of the Required Lenders;
or

    

     


    (f)       any
representation, warranty or certification made by the Borrower in this Agreement
or any other Loan Document or in any certificate, financial statement or other
document delivered pursuant hereto or thereto shall prove to have been incorrect
in any material respect when made or deemed made; or

     

    (g)      the
Borrower or any Restricted Subsidiary shall (i) fail to pay any principal or
interest, regardless of amount, due in respect of any Material Debt beyond any
period of grace provided with respect thereto, or (ii) fail to observe or
perform any other term, covenant, condition or agreement contained in any
agreement or instrument evidencing or governing any such Material Debt beyond
any period of grace provided with respect thereto if the effect of any failure
referred to in this clause (ii) is to cause, or to permit the holder or holders
of such Debt or a trustee on its or their behalf to cause, such Debt to become
due prior to its stated maturity; or

     

    (h)     
the Borrower or any Restricted Subsidiary of the Borrower shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay, or shall admit in
writing its inability to pay, its debts as they become due, or shall take any
corporate action to authorize any of the foregoing; or

     

    
      
        
           


        

        
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    (i)       an
involuntary case or other proceeding shall be commenced against the Borrower or
any Restricted Subsidiary seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Restricted Subsidiary under
the Bankruptcy Code; or

     

    (j)       any
member of the ERISA Group shall fail to pay when due an amount or amounts
aggregating in excess of $50,000,000 which it shall have become liable to pay
under Title IV of ERISA; or notice of intent to terminate a Material Plan shall
be filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could reasonably be expected to cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $50,000,000; or

     

    (k)      the
Borrower or any of its Restricted Subsidiaries shall fail within sixty (60) days
to pay, bond or otherwise discharge any judgment or order for the payment of
money in excess of $20,000,000, entered against the Borrower or any such
Restricted Subsidiary that is not stayed on appeal or otherwise being
appropriately contested in good faith; or

     

    (l)       a
Change of Control shall have occurred;

     

    
      then, and in every such event, while such
event is continuing, the Administrative Agent may (A) if requested by the
Required Lenders, by notice to the Borrower terminate the Commitments, and the
Commitments shall thereupon terminate, and (B) if requested by the Lenders
holding more than 50% of the sum of the aggregate outstanding principal amount
of the Loans and Letter of Credit Liabilities at such time, by notice to the
Borrower declare the Loans and Letter of Credit Liabilities (together with
accrued interest and accrued and unpaid fees thereon and all other amounts due
hereunder) to be, and the Loans and Letter of Credit Liabilities shall thereupon
become, immediately due and payable without presentment, demand, protest or
other notice of any kind (except as set forth in clause (A) above), all of which
are hereby waived by the Borrower and require the Borrower to, and the Borrower
shall, cash collateralize (in accordance with Section 2.09(a)(ii)) all Letter of
Credit Liabilities then outstanding; provided, that, in the case of any
Default or any Event of Default specified in clause 7.01(h) or 7.01(i) above
with respect to the Borrower, without any notice to the Borrower or any other
act by the Administrative Agent or any Lender, the Commitments shall thereupon
terminate and the Loans and Letter of Credit Liabilities (together with accrued
interest and accrued and unpaid fees thereon and all other amounts due
hereunder) shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower, and the Borrower shall cash collateralize (in accordance with Section
2.09(a)(ii)) all Letter of Credit Liabilities then outstanding.

      
        
           


        

        
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    ARTICLE
VIII

    THE
AGENTS

     

    
      Section
8.01.    Appointment and
Authorization.  Each Lender hereby irrevocably designates and appoints the
Administrative Agent to act as specified herein and in the other Loan Documents
and to take such actions on its behalf under the provisions of this Agreement
and the other Loan Documents and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.  The Administrative Agent agrees to act as such upon the express
conditions contained in this Article VIII.  Notwithstanding any provision
to the contrary elsewhere in this Agreement or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in the other Loan Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.  The
provisions of this Article VIII are solely for the benefit of the Administrative
Agent and Lenders, and no other Person shall have any rights as a third party
beneficiary of any of the provisions hereof.  For the sake of clarity, the
Lenders hereby agree that no Agent other than the Administrative Agent shall
have, in such capacity, any duties or powers with respect to this Agreement or
the other Loan Documents.

       

      Section
8.02.    Individual
Capacity.  The Administrative Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with the
Borrower and its Affiliates as though the Administrative Agent were not an
Agent.  With respect to the Loans made by it and all obligations owing to
it, the Administrative Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not an
Agent, and the terms “Required Lenders”, “Lender” and “Lenders” shall include
the Administrative Agent in its individual capacity.

       

      Section
8.03.    Delegation of
Duties.  The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents or
attorneys-in-fact.  The Administrative Agent shall not be responsible for
the negligence or misconduct of any agents or attorneys-in-fact selected by it
with reasonable care except to the extent otherwise required by Section
8.07.

       

      Section
8.04.    Reliance by the
Administrative
Agent. 
The Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy or other electronic facsimile transmission, telex,
telegram, cable, teletype, electronic transmission by modem, computer disk or
any other message, statement, order or other writing or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Administrative Agent.  The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders, or all of the Lenders, if applicable, as
it deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders or all of the Lenders, if applicable, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.

       

      
      

      
        
           


        

        
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      Section
8.05.        Notice
of Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default hereunder unless the Administrative Agent has received
notice from a Lender or the Borrower referring to this Agreement, describing
such Default and stating that such notice is a “notice of
default”.  If the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the
Lenders.  The Administrative Agent shall take such action with respect
to such Default as shall be reasonably directed by the Required Lenders;
provided, that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interests of the
Lenders.

    

     

    Section
8.06.        Non-Reliance on the Agents
and Other Lenders.  Each
Lender expressly acknowledges that no Agent or officer, director, employee,
agent, attorney-in-fact or affiliate of any Agent has made any representations
or warranties to it and that no act by any Agent hereafter taken, including any
review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by such Agent to any Lender.  Each Lender
acknowledges to the Agents that it has, independently and without reliance upon
any Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of the Borrower.  No Agent shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial and other
condition, prospects or creditworthiness of the Borrower which may come into the
possession of such Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

     

    
      
        
           


        

        
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    Section
8.07.        Exculpatory
Provisions.  The
Administrative Agent shall not, and no officers, directors, employees, agents,
attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable
for any action lawfully taken or omitted to be taken by it under or in
connection with this Agreement or any other Loan Document (except for its own
gross negligence, willful misconduct or bad faith) or (ii) be responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Borrower or any of its officers contained in this
Agreement, in any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document or for any failure of the Borrower or any of its officers to
perform its obligations hereunder or thereunder.  The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Borrower.  The Administrative
Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made by any other Person herein or therein or made by any other
Person in any written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection herewith
or therewith furnished or made by the Administrative Agent to the Lenders or by
or on behalf of the Borrower to the Administrative Agent or any Lender or be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained herein or
therein or as to the use of the proceeds of the Loans or of the existence or
possible existence of any Default.

     

    Section
8.08.        Indemnification.  To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under Sections 9.03(a), (b) or (c) to be
paid by it to the Administrative Agent (or any sub-agent thereof), the Lenders
agree to indemnify the Administrative Agent, in its capacity as such, and hold
the Administrative Agent, in its capacity as such, harmless ratably according to
their respective Commitments from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs and
reasonable expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the full payment of
the obligations of the Borrower hereunder) be imposed on, incurred by or
asserted against the Administrative Agent, in its capacity as such, in any way
relating to or arising out of this Agreement or any other Loan Document, or any
documents contemplated hereby or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by the Borrower; provided,
that no Lender shall be liable to the Administrative Agent for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs or expenses or disbursements resulting from the
gross negligence, willful misconduct or bad faith of the Administrative
Agent.  If any indemnity furnished to the Administrative Agent for any
purpose shall, in the reasonable opinion of the Administrative Agent, be
insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.  The agreement in
this Section 8.08 shall survive the payment of all Loans, Letter of Credit
Liabilities, fees and other obligations of the Borrower arising
hereunder.

    


    
      
        
           


        

        
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    Section
8.09.        Resignation;
Successors.  The
Administrative Agent may resign as Administrative Agent upon twenty (20) days
notice to the Lenders.  Upon the resignation of the Administrative
Agent, the Required Lenders shall have the right to appoint from among the
Lenders a successor to the Administrative Agent, subject to prior approval by
the Borrower (so long as no Event of Default exists) (such approval not to be
unreasonably withheld), whereupon such successor Administrative Agent shall
succeed to and become vested with all the rights, powers and duties of the
retiring Administrative Agent, and the term “Administrative Agent” shall include
such successor Administrative Agent effective upon its appointment, and the
retiring Administrative Agent’s rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Agreement or
any other Loan Document.  If no successor shall have been appointed by
the Required Lenders and approved by the Borrower and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may at
its election give notice to the Lenders and the Borrower of the immediate
effectiveness of its resignation and such resignation shall thereupon become
effective and the Lenders collectively shall perform all of the duties of the
Administrative Agent hereunder and under the other Loan Documents until such
time, if any, as the Required Lenders appoint a successor agent as provided for
above. After the retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement or any other Loan
Document.

     

    Section
8.10.        Administrative Agent’s
Fees.  The
Borrower shall pay to the Administrative Agent for its own account fees in the
amount and at the times agreed upon between the Borrower, the Administrative
Agent and Wells Fargo Securities pursuant to the Fee Letter referenced in clause
(a) of the definition thereof.

     

    ARTICLE
IX

    MISCELLANEOUS

     

    Section
9.01.        Notices.  Except
as otherwise expressly provided herein, all notices and other communications
hereunder shall be in writing (for purposes hereof, the term “writing” shall
include information in electronic format such as electronic mail and internet
web pages) or by telephone subsequently confirmed in writing; provided that the
foregoing shall not apply to notices to any Lender, the Swingline Lender or
Issuing Lender pursuant to Article II or Article III, as applicable, if such
Lender, Swingline Lender or Issuing Lender, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article in electronic format.  Any notice shall have been duly given
and shall be effective if delivered by hand delivery or sent via electronic
mail, telecopy, recognized overnight courier service or certified or registered
mail, return receipt requested, or posting on an internet web page, and shall be
presumed to be received by a party hereto (i) on the date of delivery if
delivered by hand or sent by electronic mail, posting on an internet web page,
or telecopy, (ii) on the Business Day following the day on which the same has
been delivered prepaid (or on an invoice basis) to a reputable national
overnight air courier service or (iii) on the third Business Day following the
day on which the same is sent by certified or registered mail, postage prepaid,
in each case to the respective parties at the address or telecopy numbers, in
the case of the Borrower and the Administrative Agent, set forth below, and, in
the case of the Lenders, set forth on signature pages hereto, or at such other
address as such party may specify by written notice to the other parties
hereto:

     

    
      
        
           


        

        
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    if to the
Borrower:

     

    PPL
Energy Supply, LLC

    Two North
Ninth Street (GENTW14)

    Allentown,
Pennsylvania  18101-1179

    Attention:  Russell
R. Clelland

    Telephone:  610-774-5151

    Facsimile:  610-774-5235

     

    with a
copy to:

     

    PPL
Energy Supply, LLC

    Two North
Ninth Street (GENTW4)

    Allentown,
Pennsylvania  18101-1179

    Attention:  Frederick
C. Paine, Esq.

    Telephone:  610-774-7445

    Facsimile:  610-774-6726

     

    if to the
Administrative Agent:

     

    Wells
Fargo Bank, National Association

    301 South
College Street – 15th Floor,
MAC:D1053-150

    Charlotte,
North Carolina  28288

    Attention:  Rick
Price

    Telephone:
704-374-4062

    Facsimile:  704-383-6647

     

    with a
copy to:

     

    Wells
Fargo Bank, National Association

    
      1525 W WT
Harris Boulevard,

    

    
      Charlotte,
NC  28262

    

    Attention:  Syndications
Agency Services

    Telephone:  704-590-2706

    Facsimile:  704-715-0017

     

    with a
copy to:

     

    Davis
Polk & Wardwell LLP

    450
Lexington Avenue

    New York,
New York  10017

    Attention:
Jason Kyrwood

    Telephone
:  212-450-4653

    Facsimile:  212-450-5653

     

    Section
9.02.        No Waivers; Non-Exclusive
Remedies.  No
failure by any Agent or any Lender to exercise, no course of dealing with
respect to, and no delay in exercising any right, power or privilege hereunder
or under any Note or other Loan Document shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies provided herein and in the other
Loan Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.

     

    
      
        
           


        

        
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    Section
9.03.        Expenses;
Indemnification.

     

    (a)      Expenses.  The
Borrower shall pay (i) all out-of-pocket expenses of the Agents, including legal
fees and disbursements of Davis Polk & Wardwell LLP and any other local
counsel retained by the Administrative Agent, in its reasonable discretion, in
connection with the preparation, execution, delivery and administration of the
Loan Documents, the syndication efforts of the Agents with respect thereto, any
waiver or consent thereunder or any amendment thereof or any Default or alleged
Default thereunder and (ii) all reasonable out-of-pocket expenses incurred by
the Agents and each Lender, including (without duplication) the fees and
disbursements of outside counsel, in connection with any restructuring, workout,
collection, bankruptcy, insolvency and other enforcement proceedings in
connection with the enforcement and protection of its rights; provided, that the
Borrower shall not be liable for any legal fees or disbursements of any counsel
for the Agents and the Lenders other than Davis Polk & Wardwell LLP
associated with the preparation, execution and delivery of this Agreement and
the closing documents contemplated hereby.

     

    (b)      Indemnity in Respect of Loan
Documents.  The Borrower agrees to indemnify the Agents and
each Lender, their respective Affiliates and the respective directors, officers,
trustees, agents, employees, trustees and advisors of the foregoing (each an
“Indemnitee”)
and hold each Indemnitee harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs and
expenses or disbursements of any kind whatsoever (including, without limitation,
the reasonable fees and disbursements of counsel and any civil penalties or
fines assessed by OFAC), which may at any time (including, without limitation,
at any time following the payment of the obligations of the Borrower hereunder)
be imposed on, incurred by or asserted against such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened (by
any third party, by the Borrower or any Subsidiary of the Borrower) in any way
relating to or arising out of this Agreement, any other Loan Document or any
documents contemplated hereby or referred to herein or any actual or proposed
use of proceeds of Loans hereunder; provided, that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee’s own gross negligence or willful misconduct as determined by a court
of competent jurisdiction in a final, non-appealable judgment or
order.

     

    (c)      Indemnity in Respect of
Environmental Liabilities.  The Borrower agrees to indemnify
each Indemnitee and hold each Indemnitee harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs and expenses or disbursements of any kind whatsoever (including,
without limitation, reasonable expenses of investigation by engineers,
environmental consultants and similar technical personnel and reasonable fees
and disbursements of counsel) which may at any time (including, without
limitation, at any time following the payment of the obligations of the Borrower
hereunder) be imposed on, incurred by or asserted against such Indemnitee in
respect of or in connection with any actual or alleged presence or release of
Hazardous Substances on or from any property now or previously owned or operated
by the Borrower or any of its Subsidiaries or any predecessor of the Borrower or
any of its Subsidiaries, or any and all Environmental
Liabilities.  Without limiting the generality of the foregoing, the
Borrower hereby waives all rights of contribution or any other rights of
recovery with respect to liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs and expenses and disbursements in respect of or
in connection with Environmental Liabilities that it might have by statute or
otherwise against any Indemnitee.

     

    
      
        
           


        

        
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      (d)      Waiver of Damages.  To the
fullest extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to in
clause (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby; provided that nothing in this
Section 9.03(d) shall relieve any Lender from its obligations under Section
9.12.

    

     

    Section
9.04.        Sharing of
Set-Offs.  Each
Lender agrees that if it shall, by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest due with respect to any Loan made or Note held
by it and any Letter of Credit Liabilities which is greater than the proportion
received by any other Lender in respect of the aggregate amount of principal and
interest due with respect to any Loan, Note and Letter of Credit Liabilities
made or held by such other Lender, the Lender receiving such proportionately
greater payment shall purchase such participations in the Loan made or Notes and
Letter of Credit Liabilities held by the other Lenders, and such other
adjustments shall be made, in each case as may be required so that all such
payments of principal and interest with respect to the Loan made or Notes and
Letter of Credit Liabilities made or held by the Lenders shall be shared by the
Lenders pro rata; provided, that nothing in this Section shall impair the right
of any Lender to exercise any right of set-off or counterclaim it may have for
payment of indebtedness of the Borrower other than its indebtedness
hereunder.

     

    
      
        
           


        

        
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      Section
9.05.        Amendments and Waivers. Any provision
of this Agreement or the Notes may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Required
Lenders (and, if the rights or duties of the Administrative Agent, Swingline
Lender or any Issuing Lenders are affected thereby, by the Administrative Agent,
Swingline Lender or such Issuing Lender, as relevant); provided, that no such
amendment or waiver shall, (a) unless signed by each Lender adversely affected
thereby, (i) increase the Commitment of any Lender or subject any Lender to any
additional obligation (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or of mandatory reductions in the
Commitments shall not constitute an increase of the Commitment of any Lender,
and that an increase in the available portion of any Commitment of any Lender as
in effect at any time shall not constitute an increase in such Commitment), (ii)
reduce the principal of or rate of interest on any Loan (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or the amount to be reimbursed in respect of any Letter of Credit or any
interest thereon or any fees hereunder, (iii) postpone the date fixed for any
payment of interest on any Loan or the amount to be reimbursed in respect of any
Letter of Credit or any interest thereon or any fees hereunder or for any
scheduled reduction or termination of any Commitment or (except as expressly
provided in Article III) expiration date of any Letter of Credit, (iv) postpone
or change the date fixed for any scheduled payment of principal of any Loan, (v)
change any provision hereof in a manner that would alter the pro rata funding of
Loans required by Section 2.04(b), the pro rata sharing of payments required by
Sections 2.11(a), 2.09(b) or 9.04 or the pro rata reduction of Commitments
required by Section 2.08(a) or (vi) change the currency in which Loans are to be
made, Letters of Credit are to be issued or payment under the Loan Documents is
to be made, or add additional borrowers or (b) unless signed by each Lender,
change the definition of Required Lender or this Section 9.05 or Section
9.06(a).

       

      Section
9.06.        Successors and Assigns.

       

      (a)        
Successors and Assigns. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all of the Lenders, except to the
extent any such assignment results from the consummation of a merger or
consolidation permitted pursuant to Section 6.08 of this Agreement.

       

      (b)        
Participations. Any Lender may
at any time grant to one or more banks or other financial institutions or
special purpose funding vehicle (each a “Participant”) participating interests
in its Commitments and/or any or all of its Loans and Letter of Credit
Liabilities. In the event of any such grant by a Lender of a participating
interest to a Participant, whether or not upon notice to the Borrower and the
Administrative Agent, such Lender shall remain responsible for the performance
of its obligations hereunder, and the Borrower, the Issuing Lenders, Swingline
Lender and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such Lender shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided, that such participation
agreement may provide that such Lender will not agree to any modification,
amendment or waiver of this Agreement which would (i) extend the Termination
Date, reduce the rate or extend the time of payment of principal, interest or
fees on any Loan or Letter of Credit Liability in which such Participant is
participating (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the Participant’s participation over the amount
thereof then in effect (it being understood that a waiver of any Default or of a
mandatory reduction in the Commitments shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan or
Letter of Credit Liability shall be permitted without the consent of any
Participant if the Participant’s participation is not increased as a result
thereof) or (ii) allow the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement, without the consent of the
Participant, except to the extent any such assignment results from the
consummation of a merger or consolidation permitted pursuant to Section 6.08 of
this Agreement. The Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the benefits of Article
II with respect to its participating interest to the same extent as if it were a
Lender, subject to the same limitations, and in no case shall any Participant be
entitled to receive any amount payable pursuant to Article II that is greater
than the amount the Lender granting such Participant’s participating interest
would have been entitled to receive had such Lender not sold such participating
interest. An assignment or other transfer which is not permitted by subsection
(c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this
subsection (b). Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of the Borrower, maintain a register
(solely for tax purposes) on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant
Register”). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the
contrary.

       

    

    
      
        
        

      

      
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    (c)       
 Assignments Generally.  Any
Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) all, or a proportionate
part (equivalent to an initial amount of not less than $5,000,000 or any larger
integral multiple of $1,000,000), of its rights and obligations under this
Agreement and the Notes with respect to its Loans and, if still in existence,
its Commitment, and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in substantially the form of
Exhibit C attached hereto executed by such Assignee and such transferor, with
(and subject to) the consent of the Borrower, which shall not be unreasonably
withheld or delayed, the Administrative Agent, Swingline Lender and the Issuing
Lenders, which consent shall not be unreasonably withheld or delayed; provided, that if an Assignee is an
Affiliate of such transferor Lender or was a Lender immediately prior to such
assignment, no such consent of the Borrower or the Administrative Agent shall be
required; provided, further, that if at the time of such
assignment a Default or an Event of Default has occurred and is continuing, no
such consent of the Borrower shall be required; provided, further, that no such assignment may
be made prior to the Effective Date without the prior written consent of the
Joint Lead Arrangers; provided,
further, that the provisions of
Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit
of a transferor with respect to any Loans made, any Letters of Credit issued or
any other actions taken by such transferor while it was a Lender.  Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor of an amount equal to the purchase price agreed between such
transferor and such Assignee, such Assignee shall be a Lender party to this
Agreement and shall have all the rights and obligations of a Lender with a
Commitment, if any, as set forth in such instrument of assumption, and the
transferor shall be released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be required. 
Upon the consummation of any assignment pursuant to this subsection (c), the
transferor, the Administrative Agent and the Borrower shall make appropriate
arrangements so that, if required, a new Note is issued to the Assignee. 
In connection with any such assignment, the transferor shall pay to the
Administrative Agent an administrative fee for processing such assignment in the
amount of $3,500; provided that the
Administrative Agent may, in its sole discretion, elect to waive such
administrative fee in the case of any assignment.  Each Assignee shall, on
or before the effective date of such assignment, deliver to the Borrower and the
Administrative Agent certification as to exemption from deduction or withholding
of any United States Taxes in accordance with Section
2.17(e).

     

    
      
        
           


        

        
          67

          
            

          

        

        
           


        

      

    

     

    
      (d)        
Assignments to Federal Reserve
Banks. Any Lender may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Lender from its obligations hereunder.

       

      (e)        
Register. The Borrower hereby
designates the Administrative Agent to serve as the Borrower’s agent, solely for
purposes of this Section 9.06(e), to (i) maintain a register (the “Register”) on which the Administrative
Agent will record the Commitments from time to time of each Lender, the Loans
made by each Lender and each repayment in respect of the principal amount of the
Loans of each Lender and to (ii) retain a copy of each Assignment and Assumption
Agreement delivered to the Administrative Agent pursuant to this Section.
Failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower’s obligation in respect of such Loans. The entries in
the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent, Swingline Lender, the Issuing Lenders and
the other Lenders shall treat each Person in whose name a Loan and the Note
evidencing the same is registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice or any provision herein to the contrary. With
respect to any Lender, the assignment or other transfer of the Commitments of
such Lender and the rights to the principal of, and interest on, any Loan made
and any Note issued pursuant to this Agreement shall not be effective until such
assignment or other transfer is recorded on the Register and, except to the
extent provided in this subsection 9.06(e), otherwise complies with Section
9.06, and prior to such recordation all amounts owing to the transferring Lender
with respect to such Commitments, Loans and Notes shall remain owing to the
transferring Lender. The registration of assignment or other transfer of all or
part of any Commitments, Loans and Notes for a Lender shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement and payment of the administrative fee referred to in
Section 9.06(c). The Register shall be available for inspection by each of the
Borrower, the Swingline Lender and each Issuing Lender at any reasonable time
and from time to time upon reasonable prior notice. In addition, at any time
that a request for a consent for a material or substantive change to the Loan
Documents is pending, any Lender wishing to consult with other Lenders in
connection therewith may request and receive from the Administrative Agent a
copy of the Register. The Borrower may not replace any Lender pursuant to
Section 2.08(b), unless, with respect to any Notes held by such Lender, the
requirements of subsection 9.06(c) and this subsection 9.06(e) have been
satisfied.

       

      Section
9.07.        Governing Law; Submission to
Jurisdiction. This Agreement and each Note shall be governed by and
construed in accordance with the internal laws of the State of New York. The
Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such court and any claim that any such proceeding
brought in any such court has been brought in an inconvenient
forum.

       

    

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    Section
9.08.        Counterparts; Integration;
Effectiveness.  This
Agreement shall become effective on the Effective Date.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  On and after the Effective Date, this Agreement,
the other Loan Documents, the Fee Letters, the Escrow Agreement and the Funding
Letter constitute the entire agreement and understanding among the parties
hereto and supersede any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof and thereof.

     

    
      Section
9.09.        Generally Accepted Accounting
Principles.  Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP as in effect from time to time, applied on a
basis consistent (except for changes concurred in by the Borrower’s independent
public accountants) with the audited consolidated financial statements of the
Borrower and its Consolidated Subsidiaries most recently delivered to the
Lenders; provided, that, if the Borrower notifies the Administrative Agent that
the Borrower wishes to amend any covenant in Article VI to eliminate the effect
of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
amend Article VI for such purpose), then the Borrower’s compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Borrower
and the Required Lenders.

    

     

    Section
9.10.        Usage.  The
following rules of construction and usage shall be applicable to this Agreement
and to any instrument or agreement that is governed by or referred to in this
Agreement.

     

    (a)      All
terms defined in this Agreement shall have the defined meanings when used in any
instrument governed hereby or referred to herein and in any certificate or other
document made or delivered pursuant hereto or thereto unless otherwise defined
therein.

     

    (b)      The
words “hereof”, “herein”, “hereunder” and words of similar import when used in
this Agreement or in any instrument or agreement governed here shall be
construed to refer to this Agreement or such instrument or agreement, as
applicable, in its entirety and not to any particular provision or subdivision
hereof or thereof.

     

    (c)      References
in this Agreement to “Article”, “Section”, “Exhibit”, “Schedule” or another
subdivision or attachment shall be construed to refer to an article, section or
other subdivision of, or an exhibit, schedule or other attachment to, this
Agreement unless the context otherwise requires; references in any instrument or
agreement governed by or referred to in this Agreement to “Article”, “Section”,
“Exhibit”, “Schedule” or another subdivision or attachment shall be construed to
refer to an article, section or other subdivision of, or an exhibit, schedule or
other attachment to, such instrument or agreement unless the context otherwise
requires.

     

    
      
        
           


        

        
          69

          
            

          

        

        
           


        

      

    

    


    (d)      The
definitions contained in this Agreement shall apply equally to the singular and
plural forms of such terms.  Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter
forms.  The word “will” shall be construed to have the same meaning as
the word “shall”.  The term “including” shall be construed to have the
same meaning as the phrase “including without limitation”.

     

    (e)      Unless
the context otherwise requires, any definition of or reference to any agreement,
instrument, statute or document contained in this Agreement or in any agreement
or instrument that is governed by or referred to in this Agreement shall be
construed (i) as referring to such agreement, instrument, statute or document as
the same may be amended, supplemented or otherwise modified from time to time
(subject to any restrictions on such amendments, supplements or modifications
set forth in this Agreement or in any agreement or instrument governed by or
referred to in this Agreement), including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by succession of
comparable successor statutes and (ii) to include (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated
therein.  Any reference to any Person shall be construed to include
such Person’s successors and permitted assigns.

     

    (f)       Unless
the context otherwise requires, whenever any statement is qualified by “to the
best knowledge of” or “known to” (or a similar phrase) any Person that is not a
natural person, it is intended to indicate that the senior management of such
Person has conducted a commercially reasonable inquiry and investigation prior
to making such statement and no member of the senior management of such Person
(including managers, in the case of limited liability companies, and general
partners, in the case of partnerships) has current actual knowledge of the
inaccuracy of such statement.

     

    Section
9.11.        WAIVER OF JURY
TRIAL.  THE
BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
9.12.        Confidentiality.  Each
Lender agrees to hold all non-public information obtained pursuant to the
requirements of this Agreement in accordance with its customary procedure for
handling confidential information of this nature and in accordance with safe and
sound banking practices; provided, that nothing herein shall prevent any Lender
from disclosing such information (i) to any other Lender or to any Agent, (ii)
to any other Person if reasonably incidental to the administration of the Loans
and Letter of Credit Liabilities, (iii) upon the order of any court or
administrative agency, (iv) to the extent requested by, or required to be
disclosed to, any rating agency or regulatory agency or similar authority
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (v) which had been publicly disclosed other than as a
result of a disclosure by any Agent or any Lender prohibited by this Agreement,
(vi) in connection with any litigation to which any Agent, any Lender or any of
their respective Subsidiaries or Affiliates may be party, (vii) to the extent
necessary in connection with the exercise of any remedy hereunder, (viii) to
such Lender’s or Agent’s Affiliates and their respective directors, officers,
employees and agents including legal counsel and independent auditors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such
information confidential), (ix) with the consent of the Borrower, (x) to Gold
Sheets and other similar bank trade publications, such information to consist
solely of deal terms and other information customarily found in such
publications and (xi) subject to provisions substantially similar to those
contained in this Section, to any actual or proposed Participant or Assignee or
to any actual or prospective counterparty (or its advisors) to any
securitization, swap or derivative transaction relating to the Borrower’s
Obligations hereunder.  Notwithstanding the foregoing, any Agent, any
Lender or Davis Polk & Wardwell LLP may circulate promotional materials and
place advertisements in financial and other newspapers and periodicals or on a
home page or similar place for dissemination of information on the Internet or
worldwide web, in each case, after the closing of the transactions contemplated
by this Agreement in the form of a “tombstone” or other release limited to
describing the names of the Borrower or its Affiliates, or any of them, and the
amount, type and closing date of such transactions, all at their sole
expense.

     

    
      
        
           


        

        
          70

          
            

          

        

        
           


        

      

    

    


    Section
9.13.        USA PATRIOT Act
Notice.  Each
Lender that is subject to the Patriot Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify the Borrower in accordance with the Patriot
Act.

     

    Section
9.14.         No Fiduciary
Duty.  Each
Agent, each Lender and their respective Affiliates (collectively, solely for
purposes of this paragraph, the “Lender Parties”), may have economic interests
that conflict with those of the Borrower, its Affiliates and/or their respective
stockholders (collectively, solely for purposes of this paragraph, the “Borrower
Parties”).  The Borrower agrees that nothing in the Loan Documents or
otherwise will be deemed to create an advisory, fiduciary or agency relationship
or fiduciary or other implied duty (other than any implied duty of good faith)
between any Lender Party, on the one hand, and any Borrower Party, on the
other.  The Lender Parties acknowledge and agree that (a) the
transactions contemplated by the Loan Documents (including the exercise of
rights and remedies hereunder and thereunder) are arm’s-length commercial
transactions between the Lender Parties, on the one hand, and the Borrower, on
the other and (b) in connection therewith and with the process leading thereto,
(i) no Lender Party has assumed an advisory or fiduciary responsibility in favor
of any Borrower Party with respect to the transactions contemplated hereby (or
the exercise of rights or remedies with respect thereto) or the process leading
thereto (irrespective of whether any Lender  Party has advised, is
currently advising or will advise any Borrower Party on other matters) or any
other obligation to any Borrower Party except the obligations expressly set
forth in the Loan Documents and (ii) each Lender Party is acting solely as
principal and not as the agent or fiduciary of any Borrower
Party.  The Borrower acknowledges and agrees that the Borrower has
consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment
with respect to such transactions and the process leading
thereto.  The Borrower agrees that it will not claim that any Lender
Party has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to any Borrower Party, in connection with such
transaction or the process leading thereto.

     

    [Signature
Pages to Follow]


    


    
      
        
           


        

        
          71

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    
      
        
          
            	
                    PPL
      ENERGY SUPPLY, LLC

                  
	 
      	 
      
	
                    By:

                  	 
      
	
                    Name:  Russell
      R. Clelland

                  
	
                    Title:  Assistant
      Treasurer

                  


          

        

      

    

     

    Signature
Page to

    Revolving
Credit Agreement for

    PPL
Energy Supply, LLC

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender,
      Swingline Lender and Lender

                    
	 
      
	
                      By:

                    	 
      
	
                      Name:

                    
	
                      Title:

                    
	 
      
	
                      BANK
      OF AMERICA, N.A., as Issuing Lender and Lender

                    
	 
      
	
                      By:

                    	 
      
	
                      Name:

                    
	
                      Title:

                    


            

          

        

      

    

    


    Signature
Page to

    Revolving
Credit Agreement for

    PPL
Energy Supply, LLC

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  	
                          _______________________,
      as a Lender

                        
	
                          (insert
      name of Lender)

                        
	 
      
	
                          By:

                        	 
      
	
                          Name:

                        
	
                          Title

                        
	 
      
	
                          Second
      signature block, if required

                        
	 
      
	
                          
                            _______________________,
      as a Lender

                          

                        
	
                          (insert
      name of Lender)

                        
	 
      
	
                          By:

                        	 
      
	
                          Name:

                        
	
                          Title:

                        


                

              

            

          

        

      

    

    


    Signature
Page to

    Revolving
Credit Agreement for

    PPL
Energy Supply, LLC

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Commitment
Appendix

    


    
      
        
          
            
              	
                      Lender

                    	 	
                      Revolving 

                      Commitment

                    	 
	
                      Bank
      of America, N.A.

                    	 	$	221,333,333.34	 
	
                      Wells
      Fargo Bank, National Association

                    	 	$	221,333,333.33	 
	
                      Credit
      Suisse AG, Cayman Islands Branch

                    	 	$	221,333,333.33	 
	
                      Barclays
      Bank PLC

                    	 	$	200,000,000.00	 
	
                      BNP
      Paribas

                    	 	$	200,000,000.00	 
	
                      Citibank
      N.A.

                    	 	$	200,000,000.00	 
	
                      JPMorgan
      Chase Bank, N.A.

                    	 	$	200,000,000.00	 
	
                      Morgan
      Stanley Bank, N.A.

                    	 	$	200,000,000.00	 
	
                      Royal
      Bank of Canada

                    	 	$	200,000,000.00	 
	
                      The
      Bank of Nova Scotia

                    	 	$	200,000,000.00	 
	
                      The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

                    	 	$	100,000,000.00	 
	
                      Union
      Bank, N.A.

                    	 	$	100,000,000.00	 
	
                      The
      Royal Bank of Scotland plc

                    	 	$	200,000,000.00	 
	
                      UBS
      Loan Finance LLC

                    	 	$	200,000,000.00	 
	
                      Credit
      Agricole Corporate and Investment Bank

                    	 	$	140,000,000.00	 
	
                      Deutsche
      Bank AG New York Branch

                    	 	$	140,000,000.00	 
	
                      KeyBank
      National Association

                    	 	$	140,000,000.00	 
	
                      Lloyds
      TSB Bank plc

                    	 	$	140,000,000.00	 
	
                      U.S.
      Bank National Association

                    	 	$	140,000,000.00	 
	
                      Banco
      Bilbao Vizcaya Argentaria – New York Branch

                    	 	$	68,000,000.00	 
	
                      Bank
      of New York Mellon

                    	 	$	68,000,000.00	 
	
                      Bayerische
      Landesbank, New York Branch

                    	 	$	68,000,000.00	 
	
                      Mizuho
      Corporate Bank, Ltd.

                    	 	$	68,000,000.00	 
	
                      Sovereign
      Bank (Santander Group)

                    	 	$	68,000,000.00	 
	
                      SunTrust
      Bank

                    	 	$	68,000,000.00	 
	
                      CIBC
      Inc.

                    	 	$	40,000,000.00	 
	
                      Fifth
      Third Bank

                    	 	$	40,000,000.00	 
	
                      PNC
      Bank, National Association

                    	 	$	40,000,000.00	 
	
                      Sumitomo
      Mitsui Banking Corporation

                    	 	$	40,000,000.00	 
	
                      Wing
      Lung Bank Ltd. Los Angeles Branch

                    	 	$	40,000,000.00	 
	
                      The
      Northern Trust Company

                    	 	$	28,000,000.00	 
	
                      Total

                    	 	$	4,000,000,000.00	 


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
5.11

    


    Restricted
Subsidiaries1

    


    
      
        
          
            
              
                	
                        Restricted Subsidiary

                      	 	
                        Jurisdiction of
  Organization

                      
	 	 	 
	
                        PPL
      Generation, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Montana Holdings, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Montana, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Martins Creek, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Brunner Island, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Montour, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Susquehanna, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      Wallingford Energy, LLC

                      	 	
                        Connecticut

                      
	
                        PPL
      Holtwood, LLC

                      	 	
                        Delaware

                      
	
                        PPL
      EnergyPlus, LLC

                      	 	
                        Pennsylvania

                      
	
                        PPL
      Investment Corporation

                      	 	
                        Delaware

                      


              

            

          

        

      

    

    

      


    
      1 As of
June 21, 2010

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
5.16

    


    Guaranties
of Foreign Subsidiary Debt

     

    None.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    SCHEDULE
6.07

    Existing
Liens

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Debtor

                                                          	 	
                                                            State

                                                          	 	
                                                            Jurisdiction

                                                          	 	
                                                            Services

                                                          	 	
                                                            Original File Date 

                                                            and Number

                                                          	 	
                                                            Secured Party

                                                          	 	
                                                            Related 

                                                            Filings

                                                          
	
                                                            PPL Brunner
      Island, LLC

                                                          	 	
                                                            DE

                                                          	 	
                                                            Secretary
      of State

                                                          	 	
                                                            UCC/FTL
      Search-Central

                                                          	 	
                                                            10-10-08

                                                            #2008
      3433164

                                                          	 	
                                                            Golf
      Cart Services, Inc.

                                                          	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                            PPL
      EnergyPlus, LLC

                                                          	 	
                                                            PA

                                                          	 	
                                                            Department
      of State

                                                          	 	
                                                            UCC
      Search - Central - Direct Access

                                                          	 	
                                                            10-28-09

                                                            #2009102806037

                                                          	 	
                                                            Midwest
      Transmission System Operator, Inc.

                                                          	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                            PPL
      Generation, LLC

                                                          	 	
                                                            DE

                                                          	 	
                                                            Secretary
      of State

                                                          	 	
                                                            UCC/FTL
      Search-Central

                                                          	 	
                                                            05-30-07

                                                            #2007
      2013067

                                                          	 	
                                                            General
      Electric Capital Corporation

                                                          	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                            PPL
      Montana, LLC

                                                          	 	
                                                            DE

                                                          	 	
                                                            Secretary
      of State

                                                          	 	
                                                            UCC/FTL
      Search-Central

                                                          	 	
                                                            07-21-00

                                                            #0046682

                                                          	 	
                                                            The
      Bank of New York, as Assignee of the Secured Party

                                                          	 	
                                                            Continuation

                                                            06-03-05

                                                            Amendment

                                                            11-30-06

                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                            PPL
      Montana, LLC

                                                          	 	
                                                            DE

                                                          	 	
                                                            Secretary
      of State

                                                          	 	
                                                            UCC/FTL
      Search-Central

                                                          	 	
                                                            07-21-00

                                                            #0046686

                                                          	 	
                                                            The
      Bank of New York, as Assignee of the Secured Party

                                                          	 	
                                                            Continuation

                                                            06-03-05

                                                            Amendment

                                                            11-30-06

                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                            PPL
      Montana, LLC

                                                          	 	
                                                            DE

                                                          	 	
                                                            Secretary
      of State

                                                          	 	
                                                            UCC/FTL
      Search-Central

                                                          	 	
                                                            07-21-00

                                                            #0046689

                                                          	 	
                                                            The
      Bank of New York, as Assignee of the Secured Party

                                                          	 	
                                                            Continuation

                                                            06-03-05

                                                            Amendment

                                                            11-30-06

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

      


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Debtor

                                	 
      	
                                  State

                                	 
      	
                                  Jurisdiction

                                	 
      	
                                  Services

                                	 
      	
                                  Original File Date

                                  and Number

                                	 
      	
                                  Secured Party

                                	 
      	
                                  Related

                                  Filings

                                
	
                                  PPL
      Montana, LLC

                                	 
      	
                                  DE

                                	 
      	
                                  Secretary
      of State

                                	 
      	
                                  UCC/FTL
      Search-Central

                                	 
      	
                                  07-21-00

                                  #046695

                                	 
      	
                                  The
      Bank of New York, as 

                                  Assignee
      of the Secured Party

                                	 
      	
                                  Continuation

                                  06-03-05

                                  Amendment

                                  11-30-06

                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  PPL
      Montana, LLC

                                	 
      	
                                  DE

                                	 
      	
                                  Secretary
      of State

                                	 
      	
                                  UCC/FTL
      Search-Central

                                	 
      	
                                  09-27-01

                                  #112644
      1

                                	 
      	
                                  Dell
      Financial Services, L.P.

                                	 
      	
                                  Continuation

                                  09-06-06

                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  PPL
      Montana, LLC

                                	 
      	
                                  MT

                                	 
      	
                                  US
      District Court

                                	 
      	
                                  Pending
      Suits and Judgments

                                	 
      	
                                  01-09-03

                                  #03-cv-00001

                                	 
      	
                                  Margaret
      A. McGreevey

                                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  PPL
      Montana, LLC

                                  (add'l
      defendants

                                  ABC
      Corporation,

                                  John
      Does 1-10)

                                	
                                    

                                	
                                  MT

                                	
                                    

                                	
                                  US
      District Court

                                	
                                    

                                	
                                  Pending
      Suits and Judgments

                                	
                                    

                                	
                                  03-02-10

                                  #10-cv-00023

                                	
                                    

                                	
                                  Patrick
      Campbell

                                	
                                    

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
6.10

    


    Restrictive
Agreements

    
 

    PPL
Montana, LLC and PPL Montana Holdings, LLC:  Restrictions on the
payment of dividends and similar distributions arising in connection with the
pass-through certificates, lessor notes and other lease obligations relating to
PPL Montana’s leases relating to the Colstrip Facility.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
6.12

    
 

    Existing
Debt

    


    None.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      EXHIBIT
A-l 

       

      Form
of Notice of Borrowing

    

    
      
 

    

    
      Wells
Fargo Bank, National Association,

    

    
      as
Administrative Agent

    

    
      1525 W WT
Harris Boulevard

    

    
      Charlotte,
NC 28262

    

    
      Attention:
Syndication Agency Services

    

    
      


    

    
      Ladies
and Gentlemen:

    

    
      


    

    
      This
notice shall constitute a “Notice of Borrowing” pursuant to Section 2.03 of the
$4,000,000,000 Revolving Credit Agreement dated as of October 19, 2010 (the
“Credit
Agreement”) among PPL Energy Supply, LLC, the lending institutions party
thereto from time to time and Wells Fargo Bank, National Association, as
Administrative Agent.  Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.

    

    
      


    

    
      
        	
              	
                1. 

              	
                The
      date of the Borrowing will be _______________, _____________.2

              


      

    

    
      


    

    
      
        	
              	
                2. 

              	
                The
      aggregate principal amount of the Borrowing will be
      __________.3

              


      

    

    
      


    

    
      
        	
              	
                3. 

              	
                The
      Borrowing will consist of [Revolving] [Swingline]
  Loans.

              


      

    

    
      


    

    
      
        	
              	
                4. 

              	
                The
      Borrowing will consist of [Base Rate] [ Euro-Dollar] Loans.4

              


      

    

    
      


    

    
      
        	
              	
                5.

              	
                The
      initial Interest Period for the Loans comprising such Borrowing shall be
      __________________.5

              


      

    

    
      


    

    
      [Insert appropriate delivery
instructions, which shall include bank and account number].

       

    

    
      
        

      

    

    
      
        
          	
                  2

                	
                  Must
      be a Business Day.

                


        

      

    

    
      
        
          	
                  3

                	
                  Revolving
      Borrowings must be an aggregate principal amount of $10,000,000 or any
      larger integral multiple of $1,000,000, except the Borrowing may be in the
      aggregate amount of the remaining unused Revolving Commitment. Swingline
      Borrowings must be an aggregate principal amount of $5,000,000 or any
      larger integral multiple of
$1,000,000.

                


        

      

    

    
      
        
          	
                  4

                	
                  Applicable
      for Revolving Loans
only.

                


        

      

    

    
      
        
          	
                  5

                	
                  Applicable
      for Euro-Dollar Loans only. Insert “one month”, “two months”, “three
      months” or “six months” (subject to the provisions of the definition of
      “Interest Period”).

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  PPL
      ENERGY SUPPLY, LLC

                
	 
      
	
                  By:

                	 
      
	
                  Name: 

                	 
      
	
                  Title:

                	 
      


        

      

    

    
      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

    
       

      EXHIBIT
A-2 

      Form
of Notice of Conversion/Continuation

    

    
      


    

    
      ______________,
____

    

    
      
 

    

    
      Wells
Fargo Bank, National Association,

    

    
      as
Administrative Agent

    

    
      1525 W WT
Harris Boulevard

    

    
      Charlotte,
NC 28262

    

    
      Attention:
Syndication Agency Services

    

    
      


    

    
      Ladies
and Gentlemen:

    

    
      


    

    
      This
notice shall constitute a “Notice of Conversion/Continuation” pursuant to
Section 2.06(d)(ii) of the $4,000,000,000 Revolving Credit Agreement dated as of
October 19, 2010 (the “Credit Agreement”)
among PPL Energy Supply, LLC, the lending institutions party thereto from time
to time and Wells Fargo Bank, National Association, as Administrative
Agent.  Terms defined in the Credit Agreement and not otherwise
defined herein have, as used herein, the respective meanings provided for
therein.

    

    
      


    

    
      1.           The
Group of Loans (or portion thereof) to which this notice applies is [all or a portion of all Base
Rate Loans currently outstanding] [all or a portion of all
Euro-Dollar Loans currently outstanding having an Interest Period of ___ months
and ending on the Election Date specified below].

    

    
      


    

    
      2.           The
date on which the conversion/continuation selected hereby is to be effective is
__________, ___________(the “Election Date”).6

    

    
      


    

    
      3.           The
principal amount of the Group of Loans (or portion thereof) to which this notice
applies is $_________________.7

    

    
      


    

    
      4.           [The
Group of Loans (or portion thereof) which are to be converted will bear interest
based upon the [Base Rate] [Adjusted London Interbank Offered Rate].] [The
Group of Loans (or portion thereof) which are to be continued will bear interest
based upon the [Base Rate][Adjusted London Interbank Offered
Rate].]

    

    
      


    

    
      5.           The
Interest Period for such Loans will be _______________.8

    

     

    
      

    

    
      
        
          	
                  6

                	
                  Must
      be a Business Day.

                


        

      

    

    
      
        
          	
                  7

                	
                  May
      apply to a portion of the aggregate principal amount of the relevant Group
      of Loans; provided that
      (i) such portion is allocated ratably among the Loans comprising such
      Group and (ii) the portion to which such notice applies, and the remaining
      portion to which it does not apply, are each $10,000,000 or any larger
      integral multiple of
$1,000,000.

                


        

      

    

    
      
        
          	
                  8

                	
                  Applicable only in the case of a
      conversion to, or a continuation of, Euro-Dollar Loans.  Insert
      “one month”, “two months”, “three months” or “six months” (subject to the
      provisions of the definition of Interest
  Period).

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      


    

    
      
        
          	
                  PPL
      ENERGY SUPPLY, LLC

                
	 
      
	
                  By:

                	 
      
	
                  Name: 

                	 
      
	
                  Title:

                	 
      


        

      

    

    
      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      EXHIBIT
A-3 

       

      Form
of Letter of Credit Request

    

    
      
 

    

    
      ______________,
____

    

    
      
 

    

    
      [Insert
details of Issuing Lender]

    

    
      


    

    
      Ladies
and Gentlemen:

    

    
      


    

    
      This
notice shall constitute a “Letter of Credit Request” pursuant to Section 3.03 of
the $4,000,000,000 Revolving Credit Agreement dated as of October 19, 2010 (the
“Credit
Agreement”) among PPL Energy Supply, LLC, the lending institutions party
thereto from time to time and Wells Fargo Bank, National Association, as
Administrative Agent.  Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.

    

    
      


    

    
      The
undersigned hereby requests that _______________9 issue a
Standby Letter of Credit on _______________, ________10 in
the aggregate amount of $________________.  [This request is to extend
a Letter of Credit previously issued under the Credit Agreement; Letter of
Credit No. __________.]

    

    
      


    

    
      The
beneficiary of the requested Standby Letter of Credit will be
________________11, and
such Standby Letter of Credit will be in support of _____________________12 and
will have a stated termination date of __________________13.

    

    
      


    

    
      Copies of
all documentation with respect to the supported transaction are attached
hereto.

    

    
    

    
      

    

    
      
        
          	
                  9

                	
                  Insert
      name of Issuing Lender.

                


        

      

    

    
      
        
          	
                  10

                	
                  Must
      be a Business Day.

                


        

      

    

    
      
        
          	
                  11

                	
                  Insert
      name and address of
beneficiary.

                


        

      

    

    
      
        
          	
                  12

                	
                  Insert
      a description of the obligations, the name of each agreement and/or a
      description of the commercial transaction to which this Letter of Credit
      Request relates.

                


        

      

    

    
      
        
          	
                  13

                	
                  Insert
      the last date upon which drafts may be presented (which may not be later
      than one year after the date of issuance specified above or beyond the
      fifth Business Day prior to the Termination
  Date).

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            	
                    PPL
      ENERGY SUPPLY, LLC

                  
	 
      
	
                    By:

                  	 
      
	
                    Name: 

                  	 
      
	
                    Title:

                  	 
      
	 
      	 
      
	
                    APPROVED:

                  
	 
      
	
                    [ISSUING
      LENDER]

                  
	 
      
	
                    By:

                  	 
      
	
                    Name: 

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    

    
      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

    
      
 

    

    
      EXHIBIT
B

    

    
      
 

    

    
      Form
of Note

    

    
      


    

    
      FOR VALUE
RECEIVED, the undersigned, PPL ENERGY SUPPLY, LLC, a Delaware limited
liability company (the “Borrower”), promises
to pay to the order of _________________ (hereinafter, together with its
successors and assigns, called the “Holder”), at the
Administrative Agent’s Office or such other place as the Holder may designate in
writing to the Borrower, the principal sum of ____________________ AND
_______/100s DOLLARS ($______________), or, if less, the principal amount of all
Loans advanced by the Holder to the Borrower pursuant to the Credit Agreement
(as defined below), plus interest as hereinafter provided.  Such Loans
may be endorsed from time to time on the grid attached hereto, but the failure
to make such notations shall not affect the validity of the Borrower’s
obligation to repay unpaid principal and interest hereunder.

    

    
      


    

    
      All
capitalized terms used herein shall have the meanings ascribed to them in that
certain $4,000,000,000 Revolving Credit Agreement dated as of October 19, 2010
(as the same may be amended, modified or supplemented from time to time, the
“Credit Agreement”) by and
among the Borrower, the lenders party thereto (collectively, the “Lenders”) and Wells
Fargo Bank, National Association, as administrative agent (the “Administrative
Agent”) for itself and on behalf of the Lenders and the Issuing Lenders,
except to the extent such capitalized terms are otherwise defined or limited
herein.

    

    
      


    

    
      The
Borrower shall repay principal outstanding hereunder from time to time, as
necessary, in order to comply with the Credit Agreement.  All amounts
paid by the Borrower shall be applied to the Obligations in such order of
application as provided in the Credit Agreement.

    

    
      


    

    
      A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable on the maturity date provided in the Credit
Agreement, or such earlier date as payment of the Loans shall be due, whether by
acceleration or otherwise.

    

    
      


    

    
      The
Borrower shall be entitled to borrow, repay, reborrow, continue and convert the
Holder’s Loans (or portion thereof) hereunder pursuant to the terms and
conditions of the Credit Agreement.  Prepayment of the principal
amount of any Loan may be made as provided in the Credit
Agreement.

    

    
      


    

    
      The
Borrower hereby promises to pay interest on the unpaid principal amount hereof
as provided in Article II of the Credit Agreement.  Interest under
this Note shall also be due and payable when this Note shall become due (whether
at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by law, overdue interest, shall bear
interest payable on DEMAND at the default rate as provided in the Credit
Agreement.

    

    
      


    

    
      In no
event shall the amount of interest due or payable hereunder exceed the maximum
rate of interest allowed by applicable law, and in the event any such payment is
inadvertently made by the Borrower or inadvertently received by the Holder, then
such excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the Holder in writing that it elects to have such excess sum
returned forthwith.  It is the express intent hereof that the Borrower
not pay and the Holder not receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may legally be paid by the Borrower
under applicable law.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    
      All
parties now or hereafter liable with respect to this Note, whether the Borrower,
any guarantor, endorser or any other Person or entity, hereby waive presentment
for payment, demand, notice of non-payment or dishonor, protest and notice of
protest.

    

    
      


    

    
      No delay
or omission on the part of the Holder or any holder hereof in exercising its
rights under this Note, or delay or omission on the part of the Holder, the
Administrative Agent or the Lenders collectively, or any of them, in exercising
its or their rights under the Credit Agreement or under any other Loan Document,
or course of conduct relating thereto, shall operate as a waiver of such rights
or any other right of the Holder or any holder hereof, nor shall any waiver by
the Holder, the Administrative Agent, the Required Lenders or the Lenders
collectively, or any of them, or any holder hereof, of any such right or rights
on any one occasion be deemed a bar to, or waiver of, the same right or rights
on any future occasion.

    

    
      


    

    
      The
Borrower promises to pay all reasonable costs of collection, including
reasonable attorneys’ fees, should this Note be collected by or through an
attorney-at-law or under advice therefrom.

    

    
      


    

    
      This Note
evidences the Holder’s Loans (or portion therof) under, and is entitled to the
benefits and subject to the terms of, the Credit Agreement, which contains
provisions with respect to the acceleration of the maturity of this Note upon
the happening of certain stated events, and provisions for
prepayment.

    

    
      


    

    
      This Note
shall be governed by and construed in accordance with the internal laws of the
State of New York.

    

    
      


    

    
      [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    
      IN
WITNESS WHEREOF, the undersigned has caused this Note to be executed by its duly
authorized representative as of the day and year first above
written.

    

    
      


    

    
      
        
          	
                  PPL
      ENERGY SUPPLY, LLC

                
	 
      
	
                  By:

                	 
      
	
                  Name: 

                	 
      
	
                  Title:

                	 
      


        

      

    

    
      
 

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      LOANS AND
PAYMENTS OF PRINCIPAL

    

    


    
      	
              
                Date

              

            	 
      	
              
                Amount of

              

              
                Loan

              

            	 
      	
              
                Type

              

            	 
      	
              
                Amount of

              

              
                Principal

              

              
                Repaid

              

            	 
      	
              
                Notation

              

              
                Made By

              

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    
      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

    
      
 

    

    
      
        EXHIBIT
C

      

    

    
      
 

    

    
      
        Form
of Assignment and Assumption Agreement

      

    

    
      
 

    

    
      This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the] [each]14
Assignor identified on the Schedules hereto as “Assignor” [or “Assignors”
(collectively, the “Assignors” and each]
an “Assignor”)
and [the] [each]15
Assignee identified on the Schedules hereto as “Assignee” or “Assignees”
(collectively, the “Assignees” and each
an “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors] [the
Assignees]16 hereunder
are several and not joint.]17  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by [the] [each]
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

    

    
      


    

    
      For an
agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns
to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (a) all of [the Assignor’s] [the
respective Assignors’] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities) and (b) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)] [the respective Assignors (in their respective capacities
as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (a) above (the rights and obligations sold and
assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a)
and (b) above being referred to herein collectively as, the “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the] [any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the] [any]
Assignor.

    

    
       

      
        

      

    

    
      
        
          	
                  14 

                	
                  For
      bracketed language here and elsewhere in this form relating to the
      Assignor(s), if the assignment is from a single Assignor, choose the first
      bracketed language.  If the assignment is from multiple
      Assignors, choose the second bracketed
language.

                


        

      

    

    
      
        
          	
                  15 

                	
                  For
      bracketed language here and elsewhere in this form relating to the
      Assignee(s), if the assignment is to a single Assignee, choose the first
      bracketed language.  If the assignment is to multiple Assignees,
      choose the second bracketed
language.

                


        

      

    

    
      
        
          	
                  16 

                	
                  Select
      as appropriate.

                


        

      

    

    
      
        
          	
                  17 

                	
                  Include
      bracketed language if there are either multiple Assignors or multiple
      Assignees.

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    
      1.           Assignor:     See Schedule attached
hereto

    

    
      


    

    
      2.           Assignee:     See Schedule attached
hereto

    

    
      


    

    
      3.           Borrower:     PPL
Energy Supply, LLC

    

    
      


    

    
      4.           Administrative
Agent:  Wells Fargo Bank, National Association, as the administrative
agent under the Credit Agreement

    

    
      


    

    
      5.           Credit
Agreement:  The $4,000,000,000 Revolving Credit Agreement dated
as of October 19, 2010 by and among PPL Energy Supply, LLC, as Borrower, the
Lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent (as amended, restated, supplemented or otherwise
modified)

    

    
      


    

    
      6.           Assigned
Interest: See
Schedule attached
hereto

    

    
      


    

    
      [7.          Trade
Date:  ______________________]18

    

    
      


    

    
      REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    

     

    
      

    

    
      
        	
                18 

              	
                To
      be completed if the Assignor(s) and the Assignee(s) intend that the
      minimum assignment amount is to be determined as of the Trade
      Date.

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    
      Effective
Date:  _____________, 20____

    

    
      


    

    
      [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

    

    
      


    

    
      The terms
set forth in this Assignment and Assumption are hereby agreed
to:

    

    
      


    

    ASSIGNOR

    


    [NAME OF
ASSIGNOR]

    


    
      
        
          	
                  By:

                	 
      
	
                  Title:

                


        

      

    

    
 

    ASSIGNEE

    


    See
Schedule attached hereto

    
      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        
[Consented
to and]19
Accepted:

    

    
      


    

    
      WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    

    
      as
Administrative Agent, [Issuing Lender] and Swingline Lender

    

    
      


    

    
      
        
          
            
              
                
                  
                    
                      	
                              By

                            	 
      
	 
      	
                              Title:

                            
	 
      	 
      
	
                              [Consented
      to:]20

                            
	 
      
	
                              PPL
      ENERGY SUPPLY, LLC

                            
	 
      
	
                              By

                            	 
      
	 
      	
                              Title:

                            
	 
      	 
      
	
                              [Consented
      to]:

                            
	 
      
	
                              [Issuing
      Lender]21,

                            
	
                              as
      Issuing Lender

                            
	 
      	 
      
	
                              By

                            	 
      
	
                              Title: 

                            	 
      
	 
      	 
      
	
                              [Consented
      to]:

                            
	 
      
	
                              [JOINT
      LEAD ARRANGERS]22

                            
	 
      
	
                              WELLS
      FARGO BANK, N.A.

                            
	 
      	 
      
	
                              By:

                            	 
      
	
                              Title:

                            	 
      
	 
      	 
      
	
                              BANK
      OF AMERICA, N.A.

                            
	 
      	 
      
	
                              By:

                            	 
      
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      

    

    
       

      
        

      

    

    
      
        
          	
                  19 

                	
                  To
      be added only if the consent of the Administrative Agent is required by
      the terms of the Credit
Agreement.

                


        

      

    

    
      
        
          	
                  20 

                	
                  To
      be added only if the consent of the Borrower is required by the terms of
      the Credit Agreement.

                


        

      

    

    
      
        	
                21 

              	
                Add
      all Issuing Lender signature
blocks.

              


      

    

    
      
        	
                22 

              	
                To
      be added if assignment is made before Effective
  Date.

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SCHEDULE

    


    To
Assignment and Assumption

    


    By its
execution of this Schedule, the Assignee(s) agree(s) to the terms set forth in
the attached Assignment and Assumption.

    


    
      Assigned
Interests:

    

    


    
      
        
          
            
              
                	
                        Aggregate Amount of

                        Commitment/ Loans

                        for all Lenders23

                      	 
      	
                        Amount of

                        Commitment/ Loans

                        Assigned24

                      	 
      	
                        Percentage Assigned

                        of Commitment/

                        Loans25

                      	 
      	
                        CUSIP Number

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        $

                      	
                          

                      	
                        $

                      	
                          

                      	
                        %

                      	
                          

                      	 
      


              

            

          

        

      

    

    
      


    

    
      	
              [NAME
      OF ASSIGNEE]26

            	
              [and
      is an Affiliate of [identify Lender]]27      

            


    

     

    
      

    

    
      
        
          	
                  23 

                	
                  Amount
      to be adjusted by the counterparties to take into account any payments or
      prepayments made between the Trade Date and the Effective
      Date.

                


        

      

    

    
      
        
          	
                  24 

                	
                  Amount
      to be adjusted by the counterparties to take into account any payments or
      prepayments made between the Trade Date and the Effective
      Date.

                


        

      

    

    
      
        
          	
                  25 

                	
                  Set
      forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
      all Lenders thereunder.

                


        

      

    

    
      
        
          	
                  26 

                	
                  Add
      additional signature blocks, as
needed.

                


        

      

    

    
      
        
          	
                  27 

                	
                  Select
      as applicable.

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      ANNEX 1
to Assignment and Assumption

    

    
      


    

    
      REVOLVING
CREDIT AGREEMENT DATED AS OF OCTOBER 19, 2010 BY AND AMONG

    

    
      PPL
ENERGY SUPPLY, LLC, AS BORROWER, THE LENDERS PARTY THERETO

    

    
      AND WELLS
FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

    

    
      STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

    

    
      
 

    

    
      1.            Representations and
Warranties.

    

    
      


    

    
      1.1 Assignor. [The]
[Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan
Document.

    

    
      


    

    
       
1.2. Assignee. [The]
[Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the] [the relevant] Assigned Interest on the basis
of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent,
[the] [any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations that
by the terms of the Loan Documents are required to be performed by it as a
Lender.

    

    
      


    

    
      2.           Payments. From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts that have accrued to but
excluding the Effective Date and to the Assignee for amounts that have accrued
from and after the Effective Date.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    
      3.           General
Provisions. This Assignment and Assumption shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be
governed by and construed in accordance with the internal laws of the State of
New York.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      


    

    
      EXHIBIT
D

    

    
      
 

    

    
      Forms
of Opinions of Counsel for the Borrower

    

    


    [Date]

    


    To the
Administrative Agent and

    each of
the Lenders party to the

    Credit
Agreement referred to below

    


    
      	
              Re:

            	
              $4,000,000,000
      Revolving Credit Agreement

            


    

    


    
      Ladies
and Gentlemen:

    

    


    We have acted as special counsel to PPL
Energy Supply, LLC (the “Borrower”) in connection with the $4,000,000,000
Revolving Credit Agreement, dated as of October 19, 2010 among the Borrower,
Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender
and Swingline Lender, and the other Lenders from time to time party thereto (the
“Agreement”). Capitalized terms used but not defined herein have the meaning
assigned to such terms in the Agreement.

     

    We have reviewed the Agreement [and the
Notes of the Borrower executed and delivered by the Borrower on the date hereof
(the “Notes”),] and the other documents executed and delivered by the Borrower
in connection with the Agreement. As to various questions of fact relevant to
the opinions set forth below, we have relied, with your consent, upon
certificates of public officials and officers or other employees of the Borrower
and its affiliates, representations and agreements of the Borrower in the
Agreement and the other transaction documents, and other oral and written
assurances by officers or other employees of the Borrower and its affiliates. We
have assumed that the Agreement and instruments referred to in this opinion have
been duly authorized, executed and delivered by all parties thereto other than
the Borrower. In addition, we have examined such other documents and satisfied
ourselves as to such other matters as we have deemed appropriate in order to
render this opinion.

     

    Based on the foregoing, and subject to
the qualifications hereafter mentioned, we are of the opinion that:

     

    1.           The
Borrower is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, and the Borrower has the limited
liability company authority to make and perform the Agreement [and the
Notes].

    


    2.           The
execution, delivery and performance by the Borrower of the Agreement [and the
Notes] have been duly authorized by the Borrower.

     

    3.   The Agreement [and
the Notes] have been duly executed and delivered by the Borrower, and constitute
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their terms, except to the extent limited by (a)
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforceability of creditors’ rights generally, or general
equitable principles that may limit the right to obtain equitable remedies
regardless of whether enforcement is considered in a proceeding of law or equity
or (b) any applicable public policy on enforceability of provisions relating to
indemnification, contribution, waivers and exculpatory
provisions.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    4.           The
Borrower is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

    


    5.           The
borrowings under the Agreement and the use of proceeds thereof as contemplated
by the Agreement do not violate Regulation U or X of the Board of Governors of
the Federal Reserve System.

    


    [In rendering the opinions set forth in
paragraphs 1 through 3 above, we note that any exercise by the Borrower of the
option to increase the Revolving Commitment as contemplated in Section 2.19 of
the Agreement may/would require additional authorization by the Borrower’s Board
of Managers.]

     

    This opinion is limited to the facts
and the law as they exist on the date hereof. This opinion is limited to the
laws of the State of New York, the Delaware Limited Liability Company Act and
the federal laws of the United States of America. This opinion is not being
delivered for the benefit of, nor may it be relied upon by, any person to which
it is not specifically addressed or to which reliance has not been expressly
authorized in writing.

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Dewey
      & LeBoeuf LLP

            


    

    
      
      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
 

    

    [Date]

    


    To the
Administrative Agent and

    each of
the Lenders party to the

    Credit
Agreement referred to below

    


    Re:    
$4,000,000,000
Revolving Credit Agreement

     

    Ladies
and Gentlemen:

     

    I am Senior Counsel of PPL Services
Corporation, an affiliate of PPL Energy Supply, LLC (the “Borrower”), and have
acted as counsel to the Borrower in connection with the $4,000,000,000 Revolving
Credit Agreement dated as of October 19, 2010 among the Borrower, Wells Fargo
Bank, National Association, as Administrative Agent, Issuing Lender and
Swingline Lender and the other Lenders from time to time party thereto (the
“Agreement”). Capitalized terms used but not defined herein have the meaning
assigned to such terms in the Agreement.

     

    I am familiar with the Agreement [and
the Notes of the Borrower executed and delivered by the Borrower on the date
hereof (the “Notes”),] and the other documents executed and delivered by the
Borrower in connection with the Agreement. I have also examined such other
documents and satisfied myself as to such other matters as I have deemed
necessary in order to render this opinion. I have assumed that the Agreement and
instruments referred to in this opinion have been duly authorized, executed and
delivered by all parties thereto other than the Borrower.

     

    Based on the foregoing, I am of the
opinion that:

     

    1.           The
execution, delivery and performance by the Borrower of the Agreement [and the
Notes] have been duly authorized by the Borrower and do not violate any
provision of law or regulation or any decree, order, writ or judgment applicable
to the Borrower, or any provision of its limited liability company agreement, or
result in the breach of or constitute a default under any indenture or other
agreement or instrument known to me to which it is a party.

    


    2.           [Each
of] the Agreement [and the Notes] has been duly executed and delivered by the
Borrower, and constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
to the extent limited by (a) bankruptcy, insolvency, reorganization or other
similar laws relating to or affecting the enforceability of creditors’ rights
generally and by general equitable principles that may limit the right to obtain
equitable remedies regardless of whether enforcement is considered in a
proceeding of law or equity or (b) any applicable public policy on
enforceability of provisions relating to indemnification, contribution, waivers
and exculpatory provisions.

    


    3.           Except
as disclosed in or contemplated by the Borrower’s Annual Report on Form 10-K for
the year ended December 31, 2009, or in other reports filed under the Securities
Exchange Act of 1934 from January 1, 2010 to the date hereof, or otherwise
furnished in writing to the Administrative Agent, no litigation, arbitration or
administrative proceeding or inquiry is pending or, to my knowledge, threatened
which, if determined adversely to the Borrower, would materially and adversely
affect the ability of the Borrower to perform any of its obligations under the
Agreement [or the Notes]. To my knowledge, there is no litigation, arbitration
or administrative proceeding pending or threatened that questions the validity
of the Agreement [or the Notes].


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    3.           The
Borrower is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
“margin stock” within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System.

    4.           There
have not been any “reportable events,” as that term is defined in Section 4043
of the Employee Retirement Income Security Act of 1974, as amended, which would
result in a material liability of the Borrower.

    


    5.           No
authorization, consent or approval of any Governmental Authority of the United
States of America or the State of New York is required for the execution,
delivery or performance of the Agreement by the Borrower or for the borrowings
by the Borrower thereunder, except such authorizations, consents and approvals
as have been obtained prior to the date hereof, which authorizations, consents
and approvals are in full force and effect.

    


    [In rendering the opinions set forth in
paragraphs 1 through 3 above, I note that any exercise by the Borrower of the
option to increase the Revolving Commitment as contemplated in Section 2.19 of
the Agreement may/would require additional authorization by the Borrower’s Board
of Managers.]

     

    This opinion is limited to the laws of
the State of New York, the Delaware Limited Liability Company Act and the
federal laws of the United States of America.

     

    Without
my prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Frederick
      C. Paine

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    
 

    EXHIBIT
E

    
 

    
      Form
of Notice of Revolving Increase

    

    


    Dated as
of: _______________

     

    PPL
ENERGY SUPPLY, LLC (the “Borrower”), in connection with
the $4,000,000,000 Revolving Credit Agreement dated as of October 19, 2010,
among the Borrower, Wells Fargo Bank, National Association, as Administrative
Agent, and the Lenders party thereto from time to time (the “Credit Agreement”), hereby
certifies that:

     

    1.           The
Borrower has obtained an agreement from certain financial institutions to
increase their Revolving Commitments in the aggregate amount of
_______________________________ ($____________)28 (the
“Commitment
Increase”).

     

    2.           All
of the representations and warranties of the Borrower made under the Credit
Agreement (including, without limitation, all representations and warranties
with respect to the Borrower’s Subsidiaries) and the other Loan Documents are as
of the date hereof, and will be as of the effective date of the Commitment
Increase, true and correct in all material respects except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date.

     

    3.           There
does not exist, as of this date, and there will not exist after giving effect to
the Commitment Increase, any Default or Event of Default under the Credit
Agreement.

     

    4.           All
necessary governmental, regulatory and third party approvals, if required, have
been obtained or made, are in full force and effect and are not subject to any
pending or, to the knowledge of the Borrower, threatened reversal or
cancellation.

     

    5.           Attached
hereto as Annex A are resolutions adopted by the Borrower authorizing such
Commitment Increase, and such resolutions are true and correct and have not been
altered, amended or repealed and are in full force and effect.

     

    Capitalized
terms used in this Notice of Revolving Increase and not otherwise defined herein
are used as defined in the Credit Agreement.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      

    

    
      
        	
                28 

              	
                Each
      Optional Commitment Increase shall be in a minimum amount of
      $50,000,000.

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Borrower, acting through an authorized signatory, has
signed this Notice of Revolving Increase as of the day and year first above
written.

     

    
      
        
          	
                  PPL
      ENERGY SUPPLY, LLC

                
	 
      	 
      
	
                  By: 

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
        105

        
          

        

      

      
         


      

    


    
      Annex A
to Exhibit E

    


    
      
         


      

      
        106