exhibit10b.htm


    Exhibit
10(b)

     

    AMENDMENT
NO. 1

     

    TO
RECEIVABLES SALE AGREEMENT

     

    This
AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as
of August 5, 2008, is between PPL ELECTRIC UTILITIES CORPORATION (“PPL Electric”), as
Originator (the “Originator”), and PPL
RECEIVABLES CORPORATION (“PPL Receivables”), as
Buyer (the “Buyer”).  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned thereto in the Agreement (as defined below), including terms and
definitions incorporated by reference therein.

     

    WHEREAS,
the Originator and the Buyer are parties to that certain Receivables Sale
Agreement, dated as of August 1, 2004 (as amended, supplemented and otherwise
modified from time to time and as may be further amended, supplemented and
otherwise modified from time to time, the “Agreement”);

     

    WHEREAS,
in connection with this Amendment, the Originator will execute and deliver an
amended and restated Subordinated Note, dated as of the date hereof (the “Amended and Restated
Subordinated Note”); and

     

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

     

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

     

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

     

    1.1 Each
reference in the Agreement to the Credit and Security Agreement or the Credit
Agreement shall be deemed to be a reference to that certain Credit and Security
Agreement, dated as of August 5, 2008. among PPL Receivables, PPL Electric,
Victory Receivables Corporation (“Victory”), the
Liquidity Banks (as defined therein) from time to time party thereto, and The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), as Agent (the
“BTMU Credit and
Security Agreement).

     

    1.2 Each
reference in the Agreement to Blue Ridge Asset Funding Corporation, Blue Ridge,
Variable Funding Capital Company LLC or VFCC, as the case may be, and any words
of similar effect in reference to such Person, is replaced with, and shall be
deemed to be, a reference to Victory.

     

    1.3 Each
reference in the Agreement to Wachovia Bank, National Association or Wachovia,
in its individual capacity or as Agent, as the case may be, and any words of
similar effect in reference to Wachovia in either such capacity, is replaced
with, and shall be deemed to be, a reference to BTMU in its individual capacity
or as Agent, as applicable.

     

    1.4 The
Amended and Restated Subordinated Note amends and restates the existing
Subordinated Note in its entirety, and each reference in the Agreement to the
Subordinated Note shall be deemed to be a reference to the Amended and Restated
Subordinated Note.

     

    1.5 Section 2.1(l) is
hereby amended by deleting the date “December 31, 2003” therein and substituting
the date “December 31, 2007” therefor.

     

    1.6 Section 2.1(o) is
hereby amended and restated in its entirety as follows:

     

    (o)           Not an Investment
Company.  It is not an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.

     

    1.7 The
following new Section
2.2 is added to the end of Article 2 of the
Agreement:

     

    Section 2.2  Ordinary
Course of Business.  Each of the Originator and the Buyer
represents and warrants as to itself that each remittance of Collections by the
Originator to the Buyer under this Agreement will have been (i) in payment of a
debt incurred by the Originator in the ordinary course of business or financial
affairs of the Originator and the Buyer and (ii) made in the ordinary course of
business or financial affairs of the Originator and the Buyer.

     

    1.8 Section 4.1(a) of the
Agreement is hereby amended by adding the following language to the end of
clause (a) immediately following the word “Buyer”:

     

    “(it
being understood that the posting of the information required in sub-clauses (i), and
(ii) of this
clause (a) on
Originator’s website (http://www.pplweb.com)
shall be deemed to be effective delivery thereof to the Buyer):”.

     

    SECTION
2. Representations and
Warranties of the Originator.  The Originator represents and
warrants to the Buyer, Victory and the Agent as follows:

     

    2.1 The
representations and warranties of the Originator contained in Article 2 of the
Agreement (as amended hereby) are true and correct as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations
and warranties were true and correct as of such earlier date).

     

    2.2 No
Termination Event or Unmatured Termination Event has occurred and is
continuing.

     

    SECTION
3. Conditions to
Effectiveness.  This Amendment shall become effective as of the
date hereof (provided that the amendment set forth in Section 1.1 above
shall be effected concurrently with the effectiveness of the BTMU Credit and
Security Agreement).

     

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

     

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

     

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

     

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

     

    [SIGNATURE
PAGES TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    PPL
ELECTRIC UTILITIES CORPORATION,

    as
Originator

    


    


    By:                                                                           

    Name:

    Title:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    PPL
RECEIVABLES CORPORATION,

    as
Buyer

    


    


    By:                                                                           

    Name:

    Title:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Acknowledged
and Consented to by:

    


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

    


    


    By:                                                                

    Name:

    Title: