Exhibit 10b


    

      Exhibit
        10(b)

      


      FIRST
        AMENDMENT TO REIMBURSEMENT AGREEMENT

      


      THIS
        FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of June 16, 2005 (this
        “Amendment”),
        to
        the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY
        SUPPLY, LLC, a Delaware limited liability company (the “Account
        Party”),
        and
        certain of the Lenders (such capitalized term and other capitalized terms
        used
        in this preamble and the recitals below to have the meanings set forth in,
        or
        are defined by reference in, Article
        I
        below).

       

      


       

      W
        I T
        N E S S E T H:

       

      WHEREAS,
        the Account Party, the Lenders and The Bank of Nova Scotia, as the Issuer
        and as
        Administrative Agent, are all parties to the Reimbursement Agreement, dated
        as
        of March 31, 2005 (as amended or otherwise modified prior to the date hereof,
        the “Existing
        Reimbursement Agreement”,
        and as
        amended by this Amendment and as the same may be further amended, supplemented,
        amended and restated or otherwise modified from time to time, the “Reimbursement
        Agreement”);

       

      WHEREAS,
        the Account Party has requested that the Lenders amend certain provisions
        of the
        Existing Reimbursement Agreement and the Lenders are willing, on the terms
        and
        subject to the conditions hereinafter set forth, to modify the Existing
        Reimbursement Agreement as set forth below;

       

      NOW,
        THEREFORE, the parties hereto hereby covenant and agree as follows:

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

       

      SECTION
        1.1.   Certain
        Definitions.
        The
        following terms when used in this Amendment shall have the following meanings
        (such meanings to be equally applicable to the singular and plural forms
        thereof):

       

      “Account
        Party”
        is
        defined in the preamble.

       

      “Amendment”
        is
        defined in the preamble.

       

      “Amendment
        Effective Date”
        is
        defined in Article
        III.

       

      “Existing
        Reimbursement Agreement”
        is
        defined in the first
        recital.

       

      “Reimbursement
        Agreement”
        is
        defined in the first
        recital.

       

       

      SECTION
        1.2.   Other
        Definitions.
        Terms
        for which meanings are provided in the Reimbursement Agreement are, unless
        otherwise defined herein or the context otherwise requires, used in this
        Amendment with such meanings.

       

       

      ARTICLE
        II

       

      AMENDMENTS
        TO REIMBURSEMENT AGREEMENT

       

      Effective
        on (and subject to the occurrence of) the Amendment Effective Date, the
        provisions of the Existing Reimbursement Agreement referred to below are
        hereby
        amended in accordance with this Article
        II.
        Except
        as expressly so amended, the Existing Reimbursement Agreement shall continue
        in
        full force and effect in accordance with its terms.

       

       

      SECTION
        2.1.   Amendment
        to Section 1.1.
        Section
        1.1 of the Existing Reimbursement Agreement is hereby amended by inserting
        the
        following definitions in the appropriate alphabetical order:

       

      “First
        Amendment”
        means
        the First Amendment to Reimbursement Agreement, dated as of June 16, 2005,
        among
        the Account Party and the Lenders party thereto.

       

      “First
        Amendment Effective Date”
        means
        June 16, 2005.

       

       

      SECTION
        2.2.   Amendment
        to Section 2.1.
        The
        second to last sentence of Section 2.1 of the Existing Reimbursement Agreement
        is hereby amended and restated in its entirety as follows:

       

      No
        Letter
        of Credit shall be stated to expire (the “Stated
        Expiry Date”)
        beyond
        the earlier of (i) the date five days prior to the date set forth in
clause
        (b)
        of the
        definition of Commitment Termination Date and (ii) one year from the date
        of
        such extension; provided,
        however, that a Letter of Credit may have a Stated Expiry Date (whether by
        extension or at the time of issuance) that occurs after the Commitment
        Termination Date, so long as (A) such Letter of Credit is Cash Collateralized
        on
        the Commitment Termination Date and (B) the Stated Expiry Date is no more
        than
        one year from the date of such issuance or extension.

       

       

      ARTICLE
        III

       

      CONDITIONS
        TO EFFECTIVENESS

       

      This
        Amendment and the amendments contained herein shall become effective on the
        date
        (the “Amendment
        Effective Date”)
        when
        each of the conditions set forth in this Article
        III
        shall
        have been fulfilled to the satisfaction of the Administrative
        Agent.

       

       

      SECTION
        3.1.   Counterparts.
        The
        Administrative Agent shall have received counterparts hereof executed on
        behalf
        of the Account Party and the Required Lenders.

       

       

      SECTION
        3.2.   Costs
        and Expenses, etc.
        The
        Administrative Agent shall have received for the account of each Lender,
        all
        fees, costs and expenses due and payable pursuant to Sections 3.2 and 10.3
        of
        the Reimbursement Agreement, if then invoiced.

       

       

      SECTION
        3.3.   Satisfactory
        Legal Form.
        The
        Administrative Agent and its counsel shall have received all information,
        and
        such counterpart originals or such certified or other copies of such materials,
        as the Administrative Agent or its counsel may reasonably request, and all
        legal
        matters incident to the effectiveness of this Amendment shall be satisfactory
        to
        the Administrative Agent and its counsel. All documents executed or submitted
        pursuant hereto or in connection herewith shall be reasonably satisfactory
        in
        form and substance to the Administrative Agent and its counsel.

       

       

      ARTICLE
        IV

       

      MISCELLANEOUS

       

       

      SECTION
        4.1.   Cross-References.
        References in this Amendment to any Article or Section are, unless otherwise
        specified, to such Article or Section of this Amendment.

       

       

      SECTION
        4.2.   Loan
        Document Pursuant to Existing Reimbursement Agreement.
        This
        Amendment is a Loan Document executed pursuant to the Existing Reimbursement
        Agreement and shall (unless otherwise expressly indicated therein) be construed,
        administered and applied in accordance with all of the terms and provisions
        of
        the Existing Reimbursement Agreement, as amended hereby, including
        Article X thereof.

       

       

      SECTION
        4.3.   Successors
        and Assigns.
        This
        Amendment shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns.

       

       

      SECTION
        4.4.   Counterparts.
        This
        Amendment may be executed by the parties hereto in several counterparts,
        each of
        which when executed and delivered shall be an original and all of which shall
        constitute together but one and the same agreement. Delivery of an executed
        counterpart of a signature page to this Amendment by facsimile shall be
        effective as delivery of a manually executed counterpart of this
        Amendment.

       

       

      SECTION
        4.5.   Governing
        Law.
        THIS
        AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
        INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
        5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
        YORK).

       

       

      SECTION
        4.6.   Full
        Force and Effect; Limited Amendment.
        Except as expressly amended hereby, all of the representations, warranties,
        terms, covenants, conditions and other provisions of the Existing Reimbursement
        Agreement and the Loan Documents shall remain unchanged and shall continue
        to
        be, and shall remain, in full force and effect in accordance with their
        respective terms. The amendments set forth herein shall be limited precisely
        as
        provided for herein to the provisions expressly amended herein and shall
        not be
        deemed to be an amendment to, waiver of, consent to or modification of any
        other
        term or provision of the Existing Reimbursement Agreement or any other Loan
        Document or of any transaction or further or future action on the part of
        any
        Obligor which would require the consent of the Lenders under the Existing
        Reimbursement Agreement or any of the Loan Documents.

       

       

      SECTION
        4.7.   Representations
        and Warranties.
        In
        order to induce the Lenders to execute and deliver this Amendment, the Account
        Party hereby represents and warrants to the Lenders, on the Amendment Effective
        Date, after giving effect to this Amendment, all statements set forth in
        Section
        5.2.1 of the Reimbursement Agreement are true and correct as of such date,
        except to the extent that any such statement expressly relates to an earlier
        date (in which case such statement was true and correct on and as of such
        earlier date).

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       


       

      
        	 	
                PPL
                  ENERGY SUPPLY, LLC

                 

                 

                By:__________________________

                       Title:

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                THE
                  BANK OF NOVA SCOTIA

                 

                 

                By:__________________________

                       Title: