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                                                                           Exhibit 10(e)                                                                          Execution Version                  SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT           THIS SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of March 12,  2020 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by PPL CAPITAL  FUNDING,  INC.,  a  Delaware  corporation  (the  “Borrower”),  PPL  CORPORATION,  a  Pennsylvania  corporation (the “Guarantor”) and each Lender (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  Borrower,  the  Guarantor,  the  Lenders  and  The  Bank  of  Nova  Scotia,  as  the  Administrative Agent, Sole Lead Arranger and Sole Bookrunner, are all parties to the Revolving Credit  Agreement, dated as of March 26, 2014 (as amended or otherwise modified prior to the date hereof, the  “Existing Credit 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 “Credit Agreement”);  and          WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in  order  to  extend  the  maturity  date  therein  and  the  Lenders  are  willing  to  modify  the  Existing  Credit  Agreement on the terms and subject to the conditions hereinafter set forth;          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):          “Amendment” is defined in the preamble.          “Borrower” is defined in the preamble.          “Credit Agreement” is defined in the first recital.           “Existing Credit Agreement” is defined in the first recital.          “Guarantor” is defined in the preamble.           SECTION 1.2.  Other  Definitions.   Terms  for  which  meanings  are  provided  in  the  Existing   Revolving Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used   in this Amendment with such meanings.                                         ARTICLE II                   AMENDMENTS TO THE EXISTING CREDIT AGREEMENT           Effective as of the date hereof, but subject to the satisfaction of the conditions in Article III,                                                      Sixth Amendment to Revolving Credit Agreement  AmericasActive:14372706.5  





 






          (a)    The Existing Credit Agreement is hereby amended to add “Exhibit D – U.S. Tax  Compliance Certificate” attached hereto.             (b)    The Recitals of the Existing Credit Agreement are hereby amended and restated in  their entirety as follows:              “The  Loan  Parties  (as  hereinafter defined)  have  requested  that  the  Lenders provide  a      revolving credit facility in an aggregate principal amount, subject to Section 2.19, not to exceed      $50,000,000.  In consideration of their mutual covenants and agreements hereinafter set forth and      intending to be legally bound hereby, the parties hereto covenant and agree as follows:”.             (c)    Section 1.01 of the Existing Credit Agreement is hereby amended by amending  and restating the following definition in its entirety as follows:             “Termination Date” means the earliest to occur of (i) March [10], 2021 and (ii) such earlier      date upon which all Commitments shall have been terminated in their entirety in accordance with      this Agreement.”.             (d)    Section 1.01 of the Existing Credit Agreement is hereby amended by amending  and restating the following definition in its entirety as follows:             “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date      of this Agreement (or any amended or successor version that is substantively comparable and not      materially more onerous to comply with), any current or future regulations or official government      interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and      any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental      agreement, treaty or convention among governmental authorities and implementing such Sections      of the Code.             (e)     Section  1.01  of  the  Existing  Credit  Agreement  is  amended  by  inserting  the  following definitions in their correct alphabetical order:             “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the      applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.                        “Bail-In  Legislation”  means,  with  respect  to  any  EEA  Member Country  implementing      Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European      Union, the implementing law for such EEA Member Country from time to time which is described      in the EU Bail-In Legislation Schedule.                        “Connection  Income  Taxes”  means  Other  Connection  Taxes  that  are  imposed  on  or      measured  by  net  income  (however  denominated)  or  that  are  franchise  Taxes  or  branch  profits      Taxes.                        “EEA Financial Institution” means (a) any credit institution or investment firm established      in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,      (b) any entity established in an EEA Member Country which is a parent of an institution described      in  clause  (a)  of  this  definition,  or  (c)  any  financial institution  established in  an  EEA  Member      Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and      is subject to consolidated supervision with its parent.                                                       2                                                  Sixth Amendment to Revolving Credit Agreement 





 






          “EEA Member Country” means any of the member states of the European Union, Iceland,      Liechtenstein, and Norway.                        “EEA  Resolution  Authority”  means  any  public  administrative  authority  or  any  person      entrusted  with  public  administrative  authority  of  any  EEA  Member  Country  (including  any      delegee) having responsibility for the resolution of any EEA Financial Institution.                        “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published      by the Loan Market Association (or any successor Person), as in effect from time to time.                        “LIBOR Successor Rate” shall have the meaning specified in Section 2.14(b).                        “LIBOR Successor Rate Conforming Changes” shall have the meaning specified in Section      2.14(b).                        “Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result      of a present or former connection between such Lender and the jurisdiction imposing such Tax      (other than connections arising solely from such Lender having executed, delivered, become a party      to,  performed  its  obligations  under,  received  payments  under,  received  or  perfected a  security      interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or      sold or assigned an interest in any Loan or Loan document).                        “Scheduled Unavailability Date” shall have the meaning specified in Section 2.14(b).                        “Write-Down  and  Conversion  Powers”  means,  with  respect  to  any  EEA  Resolution      Authority, the write-down and conversion powers of such EEA Resolution Authority from time to      time under the Bail-In Legislation for the applicable EEA Member Country, which writedown and      conversion powers are described in the EU Bail-In Legislation Schedule.             (f)    Section 1.01 of the Existing Credit Agreement is hereby amended by amending  and restating the following definition in its entirety as follows:             “Defaulting Lender” means, subject to Section 2.20(c), any Lender that (a) has failed to (i)      fund all or any portion of its Loans within two Business Days of the date such Loans were required      to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in      writing that such failure is the result of such Lender’s determination that one or more conditions      precedent to funding (each of which conditions precedent, together with any applicable default,      shall  be  specifically  identified  in  such  writing)  has  not  been  satisfied,  or  (ii)  pay  to  the      Administrative Agent, any Issuing Lender or any other Lender any other amount required to be      paid  by  it  hereunder  (including  in  respect  of  its  participation  in  Letters  of  Credit)  within  two      Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or      any  Issuing  Lender  in  writing  that  it  does  not  intend  to  comply  with  its  funding  obligations      hereunder, or has made a public statement to that effect (unless such writing or public statement      relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based      on such Lender’s determination that a condition precedent to funding (which condition precedent,      together  with  any  applicable  default,  shall  be  specifically  identified  in  such  writing  or  public      statement) cannot be satisfied), (c) has failed, within three Business Days after written request by      the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and      the Borrower that it will comply with its prospective funding obligations hereunder (provided that      such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such      written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or                                           3                                                  Sixth Amendment to Revolving Credit Agreement 





 






    indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief      Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee      for  the  benefit  of  creditors or  similar  Person  charged  with  reorganization  or  liquidation  of  its      business or assets, including the Federal Deposit Insurance Corporation or any other state or federal      regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting      Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any      direct or indirect parent company thereof by a Governmental Authority so long as such ownership      interest does not result in or provide such Lender with immunity from the jurisdiction of courts      within the United States or from the enforcement of judgments or writs of attachment on its assets      or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm      any contracts or agreements made with such Lender, or (e) has become the subject of a Bail-In      Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under      any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest      error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(c)) upon      delivery of written notice of such determination to the Borrower, each Issuing Lender and each      Lender.”.             (g)    Article I of the Existing Credit Agreement is amended by inserting a new Section  1.02 immediately after Section 1.01 as follows:             “Section  1.02 Divisions.  For  all  purposes  under  the Loan  Documents,  pursuant  to  any      statutory division or plan of division under Delaware law, including a statutory division pursuant      to Section 18-217 of the Delaware Limited Liability Company Act (or any comparable event under      a different state’s laws): (a) if any asset, right, obligation or liability of any Person becomes the      asset, right, obligation or liability of one or more different Persons, then such asset, right, obligation      or liability shall be deemed to have been transferred from the original Person to the subsequent      Person(s)  on  the  date  such  division  becomes  effective,  and  (b)  if  any  new  Person comes  into      existence, such new Person shall be deemed to have been organized on the first date of its existence      by the holders of its equity interests on the date such division becomes effective.”              (h)    Section 2.14 of the Existing Credit Agreement is hereby amended by adding the  following to the end of the Section:                    “(b) Notwithstanding anything to the contrary in this Agreement or any other Loan            Document,  if  the  Administrative  Agent  determines  (which  determination  shall be            conclusive  absent  manifest  error),  or  the  Borrower  or  Required  Lenders  notify  the            Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower)            that the Borrower or Required Lenders (as applicable) have determined, that:                            (i) the circumstances set forth in Section 2.14(b) have occurred and such                   circumstances are unlikely to be temporary; or                            (ii)  the  administrator  of  the  London  Interbank  Offered  Rate  or  a                   Governmental  Authority  having  jurisdiction  over  the  Administrative  Agent has                   made  a  public  statement  identifying  a  specific  date  after  which  the  London                   Interbank Offered Rate shall no longer be made available, or used for determining                   the interest rate of loans (such specific date, the “Scheduled Unavailability Date”),                   or                           (iii) any applicable interest rate specified herein (other than the Prime Rate                   or the Federal Funds Rate) is no longer a widely recognized benchmark rate for                                           4                                                  Sixth Amendment to Revolving Credit Agreement 





 






                 newly  originated  loans  in  the  U.S.  syndicated  loan  market  in  the  applicable                   currency,              then, reasonably promptly after such determination by the Administrative Agent or receipt            by the Administrative Agent of such notice, as applicable, the Administrative Agent and            such Borrower shall negotiate in good faith to amend this Agreement to replace the London            Interbank Offered Rate with an alternate benchmark rate (including any mathematical or            other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate,            a  “LIBOR  Successor  Rate”),  together  with  any  proposed  LIBOR  Successor  Rate            Conforming Changes (as defined below) and any such amendment shall become effective            at  5:00  P.M.  (New  York,  New  York  time)  on  the  fifth  Business  Day  after  the            Administrative Agent shall have posted such proposed amendment to all Lenders and the            Borrower  unless,  prior  to  such  time,  Lenders  comprising  the  Required  Lenders  have            delivered to the Administrative Agent written notice that such Required Lenders do not            accept  such  amendment.  Such  LIBOR  Successor  Rate  shall  be  applied  in  a  manner            consistent with market practice; provided that to the extent such market practice is not            administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall            be applied in a manner as otherwise reasonably determined by the Administrative Agent.                     If no LIBOR Successor Rate has been determined and the circumstances under            clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable),            the  Administrative  Agent  will  promptly  so  notify  each  Borrower  and  each  Lender.            Thereafter, (x) the obligation of the Lenders to make or maintain Euro-Dollar Loans shall            be suspended (to the extent of the affected Euro-Dollar Loans or Interest Periods only), and            (y)  the  London  Interbank  Offered  Rate  component  shall  no  longer  be  utilized  in            determining the Base Rate. Upon receipt of such notice, any Borrower may revoke any            pending request for a Borrowing of, conversion to, or continuation of Euro-Dollar Loans            (to the extent of the affected Euro-Dollar Loans or Interest Periods) or, failing that, will be            deemed  to  have  converted  such  request  into  a  Base  Rate  Borrowing  (subject  to  the            foregoing clause (y)) in the amount specified therein.                     Notwithstanding anything else herein, any definition of LIBOR Successor Rate            shall  provide  that  in  no  event  shall  such  LIBOR  Successor  Rate  be  less  than  0%  for            purposes of this Agreement.                     For purposes hereof, “LIBOR Successor Rate Conforming Changes” means, with            respect to any proposed LIBOR Successor Rate, any conforming changes to the definition            of  Base  Rate,  Interest  Period,  timing  and  frequency  of  determining  rates  and  making            payments of interest and other administrative matters as may be appropriate, determined            by the Administrative Agent with the consent of the Borrower, to reflect the adoption of            such LIBOR Successor Rate and to permit the administration thereof by the Administrative            Agent in a manner substantially consistent with market practice (or, if the Administrative            Agent  determines  that  adoption  of  any  portion  of  such  market  practice  is  not            administratively feasible or that no market practice for the administration of such LIBOR            Successor Rate exists, in such other manner of administration as the Administrative Agent            determines  is  reasonably  necessary  in  connection  with  the  administration  of  this            Agreement.”             (i)    Section 2.16 of the Existing Credit Agreement is hereby amended by replacing  Section 2.16(a)(ii)(C) in its entirety with:                                           5                                                  Sixth Amendment to Revolving Credit Agreement 





 






          “(C) the imposition of, or any change in the rate of, any taxes described in clauses (i)      through (iv) of the definition of Taxes in Section 2.17(a), (D) Connection Income Taxes, and (E)      Taxes attributable to a Lender’s failure to comply with Section 2.16(e))”             (j)    Section 2.17 of the Existing Credit Agreement is hereby amended by replacing  Section 2.17(a)(i) with:             “(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, the Lender (A) by the jurisdiction  (or  subdivision  thereof)  under  the  laws  of  which  the  Lender  is  organized  or  in  which  its  principal  executive office is located or, in the case of the Lender, in which its Applicable Lending Office is  located, or (B) that are Other Connection Taxes,”             (k)    Section  2.17  of  the  Existing  Credit  Agreement  is  hereby  amended  adding  subsections (e) and (f):             “(e)   Tax Forms and Certificates. (i) Any Lender that is a “United States person” within      the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower on or about the date      on which such Lender becomes a Lender under this Agreement (at any time such Lender changes      its Applicable Lending Office and from time to time thereafter upon the reasonable request of the      Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S.      federal backup withholding tax; (ii) any Lender that is not a “United States person” within the      meaning of Section 7701(a)(3) of the Code (a “Non-U.S. Lender”) shall, to the extent it is legally      entitled  to  do  so,  deliver  to  Borrower  (in  such  number  of  copies  as  shall  be  requested  by  the      recipient)  on  or about  the  date  on  which  such  Non-U.S.  Lender  becomes  a  Lender  under  this      Agreement (any time such Lender changes its Applicable Lending Office and from time to time      thereafter upon the reasonable request of the Borrower), whichever of the following is applicable:      (A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the      United States is a party (x) with respect to payments of interest under any Loan Document, executed      copies  of  IRS  Form  W-8BEN  or  IRS  Form  W-8BEN-E  establishing  an  exemption  from,  or      reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and      (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN      or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding      Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed      copies of IRS Form W-8ECI; (C) in the case of a Non-U.S. Lender claiming the benefits of the      exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in      the form of Exhibit D-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning      of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning      of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower      as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y)      executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (D) to the extent a Non-U.S.      Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS      Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate      substantially  in  the  form  of  Exhibit  D-1  or  D-2,  IRS  Form  W-9,  and/or  other  certification      documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a      partnership and one or more direct or indirect partners of such Foreign Lender are claiming the      portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate      substantially in the form of Exhibit D-2 on behalf of each such direct and indirect partner; (iii) any      Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such      number of copies as shall be requested by the recipient) on or about the date which such Non-U.S.      Lender becomes a Lender under this Agreement, at any time such ender changes its Applicable                                           6                                                  Sixth Amendment to Revolving Credit Agreement 





 






    Lending  Office and  from  time to  time  thereafter  upon  the  reasonable  request  of  the  Borrower,      executed copies of any other form prescribed by applicable law as a basis for claiming exemption      from  or  a  reduction  in  U.S.  federal  withholding  tax,  duly  completed,  together with such      supplementary documentation as may be prescribed by applicable law to permit the Borrower to      determine the withholding or deduction required to be made; and (iv) 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  were  to  fail  to  comply  with  the  applicable  reporting  requirements  of  FATCA      (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender      shall deliver to the Borrower at the time or times prescribed by law and at such time or times      reasonably requested by the Borrower such documentation prescribed by applicable law (including      as  prescribed  by  Section  1471(b)(3)(C)(i)  of  the  Code)  and  such  additional  documentation      reasonably requested by the Borrower as may be necessary for the Borrower to comply with its      obligations under FATCA and to determine that such Lender has complied with such Lender’s      obligations under FATCA or to determine the amount, if any, to deduct and withhold from such      payment. Solely for purposes of clause (iv), “FATCA” shall include any amendments made to      FATCA after the date of this Agreement.”             “(f) Exclusions. No Loan Party shall be required to indemnify any Non-U.S. Lender, or to      pay any additional amount to any Non-U.S. Lender, pursuant to Sections 2.16(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 Section 2.17(e).”             (l)    Sections  5.04(a),  5.04(c),  5.05  and  5.13  of  the  Existing  Credit  Agreement  are  hereby amended by replacing references to “December 31, 2018” with “December 31, 2019”.              (m)    Section 9.05 of the Existing Credit Agreement is hereby amended by adding the  following sentence to the end of the Section:             “Notwithstanding  anything  to  the  contrary  herein,  the  Administrative  Agent  and  the      Borrower may, without the consent of any Lender, enter into amendments or modifications to this      Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the      Administrative Agent reasonably deems appropriate in order to implement any LIBOR Successor      Rate or otherwise effectuate the terms of Section 2.14(b) in accordance with the terms of Section      2.14(b).”             (n)    Acknowledgment  and  Consent  to  Bail-in  of  EEA  Financial  Institutions.  The  Existing  Credit  Agreement  is  amended  by  inserting  the  following  new  Section  9.15  immediately  following Section 9.14 of the Existing Credit Agreement:             “Section  9.15. Acknowledgment  and  Consent  to  Bail-in  of  EEA  Financial  Institutions.      Notwithstanding  anything  to  the  contrary  in  any  Loan  Document  or  in  any  other  agreement,      arrangement or understanding among any such parties, each party hereto acknowledges that any      liability of any EEA Financial Institution arising under any Loan Document, to the extent such      liability  is  unsecured,  may  be  subject  to  the  writedown  and  conversion  powers  of  an  EEA      Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:                               (a)  the  application  of  any  Write-Down  and  Conversion  Powers  by  an  EEA            Resolution Authority to any such liabilities arising hereunder which may be payable to it            by any party hereto that is an EEA Financial Institution; and                                                              7                                                  Sixth Amendment to Revolving Credit Agreement 





 






                    (b) the effects of any Bail-in Action on any such liability, including, if applicable:               (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all,               or a portion of, such liability into shares or other instruments of ownership in such EEA               Financial Institution, its parent undertaking, or a bridge institution that may be issued to it               or otherwise conferred on it, and that such shares or other instruments of ownership will               be accepted by it in lieu of any rights with respect to any such liability under this Agreement               or  any  other  Loan  Document;  or  (iii)  the  variation  of  the  terms  of  such  liability  in               connection  with  the  exercise  of  the  write-down  and  conversion  powers  of  any  EEA               Resolution Authority.”                (o)    Article IX of the Existing Credit Agreement is amended by inserting the following     sections at the end thereof:                “Section 9.16. Interest Rate Limitation. Notwithstanding anything herein to the contrary,         if at any time the interest rate applicable to any Loan, together with all fees, charges and other         amounts  which  are  treated  as  interest  on  such  Loan  under applicable  law  (collectively  the         “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted         for,  charged,  taken,  received or  reserved  by the  Lender  holding  such  Loan  in  accordance  with         applicable law, the rate of interest payable in respect of such Loan hereunder, together with all         Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,         the interest and Charges that would have been payable in respect of such Loan but were not payable         as a result of the operation of this Section shall be cumulated and the interest and Charges payable         to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum         Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds         Rate to the date of repayment, shall have been received by such Lender.               Section 9.17. Severability. Any provision of any Loan Document held to be invalid, illegal         or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such         invalidity, illegality or unenforceability without affecting the validity, legality and enforceability         of  the  remaining  provisions thereof;  and  the  invalidity  of  a  particular  provision  in  a  particular         jurisdiction shall not invalidate such provision in any other jurisdiction.                Section 9.18. Headings. Article and Section headings and the Table of Contents used herein         are  for  convenience  of  reference  only,  are  not  part  of  this Agreement  and  shall  not  affect  the         construction of, or be taken into consideration in interpreting, this Agreement.”                (p)    Appendix  A  to  the  Existing  Credit  Agreement  is  amended  and  replaced in  its     entirety with Appendix A attached hereto.                                          ARTICLE III                             CONDITIONS TO EFFECTIVENESS          This Amendment and the amendments contained herein shall become effective as of the date hereof  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 Borrower, the Guarantor and the each of the Lenders.                                               8                                                     Sixth Amendment to Revolving Credit Agreement 





 






        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 Section 9.03 of the Credit   Agreement, if then invoiced.           SECTION 3.3.  Resolutions,  etc.  The  Administrative  Agent  shall  have  received  from  the   Borrower and the Guarantor (i) a copy of a good standing certificate for such Loan Party, dated a date   reasonably close to the date hereof and (ii) a certificate, dated as of the date hereof, of a Secretary or an   Assistant Secretary of each Loan Party certifying (a) that attached thereto is a true, correct and complete   copy of (x) the articles or certificate of incorporation of such Loan Party certified by the Secretary of State   (or equivalent body) of the jurisdiction of incorporation of such Loan Party and (y) the bylaws of such   Loan Party, and (b) that attached thereto is a true, correct and complete copy of resolutions adopted by the   board  of  directors  of  such  Loan  Party  authorizing  the  execution,  delivery  and  performance  of  this   Amendment and each other document delivered in connection herewith and that such resolutions have not   been amended and are in full force.           SECTION 3.4.  Opinion of Counsel.  The Administrative Agent shall have received an opinion,   dated the date hereof and addressed to the Administrative Agent and all Lenders, from counsel to the   Borrower, in form and substance satisfactory to the Administrative Agent.          SECTION 3.5.  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 Credit Agreement.  This Amendment is a   Loan Document executed pursuant to the Existing Credit 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 Credit Agreement, as amended hereby, including Article IX 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).                                              9                                                     Sixth Amendment to Revolving Credit Agreement 





 






       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 Credit 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 Credit 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 Credit 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 Borrower and Guarantor each hereby represents and warrants to the Lenders,  on the date this Amendment becomes effective pursuant to Article III, that both before and after giving  effect to this Amendment, all representations and warranties set forth in Article V of the Credit 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).                                                   [Signature page follows]                                            10                                                    Sixth Amendment to Revolving Credit Agreement 





 






                                                                                          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date  first above written.                                                    PPL CAPITAL FUNDING, INC., as the Borrower                                                                                                                              By:___/s/ Tadd J. Henninger_____                                                Name:  Tadd J. Henninger                                             Title:    Vice President and Treasurer                                                PPL CORPORATION, as the Guarantor                                                                                                                              By:___/s/ Tadd J. Henninger_____                                                Name:  Tadd J. Henninger                                             Title:    Vice President-Finance and Treasurer                                                                     Signature Page to Sixth Amendment to Revolving Credit Agreement 





 






    THE BANK OF NOVA SCOTIA, as the Administrative      Agent and as a Lender                  By:___/s/ David Dewar________            Name:  David Dewar         Title:   Director                              Signature Page to Sixth Amendment to Revolving Credit Agreement 





 






                                                                                                                                                                   Appendix A                                                    COMMITMENTS                                                                                                   Lender                        Commitment     Applicable Percentage                                                                                             The Bank of Nova Scotia                        $   50,000,000.00 100.000000000%                                                                      Total                                          $   50,000,000.00 100.000000000%                                             Appendix A - Sixth Amendment to Revolving Credit Agreement 





 






                                                                          EXHIBIT D-1                                                                                                                                FORM OF                          U.S. TAX COMPLIANCE CERTIFICATE       (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Revolving Credit Agreement dated as of [    ] (as amended,  supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and the Bank of Nova Scotia,  as the Lender, and other each lender from time to time party thereto.                Pursuant  to  the  provisions  of  Section 2.17  of  the  Revolving  Credit  Agreement,  the  undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any  Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank”  within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the  Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign  corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished the Borrower with a certificate of its non-U.S. Person status  on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that  (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the  Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed  and currently effective certificate in either the calendar year in which each payment is to be made to the  undersigned, or in either of the two calendar years preceding such payments.                Unless otherwise defined herein, terms defined in the Revolving Credit Agreement and  used herein shall have the meanings given to them in the Revolving Credit Agreement.   [NAME OF LENDER]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]                                                                                                                                            





 






                                                                                                                        EXHIBIT D-2                                                                                                                                FORM OF                          U.S. TAX COMPLIANCE CERTIFICATE         (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Revolving Credit Agreement dated as of [    ] (as amended,  supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and the Bank of Nova Scotia,  as the Lender, and other each lender from time to time party thereto.                Pursuant  to  the  provisions  of  Section 2.17  of  the  Revolving  Credit  Agreement,  the  undersigned  hereby  certifies  that  (i) it  is  the  sole  record  owner  of  the  Loan(s)  (as  well  as  any  Note(s)  evidencing  such  Loan(s))  in  respect  of  which  it  is  providing  this  certificate,  (ii) its  direct  or  indirect  partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such  Loan(s)), (iii) with respect to the extension of credit pursuant to this Revolving Credit Agreement or any  other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank”  extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business  within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members  is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and  (v) none  of  its  direct  or  indirect  partners/members  is  a  “controlled  foreign  corporation”  related  to  the  Borrower as described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished the Borrower with IRS Form W-8IMY accompanied by one  of the following forms from each of its partners/members that is claiming the portfolio interest exemption:  (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS  Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is  claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if  the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower,  and  (2) the  undersigned  shall  have  at  all  times  furnished  the  Borrower  with  a  properly  completed  and  currently  effective  certificate  in  either  the  calendar  year  in  which  each  payment  is  to  be  made  to  the  undersigned, or in either of the two calendar years preceding such payments.                Unless otherwise defined herein, terms defined in the Revolving Credit Agreement and  used herein shall have the meanings given to them in the Revolving Credit Agreement.   [NAME OF LENDER]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]