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                                                                           Exhibit 10(d)                                                                         Execution Version                                                                                                    $50,000,000                                                                                                                      REVOLVING CREDIT AGREEMENT                                                                              dated as of March 12, 2020                                           among                                PPL CAPITAL FUNDING, INC.,                                      as the Borrower,                                                                                PPL CORPORATION,                                     as the Guarantor,                                                                           THE BANK OF NOVA SCOTIA,                                       as the Lender,                                                                                         and                                                                           THE BANK OF NOVA SCOTIA,                          as Sole Lead Arranger and Sole Bookrunner                                                                                                                                    AmericasActive:14409765.7 





 






                                                                                                                             TABLE OF CONTENTS                                                                                                               Page                 ARTICLE I       DEFINITIONS ........................................................................................................... 1         Section 1.01    Definitions ..................................................................................................... 1         Section 1.02    Divisions....................................................................................................... 11  ARTICLE II      THE CREDITS .......................................................................................................... 11         Section 2.01    Reserved ....................................................................................................... 11         Section 2.02    Revolving Loans .......................................................................................... 11         Section 2.03    Borrowing Requests ..................................................................................... 11         Section 2.04    Funding of Revolving Loans ........................................................................ 12         Section 2.05     Noteless Agreement; Evidence of Indebtedness .......................................... 12         Section 2.06    Interest Rates ................................................................................................ 12         Section 2.07    Fees .............................................................................................................. 14         Section 2.08    Maturity of Loans; Mandatory Prepayments ................................................ 14         Section 2.09    Optional Prepayments and Repayments ....................................................... 15         Section 2.10    Payments by the Borrower ........................................................................... 15         Section 2.11     Funding Losses ............................................................................................. 15         Section 2.12    Computation of Interest and Fees ................................................................. 15         Section 2.13    Basis for Determining Interest Rate Inadequate, Unfair or Unavailable ...... 15         Section 2.14    Illegality ....................................................................................................... 17         Section 2.15    Increased Cost and Reduced Return ............................................................. 17         Section 2.16    Taxes ............................................................................................................ 18         Section 2.17    Base Rate Loans Substituted for Affected Euro-Dollar Loans..................... 20         Section 2.18    Adjustments to the Maximum Facility Amount ........................................... 21         Section 2.19    Termination of the Facility ........................................................................... 21  ARTICLE III     LETTERS OF CREDIT ............................................................................................ 22         Section 3.01    Letters of Credit ........................................................................................... 22         Section 3.02    Method of Issuance of Letters of Credit ....................................................... 22         Section 3.03    Conditions to Issuance of Letters of Credit .................................................. 22         Section 3.04    Drawings under Letters of Credit ................................................................. 22         Section 3.05    Reimbursement Obligations ......................................................................... 23         Section 3.06    Reliance ........................................................................................................ 23         Section 3.07    Obligations in Respect of Letters of Credit Unconditional .......................... 23         Section 3.08    Indemnification in Respect of Letters of Credit ........................................... 24         Section 3.09    ISP98 ............................................................................................................ 25                 





 






                                                                                                                             TABLE OF CONTENTS                                        (continued)                                                                                   Page                ARTICLE IV      CONDITIONS .......................................................................................................... 25         Section 4.01    Conditions to Closing ................................................................................... 25         Section 4.02    Conditions to All Credit Events ................................................................... 26  ARTICLE V       REPRESENTATIONS AND WARRANTIES ......................................................... 26         Section 5.01    Status ............................................................................................................ 26         Section 5.02    Authority; No Conflict ................................................................................. 26         Section 5.03    Legality; Etc. ................................................................................................ 27         Section 5.04    Financial Condition ...................................................................................... 27         Section 5.05    Litigation ...................................................................................................... 27         Section 5.06    No Violation ................................................................................................. 27         Section 5.07    ERISA .......................................................................................................... 27         Section 5.08    Governmental Approvals ............................................................................. 28         Section 5.09    Investment Company Act ............................................................................. 28         Section 5.10    Tax Returns and Payments ........................................................................... 28         Section 5.11    Compliance with Laws ................................................................................. 28         Section 5.12    No Default .................................................................................................... 28         Section 5.13    Environmental Matters ................................................................................. 28         Section 5.14    Material Subsidiaries and Ownership. .......................................................... 29         Section 5.15    OFAC ........................................................................................................... 29  ARTICLE VI      COVENANTS ........................................................................................................... 30         Section 6.01    Information ................................................................................................... 30         Section 6.02    Maintenance of Insurance ............................................................................ 31         Section 6.03    Conduct of Business and Maintenance of Existence .................................... 31         Section 6.04    Compliance with Laws, Etc. ......................................................................... 31         Section 6.05    Books and Records ....................................................................................... 32          Section 6.06    Use of Proceeds ............................................................................................ 32         Section 6.07    Merger or Consolidation .............................................................................. 32         Section 6.08    Asset Sales.................................................................................................... 32         Section 6.09    Consolidated Debt to Consolidated Capitalization Ratio ............................. 32  ARTICLE VII     DEFAULTS .............................................................................................................. 33         Section 7.01    Events of Default .......................................................................................... 33  ARTICLE VIII    MISCELLANEOUS .................................................................................................. 34         Section 8.01    Notices .......................................................................................................... 34                  





 






                                                                                                                             TABLE OF CONTENTS                                        (continued)                                                                                   Page         Section 8.02    No Waivers; Non-Exclusive Remedies ........................................................ 35         Section 8.03    Expenses; Indemnification ........................................................................... 35         Section 8.04    Amendments and Waivers ............................................................................ 36         Section 8.05    Successors and Assigns ................................................................................ 37         Section 8.06    Governing Law; Submission to Jurisdiction ................................................ 37         Section 8.07    Counterparts; Integration; Effectiveness ...................................................... 37         Section 8.08    Generally Accepted Accounting Principles .................................................. 37         Section 8.09    Usage ............................................................................................................ 37         Section 8.10    WAIVER OF JURY TRIAL ........................................................................ 38         Section 8.11    Confidentiality .............................................................................................. 39         Section 8.12    USA PATRIOT Act Notice .......................................................................... 39         Section 8.13    No Fiduciary Duty ........................................................................................ 39         Section 8.14    Interest rate Limitation ................................................................................. 40         Section 8.15    Severability ................................................................................................... 40         Section 8.16    Headings ....................................................................................................... 40  ARTICLE IX      GUARANTY ............................................................................................................ 40          Section 9.01    Guaranty ....................................................................................................... 40         Section 9.02    Guaranty Unconditional ............................................................................... 40         Section 9.03    Discharge Only Upon Payment in Full; Reinstatement in Certain                         Circumstances .............................................................................................. 41         Section 9.04    Waiver by Guarantor .................................................................................... 41         Section 9.05    Subrogation .................................................................................................. 41         Section 9.06    Stay of Acceleration ..................................................................................... 41         Section 9.07    Continuing Guaranty .................................................................................... 42         Section 9.08    Default Payments by Borrower .................................................................... 42                   





 






                                                                                             Schedule:                Schedule 5.14   -   Material Subsidiaries   Exhibits:                Exhibit A-1     -  Form of Borrowing Request  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       -  Forms of Opinion of Counsel for the Loan Parties   Exhibit D       -  U.S. Tax Compliance Certificate  Exhibit E       -  Form of Request for an Adjustment   Annex:    Annex I         -   Lender Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 v                  





 






                                                                                                 REVOLVING     CREDIT  AGREEMENT     (this  “Agreement”)  dated  as of March  12, 2020 is  entered into among PPL CAPITAL FUNDING, INC., a Delaware corporation (the “Borrower”), PPL  CORPORATION, a Pennsylvania corporation (the “Guarantor”) and THE BANK OF NOVA SCOTIA,  as the Lender. The parties hereto agree as follows:                                                      RECITALS                The Loan Parties (as hereinafter defined) have requested that the Lender provides a revolving  credit facility in an aggregate principal amount 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:                                                       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.                       “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.                       “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.                       “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 the Lender’s office located at its address set forth on Annex  I, or such other office as the Lender may hereafter designate by notice to the Borrower.                       “Applicable Percentage” means, for purposes of calculating (i) the applicable interest rate margin  for any day for any Base Rate Loans, 0.00% per annum, (ii) the applicable interest rate margin for any  day for Euro-Dollar Loans, 0.65% per annum, or (iii) the applicable rate for the Letter of Credit Fee for  any day for purposes of Section 2.07(a), 0.65% per annum.                “Arranger”  means  The  Bank  of  Nova  Scotia  in  its  capacity  as  sole  lead  arranger  and  sole  bookrunner.                       “Asset Sale” means any sale of any assets, including by way of the sale by the Guarantor or any  of its Subsidiaries of equity interests in such Subsidiaries.                       “Authorized Officer” means the president, the chief operating officer, the chief financial officer,  the chief accounting officer, any vice president, the treasurer, the assistant treasurer or the controller of  the  applicable Loan  Party or  such  other  individuals  reasonably  acceptable  to  the Lender as  may  be  designated in writing by the Borrower from time to time.                                             1                               





 






                                                                                                            “Available Loan Amount” means the Maximum Facility Amount minus the aggregate Principal   Obligations for all Loans.                        “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 fluctuating per annum rate of interest equal to the highest of (i)  the Federal Funds Rate plus 0.5%, (ii) the Prime Rate, and (iii) the Adjusted London Interbank Offered Rate  for a Euro-Dollar Loan with an Interest Period of one month commencing on such day plus 100 basis points  (1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business  on the day such change occurs.                        “Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.                        “Base Rate Loan” means a Loan in respect of which interest is computed on the basis of the Base   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 without giving effect to any third party credit enhancement except for a guaranty of the   Guarantor (it being understood that all of the Borrower’s long term debt is Guaranteed by the Guarantor).                        “Borrowing” means a group of Loans of a single Type made by the Lender on a single date and,   in the case of a Euro-Dollar Borrowing, having a single Interest Period.                  “Borrowing Request” has the meaning set forth in Section 2.03.                        “Business Day” means any day other than a Saturday or Sunday or a legal holiday on which   commercial banks are authorized or required to be closed for business in New York, New York and if the   applicable Business Day relates to any Euro-Dollar Loan, such day must also be a day on which dealings   are carried on in the London interbank market.                        “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 the Guarantor or its successors or (ii) the failure at any time of the Guarantor   or its successors to own 80% or more of the outstanding shares of the Voting Stock in the Borrower.                  “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by                                              2                               





 






                                                                                           net income (however denominated) or that are franchise Taxes or branch profits Taxes.                       “Consolidated Capitalization” means 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  shareowners’ equity (determined in accordance with GAAP) of the common, preference and preferred  shareowners of the Guarantor and minority interests recorded on the Guarantor’s consolidated financial  statements (excluding from shareowners’ 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 Guarantor 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  Guarantor, Consolidated  Debt of the  Guarantor shall  exclude Non  Recourse  Debt and Consolidated  Capitalization of the  Guarantor shall  exclude  that  portion  of  shareowners’ equity attributable to assets securing Non Recourse Debt.                       “Consolidated  Debt”  means  the  consolidated Debt of the  Guarantor 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 Guarantor and its Consolidated Subsidiaries,  and  (b) Consolidated  Debt shall  exclude  (i) Hybrid  Securities of the  Guarantor 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.                       “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.                 “Debt” of any Person means, without duplication, (i) a l l  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  $50,000,000 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.                                                           3                               





 






                                                                                                 “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other  liquidation,  conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors,  moratorium,  rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States  or other applicable jurisdictions from time to time in effect.                       “Default” means any Event of Default or any other condition or event which with the giving of  notice or lapse of time or both would, unless cured or waived, become an Event of Default.                       “Dollars” and the sign “$” means lawful money of the United States of America.                “Effective Date” means the date on which the Lender determines that the conditions specified in  or pursuant to Section 4.01 have been satisfied.                       “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 Guarantor or any  of its Subsidiaries which arise under Environmental Laws.                        “Equity-Linked  Securities”  means  any  securities  of the  Guarantor or  any  of  its Subsidiaries  which are convertible into, or exchangeable for, equity securities of the Guarantor or such Subsidiary,  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 Guarantor or any of its Subsidiaries.                “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any  successor statute.                       “ERISA  Group”  means  each  of  the Loan  Parties and  all  members  of  a  controlled  group  of  corporations and all trades or businesses (whether or not incorporated) under common control which,  together with each of the Loan Parties, are treated as a single employer under Section 414(b) or (c) of the  Internal Revenue Code.                “Euro-Dollar Borrowing” means a Borrowing comprised of Euro-Dollar Loans.                       “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 Borrowing Request or Notice of  Conversion/Continuation.                       “Euro-Dollar Reserve Percentage” of the Lender for the Interest Period of any Euro-Dollar Loan  means the maximum percentage in effect on such day, (i) as prescribed by the Board of Governors of the  Federal  Reserve  System (or  any  successor)  for  determining  the  reserve  requirements  (including  supplemental,  marginal  and  emergency  reserve  requirements)  with  respect  to  eurocurrency  funding  (currently referred to as “Eurocurrency Liabilities”); and (ii) to be maintained by the Lender as required                                             4                               





 






                                                                                           for reserve liquidity, special deposit, or similar purpose by any governmental or monetary authority of  any country or political subdivision thereof (including any central bank), against (A) any category of  liabilities  that  includes  deposits  by  reference  to  which  a London  Interbank  Offered  Rate is  to  be  determined, or (B) any category of extension of credit or other assets that includes Loans or Groups of  Loans to which a London Interbank Offered Rate applies. 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.                “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  and  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.                       “Federal Funds Rate” means for any day the rate per annum (based on a year of 360 days and  actual days elapsed and rounded upward, if necessary, to the nearest 1/100 of 1%) announced by the  Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the  rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading  day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the  same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as  the “Federal Funds Effective Rate” as of the Effective Date; provided, if such Federal Reserve Bank (or  its successor) does not announce such rate on any day, the “Federal Funds Rate” for such day shall be the  Federal Funds Rate for the last day on which such rate was announced.                       “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 2.13 or 2.17, 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.                                            5                               





 






                                                                                                                 “Guarantor” has the meaning set forth in the introductory paragraph hereto.                   “Guaranty” means the guaranty of the Guarantor set forth in Article IX.                 “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 any of the Loan Parties, 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 Guarantor 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 Guarantor or a Subsidiary of the Guarantor, 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 8.03(b).         “Interest Period” means with respect to each Euro-Dollar Loan, a period commencing on the date  of borrowing specified in the applicable Borrowing Request 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 clause (iii) 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.                “Lender” means The Bank of Nova Scotia.                “Letter of Credit” means any letter of credit issued under this Agreement by the Lender on or  after the Effective Date.                       “Letter of Credit Fee” has the meaning set forth in Section 2.07(a).                       “Letter of Credit Liabilities” means the sum 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.                                            6                               





 






                                                                                                                “Letter of Credit Request” has the meaning set forth in Section 3.02.                “LIBOR Successor Rate” shall have the meaning specified in Section 2.13.                “LIBOR Successor Rate Conforming Changes” shall have the meaning specified in Section 2.13.                       “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 or a Euro-Dollar Loan, and “Loans” means any combination of  the foregoing.                       “Loan Documents” means this Agreement and the Notes.                 “Loan Parties” means the Borrower and the Guarantor.                “London Interbank Offered Rate” means for any Euro-Dollar Loan for any Interest Period, the  rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that  displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit  market), or the rate which is quoted by another source selected by the Lender which has been approved  by the British Bankers’ Association as an authorized information vendor for the purpose of displaying  rates at which US dollar deposits are offered by leading banks in the London interbank deposit market  (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two  (2) Business Days prior to the commencement of such Interest Period as the London interbank offered  rate for Dollars for an amount comparable to such Euro-Dollar Loan and having a borrowing date and a  maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist  a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement  rate determined by the Lender at such time (which determination shall be conclusive absent manifest  error)).                “Margin Stock” means “margin stock” as such term is defined in Regulation U.                “Material  Adverse  Effect”  means  (i)  any  material  adverse  effect  upon  the  business,  assets,  financial condition or operations of the Guarantor or the Guarantor and its Subsidiaries, taken as a whole;  (ii) a material adverse effect on the ability of the Loan Parties taken as a whole to perform their 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  any Loan  Party in  a  principal  or  face  amount exceeding $50,000,000.                “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.                       “Material Subsidiary” means each Subsidiary of the Guarantor listed on Schedule 5.14 and each  other Subsidiary of the Guarantor designated by the Guarantor as a “Material Subsidiary” in writing to  the Lender, in either case, for so long as such Material Subsidiary shall be a Wholly Owned Subsidiary  of the Guarantor.                                            7                               





 






                                                                                                            “Maximum Facility Amount” means $50,000,000.                        “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 Lender 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.                        “Note” means a promissory note, substantially in the form of Exhibit B hereto, issued at the request   of the Lender evidencing the obligation of the Borrower to repay outstanding Revolving Loans.                  “Notice of Conversion/Continuation” has the meaning set forth in Section 2.06(d)(ii).                   “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 Lender as to which the Lender has a right to reimbursement         under Section 8.03(a) hereof or under any other similar provision of any other Loan Document;                               (iv)   all amounts paid by any Indemnitee as to which such Indemnitee has the right to         reimbursement under Section 8.03 hereof or under any other similar provision of any other Loan         Document; and                               (v)    in the case of each of clauses (i) through (iv) above, together with all renewals,         modifications, consolidations or extensions thereof.                        “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.                   “Optional Adjustment” shall have the meaning set forth in Section 2.18.                  “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).                                                      8                               





 






                                                                                                 “Other Taxes” has the meaning set forth in Section 2.16(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 Guarantor or any Subsidiary of the Guarantor as of the Effective 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.                       “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 interest rate per annum announced from time to time by the Lender at  the main banking office of the Lender in New York, New York as its then prime rate, which rate may not  be the lowest or most favorable rate then being charged commercial borrowers or others by the Lender.  Any change in the Prime Rate shall take effect at the opening of business on the day such change is  announced.                       “Public Reporting Company” means a company subject to the periodic reporting requirements of  the Securities and Exchange Act of 1934.                “Principal  Obligations”  means the sum  of  the  aggregate  outstanding  principal  amount  of  the  Loans.                       “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 8.05(b).                       “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  Lender pursuant to Section 3.05 for amounts paid by the Lender in respect of drawings under Letters of  Credit.                “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,  directors, officers, employees, trustees, administrators, managers, agents, representatives and advisors of  such Person and of such Person’s Affiliates.                                                     9                               





 






                                                                                                   “Revolving”  means,  when  used  with  respect  to  (i)  a Borrowing,  a Borrowing made  by  the   Borrower under Section 2.02, as identified in the Borrowing Request with respect thereto, and (ii) a Loan,   a Loan made  under Section 3.01; 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 the  Lender,  the  sum  of  (i)  the   aggregate principal amount of the Lender’s outstanding Revolving Loans plus (ii) the aggregate amount   of the Lender’s Letter of Credit Liabilities.                        “Revolving Outstandings Excess” has the meaning set forth in Section 2.08.                  “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 Lender may select.                  “Sanctioned Country” means a country or territory that is, or whose government is, the subject of  comprehensive territorial Sanctions (currently, Cuba, Iran, North Korea, Sudan, and Syria).                        “Sanctioned Person” means a Person that is, or is owned or controlled by Persons that are, (i) the   subject of any Sanctions, or (ii) located, organized or resident in a Sanctioned Country.                  “Sanctions” means sanctions administered or enforced by OFAC, the U.S. State Department, the   European Union, any European Union member state, Her Majesty's Treasury of the United Kingdom or   any other applicable sanctions authority.                  “Scheduled Unavailability Date” shall have the meaning specified in Section 2.13.                  “SEC” means the Securities and Exchange Commission.                        “Subsidiary” of a Person means any Corporation, a majority of the outstanding Voting Stock of   which is owned, directly or indirectly, by such Person or one or more Subsidiaries of such Person. Unless   otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary   or Subsidiaries of the Borrower.                        “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 2.16(a).                        “Termination Date” means March 10, 2021.                        “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.                        “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                                            10                               





 






                                                                                           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.                       “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.                        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.                                                       ARTICLE II                                      THE CREDITS                         Section 2.01 Reserved.                          Section 2.02 Revolving Loans. Subject to the terms and conditions herein set forth, on any  Business Day during the Availability Period, the Lender may, in its sole discretion, make Loans to the  Borrower in an aggregate principal amount at any one time outstanding up to the Maximum Facility  Amount less the sum of all outstanding Letter of Credit Liabilities; provided that, after making any such  Loans the Principal Obligations shall not exceed the Available Loan Amount. Subject to the foregoing  limitation and the other terms and conditions hereof, the Borrower may borrow, repay without penalty or  premium, and re-borrow hereunder, during the Availability Period.                         Section 2.03 Borrowing Requests. The Lender agrees, on the terms and conditions set forth in  this Agreement, to consider requests for Borrowings from the Borrower. The Borrower shall give the  Lender notice  which  notice  may  be  in writing or  by  telephone  immediately  confirmed  in writing  substantially in the form of Exhibit A-1 hereto (a “Borrowing Request”, it being understood that the  Lender may rely on the authority of any individual making any such a telephonic request without the  necessity of receipt of such written confirmation) not later than (a) 11:30 A.M. (New York time) on the  date of each Base Rate Borrowing and (b) 12:00 Noon (New York, New York time) on the third Business  Day (or, solely with respect to any Euro-Dollar Borrowing to be made on the first Business Day after the  Effective Date, one 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;                                                          11                               





 






                                                                                                          (iii)  the initial Type of the Loans comprising such Borrowing; and                               (iv)   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.                        Section 2.04  Funding of Revolving Loans. Not later than (a) 1:00 P.M. (New York, New York  time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York, New York time) on the date  of each Euro- Dollar Borrowing, the Lender shall make available such Borrowing, in Federal or other funds  immediately available in New York, New York to the Borrower.                         Section 2.05  Noteless Agreement; Evidence of Indebtedness.                        (a)    The Lender shall maintain in accordance with its usual practice an account or accounts   evidencing the indebtedness of the Borrower to the Lender resulting from each Loan made by the Lender   from time to time, including the amounts of principal and interest payable and paid to the Lender from   time to time hereunder.                  (b)    The Lender shall also maintain accounts in which it will record (i) the amount of each   Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (ii) the amount   of any principal or interest due and payable or to become due and payable from the Borrower to the Lender   hereunder and (iii) the amount of any sum received by the Lender hereunder from the Borrower.                        (c)    The entries maintained in the accounts maintained pursuant to subsections (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 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)    The  Lender may  request  that  its Loans be  evidenced  by  a Note.  In  such  event,  the   Borrower shall prepare, execute and deliver to the Lender a Note payable to the order of the Lender.   Thereafter, the Loans evidenced by such Note and interest thereon shall at all times be represented by one   or more Notes payable to the order of the payee named therein, except to the extent that any the Lender   subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced   as described in subsections (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 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. Such interest shall, in each case, be payable quarterly in arrears on each   Quarterly Date and, with respect to the principal amount of any Base Rate Loan converted to a Euro-   Dollar Loan, on the date such Base Rate Loan is so converted. Any overdue principal of or interest beyond                                             12                               





 






                                                                                           any period of grace contemplated in Section 7.01(b) 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.                       (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  beyond  any  period  of grace  contemplated in Section 7.01(b) 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 2.13 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        Borrowing Request. 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 $5,000,000 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 $5,000,000 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 2.17.                              (ii)   The Borrower shall  deliver  a  written  notice  of  each  such  conversion  or        continuation (a “Notice of Conversion/Continuation”) to the Lender no later than (A) 12:00        Noon (New York, New York 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. (New        York, New York 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. .                       (e)    Determination and Notice of Interest Rates. The Lender shall determine each interest rate  applicable to the Loans hereunder. The Lender shall give prompt notice to the Borrower of each rate of  interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.                                            13                               





 






                                                                                           Any notice with respect to Euro-Dollar Loans shall, without the necessity of the Lender 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 Lender shall give prompt notice to the Borrower 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)    Letter of Credit Fees. The Borrower shall pay to the Lender 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 Lender. Any overdue Letter of  Credit Fees beyond any period of grace contemplated in Section 7.01(b) 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 the Letter of Credit Fees for such day. In addition, the Borrower agrees to pay to the 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 the  Lender is customarily charging for issuances of, payments under, or amendments to letters of credit issued  by it.                       (b)    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  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        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 2.08(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 equal  to  such Revolving        Outstandings  Excess.  If,  at  a  time  when  a Revolving  Outstandings  Excess exists  and  (x)  no        Revolving 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 Lender pursuant to a cash collateral agreement in form and substance satisfactory        to the Lender 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        2.08(a)(ii).                                           14                               





 






                                                                                                                (b)    Applications of Prepayments and Reductions.                              (i)    Each payment or prepayment of Loans pursuant to this Section 2.08 shall be        applied to the respective Loans of the Lender.                              (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 Lender).                       Section 2.09  Optional Prepayments and Repayments.                       (a)    Prepayments of Loans. Subject to Section 2.13, the Borrower may (i) upon at least one  (1) Business Days’ notice to the Lender, prepay any Base Rate Borrowing or (ii) upon at least three (3)  Business Days’ notice to the Lender, prepay any Euro-Dollar Borrowing, in each case in whole at any  time, or from time to time in part in amounts aggregating $5,000,000 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 the Loans of the Lender  included in such Borrowing.                       Section 2.10  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 Lender) not later than 12:00 Noon (New York, New York time) on the date when due, without set- off, counterclaim or other deduction, in Federal or other funds immediately available in New York, New  York, to the Lender at its address referred to in Section 8.01. 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.                       Section 2.11 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 2.17 being treated as a payment of such Euro-Dollar  Loan on the date of conversion for purposes of this Section 2.11) 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);  provided, that the 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  2.12 Computation  of  Interest  and  Fees.  Interest  on Loans based  on  the Base  Rate  hereunder (other than pursuant to clause (iii) of the definition of “Base Rate”) 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 2.13 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 the Lender shall  determine  that  no  reasonable means exists for determining the Adjusted London Interbank Offered Rate, the Lender shall                                           15                               





 






                                                                                           forthwith give notice thereof to the Borrower, whereupon, until the Lender notifies the Borrower that the  circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lender 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 Lender at least two (2) 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. (New York, New York  time) on the date of) any Euro-Dollar Borrowing for which a Borrowing Request has previously been  given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate  Borrowing.                Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the  Lender determines  (which  determination  shall  be  conclusive  absent  manifest error),  or  the Borrower  notifies the Lender that the Borrower has determined, that: (i) the circumstances set forth in Section 2.13  have occurred and such circumstances are unlikely to be temporary; (ii) the administrator of the London  Interbank Offered Rate or a Governmental Authority having jurisdiction over the Lender 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 newly originated loans in  the  U.S.  syndicated loan market  in  the  applicable  currency,  then,  reasonably  promptly  after  such  determination by the Lender or receipt by the Lender of such notice, as applicable, the Lender 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 Lender  shall  have  posted  such  proposed  amendment  to the Borrower.  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 Lender, such LIBOR Successor Rate shall be applied in a manner as  otherwise reasonably determined by the Lender.                 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 Lender will promptly so notify  each Borrower. Thereafter, (x) the obligation of the Lender 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 Lender with the consent of the Borrower, to reflect the  adoption of such LIBOR Successor Rate and to permit the administration thereof by the Lender in a  manner substantially consistent with market practice (or, if the Lender determines that adoption of any                                            16                               





 






                                                                                           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  Lender.                       Section 2.14  Illegality.  If, on or after the Effective 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 the 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 make it unlawful or impossible for the Lender (or its Applicable Lending  Office) to make, maintain or fund its Euro-Dollar Loans and the Lender shall give notice thereof to the  Borrower, whereupon until the Lender notifies the Borrower that the circumstances giving rise to such  suspension  no  longer  exist,  the  obligation  of the  Lender to  make Euro-Dollar  Loans,  or  to  convert  outstanding Loans into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Lender  pursuant  to  this Section, the  Lender shall  designate  a  different Applicable  Lending  Office if  such  designation will avoid the need for giving such notice and will not, in the judgment of the Lender, be  otherwise disadvantageous to the Lender. If such notice is given, each Euro-Dollar Loan of the Lender  then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current  Interest Period applicable to such Euro-Dollar Loan if the Lender may lawfully continue to maintain and  fund such Loan to such day or (b) immediately if the Lender shall determine that it may not lawfully  continue to maintain and fund such Loan to such day.                       Section 2.15  Increased Cost and Reduced Return.                       (a)    Increased Costs. If after the Effective 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 the  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 (i) 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, the Lender (or its  Applicable Lending Office), (ii) subject the Lender to any tax of any kind whatsoever with respect to this  Agreement, any Letter of Credit, any participation in a Letter of Credit or any Euro-Dollar Loan made by  it, or change the basis of taxation of payments to the Lender in respect thereof (other than (A) Taxes, (B)  Other Taxes and (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 2.16(a), (D) Connection Income Taxes, and (E) Taxes  attributable to a Lender’s failure to comply with Section 2.16(e)) and or (iii) impose on the 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 the 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 the Lender (or its Applicable Lending Office) under this Agreement or  under  its  Notes  with  respect  thereto,  then,  within  fifteen  (15)  days  after  demand  by the  Lender, the  Borrower shall pay to the Lender such additional amount or amounts, as determined by the Lender in  good faith, as will compensate the 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.                       (b)    Capital Adequacy. If the Lender shall have determined that, after the Effective Date, the                                            17                               





 






                                                                                           adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity, 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 the  Lender (or  any Person controlling the  Lender)  as  a  consequence of the Lender’s obligations hereunder to a level below that which the Lender (or any Person  controlling the 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 the Lender, the Borrower shall pay to the Lender such additional amount or  amounts as will compensate the Lender (or any Person controlling the 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. The  Lender will promptly  notify the Borrower of  any  event  of  which  it  has  knowledge, occurring after the Effective Date, that will entitle the 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 the Lender, be  otherwise disadvantageous to the Lender. A certificate of the 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, the Lender may use any  reasonable averaging and attribution methods.                       (d)    Notwithstanding anything to the contrary herein, (x) the Dodd-Frank Wall Street Reform  and Consumer  Protection  Act and  all  requests,  rules,  guidelines  or  directives  thereunder  or  issued  in  connection  therewith,  (y)  all  requests,  rules,  guidelines  or  directives  promulgated  by  the Bank  for  International  Settlements,  the  Basel  Committee  on Banking  Supervision (or  any  successor  or  similar  authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall  in each case be deemed to be a “change in law” under this Article II regardless of the date enacted, adopted  or issued and (z) except as may be provided in Section 2.15(a), the Lender shall not be entitled to assert  any claim under this Section 2.15 in respect of or attributable to taxes.                       Section 2.16  Taxes.                       (a)    Payments Net of Certain Taxes. Any and all payments made by or on account of any  Loan Party to or for the account of the Lender 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, 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, (ii) in the case of the Lender, any United States withholding tax imposed on such payments, but  only to the extent that the Lender is subject to United States withholding tax at the time the 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 the Lender, 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 any Loan Party 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 the Lender, (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  2.16(a)) the Lender receives an amount equal to the sum it would have received had no such deductions                                           18                               





 






                                                                                           been made, (ii) such Loan Party shall make such deductions, (iii) such Loan Party shall pay the full amount  deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv)  such Loan Party shall deliver to the Lender the original or a certified copy of a receipt evidencing payment  thereof.                       (b)    Other Taxes. In addition, each Loan Party agrees to pay any and all present or future  stamp or court 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, performance, registration or enforcement of, or otherwise with respect to,  this Agreement, any Note or any other Loan Document (collectively, “Other Taxes”).                       (c)    Indemnification. Each Loan Party agrees to jointly and severally indemnify the Lender  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 2.16(c)), whether or not  correctly  or  legally  asserted,  paid  by the  Lender and  any  liability  (including penalties,  interest  and  expenses) arising therefrom or with respect thereto as certified in good faith to the Borrower by the Lender  seeking indemnification pursuant to this Section 2.16(c). This indemnification shall be paid within 15  days after the Lender makes demand therefor.                       (d)    Refunds  or  Credits.  If the Lender receives  a  refund,  credit  or  other  reduction  from  a  taxation authority for any Taxes or Other Taxes for which it has been indemnified by any Loan Party or  with respect to which any Loan Party has paid additional amounts pursuant to this Section 2.16, 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 Loan Parties under this Section 2.16 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 the Lender and without  interest (other than interest paid by the relevant taxation authority with respect to such refund, credit or  other reduction); provided, however, that each Loan Party agrees to repay, upon the request of the Lender,  the amount paid over to the Borrower (plus penalties, interest or other charges) to the Lender in the event  the Lender is required to repay such refund or credit to such taxation authority.                (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, at 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                                           19                               





 






                                                                                           “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 Lender changes its Applicable 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  2.16(e).                (g)    Mitigation. If any Loan Party is required to pay additional amounts to or for the account  of the  Lender pursuant  to this Section  2.16,  then the  Lender will use  reasonable  efforts  (which  shall  include efforts to rebook the Revolving Loans held by the Lender to a new Applicable Lending Office, or  through another branch or affiliate of the Lender) to change the jurisdiction of its Applicable Lending  Office if, in the good faith judgment of the 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 the Lender, to the Lender.  The Lender claiming any indemnity payment or additional amounts payable pursuant to this Section shall  use  reasonable  efforts  (consistent  with  legal  and  regulatory  restrictions)  to  deliver  to Borrower 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 the Lender, be otherwise disadvantageous to the Lender.                (h)    Confidentiality.  Nothing contained  in  this Section shall  require the  Lender to  make  available any of its tax returns (or any other information that it deems to be confidential or proprietary).                                                           20                               





 






                                                                                                 Section 2.17 Base Rate Loans Substituted for Affected Euro-Dollar Loans.  If (a) the obligation  of the  Lender to  make  or  maintain,  or  to  convert  outstanding Loans to, Euro-Dollar  Loans has  been  suspended pursuant to Section 2.13 or (b) the Lender has demanded compensation under Section 2.15(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 the Lender, have elected that the provisions of this Section shall apply to the Lender,  then,  unless  and  until the  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 the 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 Lender;)        and                              (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 the 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.                       Section 2.18  Adjustments to the Maximum Facility Amount.                       (a)    Subject to the terms and conditions of this Agreement, the Borrower may, during the  Availability Period by delivering to the Lender a Request for an Adjustment in the form of Exhibit E,  request  an  increase  or  decrease  to  the Maximum  Facility  Amount  (each  an “Optional  Adjustment”);  provided that  the  Borrower  may  not  request  any adjustment after  the  occurrence  and  during  the  continuance of a Default.                       (b)    As a condition precedent to an Optional Adjustment, the Loan Parties shall deliver to the  Lender a certificate of the Loan Parties dated the effective date of the Optional Adjustment, signed by  Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party  approving or consenting to such Optional Adjustment 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, (ii) before and  after giving effect to the Optional Adjustment, (A) the representations and warranties contained in Article  V and the other Loan Documents are true and correct in all material respects (except to the extent any  such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in  which case, such representation and warranty shall be true and correct in all respects) on and as of the  effective date of the Optional Adjustment, except to the extent that such representations and warranties  specifically refer to an earlier date, in which case they were true and correct in all material respects (except  to the extent any such representation and warranty was qualified by materiality or reference to Material  Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as  of  such  earlier date,  and  (B)  that  no  Default  exists,  is  continuing,  or  would result  from  the Optional  Adjustment and (iii) any necessary governmental, regulatory and third party approvals required to approve  the Optional Increase, are attached thereto 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 Lender, materially adverse conditions upon the consummation of the  Optional Adjustment. Upon the request of the Lender, the Borrower shall prepare, execute and deliver to  such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d).                       Section 2.19 Termination of the Facility. Notwithstanding anything herein to the contrary, the  Lender may elect at any time, in its sole discretion, to terminate this Agreement (regardless of whether                                           21                               





 






                                                                                           any Event of Default has occurred or is continuing at the time the Lender elects to exercise such right).  Upon such termination, at the demand of the Lender, the Borrower will (i) pay in full all outstanding  loans, all interest accrued and unpaid thereon and all other amounts payable under this Agreement and  (ii) deposit in an account designated by and with the Lender, in the name of the Lender, in same day funds,  an  amount  equal  to  103%  of  the  aggregate  undrawn  stated  amounts  of  all  Letters  of  Credit  that  are  outstanding on such date.                                                                                       ARTICLE III                                   LETTERS OF CREDIT                       Section 3.01  Letters of Credit.                       (a)    The Lender agrees, on the terms and conditions set forth in this Agreement, to consider  requests from the Borrower or any of its Subsidiaries that the Lender (i) make Revolving Loans from time  to time on any business Day during the Availability Period or (ii) issue Letters of Credit from time to time  on any Business Day during the Availability Period 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 that are reasonably  acceptable to the Lender.                (b)    Notwithstanding  anything  to  the  contrary  set  forth  herein,  this Agreement is  not  a  commitment on the part of the Lender to make any Revolving Loan or issue any Letter of Credit but rather  sets  forth  the  procedures  to  be  used  in  connection  with  requests  from  the Borrower or  any  of  its  Subsidiaries for the Lender to issue Letters of Credit from time to time during the period from the Closing  Date until the Termination Date and, if the Lender issues any Letters of Credit hereunder, the Borrower’s  obligations to the Lender with respect thereto.                               Section 3.02 Method of Issuance of Letters of Credit.  The Borrower shall give the 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 Letter of Credit prior to 1:00 P.M. (New York, New York time) three Business  Days prior to the proposed date of the issuance or extension of Letters of Credit (which shall be a Business  Day) (or such shorter period as may be agreed by the 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 the Lender, the  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; provided, further, that a Letter of Credit may have a term extending or be so extendible  (whether by extension or at the time of issuance) beyond the fifth Business Day before the Termination  Date, so long as (A) such Letter of Credit is Cash Collateralized on the Termination Date and (B) the  stated expiry date is no more than one year from the date of issuance or extension thereof.. Promptly after  its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect  thereto or to the beneficiary thereof, the Lender will deliver to the Borrower a true and complete copy of                                            22                               





 






                                                                                           such Letter of Credit or amendment.                Section 3.03    Conditions to Issuance of Letters of Credit.  The issuance by the Lender of each  Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the  conditions  precedent  that (a) such Letter  of  Credit shall  be  satisfactory  in  form  and  substance  to the  Lender, and (b) 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 the Lender shall  have reasonably requested.                       Section 3.04 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 Lender shall determine in accordance  with the terms of such Letter of Credit whether such drawing should be honored. If the Lender determines  that any such drawing shall be honored, the 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 3.05 Reimbursement Obligations. The Borrower shall be irrevocably and unconditionally  obligated forthwith to reimburse the Lender for any amounts paid by the Lender upon any drawing under  any Letter of Credit, together with any and all reasonable charges and expenses which the 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 (a) at  or before 1:00 P.M. (New York, New York time) on the date the Lender notifies the Borrower of such  drawing, if such day is a Business Day and such notice is given at or before 10:00 A.M. (New York, New  York  time)  on  such  date or (b) at  or  before 10:00  A.M.  (New  York,  New  York  time)  on  the  next  succeeding Business Day, if such notice is given after 10:00 A.M. (New York, New York time) on a  Business Day or at any time on a day that is not a Business Day; provided, that no payment otherwise  required by this sentence to be made by the Borrower at or before 1:00 P.M. (New York, New York time)  on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Lender, in its  reasonable discretion, shall have been made by the Borrower at or before 1:00 P.M. (New York, New  York time) on such day and such payment is actually made at or before 3:00 P.M. (New York, New York  time) on such day. In addition, the Borrower agrees to pay to the Lender interest, payable on demand, on  any and all amounts not paid by the Borrower to the Lender when due under this Section 3.05, 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 3.05 shall be made to the Lender in Federal or other funds immediately available to it at its address  referred to Section 8.01.                       Section  3.06  Reliance.  Any  action  taken  or  omitted  to  be  taken  by the Lender under  or  in  connection with any Letter of Credit shall not create for the Lender any resulting liability if taken or  omitted  in  the  absence  of  gross  negligence  or  willful  misconduct. 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. 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 the 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                                           23                               





 






                                                                                           notified the Lender that such documents do not comply with the terms and conditions of the Letter of  Credit. The Lender shall be fully justified in refusing to take any action requested of it under this Section  in respect of any Letter of Credit. Notwithstanding any other provision of this Section, the 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 Lender, and such request and any action taken or  failure to act pursuant hereto shall be binding upon the Lender 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 the Lender that make such request.                                      Section 3.07 Obligations in Respect of Letters of Credit Unconditional. The obligations of the  Borrower under Section  3.05 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;                       (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), the 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 the Lender of a draft or certificate  that does not comply with the terms of such Letter of Credit; provided, that the 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 the Lender; or                       (g)    any other act or omission to act or delay of any kind by the 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 3.07 is intended to limit the right of the Borrower to make a claim against the  Lender for damages as contemplated by the proviso to the first sentence of Section 3.09.                       Section 3.08 Indemnification in Respect of Letters of Credit.  Neither the Lender nor its 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 3.07, 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)                                           24                               





 






                                                                                           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 the  Lender for any claims, damages, losses, liabilities, costs or expenses, and the Borrower shall have a claim  against the 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 the 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) the 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 3.08 is intended  to limit the obligations of the Borrower under any other provision of this Agreement.                       Section 3.09  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 the 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. The Lender 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 Lender 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).                       (b)    Notes. On or prior to the Effective Date, the Lender shall have received a duly executed  Note for the account of the Lender requesting delivery of a Note pursuant to Section 2.05.                       (c)    Officers’ Certificate. The Lender shall have received a certificate dated the Effective Date  signed on behalf of each Loan Party by any Authorized Officer of such Loan Party 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 such Loan Party 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.                       (d)    Secretary’s  Certificates.  On  the Effective  Date,  the Lender shall  have  received  (i)  a  certificate of the Secretary of State (or equivalent body) of the jurisdiction of incorporation dated as of a  recent date, as to the good standing of each Loan Party and (ii) a certificate of the Secretary or an Assistant  Secretary of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true,  correct and complete copy of (x) the articles 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, (B) as to the absence of dissolution or liquidation proceedings by or against such  Loan Party, (C) 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 the Loan  Documents to which such Loan Party 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 such Loan  Party executing the Loan Documents to which such Loan Party is a party or any other document delivered                                           25                               





 






                                                                                           in connection herewith or therewith.                       (e)    Opinions of Counsel. On the Effective Date, the Lender shall have received from counsel  to the Loan Parties, opinions addressed to the Lender, dated the Effective Date, substantially in the form  of Exhibit C hereto.                       (f)    Consents. All necessary governmental (domestic or foreign), regulatory and third party  approvals, if any, authorizing borrowings hereunder 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 Lender, materially adverse  conditions upon the consummation of such transactions; provided that any such approvals with respect to  increases in the Maximum Facility Amount as contemplated by Section 2.18 need not be obtained or  provided until Borrower makes any such election.                       (g)    Payment of Fees. All costs, fees and expenses due to the Arranger and the Lender accrued  through the Effective Date shall have been paid in full.                       (h)    Counsel Fees. The Lender shall have received full payment from the Borrower of the fees  and expenses of Winston & Strawn LLP described in Section 8.03 which are billed through the Effective  Date and which have been invoiced one Business Day prior to the Effective Date.                       Section 4.02 Conditions to All Credit Events.  The obligation of the Lender to consider any Credit  Event hereunder is subject to the satisfaction of the following conditions:                       (a)    receipt by the Lender of a Borrowing Request as required by Section 2.03, or receipt by  the Lender of a Letter of Credit Request as required by Section 3.02;                       (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 Loan  Parties 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 5.05, Section 5.13 and Section 5.14(a), 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  Loan Parties 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 Guarantor represents and warrants that, and as to the Borrower, the Borrower represents and  warrants that:                       Section 5.01 Status.  The Borrower is a corporation duly organized, validly existing and in good  standing under the laws of the State of Delaware and has the corporate authority to execute and deliver  this Agreement and each other Loan Document to which it is a party and perform its obligations hereunder  and thereunder. The Guarantor is a corporation duly organized, validly existing and in good standing                                           26                               





 






                                                                                           under the laws of the Commonwealth of Pennsylvania and has the corporate authority to execute and  deliver this Agreement and each other Loan Document to which it is a party and perform its obligations  hereunder and thereunder.                       Section 5.02 Authority; No Conflict. The execution, delivery and performance by each Loan Party  of this Agreement and each other Loan Document to which it is a party have been duly authorized by all  necessary corporate action and do not violate (i) any provision of law or regulation, or any decree, order,  writ or judgment, (ii) any provision of its articles of incorporation or bylaws, or (iii) result in the breach  of or constitute a default under any indenture or other agreement or instrument to which such Loan Party  is a party; provided that  any  election  to  increase  the  Maximum  Facility  Amount  as  contemplated  in  Section 2.18 shall require further authorization of each Loan Party’s governing body and may require  additional authorizations, consents or approvals from a Governmental Authority.                       Section 5.03 Legality; Etc. This Agreement and each other Loan Document (other than the Notes)  to which such Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party,  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 Guarantor and its  Consolidated Subsidiaries as of December 31, 2019 and the related consolidated statements of income  and cash flows for the fiscal year then ended, reported on by Deloitte & Touche LLP, copies of which  have been delivered to the Lender, fairly present, in conformity with GAAP, the consolidated financial  position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results  of operations and cash flows for such fiscal year.                       (b)    [Intentionally Omitted].                       (c)    Material Adverse Change. Since December 31, 2019 there has been no change in the  business, assets, financial condition or operations of the Guarantor and its Consolidated Subsidiaries,  considered as a whole that would materially and adversely affect the Guarantor’s ability to perform any  of its obligations under this Agreement, the Notes or the other Loan Documents. Since December 31,  2019 there has been no change in the business, assets, financial condition or operations of the Borrower  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 Litigation. Except as disclosed in or contemplated by the Guarantor’s Annual  Report  on Form 10-K filed with the SEC for the fiscal year ended December 31, 2019 or any subsequent report  of the Guarantor filed with the SEC on Form 10-K, 10-Q or 8-K, or as otherwise disclosed in writing to  the Lender prior to the Effective Date, no litigation, arbitration or administrative proceeding against the  Guarantor or any of its Subsidiaries is pending or, to the Guarantor’s knowledge, threatened, which would  reasonably be expected to materially and adversely affect the ability of any Loan Party 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 any Loan Party, threatened which  questions the validity of this Agreement or the other Loan Documents to which it is a party.                                                          27                               





 






                                                                                                 Section 5.06  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 5.07 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  5.08 Governmental  Approvals.  No  authorization,  consent  or  approval  from  any  Governmental Authority is required for the execution, delivery and performance by any Loan Party of  this Agreement,  the Notes and  the  other Loan  Documents to  which  it  is  a party and  except  such  authorizations, consents and approvals as shall have been obtained prior to the Effective Date and shall  be  in  full  force  and  effect; provided that  any  election  to  increase  the  Maximum  Facility  Amount  as  contemplated in Section 2.18 shall require further authorization of each Loan Party’s governing body and  may require additional authorizations, consents or approvals from a Governmental Authority.                       Section 5.09 Investment Company Act. Neither the Borrower nor the Guarantor is an “investment  company” within the meaning of the Investment Company Act of 1940, as amended.                       Section  5.10 Tax  Returns  and  Payments.  Each Loan  Party 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 such Loan Party 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.                       Section 5.11  Compliance with Laws.   (a) To the knowledge of the Guarantor, the Guarantor and  its Material  Subsidiaries are  in  compliance  with  all  applicable laws,  regulations  and  orders  of  any  Governmental Authority, domestic or foreign, in respect of the conduct of their respective businesses and  the ownership of their respective 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 (i) any alleged non-compliance is being contested in good faith by appropriate  proceedings or (ii) such non-compliance would not reasonably be expected to materially and adversely  affect the ability of the Loan Parties to perform any of their respective obligations under this Agreement,  the Notes or  any  other Loan  Document to  which  they  are  a party;  and (b) To  the  knowledge  of  the  Borrower,  the Borrower 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, except to the extent  (i) any alleged non-compliance is being contested in good faith by appropriate proceedings or (ii) such  non-compliance would not 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 any other Loan Document  to which it is a party.                                            28                               





 






                                                                                                                Section 5.12 No Default. No Default has occurred and is continuing.         Section 5.13 Environmental Matters.         (a)    Except (x) as disclosed in or contemplated by the Guarantor’s Annual Report on Form  10-K filed with the SEC for the fiscal year ended December 31, 2019, or in any subsequent report of  the Guarantor filed with the SEC on Form 10-K, 10-Q or 8-K or as otherwise disclosed in writing to the  Lender, or (y) to the extent that the liabilities of the Guarantor 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)  below of this Section 5.13(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 Guarantor or any of its Subsidiaries, no penalty has been assessed nor is any investigation        or review pending or, to the Guarantor’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        Guarantor or any of its Subsidiaries of or under any Environmental Law, (B) alleged failure by        the Guarantor 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 Guarantor’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 Guarantor or any of its Subsidiaries; and                              (iii)  no property now or previously owned, leased or operated by the Guarantor or        any of its Subsidiaries or, to the Guarantor’s or any of its Subsidiaries’ knowledge, any property        to  which the  Guarantor or  any  of  its Subsidiaries has,  directly  or  indirectly,  transported  or        arranged for the transportation of any Hazardous Substances, is listed or, to the Guarantor’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.                       (b)    Except as disclosed in or contemplated by the Guarantor’s Annual Report on Form 10-K  filed  with  the SEC for  the  fiscal  year  ended  December  31,  2019,  or  in  any  subsequent  report  of the  Guarantor filed with the SEC on Form 10-K, 10-Q or 8-K or otherwise disclosed in writing to the Lender,  to the  Guarantor’s  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 5.13,  the  terms  “the  Guarantor”  and  “Subsidiary”  shall  include any business or business entity (including a corporation) which is a predecessor, in whole or in  part, of the Guarantor or any of its Subsidiaries from the time such business or business entity became a  Subsidiary of the Guarantor.                       Section 5.14  Material Subsidiaries and Ownership.                       (a)    As of the Effective Date, (i) Schedule 5.14 states the name of each of the Guarantor’s  Material Subsidiaries and its jurisdiction or jurisdictions of organization or incorporation, as applicable,  (ii) except as disclosed in Schedule 5.14, each such Subsidiary is a Wholly Owned Subsidiary of the                                           29                               





 






                                                                                           Guarantor, and (iii) each of the Guarantor’s Material Subsidiaries is in good standing in the jurisdiction  or  jurisdictions  of  its organization  or  incorporation,  as  applicable,  and  has  all  corporate  or  other  organizational powers to carry on its businesses except where failure to do so would not reasonably be  expected to have a Material Adverse Effect.          (b)    Each  of the  Guarantor’s Material  Subsidiaries is  duly  organized  or  incorporated  and  validly existing under the laws of the jurisdiction or jurisdictions of its organization or incorporation, as  applicable.                       Section 5.15 OFAC.  None of the Borrower, the Guarantor any Subsidiary of the Guarantor, nor,  to the knowledge of the Guarantor or the Borrower, any director, officer, or Affiliate of the Borrower, the  Guarantor or any of its Subsidiaries: (i) is a Sanctioned Person, (ii) has more than 10% of its assets in  Sanctioned Persons or in Sanctioned Countries, or (iii) derives more than 10% of its operating income  from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. The proceeds of  any  Loan  will  not  be  used,  directly  or  indirectly,  to  fund  any  activities or  business  of  or  with  any  Sanctioned Person, or in any Sanctioned Country.                                                      ARTICLE VI                                       COVENANTS                       Each Loan Party agrees that from and after the Closing Date:                       Section 6.01 Information. The Loan Parties will deliver or cause to be delivered to the Lender (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 or the Guarantor’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 Lender):                       (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 (or, if the Guarantor is not a  Public Reporting Company, within one hundred and five (105) days after the end of each fiscal year of  the Guarantor), a consolidated balance sheet of the Guarantor 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 Guarantor 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.                       (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 (or, if the Guarantor is not  a Public Reporting Company, within sixty (60) days after the end of each quarterly fiscal period in each  fiscal year of the Guarantor (other than the last quarterly fiscal period of the Guarantor)), a consolidated  balance sheet of the Guarantor 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  Authorized Officer of the Guarantor.                       (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 any Authorized Officer of the Guarantor, (i)  setting forth in reasonable detail the calculations required to establish compliance with the requirements  of Section 6.09 on the date of such financial statements and (ii) stating whether there exists on the date of                                           30                               





 






                                                                                             such certificate any Default and, if any Default then exists, setting forth the details thereof and the action   which the applicable Loan Party 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 an Authorized Officer of the applicable Loan Party   setting forth the details thereof and the action which the applicable Loan Party is taking or proposes to   take with respect thereto.                        (e)    Change  in Borrower’s  Ratings.  Promptly,  upon  any  Authorized  Officer  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. To the extent the Guarantor or the Borrower is a Public Reporting   Company, 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.                        (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 Guarantor or   any of its Subsidiaries as the Lender may reasonably request.                        Section 6.02 Maintenance of Insurance. Each Loan Party 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 such Loan Party operates.                        Section  6.03 Conduct  of  Business  and  Maintenance  of  Existence.  Each Loan  Party  will (a)  continue to engage in businesses of the same general type as now conducted by such Loan Party and, in  the case of the Guarantor, 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 (b) except as otherwise permitted in Section 6.07, preserve, renew and keep in full force and                                             31                               





 






                                                                                            effect, and will cause each of its Subsidiaries to preserve, renew and keep in full force and effect, their  respective  corporate  (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.  Each Loan Party will 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) noncompliance  could  not  reasonably  be  expected  to  have  a Material   Adverse Effect.                        Section 6.05 Books and Records. Each Loan Party (a) will keep, and, in the case of the Guarantor,   will cause each of its Subsidiaries to keep, proper books of record and account in conformity with GAAP   and (b) will permit representatives of the Lender 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 such Loan   Party deems, in good faith, to be confidential, unless the Lender agrees 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 for general corporate purposes of the Borrower and its Affiliates, including for working   capital  purposes  and  for  making  investments  in  or loans to the  Guarantor and Affiliates of  the Loan   Parties. 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.                        Section 6.07 Merger or Consolidation.  No Loan Party will merge with or into or consolidate with   or into any other corporation or entity, unless (a) immediately after giving effect thereto, no event shall   occur and be continuing which constitutes a Default, (b) the surviving or resulting Person, as the case may   be, assumes and agrees in writing to pay and perform all of the obligations of such Loan Party under this   Agreement, (c) in the case of the Guarantor, 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 (d) in the case of the Borrower, the senior unsecured long-term debt ratings   (without giving effect to any third party credit enhancement except for a guaranty of the Guarantor or a   permitted successor) 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 Borrower’s Ratings   from both Rating Agencies immediately preceding the announcement of such consolidation or merger.                        Section  6.08 Asset  Sales.  Except  for  the  sale  of  assets  required  to  be  sold  to  conform  with   governmental requirements, the Guarantor and its Material Subsidiaries shall not 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   Guarantor and its Consolidated Subsidiaries as of the beginning of the Guarantor’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   Guarantor and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no                                             32                               





 






                                                                                           longer useful or necessary in connection with the operation of the businesses of the Guarantor or its  Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned  Subsidiary of the Guarantor; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12)  months of such Asset Sale, invested or reinvested by the Guarantor or any Subsidiary in a Permitted  Business,  (ii)  are  used  by the  Guarantor or  any Subsidiary to  repay Debt of the  Guarantor or  such  Subsidiary, or (iii) are retained by the Guarantor or any Subsidiary; or (e) if, prior to any such Asset Sale,  both Rating Agencies confirm the then-current Borrower’s Ratings after giving effect to any such Asset  Sale.                       Section 6.09 Consolidated Debt to Consolidated Capitalization Ratio.  The ratio of Consolidated  Debt of the Guarantor to Consolidated Capitalization of the Guarantor shall not exceed 70%, measured  as of the end of each fiscal quarter.                                                      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)    neither Loan Party shall pay when due any principal on any Loans or Reimbursement  Obligations; or                (b)    neither Loan Party shall 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)    any Loan  Party shall  fail  to  observe  or  perform  any  of  its  covenants  or  agreements  contained in Sections 6.05(b), 6.06, 6.07, 6.08 or 6.09; or                       (d)    any Loan  Party shall  fail  to  observe  or  perform  any  of  its  covenants  or  agreements  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)    any  of  the Loan  Parties 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 or at the request of the Lender; or                       (f)    any representation, warranty or certification made by any Loan Party 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)    any Loan Party 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)    any Loan Party shall commence a voluntary case or other proceeding seeking liquidation,                                           33                               





 






                                                                                           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                       (i)    an  involuntary  case  or  other  proceeding  shall  be  commenced  against  any Loan  Party  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 any Loan Party 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)    any Loan Party 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 it that is not stayed  on appeal or otherwise being appropriately contested in good faith; or                       (l)    a Change of Control shall have occurred; or                       (m)    the Guaranty shall cease to be in full force or effect or shall be found by any judicial  proceeding  to  be  unenforceable  or  invalid;  or the  Guarantor shall  deny  or  disaffirm  in writing  the  Guarantor’s obligations under the Guaranty; then, and in every such event, while such event is continuing,  the Lender may 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 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 2.08(a)(ii)) all Letter of Credit Liabilities then outstanding; provided, that, in  the case of any Default or any Event of Default specified in Section 7.01(h) or 7.01(i) above, without any  notice to the Borrower or any other act by the Lender, the Loans and Reimbursement Obligations (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 2.08(a)(ii)) all Letter of Credit Liabilities then outstanding.                                       ARTICLE VIII                                     MISCELLANEOUS                                                          34                               





 






                                                                                                 Section  8.01 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.  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 any of the Loan Parties and the Lender, set forth below, and, in the case of the  Lender, set forth on signature pages hereto, or at such other address as such party may specify by written  notice to the other parties hereto:                              if to the Loan Parties:                                     PPL Capital Funding,                      Inc. PPL Corporation                      Two North Ninth Street                      Allentown, Pennsylvania 18101-1179                      Attention: Treasurer or Assistant Treasurer                      Telephone: 610-774-5151                      Facsimile: 610-774-5235                with a copy to:                       PPL Services Corporation                      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 Lender:                       The Bank of Nova Scotia                       720 King Street West, 4th Floor                      Toronto, Ontario Canada M5V 2T3                      Attention: Nazmul Arefin                       Telephone: 416-933-5267                      Facsimile: 212-225-5709                      Email: Nazmul.Arefin@scotiabank.com                                   with copies to GWSLoanOps.USCorp@scotiabank.com                                      Section 8.02  No Waivers; Non-Exclusive Remedies.  No failure by the 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.                                           35                               





 






                                                                                                         Section 8.03  Expenses; Indemnification.                       (a)    Expenses. The Borrower shall pay (i) all out-of-pocket expenses of the Lender, including  legal fees and disbursements of one primary counsel and any other local counsel retained by the Lender  and the Arranger, in its reasonable discretion, in connection with the preparation, execution, delivery and  administration of the Loan Documents, 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  Arranger and the 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 Arranger and the Lender  incurred prior to the Effective Date other than Winston & Strawn LLP associated with the preparation,  execution and delivery of this Agreement and the closing documents contemplated hereby.                       (b)    Indemnity in Respect of Loan Documents. Each of the Loan Parties agrees to jointly and  severally indemnify the Arranger and the Lender, their respective Affiliates and the respective directors,  officers, trustees, agents, employees 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 (whether by the Guarantor, the  Borrower, any Subsidiary or Affiliate of the Borrower or any other Person) in any way relating to or  arising  out  of  this Agreement,  any  other Loan  Document or  any  documents  contemplated  hereby  or  thereby or referred to herein or therein 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. Each of the Loan Parties agrees to  jointly and severally 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 Guarantor or any of its  Subsidiaries or any predecessor of the Guarantor 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.                       (d)    Waiver of Damages. To the fullest extent permitted by applicable law, no Loan Party  shall 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                                            36                               





 






                                                                                           instrument contemplated hereby or thereby, 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 8.03(d) shall relieve the Lender from its obligations under  Section 8.12.                       Section 8.04   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 Loan  Parties and the Lender.                Section 8.05  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 no Loan  Party may assign or otherwise transfer any of its rights under this Agreement without the prior written  consent of the Lender, except to the extent any such assignment results from the consummation of a  merger or consolidation permitted pursuant to this Agreement.                       (b)    Register. The Borrower hereby designates the Lender to serve as the Borrower’s agent,  solely for purposes of this Section 8.05(b), to (i) maintain a register (the “Register”) on which the Lender  will record the Loans made by the Lender and each repayment in respect of the principal amount of the  Loans of the Lender and to (ii) retain a copy of each Assignment and Assumption Agreement delivered  to  the Lender 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 and the Lender 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.                        Section 8.06 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. Each Loan  Party 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. Each  Loan Party 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.                       Section 8.07   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 and  the  other Loan  Documents 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 8.08 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  Guarantor’s independent public accountants) with the audited consolidated financial statements of the                                            37                               





 






                                                                                           Guarantor and its Consolidated Subsidiaries most recently delivered to the Lender; provided, that, if the  Guarantor notifies the Lender that the Guarantor wishes to amend any covenant in Article VI to eliminate  the effect of any change in GAAP the operation of such covenant (or if the Lender notifies the Guarantor  that the Lender wish to amend Article VI for such purpose), then the Guarantor’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 Guarantor and the Lender.                       Section 8.09 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.                       (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.                                                          38                               





 






                                                                                                 (g)    Unless  otherwise  specified,  all  references  herein  to  times  of  day  shall  constitute  references to Eastern Time.                       Section  8.10 WAIVER  OF  JURY  TRIAL.  EACH  OF  THE  LOAN  PARTIES  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 8.11 Confidentiality. The  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 the Lender from disclosing such information (i) to any other Person if  reasonably incidental to the administration of the Loans and Letter of Credit Liabilities, (ii) upon the order  of any court or administrative agency, (iii) 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), (iv) which had been publicly disclosed other than  as a result of a disclosure by the Lender prohibited by this Agreement, (v) in connection with any litigation  to which the Lender or any of its Subsidiaries or Affiliates may be party, (vi) to the extent necessary in  connection with the exercise of any remedy hereunder, (vii) to the Lender’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), (viii) with the consent of the  Borrower, (ix) 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 (x) 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 Loan Parties’ Obligations hereunder. Notwithstanding the foregoing, the Lender  or Winston & Strawn 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 Loan  Parties or their Affiliates, or any of them, and the amount, type and closing date of such transactions, all  at their sole expense.                       Section 8.12 USA PATRIOT Act Notice. If the Lender is subject to the Patriot Act (as hereinafter  defined) it hereby notifies the Loan Parties 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 and the Guarantor, which information includes  the name and address of each Loan Party and other information that will allow the Lender to identify each  Loan Party in accordance with the Patriot Act.                       Section 8.13 No Fiduciary Duty. The Lender and its Affiliates (collectively, solely for purposes  of this paragraph, the “Lender Parties”), may have economic interests that conflict with those of the Loan  Parties, their respective Affiliates and/or their respective stockholders (collectively, solely for purposes  of this paragraph, the “Borrower Parties”). Each Loan Party 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 the 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 Loan Parties, 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                                           39                               





 






                                                                                               respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto)    or the process leading thereto (irrespective of whether the 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) the Lender is acting solely as principal    and not as the agent or fiduciary of any Borrower Party. Each Loan Party acknowledges and agrees that    it 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. Each Loan Party agrees that it will not claim that the 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.            Section 8.14. 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 the 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 the Lender.            Section  8.15. 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 8.16. 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.                                          ARTICLE IX                                         GUARANTY            Section 9.01 Guaranty.  The Guarantor unconditionally, absolutely and irrevocably guarantees to    the Lender, as though it was a primary obligor for, the full and punctual payment of the Obligations when    due  (whether  at  stated  maturity,  upon  acceleration  or  otherwise).  If  the Borrower fails  to  pay  any    Obligation punctually when due, the Guarantor agrees that it will forthwith on demand pay the amount    not so paid at the place and in the manner specified in the relevant Loan Document. Notwithstanding the    foregoing, the liability of the Guarantor individually with respect to its obligations, including any payment    made pursuant to, this Guaranty shall be limited to an aggregate amount equal to the maximum amount    that would not render the Guarantor’s obligations hereunder subject to avoidance under the Bankruptcy    Code or any comparable provisions of any applicable state law. This Guaranty is a Guarantee of payment    and not merely of collection.            Section  9.02 Guaranty  Unconditional.  The obligations of the  Guarantor hereunder  shall  be    unconditional and absolute and, without limiting the generality of the foregoing, shall not be released,    discharged or otherwise affected by:            (a)    any change in the amount or purpose of or the time, manner, method, or place of payment                                             40     





 






                                                                                           or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or  release in respect of any obligation of the Borrower or any other Person under any Loan Document, by  operation of law or otherwise;                       (b)    any  modification,  extension,  renewal  or  amendment  of  or  supplement  to  any Loan  Document or any of the Obligations or any execution or delivery of any additional Loan Documents;                       (c)    any release, impairment, non-perfection or invalidity of any direct or indirect security for  any obligation of the Borrower or any other Person under any Loan Document;                       (d)    any change in the corporate existence, structure or ownership of the Borrower or any  other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or  other similar proceeding affecting the Borrower or any other Person or any of their assets or any resulting  release or discharge of any obligation (including any of the Obligations) of the Borrower or any other  Person under any Loan Document;                       (e)    the existence of any claim, set-off, defense, counterclaim, withholding or other right that  the Guarantor or the Borrower may have at any time against any Person (including the Lender), whether  in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall  prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim;                       (f)    any  avoidance,  subordination,  invalidity  or  unenforceability  relating  to  or  against  the  Borrower or any other Person for any reason of any Obligation or any Loan Document, any provision of  applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower or any  other Person, or the Borrower denies that it has any or further liability or obligation under any Loan  Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document;                       (g)    any failure of the Lender to assert any claim or demand or to exercise or enforce any right  or remedy under the provisions of any Loan Document or to assert any breach of or default under any  Loan Document or any breach of the Obligations; or                       (h)    any other act or omission to act or delay of any kind by the Borrower, any other party to  any Loan Document or any other Person, or any other circumstance whatsoever that might, but for  the provisions of this clause (h), constitute a legal or equitable discharge of or defense to any obligation  of the Guarantor hereunder.                       Section 9.03 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.  The Guarantor’s obligations hereunder shall remain in full force and effect until all Obligations shall have  been  paid  in  full and  all Letters  of  Credit have  either  expired,  been  repaid  in  full  or  been  cash  collateralized. If at any time any payment of any Obligation is rescinded or must be otherwise restored or  returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s  obligations hereunder shall be reinstated as though such payment had been due but not made at such time.                       Section 9.04 Waiver  by Guarantor.  The Guarantor irrevocably  waives (a) acceptance  hereof,  presentment,  demand  for  performance,  promptness,  diligence,  notice  of  non-performance, default,  acceleration, protest or dishonor and any notice not provided for herein, (b) any requirement that at any  time any action be taken by any Person against the Borrower or any other Person, (c) any right to revoke  this Guaranty, and (d) any defense based on any right of set-off, recoupment, counterclaim, withholding  or other deduction of any nature against or in respect of the Obligations.                       Section 9.05 Subrogation. Upon making payment with respect to any Obligation, the Guarantor  shall be subrogated to the rights of the payee against the Borrower with respect to such payment; provided                                            41                               





 






                                                                                           that the Guarantor agrees it will not exercise any rights against the Borrower arising in connection with  the Obligations by way of subrogation against the Borrower, or by reason of contribution against any  other guarantor of such Obligations until all Obligations shall have been paid in full, and all Letters of  Credit have either expired, been repaid in full or been cash collateralized.                       Section 9.06 Stay of Acceleration.  If acceleration of the time for payment of any Obligation by  the Borrower is stayed, enjoined or prevented for any reason (including but not limited to by reason of  the  insolvency  or  receivership  of  the Borrower or  otherwise),  all Obligations otherwise  subject  to  acceleration  under  the  terms  of  any Loan  Document shall  nonetheless  be  payable  by the  Guarantor  forthwith on demand by the Lender.                       Section  9.07 Continuing Guaranty.  The Guaranty set  forth  in  this Article IX is  a  continuing  guaranty, shall be binding on the Guarantor and its successors and assigns, and shall be enforceable by  each holder from time to time of the Obligations (including, without limitation, the Lender and each  Indemnitee, each, a “Guaranteed Party”). If all or part of any Guaranteed Party’s interest in any Obligation  is  assigned  or  otherwise  transferred,  the  transferor’s  rights  hereunder,  to  the  extent  applicable  to  the  obligation so transferred, shall automatically be transferred with such obligation; and without limitation  of the foregoing, any of the Obligations shall be and remain Obligations entitled to the benefit of this  Guaranty if any Guaranteed Party assigns or otherwise transfers all or part of its interest in any Obligation  or any of its rights or obligations under any Loan Document.                       Section 9.08 Default Payments by Borrower. Upon the occurrence and during the continuation of  any default under any Obligation, if any amount shall be paid to the Guarantor by or for the account of  the Borrower with respect to such Obligation, such amount shall be held in trust for the benefit of the  Lender to be credited and applied to the Obligations when due and payable.                                                [Signature Pages to Follow]                                                                                                         42                               





 






                                                                                                       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.   BORROWER:                               PPL CAPITAL FUNDING, INC.                                           By:   /s/ Tadd J. Henninger                                                             Name:  Tadd J. Henninger                                            Title:    Vice President and Treasurer    GUARANTOR:                              PPL CORPORATION                                           By:   /s/ Tadd J. Henninger                                                             Name:  Tadd J. Henninger                                            Title:    Vice President-Finance and Treasurer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   [Signature Page to Uncommitted Letter of Credit Agreement]    d 





 






                                                                                                                                       THE BANK OF NOVA SCOTIA,                                          as the Lender                                           By:   /s/ David Dewar                                                                  Name:  David Dewar                                            Title:    Director     d 





 






                                                                                                           SCHEDULE 5.14                                       Material Subsidiaries                              Name                                  Jurisdiction of Organization  LG&E and KU Energy LLC                         Kentucky  PPL Electric Utilities Corporation            Pennsylvania  PPL Energy Supply, LLC                         Delaware  PPL Global, LLC                                Delaware                                   





 






                                                                                                                                                                          EXHIBIT A-l                                                Form of Borrowing Request                                                                                                ,                       The Bank of Nova Scotia   720 King Street West, 4th Floor  Toronto, Ontario Canada M5V 2T3  Attention: Nazmul Arefin  Telephone: 416-933-5267  Facsimile: 212-225-5709     Ladies and Gentlemen:            This request shall constitute a “Borrowing Request” pursuant to Section 2.03 of the Revolving   Credit Agreement dated as of March 12, 2020 (as amended, restated, supplemented or otherwise modified   from  time  to  time,  the  “Credit  Agreement”) among  PPL  Capital  Funding,  Inc.,  as  the  Borrower,  PPL   Corporation, as  the  Guarantor and  The  Bank  of  Nova  Scotia,  as Lender.  Terms  defined  in  the  Credit   Agreement  and  not  otherwise  defined  herein  have  the  respective  meanings  provided  for  in  the Credit   Agreement.                        1.    The date of the Borrowing will be             ,            .1                        2.    The aggregate principal amount of the Borrowing will be   .                        3.    The Borrowing will consist of [Base Rate] [Euro-Dollar] Loans.                        4.    The initial Interest Period for the Loans comprising such Borrowing shall be                                    .2                      Pursuant  to Section  4.02 of  the  Credit  Agreement,  each  of  the  delivery  of  this  request  and  the  acceptance by the Borrower of the proceeds of the requested Borrowing constitutes a representation and  warranty by the Borrower that, on the date of extending the requested Borrowing (and immediately before  and after giving effect to it and to the application of the proceeds of it) all of the statements in Section 4.02  of the Credit Agreement are true and correct.          The Borrower agrees that, if before the time of the requested Borrowing any matter certified to in  this request by it will not be true and correct at that time as if then made, then it will immediately so notify  you. Except to the extent, if any, that before the time of the requested Borrowing you shall receive written  notice to the contrary from the Borrower, each matter certified to in this request shall be deemed once again  to be certified as true and correct at the date of the requested Borrowings as if then made.           Please wire transfer the proceeds of the requested Borrowing to the accounts of the following Persons  at the banks indicated respectively:          [Insert appropriate delivery instructions, which shall include bank and account number].                  1 Must be a Business Day.   1    Revolving Borrowings must be an aggregate principal amount of $5,000,000 or any larger integral multiple of $1,000,000.   2 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 CAPITAL FUNDING, INC.                By:                                        Name:  Title:                                 





 






                                                                                                                                                                         EXHIBIT A-2                                         Form of Notice of Conversion/Continuation                                                                                                ,           The Bank of Nova Scotia   720 King Street West, 4th Floor  Toronto, Ontario Canada M5V 2T3  Attention: Nazmul Arefin   Telephone: 416-933-5267  Facsimile: 212-225-5709        Ladies and Gentlemen:           This notice shall constitute a “Notice of Conversion/Continuation” pursuant to Section 2.06(d)(ii)   of the Revolving Credit Agreement dated as of March 12, 2020 (as amended, restated, supplemented or   otherwise modified from time to time, the “Credit Agreement”) among PPL Capital Funding, Inc., as the   Borrower, PPL Corporation, as the Guarantor and The Bank of Nova Scotia, as Lender. Terms defined in   the Credit Agreement and not otherwise defined herein have the respective meanings provided for in the   Credit Agreement.                              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”).1                              3.     The principal amount of the Group of Loans (or portion thereof) to which this   notice applies is $  .2                              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           .3                                     [Signature Page Follows]                                                            1 Must be a Business Day.   2 May apply to a portion of the aggregate principal amount of the relevant Group of Loans; provided that the portion to   which such notice applies, and the remaining portion to which it does not apply, are each $5,000,000 or any larger integral   multiple of $1,000,000.   3 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 CAPITAL FUNDING, INC.                By:                                        Name:  Title:                             





 






                                                                                                                                                                         EXHIBIT A-3                                              Form of Letter of Credit Request                                                                                                ,                       The Bank of Nova Scotia   720 King Street West, 4th Floor  Toronto, Ontario Canada M5V 2T3  Attention: Nazmul Arefin   Telephone: 416-933-5267  Facsimile: 212-225-5709        Ladies and Gentlemen:           This notice shall constitute a “Letter of Credit Request” pursuant to Section 3.02 of the Revolving   Credit Agreement dated as of March 12, 2020 (as amended, restated, supplemented or otherwise modified   from  time  to  time,  the  “Credit  Agreement”) among  PPL  Capital  Funding,  Inc.,  as  the  Borrower,  PPL   Corporation,  as  the  Guarantor and  The  Bank  of  Nova  Scotia,  as Lender.  Terms  defined  in  the  Credit   Agreement  and  not  otherwise  defined herein  have  the  respective  meanings  provided  for  in  the Credit   Agreement.                        [The undersigned hereby requests that  1 issue a Letter of Credit on          ,           2 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 Letter of Credit will be  3, and such Letter of Credit   will be in support of                       4 and will have a stated termination date of         5.                       Copies  of  all  documentation  with  respect  to  the  supported  transaction  are  attached  hereto.                                     [Signature Page Follows]                                                                                                                                                1 Insert name of Lender.   2 Must be a Business Day.   3 Insert name and address of beneficiary.   4Insert 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.   5Insert 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 CAPITAL FUNDING, INC.                       By:                                              Name:         Title:                              APPROVED:                THE BANK OF NOVA SCOTIA, as the Lender                       By:                                              Name:         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





 






                                                                                                                                                                         EXHIBIT B                                                     Form of Note                                                                                                 ,                            FOR  VALUE  RECEIVED,  the  undersigned,  PPL  CAPITAL FUNDING,  INC.,  a Delaware  corporation (the “Borrower”), promises to pay to the order of        (hereinafter, together  with  its  successors  and assigns,  called the  “Holder”),  at  the  place and  times  provided  in  the  Credit  Agreement (as defined below), 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, 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  Revolving  Credit  Agreement  dated  as  of March  12,,  2020 (as  amended,  restated,  supplemented  or  otherwise modified from time to time, the “Credit Agreement”) among the Borrower, PPL Corporation, as  the Guarantor and The Bank of Nova Scotia, as Lender, 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  portions  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.                                              B-1   





 






                                                                                                    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 Lender, 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 Lender, 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 thereof) 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 is entitled to the benefit of the Guaranty of the Guarantor, as set forth in the Credit  Agreement. Reference is made to the Credit Agreement for a description of the terms and conditions of  such Guaranty, and the respective rights and limitations of the Holder, the Borrower and the Guarantor  thereunder.                       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]                                              B-2   





 






                                                                                                    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 CAPITAL FUNDING, INC.                By:                                     Name:  Title:                                              B-3   





 






                LOANS AND PAYMENTS OF PRINCIPAL                                                                     Amount of                                                                    Notation Made  Date        Amount of Loan         Type            Principal                                                                         By                                                      Repaid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              B-4                                                        





 






                                        EXHIBIT C                             (to the Revolving Credit Agreement)                                  Form of Borrower’s Opinion   March 12, 2020   To The Bank of Nova Scotia, as   Lender under the Credit Agreement  referred to below    Re:  Revolving Credit Agreement    Ladies and Gentlemen:          I am Senior Counsel of PPL Services Corporation, an affiliate of PPL Corporation, a Pennsylvania  corporation (the “Guarantor”), and PPL Capital Funding, Inc., a Delaware corporation (the “Borrower”),  and have acted as counsel to the Guarantor and the Borrower in connection with the $50,000,000 Revolving  Credit Agreement, dated as of March 12, 2020 (the “Agreement”), among the Borrower, the Guarantor and  The Bank of Nova Scotia, as Lender (the “Lender”).  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 other documents executed and delivered by the Borrower and  the Guarantor 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 and the Guarantor.          Based on the foregoing, I am of the opinion that:              1.    The Guarantor is duly organized, validly existing as a corporation in good standing under  the  laws  of  the  Commonwealth  of  Pennsylvania,  with  corporate  power  to  execute  and  deliver  the  Agreement, and to perform its obligations under the Agreement.          2.    The execution and delivery of the Agreement by the Borrower and the Guarantor have been  duly authorized by each of the Borrower and Guarantor and do not violate any provision of law or regulation  or any decree, order, writ or judgment applicable to the Borrower or the Guarantor, as the case may be, or  any provision of their respective certificate of incorporation or articles of incorporation, or result in the  breach of or constitute a default under any indenture or other agreement or instrument known to me to  which either is a party.          3.    The Agreement has been duly executed and delivered by the Borrower and the Guarantor.          4.    The Agreement constitutes the legal, valid and binding agreement of each of the Borrower  and the Guarantor, enforceable against the Borrower and the Guarantor 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                                             D-                                            5 





 






  law or equity or (b) any applicable public policy on enforceability of provisions relating to indemnification,  contribution, waivers and exculpatory provisions (the “Enforceability Exceptions”).          5.    Except as disclosed in or contemplated by the Guarantor’s Annual Report on Form 10-K  for the year ended December 31, 2019, or in other reports filed under the Securities Exchange Act of 1934  from January 1, 2020 to the date hereof, or otherwise furnished in writing to the Lender, no litigation,  arbitration or administrative proceeding or inquiry is pending or, to my knowledge, threatened which would  reasonably be expected to materially and adversely affect the ability of the Guarantor or the Borrower to  perform any of their respective obligations under the Agreement.  To my knowledge, there is no litigation,  arbitration or administrative proceeding pending or threatened that questions the validity of the Agreement.          6.    Neither the Guarantor nor the Borrower is 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.          7.    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 Guarantor.          8.    No authorization, consent or approval of any Governmental Authority of the United States  of America, the Commonwealth of Pennsylvania or the State of New York is required for the execution and  delivery of the Agreement, 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 above, I note that any exercise by the Borrower of the option to  increase the Maximum Facility Amount as contemplated in Section 2.18 of the Agreement will require  additional authorization by the Boards of Directors of the Borrower and the Guarantor.          I am a member of the Pennsylvania Bar and the New York Bar and I express no opinion as to the law  of any jurisdiction other than the laws of the Commonwealth of Pennsylvania, the State of New York, the  Delaware General Corporation Law and the federal law of the United States of America.  In rendering its  opinion to the addressee hereof, Bracewell LLP may rely as to matters of Pennsylvania law addressed herein  upon this letter as if it were addressed directly to them.  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                                                D-                                            6 





 






                                    [BW Letterhead]    March __, 2020    To:    The Bank of Nova Scotia, as Administrative Agent, Lender and Issuing Lender under the         Revolving Credit Agreement referred to below           RE:   PPL Capital Funding, Inc. – Sixth Amendment to Revolving Credit Agreement           Ladies and Gentlemen:     We  have  acted  as  special  counsel  to  PPL  Capital  Funding,  Inc.,  a  Delaware  corporation  (the  "Borrower"), and PPL Corporation, a Pennsylvania Corporation (the “Guarantor,” and collectively with the  Borrower,  the  "Opinion  Parties"),  in  connection  with  the  Sixth  Amendment  to  the  Revolving  Credit  Agreement, dated as of March __, 2020 (the "Amendment"), among the Borrower, the Guarantor and The  Bank of Nova Scotia, as Administrative Agent, Lender and Issuing Lender (the "Bank"), which amends the  Revolving Credit Agreement, dated as of March 26, 2014 (as such Agreement has been amended by the  First  through  Fifth  Amendments  thereto,  the  "Existing  Credit  Agreement,"  and,  as  amended  by  the  Amendment, the “Credit Agreement”), among the Borrower, the Guarantor and the Bank.  This opinion  letter is delivered to you pursuant to Section 3.4 of the Amendment.      As used herein, (i) "New York UCC" means the Uniform Commercial Code, as amended and in effect  in the State of New York on the date hereof; and (ii) "Applicable Law" means the General Corporation Law  of the State of Delaware, in effect on the date hereof, and those laws, rules, and regulations of the State of  New York and of the United States of America as in effect on the date hereof which in our experience are  normally  applicable  to  such  Opinion  Party  and  to transactions  of the  type  provided  for  in the  Opinion  Documents  to  which  such  Opinion  Party  is  a  party; provided, however,  that  Applicable  Law  does  not  include any law described in qualification paragraph (O) below.     In connection with the opinions expressed herein, we have examined such documents, records and  matters of law as we have deemed necessary for the purposes of such opinions. We have examined each  of the following agreements, instruments and documents:         (a)   an executed copy of the Amendment;          (b)   an executed copy of the Existing Credit Agreement; and          (c)   [executed copies of Revolving Credit Notes delivered to the Bank on the date hereof.]      The Amendment [and the Revolving Credit Notes] are referred to collectively herein as the “Execution  Documents”. The [Execution Documents and the Credit Agreement] are referred to collectively herein as  the “Opinion Documents”. We have also examined records of the Company’s proceedings relating to the  authorization of the Credit Agreement [and the Notes], as well as the following organizational documents,  and certificates in connection with the opinions expressed herein (collectively, the "Reliance Documents"):          (a)   a copy of the Certificate of Incorporation of the Borrower, certified to us by the Secretary               of the Borrower as being complete and correct and in full force and effect as of the date               hereof and a copy of the by-laws of the Borrower, certified by the Secretary of the Borrower               as being complete and correct and in full force and effect on the date hereof;           (b)   a copy of a certificate, dated March __, 2020, of the Secretary of State of the State of               Delaware as to the existence and good standing of the Borrower in the State of Delaware               as of such date; and     





 






         (d)   the Officer's Certificate of the Guarantor, delivered to us in connection with this opinion               letter (the "Officer's Certificate").     The  Reliance  Documents  specified  in  clause  (a)  above  are  referred  to  herein  collectively  as  the  "Certified Organizational Documents".  The Reliance Documents specified in clause (b) above are referred  to herein collectively as the "Good Standing Certificates".  In all such examinations, we have assumed the  legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity  of  all  original  and  certified  documents,  and  the  conformity  to  original  or  certified  copies  of  all  copies  submitted to us as conformed or reproduction copies.  As to various questions of fact relevant to the opinions  expressed herein, we have relied upon, and we assume the accuracy of, the representations and warranties  of the Opinion Parties contained in the Opinion Documents, the Officer's Certificate and other certificates  and oral or written statements and other information of or from representatives of the Opinion Parties and  others and we assume compliance on the part of the Opinion Parties with their covenants and agreements  contained therein.  In connection with the opinions expressed in the first sentence of opinion paragraph 1  below, we have relied upon and such opinions are limited solely to the Certified Organizational Documents  and Good Standing Certificates.  With respect to the opinions expressed in the second sentence of opinion  paragraph 1 below and the opinions expressed in opinion paragraphs 2, 3 and 4 below, we have assumed  that the Guarantor and the Borrower are engaged only in the businesses described in the Guarantor’s Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2019  filed  with  the  Securities  and  Exchange  Commission, and that except as so described, such Opinion Parties do not engage or propose to engage in  any industry, business or activity, or own or propose to own any properties or assets, that causes or would  cause any such Opinion Party to be subject to any special federal, state or local laws or regulations that are  not  applicable  to  business  organizations  generally  and  we  have  with  your  permission  relied  upon  the  foregoing without any independent investigation or verification on our part.  With respect to the opinion  expressed in opinion paragraph 7 below, such opinion is provided and based solely upon facts set forth in  the certificate of the Guarantor with respect to the businesses and activities of the respective Opinion Parties  and other matters relating to such laws with respect to the respective Opinion Parties, and we have with  your permission relied on such certification without any independent investigation or verification on our  part.     Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein,  we are of the opinion that:         1.    Existence and Good Standing.  The Borrower is validly existing and in good standing as a  corporation under the laws of the State of Delaware.  The Borrower has the corporate power and authority  to execute and deliver the [Execution Documents to which it is a party] and to perform its obligations under  the [Opinion Documents to which it is a party].           2.    Authorization.  The execution and delivery to the Bank by the Borrower of the [Execution  Documents  to  which  it  is  a  party],  and  the  performance  by  the  Borrower  of  its  obligations  under  the  [Opinion Documents to which it is a party], have been authorized by all necessary corporate action by the  Borrower.         3.    Approvals; Other Required Actions.  Under Applicable Law no filing or registration by the  Borrower or the Guarantor with, or approval or consent of, any governmental agency or authority of the  State of New York, or the United States of America (“Governmental Approval”) is required to have been  obtained by the Borrower or the Guarantor for the valid execution and delivery by it of the Credit Agreement  [or the Notes].         4.    Execution,  Delivery,  and  Enforceability.   Each  Execution  Document  has  been  duly  executed  on  behalf  of  the  Borrower  under  Applicable  Law  of  the  State  of  Delaware.   Each  Execution  Document has been delivered on behalf of each Opinion Party signatory thereto under Applicable Law of  the State of New York.  Each Opinion Document constitutes, with respect to each Opinion Party that is a                                             D-                                            8 





 






  party thereto, a valid and binding obligation of such Opinion Party, enforceable against such Opinion Party  in accordance with its terms.           5.    "No Violation".  The execution and delivery to the Bank by each Opinion Party of the  Execution Documents to which it is a party do not violate (a) in the case of the Borrower, any provision of  the Certified Organizational Documents of the Borrower, or (b) any Applicable Law.         6.    Margin Regulations.  The borrowings by the Borrower under the Credit Agreement and the  application of the proceeds thereof as provided in the Credit Agreement will not violate Regulations U or  X of the Board of Governors of the Federal Reserve System (the "Margin Regulations").          7.    Investment  Company  Act.   The  Guarantor  is  not  an  “investment  company”  within  the  meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).  The Borrower is not an  “investment company” within the meaning of the 1940 act pursuant to Rule 3a-5 under the 1940 Act.     In rendering the opinions above, we note that any exercise by the Borrower of the option to increase  the Commitments as contemplated in Section 2.19 of the agreement will require additional authorization  by the Boards of Directors of the Borrower and the Guarantor and may require Governmental Approvals.          The opinions set forth above are subject to the following assumptions, qualifications and limitations:              (A)   With  your  permission,  all  of  the  following  assumptions,  qualifications,  limitations  and  statements of reliance have been made without any independent investigation or verification on our part  except to the extent, if any, otherwise expressly stated in this opinion letter, and we express no opinion with  respect to the subject matter or accuracy of any of the assumptions or items upon which we have relied.   We have not made any independent or other investigation or inquiry as to any such circumstances, matters  or facts.            (B)   We  have  assumed  that  no  fraud,  duress,  undue  influence,  mutual  mistake  of  fact,  dishonesty, forgery, coercion, unconscionability or breach of fiduciary duty exists or will exist with respect  to any of the Opinion Documents or any other matter relevant to this opinion letter.          (C)   Our  opinions  are  subject  to  (i)  applicable  bankruptcy,  insolvency,  reorganization,  fraudulent  transfer  and  conveyance,  voidable  preference,  equitable  subordination,  moratorium,  receivership, conservatorship, arrangement or similar laws, and related regulations and judicial doctrines,  affecting  or  relating  to  creditors'  rights  and  remedies  generally,  and  (ii)  general  principles  of  equity  (including,  without  limitation,  standards  of  materiality,  good  faith  and  fair  dealing,  reasonableness,  impracticability or impossibility of performance, equitable defenses, the exercise of judicial discretion and  limits on the availability of equitable remedies), whether such principles are considered in a proceeding at  law or in equity.  We express no opinion as to the enforceability or effect of any agreement, instrument or  undertaking  (including,  without  limitation,  any  statutory  undertaking)  that  is  not  itself  an  Opinion  Document but that is the subject of any provision in any Opinion Document requiring an Opinion Party to  perform or to cause any other Person to perform its obligations under, or stating that any action will be  taken  as  provided  in  or  in  accordance  with,  or  otherwise  incorporating  by  reference,  such  agreement,  instrument or undertaking.          (D)   We express no opinion as to the validity or enforceability of any provision in the Opinion  Documents:                (i)    providing that any person or entity may sell or otherwise dispose of, or purchase,         any collateral subject thereto, or exercise or enforce any other right or remedy (including, without         limitation, any self-help or taking possession remedy), except in compliance with applicable laws;                                             D-                                            9 





 






                      (ii)   establishing  standards  for  the  performance  of  the  obligations  of  good  faith,  diligence, reasonableness and care prescribed by the New York UCC or of any of the rights or  duties referred to in Section 9-603 of the New York UCC or providing for specific performance;          (iii)  relating to indemnification, contribution, exculpation or release of liability to the  extent  limited  by  applicable  law  and  equitable  principles  in  connection  with  violations  of  any  securities laws or other laws or statutory duties or public policy, or in connection with willful,  reckless  or  unlawful  acts  or  gross  negligence  or  negligence,  strict  liability  or  bad  faith  or  misconduct of the indemnified, released or exculpated party or the party receiving contribution;         (iv)   providing that any person or entity may exercise set-off or similar rights other than  in accordance with and pursuant to applicable law;         (v)    relating to choice of governing law, to the extent that the enforceability of any such  provision (A) is to be determined by any court other than a court of the State of New York or (B)  may be subject to constitutional limitations or considerations of comity;          (vi)   waiving any rights to trial by jury that is not both mutual and conspicuous;         (vii)  relating to venue of any court, or purporting to confer, or constituting an agreement  to submit to or with respect to, subject matter jurisdiction of any court to adjudicate any matter;           (viii) specifying that provisions may be amended or waived only in writing, to the extent  that an oral agreement or an implied agreement by trade practice, course of dealing or course of  conduct has been created that modifies or waives any provision of such Opinion Documents;          (ix)   giving  any  person  or  entity  the  power  to  terminate,  liquidate  or  accelerate  obligations without any notice to the Opinion Parties;         (x)    purporting to restrict, vary or waive applicable laws, access to legal or equitable  remedies or defenses, rights of a debtor or other obligor or rights to recover damages (including,  without  limitation,  actual,  consequential,  incidental,  special,  indirect,  exemplary  or  punitive  damages);         (xi)   providing that decisions by a party are conclusive or binding or may be made in its  sole or absolute discretion;         (xii)  providing that a guarantee will not be affected by a modification of the obligation  guaranteed in cases where the modification increases or changes such obligation;          (xiii) purporting to create any power of attorney, proxy or similar power or right;         (xiv)  providing for punitive damages;         (xv)   providing  for  liquidated  damages,  interest  on  interest,  prepayment  penalties  or  premiums, late fees or default rates of interest to the extent that any of the foregoing may be deemed  a penalty;          (xvi)  providing for restraints on alienation of property and purporting to render transfers  of such property void and of no effect or prohibiting or restricting the assignment or transfer of                                       D-                                    10 





 






         property or rights to the extent that any such prohibition or restriction is ineffective pursuant to         Sections 9-406 through 9-409 of the New York UCC;                (xvii) that is a fraudulent transfer or conveyance savings clause;                 (xviii) purporting to establish evidentiary standards;                (xix)  providing that remedies are cumulative or nonexclusive or permitting a party to         pursue multiple remedies;                (xx)   imposing any obligation to take any action, the taking of which is (a) by its terms         discretionary, (b) subject to the approval of a third party, or (c) otherwise subject to a contingency         which is not within the ability of a party to satisfy;                (xxi)  relating to the effect of any delay or failure of any party to exercise or enforce any         rights or remedies;                (xxii) relating to letters of credit to the extent that such provision would be subject to the         limitations set forth in Section 5-103(c) of the New York UCC; and                (xxiii) relating to any “swap” (as such term is defined in Section 1a(47) of the Commodity         Exchange Act), including any guarantee thereof, or the grant of any lien or security interest to         secure any such swap, to the extent such swap, or such guaranty or such lien or security interest is         provided by, or creates joint and several liability imposed upon, any person or entity that is not an         “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange         Act.            (E)   Our opinions as to enforceability are subject to the effect of generally applicable rules of  law that:                (i)    provide that forum selection clauses in contracts are not necessarily binding on the         court(s) in the forum selected; and                (ii)   may,  where  less than  all  of  a  contract  may  be  unenforceable,  limit  the         enforceability of the balance of the contract to circumstances in which the unenforceable portion is         not an essential part of the agreed exchange, or that permit a court to reserve to itself a decision as         to whether any provision of any agreement is severable.          (F)   We express no opinion as to the enforceability of any purported waiver, release, variation,  disclaimer, consent or other agreement to similar effect (all of the foregoing, collectively, a "Waiver") by  any Opinion Party under any of the Opinion Documents to the extent limited by Sections 9-602 or 9-624  of the New York UCC or other provisions of applicable law (including judicial decisions), or to the extent  that such a Waiver applies to a right, claim, duty or defense or a ground for, or a circumstance that would  operate as, a discharge or release otherwise existing or occurring as a matter of law (including judicial  decisions).          (G)   To the extent it may be relevant to the opinions expressed herein, we have assumed that (i)  each party to the Opinion Documents (other than the Borrower) is validly existing in good standing in its  jurisdiction of organization, has all requisite power and authority, and, other than in the case of the Opinion  Parties,  has  obtained  all  relevant  authorizations,  consents  and  approvals,  and  made  all  filings  and                                              D-                                           11 





 






  registrations, necessary to execute, deliver and perform the Opinion Documents to which it is a party and  to consummate the transactions contemplated thereby and that each such Opinion Document constitutes  legal, valid and binding obligations of, and is enforceable against, such party, and (ii) the execution and  delivery of the Opinion Documents by each of the parties thereto (other than, with respect to the Opinion  Parties, to the extent set forth herein), and the performance by such party of its obligations under the Opinion  Documents to which it is a party, will not violate or conflict with any law, rule, regulation, order, decree,  judgment, instrument or agreement binding upon or applicable to it or its properties.          (H)   For purposes of the opinions set forth in opinion paragraph 6 above, we have assumed that  (i) the Bank does not and will not have the benefit of any agreement or arrangement (excluding the Opinion  Documents)  pursuant to which any extensions of credit to any Opinion Party are directly or indirectly  secured by "margin stock" (as defined under the Margin Regulations), (ii) neither the Bank nor any of its  affiliates has extended or will extend any other credit to any Opinion Party directly or indirectly secured by  margin stock, and (iii) the Bank has not relied and will not rely upon any margin stock as collateral in  extending or maintaining any extensions of credit pursuant to the Credit Agreement, as to which we express  no opinion.          (I)   Our  opinions  are  limited  solely  to  those  expressly  set  forth  herein,  and  we  express  no  opinions by implication.          (J)   We  express  no  opinion  as  to  the  compliance  or  noncompliance,  or  the  effect  of  the  compliance or noncompliance, of each of the addressees or any other person or entity with any state or  federal laws or regulations (including, without limitation, the policies, procedures, guidelines, and practices  of any regulatory authority with respect thereto) applicable to each of them by reason of their status as or  affiliation  with  a  federally  insured  depository  institution,  a  financial  holding  company,  a  bank  holding  company, a thrift holding company, a non-federally insured depository institution, a securities broker or  dealer,  an  investment  company,  an  investment  adviser,  a  futures  commission  merchant,  a  commodity  trading  advisor,  a  commodity  pool  operator,  an  insurance  company,  any  other  non-bank  financial  institution, or any other regulated financial institution, except as expressly set forth in opinion paragraph 6  and opinion paragraph 7 above.          (K)   Our opinions as to any matters governed by (i) the Delaware Corporation Law are based  solely upon our review of the Delaware General Corporation Law as published in Delaware Corporation  Laws Annotated, 2019-2020 Edition, LexisNexis, without any review or consideration of any decisions or  opinions  of  courts  or  other  adjudicative  bodies  or  governmental  authorities  of  the  State  of  Delaware,  whether or not reported or summarized in the foregoing publications.            (L)   Insofar as our opinions in opinion paragraph 4 above relate to the enforceability under New  York law of the choice of law provisions contained in the Opinion Documents selecting New York law as  the governing law thereof or provisions relating to the submission to jurisdiction of the courts of the State  of New York, such opinions are rendered solely in reliance upon the Act of July 19, 1984, ch.421, 1984  McKinney's  Sess.  Law  of  N.Y.  1406  (codified  as  N.Y.  Gen.  Oblig.  Law  Sections  5-1401  and  5-1402  (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001)).  We call to your attention that such Section  5-1401 of the NYGOL refers to Section 1-105 of the New York UCC; however, effective December 17,  2014, Article 1 of the New York UCC was amended such that the substance of what was covered by Section  1-105 thereof is now covered by Section 1-301 of the New York UCC but conforming changes to Section  5-1401 were not made at that time to refer to Section 1-301.  Accordingly, we do not express any opinion  as to the effect of such amendment to Article 1 of the New York UCC on such Section 5-1401 or on any  opinion stated herein that relates to the enforceability of the choice of New York law contained in any  Opinion Document.  In addition, we note that the application of such New York laws to a transaction where                                             D-                                           12 





 






  the State of New York has no contact or only insignificant contact with the parties and the transaction may  raise  constitutional  and  comity  issues.   We  direct  your  attention  to Lehman  Brothers  Commercial  Corporation v. Minmetals International Non-Ferrous Metals Trading Company, 2000 U.S. Dist. LEXIS  16445 (S.D.N.Y. 2000), in which the court analyzed such New York laws and noted that "[i]t remains to  be seen, however, whether a state with no connection to either of the parties or the transactions could apply  its own law, consonant with the Full Faith and Credit Clause [of the U.S. Constitution], when doing so  would violate an important public policy of a more-interested state."          (M)   We express no opinion as to (i) the financial condition or solvency of any Opinion Party;  (ii) the ability (financial or otherwise) of any Opinion Party to meet its respective obligations under any  Opinion  Documents  to  which  it  is  a  party;  or  (iii)  the  compliance  of  the  Opinion  Documents  or the  transactions contemplated thereby with, or the effect of any of the foregoing with respect to, any antifraud  or other applicable legal disclosure requirements.          (N)   We express no opinion as to any accounting, financial or economic matters or the accuracy  as to factual matters of any representation, warranty, data or other information, whether oral or written, that  may have been made by any legal entity involved in any transaction described in any Opinion Document.          (O)   As used in this opinion “Applicable Law” does not include, and we express no opinion  about, any of the following: (a) except as expressly set forth in opinion paragraph 6 and opinion paragraph  7 above, any federal or state banking, thrift, credit union, bank holding company, thrift holding company,  financial holding company, securities, commodities, insurance, investment company, investment adviser,  premium finance or life settlement laws, rules and regulations; (b) any federal or state labor, pension, or  other  employee  benefit  laws,  rules  and  regulations;  (c)  any  federal  or  state  antitrust,  trade  or  unfair  competition laws, rules and regulations; (d) any federal or state laws, rules and regulations relating to the  environment, safety, health, or other similar matters; (e) any laws, rules, regulations, ordinances, orders, or  decisions of any county, municipality, town, subdivision or similar local authority of any jurisdiction or  any agency, district or instrumentality thereof, including any zoning or land use laws or regulations; (f) any  federal or state tax laws, rules and regulations or any accounting matters; (g) any federal or state laws, rules  or regulations relating to copyrights, patents, trademarks, or other intellectual property; (h) any federal or  state laws relating to racketeering, civil forfeiture or other criminal acts; (i) any federal or state laws, rules  and regulations relating to emergencies, national security, money laundering or privacy rights; (j) the Dodd- Frank Wall Street Reform and Consumer Protection Act and rules and regulations related thereto; (l) except  with respect  to our opinions in paragraph 3 and paragraph 5 above, any federal or state laws, rules or  regulations relating to the regulation of utilities; or (m) judicial and administrative decisions, orders, rulings  and other interpretations addressing any laws or regulations described in this proviso as being excluded  from Applicable Law.      We have been engaged by the Opinion Parties to represent them solely for purposes of rendering the  opinions expressed in this letter, but we caution you that we are not the sole outside counsel to the Opinion  Parties or their respective affiliates.  Our representation of the Opinion Parties is limited to certain specified  discrete matters selected by them.  The Opinion Parties and their respective affiliates have in the past used,  and to our knowledge continue to use, other law firms to represent them in connection with other matters,  including without limitation, litigation, corporate, securities and regulatory matters.  Accordingly, the scope  of this opinion is limited to the matters addressed herein.  No inference with regard to other matters should  be  drawn  from  our  representation  of  the  Opinion  Parties  or  their  respective  affiliates  for  purposes  of  rendering the opinions expressed in this letter.          This  opinion  letter  shall  be  interpreted in  accordance with  the  customary  practice  of  United  States  lawyers who regularly give opinions in transactions of this type, and United States lawyers who regularly                                             D-                                           13 





 






  advise opinion recipients regarding such opinions.          The opinions expressed herein are solely for the benefit of the addressees hereof in connection with the  transaction referred to herein and may not be relied on by such addressees for any other purpose or in any  manner, or furnished to or relied on for any purpose by any other person or entity, in each case without our  prior written consent.  [Notwithstanding the foregoing, at your request, we hereby consent to (i) this opinion  letter being furnished to your agents and representatives, and (ii) reliance hereon by any future assignee of  the Bank’s interests in the Loans under the Credit Agreement pursuant to an assignment that is made and  consented to in accordance with the express provisions of Section 9.06 of the Credit Agreement, on the  condition  and  understanding  that  (a)  this  letter  speaks  only  as  of  the  date  hereof,  (b)  we  have  no  responsibility or obligation to update this letter, to consider its applicability or correctness to any Person  other than its addressee(s), or to take into account changes in law, facts or any other developments of which  we may later become aware, and (c) any such reliance by a future assignee must be actual and reasonable  under the circumstances existing at the time of assignment, including any changes in law, facts or any other  developments  known  to  or  reasonably  knowable  by  the  assignee  at  such  time.]   This  opinion  letter  is  rendered as of the date set forth above.  We expressly disclaim any obligation to update this opinion letter  in any respect after such date.    Very truly yours,                                                                                        D-                                           14 





 






                                                                             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 2.16  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[  ]                                                                                                                                                                                     D-                                            1 





 






                                                                                  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 2.16 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[  ]                                                  D-2 





 






                                                                                            EXHIBIT E                                            Form of Request for an Adjustment                                           Dated as of:                                                          PPL CAPITAL FUNDING, INC. (the “Borrower”) and PPL CORPORATION (the “Guarantor”),  in connection with the Revolving Credit Agreement dated as of [______], 2020 (as amended, restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the  Guarantor, and The Bank of Nova Scotia, as Lender, hereby certifies that:                       1.    The  Borrower  requests  an  [increase/decrease]  to  the  Maximum  Facility  Amount  in  the  amount of    ($                                                       )  (the  “Optional  Adjustment”).                       2.    All  of  the  representations  and  warranties  of  the  Loan  Parties  contained  in  the  Credit  Agreement and the other Loan Documents are true and correct in all material respects (except to the extent  any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in  which case, such representation and warranty shall be true and correct in all respects) on and as of the date  hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in  which case they were true and correct in all material respects (except to the extent any such representation  and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such  representation and warranty was true and correct in all respects) as of such earlier date and except for the  representations in Section 5.04(c), Section 5.05, Section 5.13 and Section 5.14(a) of the Credit Agreement,  which shall be deemed only to relate to the matters referred to therein on and as of the Effective Date.                       3.    There  does  not  exist,  as  of  this  date,  and  there  will  not  exist  after  giving  effect  to  the  Optional 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 Guarantor and the Borrower  authorizing such Optional 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]                                                                                [Signature page follows]                                                                                                                  





 






                       IN  WITNESS  WHEREOF,  each  of  the  Borrower  and  the Guarantor,  acting  through  an  authorized signatory, has signed this Notice of Revolving Increase as of the day and year first above  written.                                                   PPL CAPITAL FUNDING, INC.                                                   By:                                       Name:                                   Title:                                                                   PPL CORPORATION                                                   By:                                       Name:                                   Title:                                                                   





 






                                                Annex I                                                                Lender Information                                                      Name                                   Lending Office          The Bank of Nova Scotia               250 Vesey Street, 23-24 FL                                                New York, NY 10281                                                                            PPL CAPITAL FUNDING, INC.  - UNCOMMITTED LETTER OF CREDIT AGREEMENT