Exhibit
10(a)
 
 
 SEVENTH
AMENDMENT TO REIMBURSEMENT AGREEMENT
 
 THIS
SEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of March 1, 2008 (this
“Amendment”),
to the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY
SUPPLY, LLC, a Delaware limited liability company (the “Account Party”), and
certain of the Lenders (such capitalized term and other capitalized terms used
in this preamble and the recitals below to have the meanings set forth in, or
are defined by reference in, Article I
below).
  W I T N E S S E T
H:
  WHEREAS,
the Account Party, the Lenders and The Bank of Nova Scotia, as the Issuer and as
Administrative Agent, are all parties to the Reimbursement Agreement, dated as
of March 31, 2005 (as amended or otherwise modified prior to the date hereof,
the “Existing
Reimbursement Agreement”, and as amended by this Amendment and as the
same may be further amended, supplemented, amended and restated or otherwise
modified from time to time, the “Reimbursement
Agreement”); and
  WHEREAS,
the Account Party has requested that the Lenders amend certain provisions of the
Existing Reimbursement Agreement and the Lenders are willing to modify the
Existing Reimbursement Agreement on the terms and subject to the conditions
hereinafter set forth;
  NOW,
THEREFORE, the parties hereto hereby covenant and agree as follows:
   ARTICLE
I
 DEFINITIONS
  SECTION
1.1.  Certain
Definitions.  The following terms when used in this Amendment
shall have the following meanings (such meanings to be equally applicable to the
singular and plural forms thereof):
  “Account Party” is
defined in the preamble.
  “Amendment” is defined
in the preamble.
  “Existing Reimbursement
Agreement” is defined in the first
recital.
  “Reimbursement
Agreement” is defined in the first
recital.
   SECTION
1.2.  Other
Definitions.  Terms for which meanings are provided in the
Existing Reimbursement Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such
meanings.
   ARTICLE
II
 AMENDMENTS
TO THE EXISTING REIMBURSEMENT AGREEMENT
  Effective
as of the date hereof, but subject to the occurrence of the satisfaction of the
conditions in Article
III, the provisions of the Existing Reimbursement Agreement referred to
below are hereby amended in accordance with this Article
II.
   SECTION
2.1.  Amendment to Section
1.1.  Section 1.1 of the Existing Reimbursement Agreement is
hereby amended by
   (a)           
inserting the following definitions in the appropriate alphabetical
order:
  “Sanctioned Entity”
means (i) an agency of the government of, (ii) an organization directly or
indirectly controlled by, or (iii) a person resident in, a country that is
subject to a sanctions program identified on the list maintained by OFAC and
available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
or as otherwise published from time to time as such program may be applicable to
such agency, organization or person.
  “Sanctioned Person”
means a person named on the list of Specially Designated Nationals or Blocked
Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
published from time to time.
   “Seventh Amendment”
means the Seventh Amendment to Reimbursement Agreement, dated as of March 1,
2008, among the Account Party and the Lenders party thereto.
   (b)           amending
and restating the definition of “Incorporated Agreement” in its entirety as
follows:
  “Incorporated
Agreement” means the $3,400,000,000 Second Amended and Restated Five-Year
Credit Agreement, dated as of May 4, 2007, among the Account Party, the lenders
from time to time party thereto, Wachovia Bank, National Association, as
administrative agent, issuing lender and swingline lender, certain financial
institutions, as syndication agents, certain financial institutions, as lead
arrangers, and certain financial institutions, as documentation agents, as in
effect on the date hereof and without giving effect to any subsequent
modification, supplement, amendment or waiver by the lenders under, or by other
parties to, the Incorporated Agreement, unless the Required Lenders agree in
writing that such modification, supplement, amendment or waiver shall apply to
such provisions or schedules incorporated herein.
   (c)           amending
and restating the definition of “Letter of Credit Commitment Amount” in its
entirety as follows:
  “Letter of Credit Commitment
Amount” means, on any date, a maximum amount of
$300,000,000.
   (d)           amending
and restating the definition of “Stated Maturity Date” in its entirety as
follows:
  “Stated Maturity Date”
means March 31, 2009.
   SECTION
2.2.  Amendment to Section
2.5.  Section 2.5 of the Existing Reimbursement Agreement is
hereby amended in its entirety to read as follows:
  SECTION
2.5  [INTENTIONALLY OMITTED.]
  SECTION
2.3.  Amendments to Article
VI.  Article VI of the Existing Reimbursement Agreement is
hereby amended in accordance with Sections 2.3.1
through 2.3.3.
   SECTION
2.3.1.  Clause (a) of Section 6.4 of the Existing Reimbursement Agreement
is hereby amended and restated in its entirety as follows:
  (a) The
consolidated balance sheet of the Account Party and its Consolidated
Subsidiaries as of December 31, 2007 and the related consolidated statements of
income and cash flows for the fiscal year then ended, reported on by Ernst &
Young LLP, copies of which have been delivered to each of the Administrative
Agent and the Lenders, fairly present, in conformity with GAAP, the consolidated
financial position of the Account Party as of such date and its consolidated
results of operations and cash flows for such fiscal year.
   SECTION
2.3.2.  A new Section 6.18 following Section 6.17 of the Existing
Reimbursement Agreement is hereby inserted which reads as follows:
  SECTION
6.18  Environmental
Matters. (a) Except (i) as disclosed in or contemplated by the Account
Party’s Form 10-K Report to the SEC for the year ended December 31, 2007 or in
any subsequent Form 10-Q or 8-K Report or otherwise furnished to the
Administrative Agent in writing, or (ii) to the extent that the liabilities of
the Account Party and its Subsidiaries, taken as a whole, that relate to or
could result from the matters referred to in clauses (i) through (iii) of this
Section 6.18, inclusive, would not reasonably be expected to result in a
Material Adverse Effect, to the Account Party’s or any of its Subsidiaries’
knowledge: (i) no notice, notification, citation, summons, complaint or order
has been issued, no complaint has been filed, no penalty has been assessed nor
is any investigation or review pending or threatened by any governmental or
other entity with respect to any (A) alleged violation by the Account Party or
any of its Subsidiaries of any Environmental Law, (B) alleged failure by the
Account Party 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) no
Hazardous Substance has been released (and no written notification of such
release has been filed) (whether or not in reportable or threshold planning
quantity) at, on or under any property now or previously owned, leased or
operated by the Account Party or any of its Subsidiaries; and (iii) no property
now or previously owned, leased or operated by the Account Party or any of its
Subsidiaries or any property to which the Account Party or any of its
Subsidiaries has, directly or indirectly, transported or arranged for the
transportation of any Hazardous Substances, is listed or, to the Account Party’s
or any of its Subsidiaries’ knowledge, proposed for listing, on the National
Priorities List promulgated pursuant to the CERCLA, as amended, on CERCLIS 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 Account Party’s Form
10-K Report to the SEC for the year ended December 31, 2007 or in any subsequent
Form 10-Q or 8K Report or otherwise furnished to the Administrative Agent in
writing, to the Account Party’s or any of its Subsidiaries’ knowledge, there are
no Environmental Liabilities that have resulted or could reasonably be expected
to result in a Material Adverse Effect. (c) For purposes of this Section 6.18,
the terms “the Account Party” and “Subsidiary” shall include any business or
business entity (including a corporation) which is a predecessor, in whole or in
part, of the Account Party or any of its Subsidiaries from the time such
business or business entity became a Subsidiary of PPL Corporation, a
Pennsylvania corporation.
   SECTION
2.3.3.  A new Section 6.19 following Section 6.17 of the Existing
Reimbursement Agreement is hereby inserted which reads as follows:
  SECTION
6.19  OFAC.  None
of the Account Party, any Subsidiary of the Account Party or any Affiliate of
the Account Party: (i) is a Sanctioned Person, (ii) has more than 10% of its
assets in Sanctioned Entities, or (iii) derives more than 10% of its operating
income from investments in, or transactions with Sanctioned Persons or
Sanctioned Entities.  No Letter of Credit will be used, and no Letter
of Credit has been used, to fund any operations in, finance any investments or
activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Entity.
   ARTICLE
III
 CONDITIONS
TO EFFECTIVENESS
  This
Amendment and the amendments contained herein shall become effective as of the
date hereof when each of the conditions set forth in this Article III shall
have been fulfilled to the satisfaction of the Administrative
Agent.
   SECTION
3.1.  Counterparts.  The
Administrative Agent shall have received counterparts hereof executed on behalf
of the Account Party and the each of the Lenders.
   SECTION
3.2.  Costs and
Expenses, etc.  The Administrative Agent shall have received
for the account of each Lender, all fees, costs and expenses due and payable
pursuant to Section 10.3 of the Reimbursement Agreement, if then
invoiced.
   SECTION
3.3.  Resolutions,
etc.  The Administrative Agent shall have received from the
Account Party (i) a copy of a good standing certificate, dated a date
reasonably close to the date hereof and (ii) a certificate, dated as of the
date hereof, duly executed and delivered by any vice president, the controller,
the treasurer, the assistant treasurer, secretary or assistant secretary of the
Account Party as to
  (a)  resolutions
of the Account Party’s Board of Managers then in full force and effect
authorizing the execution, delivery and performance of this Amendment and the
transactions contemplated hereby;
  (b)  the
incumbency and signatures of those of its officers authorized to act with
respect to this Amendment; and
  (c)  the
full force and validity of each Organic Document of the Account Party and copies
thereof;
  upon
which certificates the Administrative Agent and all Lenders may conclusively
rely until it shall have received a further certificate of any such officer of
the Account Party canceling or amending such prior certificate.
   SECTION
3.4.  Opinions of
Counsel.  The Administrative Agent shall have received
opinions, dated the date hereof and addressed to the Administrative Agent and
all Lenders, from Dewey & LeBoeuf LLP, New York counsel to the Account
Party, in form and substance satisfactory to the Administrative
Agent.
   SECTION
3.5.  Satisfactory Legal
Form.  The Administrative Agent and its counsel shall have
received all information, and such counterpart originals or such certified or
other copies of such materials, as the Administrative Agent or its counsel may
reasonably request, and all legal matters incident to the effectiveness of this
Amendment shall be satisfactory to the Administrative Agent and its
counsel.  All documents executed or submitted pursuant hereto or in
connection herewith shall be reasonably satisfactory in form and substance to
the Administrative Agent and its counsel.
 
  ARTICLE
IV
 MISCELLANEOUS
  SECTION
4.1.  Cross-References.  References
in this Amendment to any Article or Section are, unless otherwise specified, to
such Article or Section of this Amendment.
   SECTION
4.2.  Loan
Document Pursuant to Existing Reimbursement Agreement.  This
Amendment is a Loan Document executed pursuant to the Existing Reimbursement
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with all of the terms and provisions of
the Existing Reimbursement Agreement, as amended hereby, including
Article X thereof.
   SECTION
4.3.  Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
   SECTION
4.4.  Counterparts.  This
Amendment may be executed by the parties hereto in several counterparts, each of
which when executed and delivered shall be an original and all of which shall
constitute together but one and the same agreement.  Delivery of an
executed counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this
Amendment.
   SECTION
4.5.  Governing
Law.  THIS AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK).
   SECTION
4.6.  Full
Force and Effect; Limited Amendment.  Except as expressly
amended hereby, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Existing Reimbursement Agreement and the
Loan Documents shall remain unchanged and shall continue to be, and shall
remain, in full force and effect in accordance with their respective
terms.  The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended herein and shall not be
deemed to be an amendment to, waiver of, consent to or modification of any other
term or provision of the Existing Reimbursement Agreement or any other Loan
Document or of any transaction or further or future action on the part of any
Obligor which would require the consent of the Lenders under the Existing
Reimbursement Agreement or any of the Loan Documents.
   SECTION
4.7.  Representations and
Warranties.  In order to induce the Lenders to execute and
deliver this Amendment, the Account Party hereby represents and warrants to the
Lenders, on the date this Amendment becomes effective pursuant to Article III, that
both before and after giving effect to this Amendment, all statements set forth
in clauses (a) and (b) of Section 5.2.1 of the Reimbursement Agreement are true
and correct as of such date, except to the extent that any such statement
expressly relates to an earlier date (in which case such statement was true and
correct on and as of such earlier date).
   
  
  IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.
  
  PPL
ENERGY SUPPLY, LLC
 
 
 By:__________________________
 Title:
 
 
 
 THE BANK
OF NOVA SCOTIA
 
 
 By:__________________________
 Title: