Exhibit
10(a)
 
 SECOND
AMENDMENT TO REIMBURSEMENT AGREEMENT
 
 THIS
SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of September 1, 2005 (this
“ Amendment ”), to
the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY
SUPPLY, LLC, a Delaware limited liability company (the “ Account
Party ”), and
certain of the Lenders (such capitalized term and other capitalized terms used
in this preamble and the recitals below to have the meanings set forth in, or
are defined by reference in, Article
I below).
  
  W I T
N E S S E T H :
  WHEREAS,
the Account Party, the Lenders and The Bank of Nova Scotia, as the Issuer and as
Administrative Agent, are all parties to the Reimbursement Agreement, dated as
of March 31, 2005 (as amended or otherwise modified prior to the date hereof,
the “ Existing
Reimbursement Agreement ”, and as
amended by this Amendment and as the same may be further amended, supplemented,
amended and restated or otherwise modified from time to time, the “ Reimbursement
Agreement ”);
  WHEREAS,
the Account Party has requested that the Lenders amend certain provisions of the
Existing Reimbursement Agreement and the Lenders are willing, on the terms and
subject to the conditions hereinafter set forth, to modify the Existing
Reimbursement Agreement as set forth below;
  NOW,
THEREFORE, the parties hereto hereby covenant and agree as follows:
   ARTICLE
I
 DEFINITIONS
   SECTION
1.1.  Certain
Definitions . The
following terms when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
  “ Account
Party ” is
defined in the preamble .
  “ Amendment ” is
defined in the preamble .
  “ Amendment
Effective Date ” is
defined in Article
III .
  “ Existing
Reimbursement Agreement ” is
defined in the first
recital .
  “ Reimbursement
Agreement ” is
defined in the first
recital .
   SECTION
1.2.  Other
Definitions . Terms
for which meanings are provided in the Reimbursement Agreement are, unless
otherwise defined herein or the context otherwise requires, used in this
Amendment with such meanings.
  ARTICLE
II
 AMENDMENTS
TO REIMBURSEMENT AGREEMENT
 
  Effective
as of June 22, 2005, 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 . Except
as expressly so amended, the Existing Reimbursement Agreement shall continue in
full force and effect in accordance with its terms.
   SECTION
2.1.  Amendment
to Section 1.1 . Section
1.1 of the Existing Reimbursement Agreement is hereby amended by inserting the
following definitions in the appropriate alphabetical order:
  “ Second
Amendment ” means
the Second Amendment to Reimbursement Agreement, dated as of September 1, 2005,
among the Account Party and the Lenders party thereto.
   SECTION
2.2.  Amendment
to Definition of “Incorporated Agreement” . The
definition of “Incorporated Agreement” in Section 1.1 of the Existing
Reimbursement Agreement is hereby amended and restated in its entirety as
follows:
  “ Incorporated
Agreement ” means
the $800,000,000 Amended and Restated Five-Year Credit Agreement, dated as of
June 22, 2005, among the Account Party, the lenders from time to time party
thereto, Wachovia Bank, National Association, as administrative agent and
issuing lender, certain financial institutions, as syndication agents, certain
financial institutions, as lead arrangers, and certain financial institutions
(including Scotia Capital), 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 agrees in writing that such
modification, supplement, amendment or waiver shall apply to such provisions or
schedules incorporated herein.
   ARTICLE
III
 CONDITIONS
TO EFFECTIVENESS
  This
Amendment and the amendments contained herein shall become effective as of June
22, 2005 when each of the conditions set forth in this Article
III shall
have been fulfilled to the satisfaction of the Administrative
Agent.
   SECTION
3.1.  Counterparts . The
Administrative Agent shall have received counterparts hereof executed on behalf
of the Account Party and the Required Lenders.
   SECTION
3.2.  Costs
and Expenses, etc . The
Administrative Agent shall have received for the account of each Lender, all
fees, costs and expenses due and payable pursuant to Section 10.3 of the
Reimbursement Agreement, if then invoiced.
   SECTION
3.3.  Satisfactory
Legal Form . The
Administrative Agent and its counsel shall have received all information, and
such counterpart originals or such certified or other copies of such materials,
as the Administrative Agent or its counsel may reasonably request, and all legal
matters incident to the effectiveness of this Amendment shall be satisfactory to
the Administrative Agent and its counsel. All documents executed or submitted
pursuant hereto or in connection herewith shall be reasonably satisfactory in
form and substance to the Administrative Agent and its counsel.
   ARTICLE
IV
 MISCELLANEOUS
   SECTION
4.1.  Cross-References .
References in this Amendment to any Article or Section are, unless otherwise
specified, to such Article or Section of this Amendment.
   SECTION
4.2.  Loan
Document Pursuant to Existing Reimbursement Agreement . This
Amendment is a Loan Document executed pursuant to the Existing Reimbursement
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with all of the terms and provisions of
the Existing Reimbursement Agreement, as amended hereby, including
Article X thereof.
   SECTION
4.3.  Successors
and Assigns . This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
   SECTION
4.4.  Counterparts . This
Amendment may be executed by the parties hereto in several counterparts, each of
which when executed and delivered shall be an original and all of which shall
constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this
Amendment.
   SECTION
4.5.  Governing
Law . THIS
AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).
   SECTION
4.6.  Full
Force and Effect; Limited Amendment .
Except as expressly amended hereby, all of the representations, warranties,
terms, covenants, conditions and other provisions of the Existing Reimbursement
Agreement and the Loan Documents shall remain unchanged and shall continue to
be, and shall remain, in full force and effect in accordance with their
respective terms. The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended herein and shall not be
deemed to be an amendment to, waiver of, consent to or modification of any other
term or provision of the Existing Reimbursement Agreement or any other Loan
Document or of any transaction or further or future action on the part of any
Obligor which would require the consent of the Lenders under the Existing
Reimbursement Agreement or any of the Loan Documents.
   SECTION
4.7.  Representations
and Warranties . In
order to induce the Lenders to execute and deliver this Amendment, the Account
Party hereby represents and warrants to the Lenders, on June 22, 2005 and the
date this Amendment becomes effective pursuant to Article
III , both
before and after giving effect to this Amendment, all statements set forth in
Section 5.2.1 of the Reimbursement Agreement are true and correct as of such
date, except to the extent that any such statement expressly relates to an
earlier date (in which case such statement was true and correct on and as of
such earlier date).
  
 IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.
  
  PPL
ENERGY SUPPLY, LLC
 
 
 By: /s/
James E. Abel
 Title: Vice President and Treasurer
 
 
 
 THE BANK
OF NOVA SCOTIA
 
 
 By: /s/
Christopher Usas
 Title: Director