Exhibit 10(d)

RECEIVABLES SALE AGREEMENT





DATED AS OF AUGUST 1, 2004





between





PPL ELECTRIC UTILITIES CORPORATION,
  as Originator,





and





PPL RECEIVABLES CORPORATION
  as Buyer







TABLE OF CONTENTS





|                                                    | Page        
|--------------------------------------------------- | ------------
|Article I Amounts and
        Terms of the Purchase | 1           
|                                                    | Section 1.1 
|                                                    | Section 1.2 
|                                                    | Section 1.3 
|                                                    | Section 1.4 
|                                                    | Section 1.5 
|                                                    | Section 1.6 
|                                                    | Section 1.7 
|Article II Representations
        and Warranties   | 6           
|                                                    | Section 2.1 
|Article III Conditions
        of Purchase          | 11          
|                                                    | Section 3.1 
|                                                    | Section 3.2 
|Article IV Covenants                                |             
|                                                    | Section 4.1 
|                                                    | Section 4.2 
|Article V Termination
        Events                | 18          
|                                                    | Section 5.1 
|                                                    | Section 5.2 
|Article VI Indemnification                          | 20          
|                                                    | Section 6.1 
|                                                    | Section 6.2 
|Article VII Miscellaneous                           | 22          
|                                                    | Section 7.1 
|                                                    | Section 7.2 
|                                                    | Section 7.3 
|                                                    | Section 7.4 
|                                                    | Section 7.5 
|                                                    | Section 7.6 
|                                                    | Section 7.7 
|                                                    | Section 7.8 
|                                                    | Section 7.9 
|                                                    | Section 7.10
|                                                    | Section 7.11
|                                                    | Section 7.12





Exhibits and Schedules Excluded

|Exhibit I   | Definitions                                                                                                                                                                   
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                               
|Exhibit II  | Jurisdiction of Organization, Principal Place
        of Business; Chief Executive Office; Location(s) of Records; Federal Employer
        Identification Number; Other Names
|            |                                                                                                                                                                               
|Exhibit III | Reserved                                                                                                                                                                      
|            |                                                                                                                                                                               
|Exhibit IV  | Form of Compliance Certificate                                                                                                                                                
|            |                                                                                                                                                                               
|Exhibit V   | Summary of Credit and Collection Practices                                                                                                                                    
|            |                                                                                                                                                                               
|Exhibit VI  | Form of Subordinated Note                                                                                                                                                     
|            |                                                                                                                                                                               
|Exhibit VII | Form of Purchase Report                                                                                                                                                       
|            |                                                                                                                                                                               
|Schedules   |                                                                                                                                                                               
|            |                                                                                                                                                                               
|Schedule A  | Closing Documents                                                                                                                                                             
|            |                                                                                                                                                                               
|            |                                                                                                                                                                               





RECEIVABLES SALE AGREEMENT





THIS RECEIVABLES SALE AGREEMENT (this "Agreement"),
  dated as of August 1, 2004, is by and between PPL ELECTRIC UTILITIES CORPORATION,
  a Pennsylvania corporation ("Originator"), and PPL RECEIVABLES
  CORPORATION, a Delaware corporation (together with its successors and assigns
  hereunder, "Buyer"). Unless defined elsewhere herein,
  capitalized terms used in this Agreement shall have the meanings assigned to
  such terms in Exhibit I hereto (or, if not defined in Exhibit I
  hereto, the meaning assigned to such term in Exhibit I to the Credit Agreement).

PRELIMINARY STATEMENTS



Originator now owns, and from time to time hereafter will own, Receivables.
  Originator wishes to sell, assign, contribute or otherwise transfer to Buyer,
  and Buyer wishes to purchase from Originator, all of Originator's right, title
  and interest in and to such Receivables, together with the Related Security
  and Collections with respect thereto.

Originator and Buyer intend the transactions contemplated hereby to be true
  sales of the Receivables from Originator to Buyer, providing Buyer with the
  full benefits of ownership of the Receivables, and Originator and Buyer do not
  intend these transactions to be, or for any purpose to be characterized as,
  loans from Buyer to Originator.

Following the purchase of Receivables from Originator, Buyer will obtain loans
  secured by the Receivables, the associated Related Security and Collections
  pursuant to that certain Credit and Security Agreement, dated as of August 1,
  2004 (as the same may from time to time hereafter be amended, supplemented,
  restated or otherwise modified, the "Credit Agreement"),
  among Buyer, Originator, as initial Servicer, Blue Ridge Asset Funding Corporation
  ("Blue Ridge"), and Wachovia Bank, National Association,
  as Agent (in such capacity, the "Agent").

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements
  herein contained and other good and valuable consideration, the receipt and
  adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I



Amounts and Terms of the Purchase

Section 1.1    Initial Contribution of Receivables.

On the date hereof, Originator does hereby contribute, assign, transfer, set-over
  and otherwise convey to Buyer, and Buyer does hereby accept from Originator,
  Receivables originated by Originator and existing as of the close of business
  on the Business Day immediately prior to the date hereof (the "Initial
  Cutoff Date") having an aggregate Outstanding Balance (the "Initial
  Contributed Receivables") as set forth on the report delivered
  by Originator to Buyer on the Initial Cut-Off Date, which report shall be substantially
  in eth form of Exhibit VII hereto (the "Initial Purchase Report"),
  together with all Related Security relating thereto and all Collections thereof.

Section 1.2    Purchase of Receivables.

(a)    Effective on the date hereof, in consideration for
  the Purchase Price and upon the terms and subject to the conditions set forth
  herein, Originator does hereby sell, assign, transfer, set-over and otherwise
  convey to Buyer, without recourse (except to the extent expressly provided herein),
  and Buyer does hereby purchase from Originator, all of Originator's right, title
  and interest in and to all Receivables existing as of the close of business
  on the Initial Cutoff Date (other than the Initial Contributed Receivables)
  and all Receivables thereafter arising through and including the Termination
  Date, together, in each case, with all Related Security relating thereto and
  all Collections thereof. In accordance with the preceding sentence, on the date
  hereof Buyer shall acquire all of Originator's right, title and interest in
  and to all Receivables existing as of the Initial Cutoff Date and thereafter
  arising through and including the Termination Date, together with all Related
  Security relating thereto and all Collections thereof. Buyer shall be obligated
  to pay the Purchase Price for the Receivables purchased hereunder in accordance
  with Section 1.3.

(b)    On each Monthly Reporting Date (and following the
  occurrence of a Downgrading Event with respect to the Servicer, at any time
  upon the request of the Buyer), Originator shall (or shall require the Servicer
  to) deliver to Buyer a report in substantially the form of Exhibit VII
  hereto (each such report, together with the Initial Purchase Report, being herein
  called a "Purchase Report") with respect to the Receivables
  sold and/or contributed by Originator to Buyer during the Settlement Period
  then most recently ended. In addition to, and not in limitation of, the foregoing,
  in connection with the payment of the Purchase Price for any Receivables purchased
  hereunder, Buyer may request that Originator deliver, and Originator shall deliver,
  such approvals, opinions, information or documents as Buyer may reasonably request.

(c)    It is the intention of the parties hereto that the
  Purchase of Receivables made hereunder shall constitute a sale and/or contribution,
  which sale and/or contribution, as the case may be, is absolute and irrevocable
  and provides Buyer with the full benefits of ownership of the Receivables. Except
  for the Purchase Price Credits owed pursuant to Section 1.4, the transfer
  of Receivables hereunder is made without recourse to Originator; provided,
  however, that Originator shall be liable to Buyer for all representations,
  warranties, covenants and indemnities made by Originator pursuant to the terms
  of the Transaction Documents to which Originator is a party, and such transfer
  does not constitute and is not intended to result in an assumption by Buyer
  or any assignee thereof of any obligation of Originator or any other Person
  arising in connection with the Receivables, the related Contracts and/or other
  Related Security or any other obligations of Originator. In view of the intention
  of the parties hereto that the Purchase of Receivables made hereunder shall
  constitute a sale and/or contribution of such Receivables rather than loans
  secured thereby, Originator agrees that it will, on or prior to the date hereof
  and in accordance with Section 4.1(e)(ii), mark its master data processing
  records relating to the Receivables with a legend acceptable to Buyer and to
  the Agent (as Buyer's assignee), evidencing that Buyer has acquired such Receivables
  as provided in this Agreement and to note in its financial statements that its
  Receivables have been absolutely transferred to Buyer. Upon the request of Buyer
  or the Agent (as Buyer's assignee), Originator will execute and file such UCC
  financing or continuation statements, or amendments thereto or assignments thereof,
  and such other instruments or notices, as may be necessary or appropriate to
  perfect and maintain the perfection of Buyer's ownership interest in the Receivables
  and the Related Security and Collections with respect thereto, or as Buyer or
  the Agent (as Buyer's assignee) may reasonably request.

Section 1.3    Payment for the Purchase.

(a)    The Purchase Price for the Purchase of Receivables
  in existence as of the close of business on the Initial Cutoff Date (other than
  the Initial Contributed Receivables) shall be payable in full by Buyer to Originator
  on the date hereof, and shall be paid to Originator in the following manner:

(i)    by delivery
  of immediately available funds, to the extent of funds made available to Buyer
  in connection with proceeds of Loans received by the Buyer under the Credit
  Agreement; provided that a portion of such funds shall be offset
  by amounts owed by Originator to Buyer on account of the issuance of equity
  having a total value of not less than the Required Capital Amount, and

(ii)    the balance,
  by delivery of the proceeds of a subordinated revolving loan from Originator
  to Buyer (a "Subordinated Loan") in an amount not to
  exceed the least of the remaining unpaid portion of such Purchase Price, the
  maximum Subordinated Loan (aggregated with all Subordinated Loans then outstanding
  to Originator) that could be borrowed without rendering Buyer's Net Worth less
  than the Required Capital Amount, and ten percent (10%) of such Purchase Price.
  Originator is hereby authorized by Buyer to endorse on the schedule attached
  to the Subordinated Note an appropriate notation evidencing the date and amount
  of each advance thereunder, as well as the date of each payment with respect
  thereto, provided that the failure to make such notation shall not affect any
  obligation of Buyer thereunder.

The Purchase Price for each Receivable coming into existence after the Initial
  Cutoff Date shall be due and owing in full by Buyer to Originator or its designee
  on the date each such Receivable came into existence (except that Buyer may,
  with respect to any such Purchase Price, offset against such Purchase Price
  any amounts owed by Originator to Buyer hereunder and which have become due
  but remain unpaid) and shall be paid to Originator in the manner provided in
  the following paragraphs (b), (c) and (d).

(b)    With respect to any Receivables coming into existence
  after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay the
  Purchase Price therefor in accordance with Section 1.3(d) and in the
  following manner:

first, by delivery of immediately available funds, to the extent of
  funds available to Buyer from proceeds of Loans received by Buyer under the
  Credit Agreement or other cash on hand;

second, by delivery of the proceeds of a Subordinated Loan, provided
  that the making of any such Subordinated Loan shall be subject to the provisions
  set forth in Section 1.3(a)(ii); and

third, unless Originator or Buyer has declared the Termination Date
  to have occurred pursuant to this Agreement, by accepting a contribution to
  its capital in an amount equal to the remaining unpaid balance of such Purchase
  Price.

Subject to the limitations set forth in Section 1.3(a)(ii), Originator
  irrevocably agrees to advance each Subordinated Loan requested by Buyer on or
  prior to the Termination Date. The Subordinated Loans shall be evidenced by,
  and shall be payable in accordance with the terms and provisions of the Subordinated
  Note and shall be payable solely from funds which Buyer is not required under
  the Credit Agreement to set aside for the benefit of, or otherwise pay over
  to, the Agent for the benefit of the Secured Parties.

(c)    From and after the Termination Date, Originator
  shall not be obligated to (but may, at its option): sell Receivables to Buyer,
  or contribute Receivables to Buyer's capital pursuant to clause third
  of Section 1.3(b) unless Originator reasonably determines that the Purchase
  Price therefor will be satisfied with funds available to Buyer from sales of
  interests in the Receivables pursuant to the Credit Agreement, Collections,
  proceeds of Subordinated Loans, other cash on hand or otherwise.

(d)    Although the Purchase Price for each Receivable
  coming into existence after the Initial Cutoff Date shall be due and payable
  in full by Buyer to Originator on the date such Receivable came into existence,
  settlement of the Purchase Price between Buyer and Originator shall be effected
  on a monthly basis on the respective Settlement Date with respect to all Receivables
  coming into existence during the same Calculation Period and based on the information
  contained in the Purchase Report delivered by Originator for the Calculation
  Period then most recently ended. Although settlement shall be effected on each
  Settlement Date, increases or decreases in the amount owing under the Subordinated
  Note made pursuant to Section 1.3 and any contribution of capital by
  Originator to Buyer made pursuant to Section 1.3(b) shall be deemed to
  have occurred and shall be effective as of the last Business Day of the Calculation
  Period to which such settlement relates.

Section 1.4    Purchase Price Credit Adjustments.

If on any day:

(a)    the Outstanding Balance of a Receivable is:

(i)    reduced as a
  result of any cash discount or any adjustment or otherwise by Originator or
  any Affiliate thereof, or as a result of any tariff or other governmental action,
  or

(ii)    reduced or
  canceled as a result of a setoff in respect of any claim by any Person (whether
  such claim arises out of the same or a related transaction or an unrelated transaction),
  or

(iii)    reduced on
  account of the obligation of Originator or any Affiliate thereof to pay the
  related Obligor any rebate or refund, or

(iv)    less than the
  amount included in the calculations in any Purchase Report, or

(b)    any of the representations and warranties set forth
  in Section 2.1(f), Section 2.1(h), Section 2.1(i), Section
  2.1(q), Section 2.1(r), Section 2.1(s) or Section 2.1(t)
  are not true when made or deemed made with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a "Purchase
  Price Credit") against the Purchase Price otherwise payable hereunder
  equal to the Outstanding Balance of such Receivable (calculated before giving
  effect to the applicable reduction or cancellation). If such Purchase Price
  Credit exceeds the Original Balance of the Receivables coming into existence
  on any day, then Originator shall pay the remaining amount of such Purchase
  Price Credit in cash immediately, provided that if the Termination Date has
  not occurred, Originator shall be allowed to deduct the remaining amount of
  such Purchase Price Credit from any indebtedness owed to it under the Subordinated
  Note.

Section 1.5    Payments and Computations, Etc.

All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited
  in accordance with the terms hereof on the day when due in immediately available
  funds to the account of Originator designated from time to time by Originator
  or as otherwise directed by Originator. In the event that any payment owed by
  any Person hereunder becomes due on a day that is not a Business Day, then such
  payment shall be made on the next succeeding Business Day. If any Person fails
  to pay any amount hereunder when due, such Person agrees to pay, on demand,
  the Default Fee in respect thereof until paid in full; provided, however,
  that such Default Fee shall not at any time exceed the maximum rate permitted
  by applicable law. All computations of interest payable hereunder shall be made
  on the basis of a year of 360 days for the actual number of days (including
  the first but excluding the last day) elapsed.

Section 1.6    Transfer of Records.

(a)    In connection with the Purchase of Receivables hereunder,
  Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all
  of Originator's right and title to and interest in the Records relating to all
  Receivables sold or contributed hereunder, without the need for any further
  documentation in connection with the Purchase; provided, however, certain
  consumer information related to the Receivables shall not be transferred to
  Buyer in accordance with Section 54.8 of the Pennsylvania Public Utility Commission
  Regulations. In connection with such transfer, Originator hereby grants to each
  of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to
  use, without royalty or payment of any kind, all software used by Originator
  to account for the Receivables, to the extent necessary to administer the Receivables,
  whether such software is owned by Originator or is owned by others and used
  by Originator under license agreements with respect thereto, provided that should
  the consent of any licensor of such software be required for the grant of the
  license described herein to be effective, Originator hereby agrees that upon
  the request of Buyer (or Buyer's assignee), Originator will use its reasonable
  efforts to obtain the consent of such third-party licensor. The license granted
  hereby shall be irrevocable until the indefeasible payment in full of all of
  Buyer's Obligations under the Credit Agreement.

(b)    Originator shall take such action requested by Buyer
  and/or the Agent (as Buyer's assignee), from time to time hereafter, that may
  be necessary or appropriate to ensure that Buyer has an enforceable ownership
  interest, and its assigns under the Credit Agreement have an enforceable ownership
  interest, in the Records relating to the Receivables purchased from Originator
  hereunder, and shall use its reasonable efforts to ensure that Buyer, the Agent
  and the Servicer each has an enforceable right (whether by license or sublicense
  or otherwise) to use all of the computer software used to account for the Receivables
  and/or to recreate such Records; provided, however, certain consumer
  information related to the Receivables shall not be available in accordance
  with Section 54.8 of the Pennsylvania Public Utility Commission Regulations.

Section 1.7    Characterization.

If, notwithstanding the intention of the parties expressed in Section 1.2(c),
  any sale or contribution by Originator to Buyer of Receivables hereunder shall
  be characterized as a secured loan and not a sale or contribution or such sale
  or contribution, as the case may be, shall for any reason be ineffective or
  unenforceable, then this Agreement shall be deemed to constitute a security
  agreement under the UCC and other applicable law. For this purpose and without
  being in derogation of the parties' intention that the sale of Receivables hereunder
  shall constitute a true sale and absolute assignment thereof, Originator hereby
  grants to Buyer a security interest in all of Originator's right, title and
  interest in, to and under all Receivables now existing and hereafter arising,
  all Collections and Related Security with respect thereto, all other rights
  and payments relating to the Receivables and all proceeds of the foregoing (collectively,
  the "Originator Collateral"), to secure the prompt and
  complete payment of a loan deemed to have been made in an amount equal to the
  Purchase Price of the Receivables together with all other obligations of Originator
  hereunder. Originator shall take such action as may be necessary or appropriate
  to ensure that such security interest is duly perfected and prior to all other
  Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies
  which they may have under this Agreement, all other rights and remedies provided
  to a secured creditor under the UCC and other applicable law, which rights and
  remedies shall be cumulative.

Article II



Representations and Warranties

Section 2.1    Representations and Warranties of
  Originator.

Originator hereby represents and warrants to Buyer on the date hereof, on the
  date of each Purchase and on each date that any Receivable comes into existence
  that:

(a)    Status. It is a corporation duly organized,
  validly existing and in good standing under the laws of the Commonwealth of
  Pennsylvania, has taken no action in connection with, or in contemplation of,
  changing its jurisdiction of formation to any other jurisdiction and has the
  corporate authority to make and perform this Agreement and each other Transaction
  Document to which it is a party. This Agreement and each Transaction Document
  to which Originator is a party has been duly executed and delivered by such
  PPL Electric Party.

(b)    Legality; Etc. This Agreement and each other
  Transaction Document to which it is a party constitute the legal, valid and
  binding obligations of Originator, in each case enforceable against it in accordance
  with their terms except to the extent limited by (i) bankruptcy, insolvency,
  fraudulent conveyance or reorganization laws, or by other 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 (ii)
  any applicable public policy on enforceability of provisions relating to contribution
  and indemnification.

(c)    Authority; No Conflict. The execution, delivery
  and performance by it of this Agreement and each other Transaction Document
  to which it is a party have been duly authorized by all necessary corporate
  or other 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 by-laws or (iii) result in the breach of or constitute a default under any
  indenture or other agreement or instrument to which it is a party and do not
  result in the creation of or imposition of any Adverse Claim (other than as
  created by the Transaction Documents) on any of the assets of Originator or
  its Subsidiaries except, in any such case, where such contravention could not
  be reasonably expected to have a Material Adverse Effect. No transaction contemplated
  hereby requires compliance with any bulk sales act or similar law.

(d)    Governmental Approvals. No authorization,
  consent or approval from any Governmental Authority is required for the execution,
  delivery and performance by it of this Agreement and the other Transaction Documents
  to which it is a party, except such authorizations, consents and approvals,
  including, without limitation, the PUC Order, as have been obtained prior to
  the date hereof and are in full force and effect.

(e)    Litigation. Except as disclosed in or contemplated
  by Originator's Form 10-K Report to the SEC for the year ended December 31,
  2003, or in any subsequent Form 10-K, 10-Q or 8-K Report or otherwise furnished
  in writing to the Agent, no litigation, arbitration or administrative proceeding
  against Originator is pending, or to Originator's knowledge, threatened, which
  would materially and adversely affect the ability of Originator to perform any
  of its obligations under this Agreement or the other Transaction Documents.
  There is no litigation, arbitration or administrative proceeding pending, or
  to the knowledge of Originator, threatened, which could have a material adverse
  effect on the legality, validity or enforceability of this Agreement or the
  other Transaction Documents to which it is a party, on the Buyer's ownership
  interest, or the Agent's security interest, for the benefit of the Secured Parties,
  in the Receivables generally or in any significant portion of the Receivables,
  the Related Security or the Collections with respect thereto, or the collectability
  of the Receivables generally or of any material portion of the Receivables.

(f)    Accuracy of Information. All information,
  certificates and statements heretofore furnished by the Originator or any of
  its Affiliates to the Buyer for purposes of or in connection with this Agreement,
  any of the other Transaction Documents or any transaction contemplated hereby
  or thereby, taken as a whole, and all such information, certificates and statements
  hereafter so furnished and taken as a whole, will be true, complete and accurate
  in all material respects on the date such information is stated or certified,
  except to the extent such information is stated to be as of an earlier date,
  and does not and will not contain any material misstatement of fact or omit
  to state a material fact or any fact necessary to make the statements contained
  therein not misleading in light of the circumstances under which such information
  was furnished; provided, however, that to the extent any such information was
  based upon or constitutes a forecast or projection, the Originator represents
  only that it acted in good faith and utilized reasonable assumptions and due
  care in the preparation of such information.

(g)    No Violation. No part of any Purchase Price
  payment hereunder will be used directly or indirectly 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 Regulation U or X
  of said Board of Governors. It is not engaged principally, or as one of its
  important activities, in the business of extending credit for the purpose of
  extending credit for the purpose of purchasing or carrying any such "margin
  stock".

(h)    Good Title. Immediately prior to each Purchase
  hereunder and upon the creation of each Receivable coming into existence after
  the Initial Cutoff Date, it owns and has good and marketable title to the Originator
  Collateral, free and clear of any Adverse Claim, except as created by the Transaction
  Documents. There have been duly filed all financing statements or other similar
  instruments or documents necessary under the UCC (or any comparable law) of
  all appropriate jurisdictions to perfect Buyer's ownership interest in Originator
  Collateral.

(i)    Perfection.

(i)    This Agreement
  creates a valid and continuing security interest (as defined in the UCC) in
  Originator Collateral in favor of Buyer, which security interest is prior to
  all other liens (other than Permitted Claims) and is enforceable as such as
  against creditors and purchasers from Originator.

(ii)    All actions
  necessary under the UCC (or any comparable law) of all appropriate jurisdictions
  have been taken, including, without limitation, the filing of all financing
  statements or other similar instruments or documents necessary under the UCC
  (or any comparable law) of all appropriate jurisdictions to perfect its ownership
  interest in each Receivable, its Collections and the Related Security and the
  Buyer's security interest in Originator Collateral.

(iii)    Other than
  the security interest granted to Buyer pursuant to this Agreement and any Permitted
  Claims, it has not pledged, assigned, sold, granted a security interest in,
  or otherwise conveyed any of Originator Collateral.

(iv)    It is a "registered
  organization" as defined in Article 9 of the UCC as in effect in the State
  of New York (the "NY UCC") and, for purposes of Article
  9 of the NY UCC, is "located" in the Commonwealth of Pennsylvania.

(v)    It has not authorized
  the filing of and is not aware of any UCC financing statements against it that
  include a description of collateral covering Originator Collateral other than
  any filing or financing statement relating to the security interest granted
  to Buyer hereunder or any Permitted Claim or that has been terminated. It is
  not aware of any judgment or tax lien filings against it.

(vi)    Each Receivable
  constitutes an "account" or "payment intangible" within
  the meaning of the UCC.

(j)    Places of Business and Locations of Records.
  Its principal places of business and chief executive office and the offices
  where it keeps all of its Records are located at the address(es) listed on Exhibit
  II attached hereto or such other locations of which Buyer has been notified
  in accordance with Section 4.2(a) in jurisdictions where all action required
  by Section 4.2(a) has been taken and completed. Its Federal Employer
  Identification Number is correctly set forth on Exhibit II attached hereto.

(k)    Collections. The conditions and requirements
  set forth in Section 4.1(i) have at all times been satisfied and duly
  performed. Except pursuant to PPL Electric's Mortgage and Deed of Trust, dated
  as of October 1, 1945, and PPL Electric's Indenture, dated as of August 1, 2001,
  in each case as amended and supplemented from time to time (respectively, the
  "1945 Mortgage" and the "2001 Mortgage" and
  collectively, the "PPL Electric Mortgages"), it has not granted
  a security interest in any Collection Account to any Person. Except as contemplated
  in Section 4.2(f), it has not granted any Person, other than Buyer, as
  contemplated by this agreement, dominion and control of any Collection Account,
  or, except for the grants under the PPL Electric Mortgages, the right to take
  dominion and control of any Collection Account at a future time or upon the
  occurrence of a future event.

(l)    Material Adverse Effect. Since December 31,
  2003, no event has occurred that would have a Material Adverse Effect.

(m)    Names. The name in which it has executed
  this Agreement is identical to its name as indicated on the public record of
  its jurisdiction of organization which shows it to have been organized. In the
  past five (5) years, it has not used any organizational names, trade names or
  assumed names other than the name in which it has executed this Agreement and
  as listed on Exhibit II attached hereto.

(n)    Ownership of Buyer. It owns, directly or
  indirectly, 100% of the issued and outstanding equity interests of Buyer, free
  and clear of any Adverse Claim. Such equity interests are validly issued, fully
  paid and nonassessable, and there are no options, warrants or other rights to
  acquire securities of Buyer.

(o)    Not a Holding Company or an Investment Company.
  It is not a "holding company" within the meaning of the Public Utility
  Holding Company Act of 1935, as amended. It is not an "investment company"
  within the meaning of the Investment Company Act of 1940, as amended.

(p)    Compliance with Laws. To its knowledge, it
  is in compliance with all applicable laws, regulations and order of any Governmental
  Authority, domestic or foreign, in respect of the conduct of its business and
  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 (i) such compliance
  is being contested in good faith by appropriate proceedings or (ii) non-compliance
  could not reasonably be expected to have a Material Adverse Effect (except with
  respect to clause (i) of the definition thereof). No Receivable (including any
  related Contract) contravenes any applicable law, regulation or order of any
  Governmental Authority, domestic or foreign (including, without limitation,
  laws, rules and regulations relating to truth in lending, fair credit billing,
  fair credit reporting, equal credit opportunity, fair debt collection practices
  and privacy), and no part of such Contract is in violation of any such law,
  rule or regulation, except where such contravention or violation could not reasonably
  be expected to have a Material Adverse Effect.

(q)    Compliance with Credit and Collection Practices.
  It has complied with the Credit and Collection Practices in all material respects
  with regard to each Receivable and the related Contract, and has not made any
  change to such Credit and Collection Practices, except as permitted pursuant
  to Section 4.1(a)(vii).

(r)    Payments to Originator. With respect to each
  Receivable transferred to Buyer hereunder, the Purchase Price received by it
  constitutes reasonably equivalent value in consideration therefor. No transfer
  by it of any Receivable hereunder is or may be voidable under any section of
  the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(s)    Enforceability of Contracts. Each Contract
  with respect to each Receivable is effective to create, and has created, a legal,
  valid and binding obligation of the related Obligor to pay the Outstanding Balance
  of the Receivable created thereunder and any accrued interest thereon, enforceable
  against the Obligor in accordance with its terms, except as such enforcement
  may be limited by applicable bankruptcy, insolvency, reorganization or other
  similar laws relating to or limiting creditors' rights generally and by general
  principles of equity (regardless of whether enforcement is sought in a proceeding
  in equity or at law).

(t)    Eligible Receivables. Each Receivable reflected
  in any Purchase Report as an Eligible Receivable was an Eligible Receivable
  on the date of its acquisition by Buyer hereunder.

(u)    Accounting. The manner in which it accounts
  for the transactions contemplated by this Agreement does not adversely affect
  the conclusions set forth in the bankruptcy opinions delivered to the Agent
  by counsel to Originator on the Closing Date (or if updated, any such updated
  opinion).

(v)    Collection Curves: The Collection Curves
  in respect of the ITC Receivables reflect its reasonable expectations relating
  to the subject matter thereof.

(w)    Sequestration Powers. The PUC has not taken
  action in connection with its sequestration powers and the taking of any such
  action is not reasonably foreseeable under the Competition Act in respect of
  it, any of its Affiliates or the Collections.

(x)    Sales Taxes. No transfer by it of any Receivable
  hereunder is or is intended to be a transfer of the Obligor's obligation to
  pay sales taxes with respect to such Receivable.

Article III



Conditions of Purchase

Section 3.1    Conditions Precedent to Purchase.

The Purchase under this Agreement is subject to the conditions precedent that
  Buyer shall have been capitalized with the Initial Contributed Receivables,
  Buyer shall have received on or before the Closing Date those documents listed
  on Schedule A attached hereto and all of the conditions to the effectiveness
  of the Credit Agreement shall have been satisfied or waived in accordance with
  the terms thereof.

Section 3.2    Conditions Precedent to Subsequent
  Payments.

Buyer's obligation to pay for Receivables coming into existence after the Initial
  Cutoff Date shall be subject to the further conditions precedent that: the Facility
  Termination Date shall not have occurred under the Credit Agreement; Buyer shall
  have received such other approvals, opinions or documents as it may reasonably
  request and on the date such Receivable came into existence, the following statements
  shall be true (and acceptance of the proceeds of any payment for such Receivable
  shall be deemed a representation and warranty by Originator that such statements
  are then true):

(i)    the representations
  and warranties set forth in Article II are true and correct on and as
  of the date such Receivable came into existence as though made on and as of
  such date; and

(ii)    no event has
  occurred and is continuing that will constitute a Termination Event or an Unmatured
  Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase
  Price for any Receivable (whether by payment of cash, through an increase in
  the amounts outstanding under the Subordinated Note, by offset of amounts owed
  to Buyer and/or by offset of capital contributions), title to such Receivable
  and the Related Security and Collections with respect thereto shall vest in
  Buyer, whether or not the conditions precedent to Buyer's obligation to pay
  for such Receivable were in fact satisfied. The failure of Originator to satisfy
  any of the foregoing conditions precedent, however, shall give rise to a right
  of Buyer to rescind the related purchase and direct Originator to pay to Buyer
  an amount equal to the Purchase Price payment that shall have been made with
  respect to any Receivables related thereto.

Article IV



Covenants

Section 4.1    Affirmative Covenants of Originator.

Until the date on which this Agreement terminates in accordance with its terms,
  Originator hereby covenants, as to itself, as set forth below:

(a)    Financial Reporting. It will maintain, for
  itself and each of its Subsidiaries, a system of accounting established and
  administered in accordance with GAAP, and will furnish or cause to be furnished
  to Buyer:

(i)    Annual Reporting.
  Promptly when available and in any event within ten (10) days after the date
  such information is required to be delivered to the Securities and Exchange
  Commission (or if not required to be so filed, within ninety (90) days after
  the close of each of its respective fiscal years), a consolidated balance sheet
  of Originator 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 financial
  statements present fairly the financial position of Originator 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.

(ii)    Quarterly
  Reporting. Promptly when available and in any event within ten (10) days
  after the date required to be delivered to the Securities and Exchange Commission
  (or if not required to be so filed, within forty-five (45) days after the close
  of the first three (3) quarterly periods of each of its respective fiscal years),
  a consolidated balance sheet of Originator and its consolidated Subsidiaries
  as at the close of each of the first three (3) quarterly periods of each fiscal
  year of Originator and the related consolidated statements of income and cash
  flows for the period from the beginning of such fiscal year to the end of such
  quarter, all certified (subject to normal year-end audit adjustments) as to
  fairness of presentation, GAAP and consistency by its respective vice president,
  treasurer or controller.

(iii)    Compliance
  Certificate. Together with the financial statements required hereunder,
  a compliance certificate in substantially the form of Exhibit IV attached
  hereto, signed by its Authorized Officer and dated the date of such annual financial
  statement or such quarterly financial statement, as the case may be.

(iv)    Shareholders
  Statements and Reports. Promptly upon the furnishing thereof to its shareholders,
  copies of all financial statements, reports and proxy statements so furnished.

(v)    S.E.C. Filings.
  Promptly upon the filing thereof, copies of all registration statements and
  annual, quarterly, monthly or other regular reports which it files with the
  Securities and Exchange Commission.

(vi)    Copies of
  Notices. Promptly upon its receipt of any notice, request for consent, financial
  statements, certification, report or other communication under or in connection
  with any Transaction Document from any Person other than Buyer, the Agent or
  Blue Ridge, copies of the same.

(vii)    Change
  in Credit and Collection Practices. At least thirty (30) days prior to the
  effectiveness of any change in or amendment to the Credit and Collection Practices
  which in any such case would be reasonably likely to adversely affect the collectibility
  of the Receivables or decrease the credit quality of any newly created Receivables,
  a notice indicating such proposed change or amendment and requesting Buyer's
  (and the Agent's, as Buyer's assignee) consent thereto.

(viii)    PUC Filings.
  Promptly, upon the filing thereof, copies of all notices, requests, reports,
  statements, financial information, annual reconciliation filings, filings with
  respect to the ITC Bonds, the Receivables and the CTC Receivables which it files
  with, or receives from, the PUC.

(ix)    Other Information.
  Promptly, from time to time, such other information, documents, Records or reports
  relating to the Receivables or the condition or operations, financial or otherwise,
  of it as Buyer may from time to time reasonably request in order to protect
  the interests of Buyer under or as contemplated by this Agreement.

(b)    Notices. It will notify Buyer in writing
  of any of the following promptly upon learning of the occurrence thereof, describing
  the same and, if applicable, the steps being taken with respect thereto:

(i)    Termination
  Events or Unmatured Termination Events. The occurrence of each Termination
  Event and each Unmatured Termination Event, by a statement of its Authorized
  Officer.

(ii)    Material
  Adverse Effect. The occurrence of any event or condition that has had, or
  could reasonably be expected to have, a Material Adverse Effect (other than
  as defined in clause (i) of the definition thereof).

(iii)    ERISA Matters.
  If and when any member of the ERISA Group: (1) 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; (2) 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;
  (3) 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; (4) 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; (5) 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; (6) gives notice of withdrawal from any Plan pursuant to Section
  4063 of ERISA, a copy of such notice; or (7) 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, and a certificate of the chief accounting officer of Originator
  setting forth details as to such occurrence and action, if any, which Originator
  or applicable member of the ERISA Group is required or proposes to take.

(iv)    Downgrade
  of Originator. The occurrence of any Downgrading Event with respect to Originator
  setting forth the nature of such change.

(v)    Amendment
  to Final Order. The occurrence of any amendment or supplement to the Final
  Order of the PUC dated August 27, 1998, relating to the Originator.

(vi)    Amendment
  to Five-Year Credit Agreement. The occurrence of any amendment or supplement
  to the Five-Year Credit Agreement or the ITC Bond Documents.

(vii)    Exercise
  of Sequestration Powers. The taking of any action by the PUC in connection
  with its sequestration powers under the Competition Act in respect of Originator
  or any Affiliate thereof or the Collections.

(viii)    Purpose
  for Entering the Transactions. Any change or modification in Originator's
  purpose in entering into the transactions contemplated by the Transaction Documents
  and simultaneously provide a full and complete description of such change or
  modification, which description shall be true and accurate in all material respects.

(ix)    Accounting
  Treatment. Any change in either or both the proposed or actual accounting
  treatment of the transactions contemplated by the Transaction Documents and/or
  the effects that the transactions contemplated by the Transaction Documents
  will have on the financial statements of Originator or any Affiliate thereof.

(x)    Correspondence
  Regarding Collection Curves. Copies of all correspondence between third
  parties (other than accountants, legal advisors and consultants) and any PPL
  Electric Party relating to the Collection Curves including, without limitation,
  the finalized Collection Curves for each year this Agreement is in effect.

(c)    Compliance with Laws and Preservation of Corporate
  Existence. Originator 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 (i) such compliance is being contested in good faith by appropriate
  proceedings or (ii) non-compliance could not reasonably be expected to have
  a Material Adverse Effect. Originator (i) continue to engage only in businesses
  of the same general type as now conducted by Originator and 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 (ii) will preserve, renew and keep in full force
  and 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, franchises and privileges 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.

(d)    Audits. It will furnish to Buyer from time
  to time such information with respect to it and the Receivables as Buyer may
  reasonably request; provided, however, it is understood that certain
  consumer information related to the Receivables and the servicing thereof shall
  not be available for review by the Agent in accordance with Section 54.8 of
  the Pennsylvania Public Utility Commission Regulations. It will, from time to
  time during regular business hours as requested by Buyer, upon reasonable notice
  and at its sole cost, permit Buyer or their respective agents or representatives,
  to examine and make copies of and abstracts from all Records in the possession
  or under its control relating to the Receivables and the Related Security, including,
  without limitation, the related Contracts, and to visit its offices and properties
  for the purpose of examining such materials described in clause (i) above,
  and to discuss matters relating to its financial condition or the Receivables
  and the Related Security or its performance under any of the Transaction Documents
  or its performance under the Contracts and, in each case, with any of its officers
  or employees having knowledge of such matters; provided, however, it
  is understood that certain consumer information related to the Receivables and
  the servicing thereof shall not be available for review by Buyer in accordance
  with Section 54.8 of the Pennsylvania Public Utility Commission Regulations.

(e)    Keeping and Marking of Records and Books.

(i)    It will maintain
  and implement administrative and operating procedures (including, without limitation,
  an ability to recreate records evidencing Receivables in the event of the destruction
  of the originals thereof), and keep and maintain all documents, books, records
  and other information reasonably necessary or advisable for the collection of
  all Receivables (including, without limitation, records adequate to permit the
  immediate identification of each new Receivable and all Collections of and adjustments
  to each existing Receivable). It will give Buyer notice of any material change
  in the administrative and operating procedures referred to in the previous sentence.

(ii)    It will on
  or prior to the date hereof, mark its master data processing records and other
  books and records relating to the Receivables with a legend, acceptable to Buyer,
  describing Buyer's ownership interests in the Receivables and further describing
  the Receivable Interests of the Agent (on behalf of the Secured Parties) under
  the Credit Agreement and upon the request of Buyer: mark each Contract with
  a legend describing Buyer's ownership interests in the Receivables and further
  describing the Receivable Interests of the Agent (on behalf of the Secured Parties)
  and deliver to Buyer all Contracts (including, without limitation, all multiple
  originals of any such Contract) relating to the Receivables.

(f)    Compliance with Contracts and Credit and Collection
  Practices. It will timely and fully perform and comply with all provisions,
  covenants and other promises required to be observed by it under the Contracts
  related to the Receivables, and comply with the Credit and Collection Practices
  in all material respects in regard to each Receivable and the related Contract.

(g)    Ownership. It will take all necessary action
  to establish and maintain, irrevocably in Buyer, legal and equitable title to
  the Receivables and the Collections and all of its right, title and interest
  in and to the Related Security associated with the Receivables, in each case,
  free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer
  (including, without limitation, the filing of all financing statements or other
  similar instruments or documents necessary under the UCC (or any comparable
  law) of all appropriate jurisdictions to perfect Buyer's security interest in
  such Receivables, Related Security and Collections and such other action to
  perfect, protect or more fully evidence the security interest of Buyer as Buyer
  may reasonably request).

(h)    Secured Parties' Reliance. It acknowledges
  that the Agent and the Secured Parties are entering into the transactions contemplated
  by the Credit Agreement in reliance upon Buyer's identity as a legal entity
  that is separate from it and any Affiliates thereof. Therefore, from and after
  the date of execution and delivery of this Agreement, it will take all reasonable
  steps including, without limitation, all steps that Buyer or any assignee of
  Buyer may from time to time reasonably request to maintain Buyer's identity
  as a separate legal entity and to make it manifest to third parties that Buyer
  is an entity with assets and liabilities distinct from those of it and any Affiliates
  thereof and not just a division of it or any such Affiliate. Without limiting
  the generality of the foregoing and in addition to the other covenants set forth
  herein, it will not hold itself out to third parties as liable for the debts
  of Buyer nor purport to own the Receivables and other assets acquired by Buyer,
  will take all other actions necessary on its part to ensure that Buyer is at
  all times in compliance with the "separateness covenants" set forth
  in Section 7.1(i) of the Credit Agreement and will cause all tax liabilities
  arising in connection with the transactions contemplated herein or otherwise
  to be allocated between it and Buyer on an arm's-length basis and in a manner
  consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d)
  and 1.1552-1.

(i)    Taxes. It will file all Federal, state, local
  and foreign tax returns required to be filed by it and will promptly pay or
  cause to be paid all taxes shown to be due on such returns and all governmental
  charges at any time due and owing, except any such taxes or charges that are
  being contested in good faith by appropriate proceedings and for which it 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. It will pay when due any taxes payable in connection with the Receivables,
  exclusive of taxes on or measured by income or gross receipts of Buyer.

Section 4.2    Negative Covenants of Originator.

Until the date on which this Agreement terminates in accordance with its terms,
  Originator hereby covenants that:

(a)    Change in Name, Jurisdiction of Organization,
  Offices and Records. It will not change its name as it appears in official
  filings in the jurisdiction of its organization, its status as a "registered
  organization" (within the meaning of Article 9 of any applicable enactment
  of the UCC) in such jurisdiction, its organizational identification number,
  if any, issued by its jurisdiction of organization, or its jurisdiction of organization
  unless it shall have: given Buyer at least forty-five (45) days' prior written
  notice thereof; at least ten (10) days prior to such change, delivered to Buyer
  all financing statements, instruments and other documents necessary to continue
  the perfection and priority of Buyer's interest in the Collateral and/or requested
  by Buyer in connection with such change or relocation and caused an opinion
  of counsel acceptable to Buyer to be delivered to Buyer not later than the effective
  date of such change, to the effect that Buyer's security interest is perfected
  and of first priority, such opinion to be in form and substance acceptable to
  Buyer in its sole discretion.

(b)    Change of Collection Account. It will not
  close any Collection Account or open a new bank account and designate the same
  as a Collection Account, unless Buyer shall have received, at least ten (10)
  days before the proposed effective date therefor, written notice of such addition,
  termination or change.

(c)    Modifications to Contracts and Credit and Collection
  Practices. Except in accordance with Section 4.1(a)(vii), it will
  not make any change to the Credit and Collection Practices that could adversely
  affect the collectibility of the Receivables or decrease the credit quality
  of any newly created Receivables. Except as otherwise permitted in its capacity
  as Servicer pursuant to the ITC Bonds Servicing Agreement, it will not extend,
  amend or otherwise modify the terms of any Receivable or any Contract related
  thereto other than in accordance with the Credit and Collection Practices.

(d)    Sales, Liens. It will not sell, assign (by
  operation of law or otherwise) or otherwise dispose of, or grant any option
  with respect to, or create or suffer to exist any Adverse Claim upon (including,
  without limitation, the filing of any financing statement) or with respect to,
  any Receivable, Related Security or Collections, or upon or with respect to
  any Contract under which any Receivable arises, or, except for the grants to
  the trustee pursuant to the 1945 Mortgage and the 2001 Mortgage, it has not
  granted a security interest in any Collection Account to any Person, or assigned
  any right to receive income with respect thereto (other than, in each case,
  the creation of a security interest therein in favor of Buyer provided for herein),
  and it will defend the right, title and interest of Buyer in, to and under any
  of the foregoing property, against all claims of third parties claiming through
  or under it.

(e)    Accounting for Purchase. It will not, and
  will not permit any Affiliate to, account for or treat (whether in financial
  statements or otherwise) the transactions contemplated hereby in any manner
  other than the transfer and/or contribution and absolute assignment of the Receivables
  and the Related Security by it to Buyer or in any other respect account for
  or treat the transactions contemplated hereby in any manner other than as a
  transfer and/or contribution and absolute assignment of the Receivables and
  the Related Security by it to Buyer except to the extent that such transactions
  are not recognized on account of consolidated financial reporting in accordance
  with generally accepted accounting principles.

(f)    Collections. It shall not enter into any
  agreement giving any Person dominion and control of any Collection Account without
  the prior consent of the Agent, which consent shall not be unreasonably withheld
  or delayed; provided that such agreement recognizes to the Agent's reasonable
  satisfaction the rights of the Agent in all Receivables and Related Security
  and provisions are contained therein that require the timely payment of all
  proceeds of the Receivables and Related Security to the Agent.

Article V
  Termination Events

Section 5.1    Termination Events.

The occurrence of any one or more of the following events shall constitute
  a termination event (each, a "Termination Event"):

(a)    Originator shall fail to make any payment or deposit
  required to be made by it under the Transaction Documents when due and, for
  any such payment which is not in respect of principal, such failure shall continue
  for three (3) consecutive Business Days.

(b)    Any representation or warranty made by Originator
  in this Agreement, any other Transaction Document or in any other document delivered
  pursuant hereto or thereto shall prove to have been incorrect (or with respect
  to the representations and warranties contained in Sections 2.1(a), (c),
  (d), (g), (j), (k) or (s) hereof, or in Sections
  5.1(a), (c), (d), (g), (j), (k) or (s)of the Credit Agreement, incorrect in any material manner) when made or
  deemed made.

(c)    Originator shall fail to perform or observe any
  covenant contained in Section 1.2(b) or Section 4.2 when due.

(d)    Originator shall fail to perform or observe any
  covenant contained in Section 4.1(a)(vii) or Section 4.1(b)
  hereof or Section 8.3 of the Credit Agreement and such failure shall
  continue for ten (10) consecutive Business Days following Originator's receipt
  of notice of such failure from the Buyer or Originator's actual knowledge of
  such failure.

(e)    Originator shall fail to perform or observe any
  other covenant or agreement under any Transaction Document (other than those
  referenced in Sections 5.1(a), (c) or (d)) and such failure shall continue for
  ten (10) consecutive Business Days following Originator's receipt of notice
  of such failure from the Buyer or for thirty (30) consecutive days following
  Originator's actual knowledge of such failure.

(f)    Originator shall (i) fail to pay any principal or
  interest, regardless of amount, due in respect of any Material Indebtedness
  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 Indebtedness
  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 Indebtedness or a trustee on its or their behalf to cause,
  such Indebtedness to become due prior to its stated maturity.

(g)    Originator or PPL Transition Bond Company LLC shall
  generally not pay its debts as such debts become due or shall admit in writing
  its inability to pay its debts generally or shall make a general assignment
  for the benefit of creditors.

(h)    An Event of Bankruptcy shall occur with respect
  to Originator or PPL Transition Bond Company LLC.

(i)    A Change of Control shall occur.

(j)    One or more final judgments for the payment of money
  in an amount in excess of $20,000,000, individually or in the aggregate, shall
  be entered against the Originator or PPL Transition Bond Company LLC and such
  judgment shall not be paid, bonded or otherwise discharged for sixty (60) consecutive
  days unless such judgment is stayed on appeal or otherwise being appropriately
  contested in good faith.

(k)    The Internal Revenue Service shall file notice of
  a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables
  and Related Security and such lien shall continue until the earlier of seven
  (7) days after inception and knowledge by any Secured Party of such lien, or
  the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant
  to Section 4068 of ERISA with regard to any of the Receivables and Related Security.

(l)    Any member of the ERISA Group shall fail to pay
  when due an amount or amounts aggregating in excess of $25,000,000 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 $25,000,000.

(m)    The PUC shall exercise its sequestration powers
  under the Competition Act with respect to Originator or the Collections.

Section 5.2    Remedies.

Upon the occurrence and during the continuation of a Termination Event, Buyer
  may declare the Termination Date to have occurred, whereupon the Termination
  Date shall forthwith occur, without demand, protest or further notice of any
  kind, all of which are hereby expressly waived by Originator; provided,
  however, that upon the occurrence of a Termination Event described in
  Section 5.1(e), or of an actual or deemed entry of an order for relief
  with respect to Originator under the Federal Bankruptcy Code, the Termination
  Date shall automatically occur, without demand, protest or any notice of any
  kind, all of which are hereby expressly waived by Originator. The aforementioned
  rights and remedies shall be without limitation and shall be in addition to
  all other rights and remedies of Buyer otherwise available under any other provision
  of this Agreement, by operation of law, at equity or otherwise, all of which
  are hereby expressly preserved, including, without limitation, all rights and
  remedies provided under the UCC, all of which rights shall be cumulative.

Article VI



Indemnification

Section 6.1    Indemnities by Originator.



Without limiting any other rights that Buyer may have hereunder or under applicable
  law, Originator hereby agrees to indemnify (and pay upon demand to) Buyer and
  its officers, directors, agents and employees (each an "Indemnified
  Party") from and against any and all damages, losses, claims, taxes,
  liabilities, costs, expenses and for all other amounts payable, including attorneys'
  fees (which attorneys may be employees of Buyer or any such assign) and disbursements
  (all of the foregoing being collectively referred to as "Indemnified
  Amounts") awarded against or incurred by any of them arising out
  of or as a result of this Agreement or the acquisition, either directly or indirectly,
  by Buyer of an interest in the Receivables (including, without limitation, any
  loss resulting from Originator's failure to pay any sales tax relating to any
  Receivable), excluding, however:

(a)    Indemnified Amounts to the extent a final judgment
  of a court of competent jurisdiction holds that such Indemnified Amounts resulted
  from gross negligence or willful misconduct on the part of the Indemnified Party
  seeking indemnification;

(b)    Indemnified Amounts to the extent the same includes
  losses in respect of Receivables that are uncollectible on account of the insolvency,
  bankruptcy or lack of creditworthiness of the related Obligor; or

(c)    taxes imposed by the jurisdiction in which such
  Indemnified Party's principal executive office is located, on or measured by
  the overall net income of such Indemnified Party to the extent that the computation
  of such taxes is consistent with the characterization for income tax purposes
  of the acquisition (either directly or indirectly) by Blue Ridge of Receivable
  Interests under the Credit Agreement as a loan or loans by Blue Ridge to Buyer
  secured by, among other things, the Receivables, the Related Security and the
  Collections;

provided, however, that nothing contained in this sentence shall
  limit the liability of Originator or limit the recourse of Buyer to Originator
  for amounts otherwise specifically provided to be paid by Originator under the
  terms of this Agreement. Without limiting the generality of the foregoing indemnification,
  but subject in each case to clauses (a), (b) and (c) above,
  Originator shall indemnify Buyer for Indemnified Amounts relating to or resulting
  from:

(i)    any representation
  or warranty made by Originator (or any officers of Originator) under or in connection
  with any Purchase Report, this Agreement, any other Transaction Document or
  any other information or report delivered by Originator pursuant hereto or thereto
  for which Buyer has not received a Purchase Price Credit that shall have been
  false or incorrect when made or deemed made;

(ii)    the failure
  by Originator to comply with any applicable law, rule or regulation with respect
  to any Receivable or Contract related thereto, or the nonconformity of any Receivable
  or Contract included therein with any such applicable law, rule or regulation
  or any failure of Originator to keep or perform any of its obligations, express
  or implied, with respect to any Contract;

(iii)    any failure
  of Originator to perform its duties, covenants or other obligations in accordance
  with the provisions of this Agreement or any other Transaction Document;

(iv)    any products
  liability, personal injury or damage, suit or other similar claim arising out
  of or in connection with merchandise, insurance or services that are the subject
  of any Contract or any Receivable;

(v)    any dispute,
  claim, offset or defense (other than discharge in bankruptcy of the Obligor)
  of the Obligor to the payment of any Receivable (including, without limitation,
  a defense based on such Receivable or the related Contract not being a legal,
  valid and binding obligation of such Obligor enforceable against it in accordance
  with its terms), or any other claim resulting from delivery of electricity related
  to such Receivable or the furnishing or failure to furnish such electricity;

(vi)    the commingling
  of Collections of Receivables at any time with other funds;

(vii)    any investigation,
  litigation or proceeding related to or arising from this Agreement or any other
  Transaction Document, the transactions contemplated hereby, the use of the proceeds
  of the Purchase hereunder, the ownership of the Receivables or any other investigation,
  litigation or proceeding relating to Originator in which any Indemnified Party
  becomes involved as a result of any of the transactions contemplated hereby;

(viii)    any inability
  to litigate any claim against any Obligor in respect of any Receivable as a
  result of such Obligor being immune from civil and commercial law and suit on
  the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)    the exercise
  by the PUC of its sequestration powers under the Competition Act in respect
  of Collections;

(x)    any failure
  to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable
  title to, and ownership of, the Receivables and the Collections, and all of
  Originator's right, title and interest in the Related Security associated with
  the Receivables, in each case, free and clear of any Adverse Claim;

(xi)    the failure
  to have filed, or any delay in filing, financing statements or other similar
  instruments or documents under the UCC of any applicable jurisdiction or other
  applicable laws with respect to any Receivable, the Related Security and Collections
  with respect thereto, and the proceeds of any thereof, whether at the time of
  the Purchase or at any subsequent time;

(xii)    any action
  or omission by Originator which reduces or impairs the rights of Buyer with
  respect to any Receivable or the value of any such Receivable;

(xiii)    any attempt
  by any Person to void the Purchase hereunder under statutory provisions or common
  law or equitable action; and

(xiv)    the failure
  of any Receivable reflected as an Eligible Receivable on any Purchase Report
  to be an Eligible Receivable at the time acquired by Buyer.

Section 6.2    Other Costs and Expenses.

Originator shall pay to Buyer on demand all costs and out-of-pocket expenses
  in connection with the preparation, execution, delivery and administration of
  this Agreement, the transactions contemplated hereby and the other documents
  to be delivered hereunder. Originator shall pay to Buyer on demand any and all
  costs and expenses of Buyer, if any, including reasonable counsel fees and expenses
  in connection with the enforcement of this Agreement and the other documents
  delivered hereunder and in connection with any restructuring or workout of this
  Agreement or such documents, or the administration of this Agreement following
  a Termination Event.

Article VII



Miscellaneous

Section 7.1    Waivers and Amendments.

(a)    No failure or delay on the part of Buyer in exercising
  any power, right or remedy under this Agreement shall operate as a waiver thereof,
  nor shall any single or partial exercise of any such power, right or remedy
  preclude any other further exercise thereof or the exercise of any other power,
  right or remedy. The rights and remedies herein provided shall be cumulative
  and nonexclusive of any rights or remedies provided by law. Any waiver of this
  Agreement shall be effective only in the specific instance and for the specific
  purpose for which given.

(b)    No provision of this Agreement may be amended, supplemented,
  modified or waived except in writing signed by Originator, Buyer and Agent and,
  to the extent required under the Credit Agreement, the Liquidity Banks or the
  Required Liquidity Banks. Any material amendment, supplement, modification of
  waiver will required satisfaction of the Rating Agency Condition.

Section 7.2    Notices.

All communications and notices provided for hereunder shall be in writing (including
  bank wire, or electronic facsimile transmission or similar writing) and shall
  be given to the other parties hereto at their respective addresses or facsimile
  numbers set forth on the signature pages hereof or at such other address or
  facsimile number as such Person may hereafter specify for the purpose of notice
  to each of the other parties hereto. Each such notice or other communication
  shall be effective if given by facsimile, upon the receipt thereof, if given
  by mail, three (3) Business Days after the time such communication is deposited
  in the mail with first class postage prepaid or if given by any other means,
  when received at the address specified in this Section 7.2.

Section 7.3    Protection of Ownership Interests
  of Buyer.

(a)    Originator agrees that from time to time, at its
  expense, it will promptly execute and deliver all instruments and documents,
  and take all actions, that may be necessary or desirable, or that Buyer may
  request, to perfect, protect or more fully evidence the interest of Buyer hereunder
  and the Receivable Interests, or to enable Buyer to exercise and enforce their
  rights and remedies hereunder. At any time, Buyer may, at Originator's sole
  cost and expense, direct Originator to notify the Obligors of Receivables of
  the ownership interests of Buyer under this Agreement and may also direct that
  payments of all amounts due or that become due under any or all Receivables
  be made directly to Buyer or its designee.

(b)    If Originator fails to perform any of its obligations
  hereunder, Buyer may (but shall not be required to) perform, or cause performance
  of, such obligations, and Buyer's (or such assigns') costs and expenses incurred
  in connection therewith shall be payable by Originator as provided in Section
  6.2. Originator irrevocably authorizes Buyer at any time and from time to
  time in the sole discretion of Buyer, and appoints Buyer as its attorney(s)-in-fact,
  to act on behalf of Originator to execute on behalf of Originator as debtor
  and to file financing statements necessary or desirable in Buyer's sole discretion
  to perfect and to maintain the perfection and priority of the interest of Buyer
  in the Receivables and associated Related Security and Collections and to file
  a carbon, photographic or other reproduction of this Agreement or any financing
  statement with respect to the Receivables as a financing statement in such offices
  as Buyer in their sole discretion deem necessary or desirable to perfect and
  to maintain the perfection and priority of Buyer's interests in the Receivables.
  This appointment is coupled with an interest and is irrevocable.

(c)     (i) Originator hereby authorizes Buyer to file
  financing statements and other filing or recording documents with respect to
  the Receivables and Related Security (including any amendments thereto, or continuation
  or termination statements thereof), without the signature or other authorization
  of Originator, in such form and in such offices as Buyer reasonably determines
  appropriate to perfect or maintain the perfection of the ownership or security
  interests of Buyer hereunder, (ii) Originator acknowledges and agrees that it
  is not authorized to, and will not, file financing statements or other filing
  or recording documents with respect to the Receivables or, other than filings
  with respect to any Permitted Claims, the Related Security (including any amendments
  thereto, or continuation or termination statements thereof), without the express
  prior written approval by the Agent (as Buyer's assignee), consenting to the
  form and substance of such filing or recording document, and (iii) Originator
  approves, authorizes and ratifies any filings or recordings made by or on behalf
  of the Agent (as Buyer's assign) in connection with the perfection of the ownership
  or security interests in favor of Buyer or the Agent (as Buyer's assign).

Section 7.4    Confidentiality.

(a)    Originator shall maintain and shall cause each of
  its employees and officers to maintain the confidentiality of this Agreement
  and the other confidential or proprietary information with respect to the Agent
  and Blue Ridge and their respective businesses obtained by it or them in connection
  with the structuring, negotiating and execution of the transactions contemplated
  herein, except that Originator and its officers and employees may disclose such
  information to Originator's external accountants and attorneys and as required
  by any applicable law or order of any judicial or administrative proceeding.

(b)    Anything herein to the contrary notwithstanding,
  Originator hereby consents to the disclosure of any nonpublic information with
  respect to it to Buyer, the Agent, the Liquidity Banks or Blue Ridge by each
  other, by Buyer, the Agent, the Liquidity Banks or Blue Ridge to any prospective
  or actual assignee or participant of any of them and by the Agent to any rating
  agency, Commercial Paper dealer or provider of a surety, guaranty or credit
  or liquidity enhancement to Blue Ridge and to any officers, directors, employees,
  outside accountants and attorneys of any of the foregoing, provided each
  such Person is informed of the confidential nature of such information. In addition,
  Blue Ridge, the Liquidity Banks and the Agent may disclose any such nonpublic
  information pursuant to any law, rule, regulation, direction, request or order
  of any judicial, administrative or regulatory authority or proceedings (whether
  or not having the force or effect of law).

(c)    Buyer shall maintain and shall cause each of its
  employees and officers to maintain the confidentiality of this Agreement and
  the other confidential or proprietary information with respect to Originator,
  the Obligors and their respective businesses obtained by it in connection with
  the due diligence evaluations, structuring, negotiating and execution of the
  Transaction Documents, and the consummation of the transactions contemplated
  herein and any other activities of Buyer arising from or related to the transactions
  contemplated herein provided, however, that each of Buyer and
  its employees and officers shall be permitted to disclose such confidential
  or proprietary information: to the Agent, Blue Ridge and the Liquidity Banks,
  to any prospective or actual assignee or participant of the Agent, Blue Ridge
  or the Liquidity Banks, to any rating agency, provider of a surety, guaranty
  or credit or liquidity enhancement to Blue Ridge, to any officers, directors,
  employees, outside accountants and attorneys of any of the foregoing, and to
  the extent required pursuant to any applicable law, rule, regulation, direction,
  request or order of any judicial, administrative or regulatory authority or
  proceedings with competent jurisdiction (whether or not having the force or
  effect of law) so long as such required disclosure is made under seal to the
  extent permitted by applicable law or by rule of court or other applicable body.

Section 7.5    Bankruptcy Petition.

(a)    Originator and Buyer each hereby covenants and agrees
  that, prior to the date that is one year and one day after the payment in full
  of all outstanding senior indebtedness of Blue Ridge, it will not institute
  against, or join any other Person in instituting against, Blue Ridge any bankruptcy,
  reorganization, arrangement, insolvency or liquidation proceedings or other
  similar proceeding under the laws of the United States or any state of the United
  States.

(b)    Originator covenants and agrees that, prior to the
  date that is one year and one day after the payment in full of all outstanding
  Obligations of Buyer under the Credit Agreement, it will not institute against,
  or join any other Person in instituting against, Buyer any bankruptcy, reorganization,
  arrangement, insolvency or liquidation proceedings or other similar proceeding
  under the laws of the United States or any state of the United States.

Section 7.6    Limitation of Liability.

Except with respect to any claim arising out of the willful misconduct or gross
  negligence of Blue Ridge, the Agent or any Liquidity Bank, no claim may be made
  by Originator or any other Person against Blue Ridge, the Agent or any Liquidity
  Bank or their respective Affiliates, directors, officers, employees, attorneys
  or agents for any special, indirect, consequential or punitive damages in respect
  of any claim for breach of contract or any other theory of liability arising
  out of or related to the transactions contemplated by this Agreement, or any
  act, omission or event occurring in connection therewith; and Originator hereby
  waives, releases, and agrees not to sue upon any claim for any such damages,
  whether or not accrued and whether or not known or suspected to exist in its
  favor.

Section 7.7    CHOICE OF LAW.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
  LAWS OF THE STATE OF NEW YORK (AND NOT THE LAW OF CONFLICTS, OTHER THAN SECTION
  5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.8    CONSENT TO JURISDICTION.

ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
  ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK
  IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
  ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR
  HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
  MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
  IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
  BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
  HEREIN SHALL LIMIT THE RIGHT OF BUYER TO BRING PROCEEDINGS AGAINST ORIGINATOR
  IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR
  AGAINST BUYER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY
  MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT
  OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT
  ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 7.9    WAIVER OF JURY TRIAL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY
  WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
  ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING
  OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED
  BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER
  OR THEREUNDER.

Section 7.10    Integration; Binding Effect; Survival
  of Terms.

(a)    This Agreement and each other Transaction Document
  contain the final and complete integration of all prior expressions by the parties
  hereto with respect to the subject matter hereof and shall constitute the entire
  agreement among the parties hereto with respect to the subject matter hereof
  superseding all prior oral or written understandings.

(b)    This Agreement shall be binding upon and inure to
  the benefit of Originator, Buyer and their respective successors and permitted
  assigns (including any trustee in bankruptcy). Originator may not assign any
  of its rights and obligations hereunder or any interest herein without the prior
  written consent of Buyer. Buyer may assign at any time its rights and obligations
  hereunder and interests herein to any other Person without the consent of Originator.
  Without limiting the foregoing, Originator acknowledges that Buyer, pursuant
  to the Credit Agreement, may assign to the Agent, for the benefit of the Secured
  Parties, its rights, remedies, powers and privileges hereunder and that the
  Agent may further assign such rights, remedies, powers and privileges to the
  extent permitted in the Credit Agreement. Originator agrees that the Agent,
  as the assignee of Buyer, shall, subject to the terms of the Credit Agreement,
  have the right to enforce this Agreement and to exercise directly all of Buyer's
  rights and remedies under this Agreement (including, without limitation, the
  right to give or withhold any consents or approvals of Buyer to be given or
  withheld hereunder) and Originator agrees to cooperate fully with the Agent
  in the exercise of such rights and remedies. This Agreement shall create and
  constitute the continuing obligations of the parties hereto in accordance with
  its terms and shall remain in full force and effect until terminated in accordance
  with its terms; provided, however, that the rights and remedies
  with respect to any breach of any representation and warranty made by Originator
  pursuant to Article II; the indemnification and payment provisions of
  Article VI; and Section 7.5 shall be continuing and shall survive
  any termination of this Agreement.

Section 7.11    Counterparts; Severability; Section
  References.

This Agreement may be executed in any number of counterparts and by different
  parties hereto in separate counterparts, each of which when so executed shall
  be deemed to be an original and all of which when taken together shall constitute
  one and the same Agreement. Delivery of an executed counterpart of a signature
  page by facsimile shall be effective as delivery of a manually executed counterpart
  of this Agreement. Any provisions of this Agreement which are prohibited or
  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
  to the extent of such prohibition or unenforceability without invalidating the
  remaining provisions hereof, and any such prohibition or unenforceability in
  any jurisdiction shall not invalidate or render unenforceable such provision
  in any other jurisdiction. Unless otherwise expressly indicated, all references
  herein to "Article," "Section," "Schedule" or
  "Exhibit" shall mean articles and sections of, and schedules and exhibits
  to, this Agreement.

Section 7.12    Overdue Amounts.

Each party hereto hereby agrees to pay to the other party interest at a per
  annum rate equal to the sum of the Prime Rate, plus 2% per annum with respect
  to all amounts which are due and owing by such party and which are not paid
  on the date that such amount first becomes due in accordance with this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



IN WITNESS WHEREOF, the parties hereto have caused this Receivables
  Sale Agreement to be executed and delivered by their duly authorized officers
  as of the date hereof.

| | PPL ELECTRIC UTILITIES CORPORATION
      By:Name:Title:                               
| | --------------------------------------------------------------------------------------
| |                                                                                       
| | Address:                                                                              
| | Attention:   Treasurer
        Telephone:   (610)774-5987
        Fax:   (610)774-5235

| | PPL RECEIVABLES CORPORATION

      By:Name:Title:
| | -------------------------------------------------
| |                                                  
| | Address:                                         



Exhibit I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined).
  As used in the Agreement and the Exhibits and Schedules thereto, capitalized
  terms have the meanings set forth in this Exhibit I (such meanings to
  be equally applicable to the singular and plural forms thereof). If a capitalized
  term is used in the Agreement, or any Exhibit or Schedule thereto, and is not
  otherwise defined therein or in this Exhibit I, such term shall have
  the meaning assigned thereto in Exhibit I to the Credit Agreement (hereinafter
  defined).

Agent: As defined in the Preliminary Statements to the Agreement.

Agreement: The Receivables Sale Agreement, dated as of August 1, 2004,
  between Originator and Buyer, as the same may be amended, restated or otherwise
  modified.

Blue Ridge: As defined in the Preliminary Statements to the Agreement.

Buyer: As defined in the Preamble to the Agreement.

Calculation Period: Each calendar month or portion thereof which elapses
  during the term of the Agreement. The first Calculation Period shall commence
  on the date of the Purchases hereunder and the final Calculation Period shall
  terminate on the Termination Date.

Credit Agreement: The meaning set forth in the Preliminary Statements
  to the Agreement.

Credit and Collection Practices: Originator's credit and collection
  policies and practices relating to Contracts and Receivables existing on the
  date hereof and summarized in Exhibit V hereto, as modified from time
  to time in accordance with the Agreement.

Discount Factor: A percentage calculated to provide Buyer with a reasonable
  return on its investment in the Receivables after taking account of the time
  value of money based upon the anticipated dates of collection of the Receivables
  and the cost to Buyer of financing its investment in the Receivables during
  such period and the risk of nonpayment by the Obligors. Originator and Buyer
  may agree from time to time to change the Discount Factor based on changes in
  one or more of the items affecting the calculation thereof, provided that any
  change to the Discount Factor shall take effect as of the commencement of a
  Calculation Period, shall apply only prospectively and shall not affect the
  Purchase Price payment made prior to the Calculation Period during which Originator
  and Buyer agree to make such change.

Initial Contributed Receivables: As defined in Section 1.1.

Initial Cutoff Date: As defined in Section 1.1.

Net Worth: As of the last Business Day of each Calculation Period preceding
  any date of determination, the excess, if any, of the aggregate Outstanding
  Balance of the Receivables at such time, over the sum of the Aggregate Principal
  outstanding at such time, plus the aggregate outstanding principal balance of
  the Subordinated Loans (including any Subordinated Loan proposed to be made
  on the date of determination).

Original Balance: With respect to any Receivable coming into existence
  after the Initial Cutoff Date, the Outstanding Balance of such Receivable on
  the date it was created.

Originator: As defined in the Preamble to the Agreement.

Originator Collateral: As defined in Section 1.7.

PPL: PPL Electric Utilities Corporation.

Purchase: The purchase pursuant to Section 1.2(a) of the Agreement
  by Buyer from Originator of the Receivables and the Related Security and Collections
  related thereto, together with all related rights in connection therewith.

Purchase Price: With respect to the Purchase, the aggregate price to
  be paid by Buyer to Originator for such Purchase in accordance with Section
  1.3 of the Agreement for the Receivables, Collections and Related Security
  being sold to Buyer, which price shall equal on any date the product of the
  Outstanding Balance of such Receivables on such date, multiplied by one minus
  the Discount Factor in effect on such date, minus any Purchase Price Credits
  to be credited against the Purchase Price otherwise payable in accordance with
  Section 1.4 of the Agreement.

Purchase Price Credit: As defined in Section 1.4.

Purchase Report: As defined in Section 1.2(b).

Receivable: All indebtedness and other obligations owed to Originator,
  excluding the ITC Receivables, the Nuclear Decommissioning Receivables and the
  ECP Contract Payments (at the times it arises, and before giving effect to any
  transfer or conveyance under this Agreement) or Buyer (after giving effect to
  the transfers under this Agreement) or in which Originator or Buyer has a security
  interest or other interest, including, without limitation, any indebtedness,
  obligation or interest constituting an account, payment intangible or general
  intangible, arising in connection with the sale of electricity to an Obligor
  by Originator, and further includes, without limitation, the obligation to pay
  any Finance Charges with respect thereto. Indebtedness and other rights and
  obligations arising from any one transaction, including, without limitation,
  indebtedness and other rights and obligations represented by an individual invoice,
  shall constitute a Receivable separate from a Receivable consisting of the indebtedness
  and other rights and obligations arising from any other transaction; provided,
  further, that any indebtedness, rights or obligations referred to in
  the immediately preceding sentence shall be a Receivable regardless or whether
  the account debtor or Originator treats such indebtedness, rights or obligations
  as a separate payment obligation.

Related Security: With respect to any Receivable:

(i)    all security interests or liens and property subject
  thereto from time to time, if any, purporting to secure payment of such Receivable,
  whether pursuant to the Contract related to such Receivable or otherwise, together
  with all financing statements and security agreements describing any collateral
  securing such Receivable,

(ii)    all guaranties, letters of credit, insurance and
  other agreements or arrangements of whatever character from time to time supporting
  or securing payment of such Receivable whether pursuant to the Contract related
  to such Receivable or otherwise,

(iii)    all Contracts associated with such Receivable,

(iv)    all Records related to such Receivable, and

(v)    all proceeds of any of the foregoing.

Required Capital Amount: As of any date of determination, an amount
  equal to the greater of 3% of the Borrowing Limit under the Credit Agreement,
  and the product of 1.5 times the product of the Default Ratio times the Default
  Horizon Ratio, each as determined from the most recent Monthly Report received
  from the Servicer under the Credit Agreement, and the Outstanding Balance of
  all Receivables as of such date, as determined from the most recent Monthly
  Report received from the Servicer under the Credit Agreement.

Subordinated Loan: As defined in Section 1.3(a)(ii) of the Agreement.

Subordinated Note: A promissory note in substantially the form of Exhibit
  VI hereto as more fully described in Section 1.3 of the Agreement,
  as the same may be amended, restated, supplemented or otherwise modified from
  time to time.

Termination Date: The earliest to occur of the Facility Termination
  Date (as defined in the Credit Agreement), the Business Day immediately prior
  to the occurrence of a Termination Event set forth in Section 5.1(d),
  the Business Day specified in a written notice from Buyer to Originator following
  the occurrence of any other Termination Event, and the date which is 10 Business
  Days after Buyer's receipt of written notice from Originator that it wishes
  to terminate the facility evidenced by this Agreement.

Termination Event: As defined in Section 5.1 of the Agreement.

Unmatured Termination Event: An event which, with the passage of time
  or the giving of notice, or both, would constitute a Termination Event.

All accounting terms not specifically defined herein shall be construed in
  accordance with GAAP. All terms used in Article 9 of the UCC in the State of
  New York, and not specifically defined herein, are used herein as defined in
  such Article 9.