SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Exhibit
10(n)-3
EXECUTION
COPY
SECOND
AMENDMENT
THIS
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of August 1,
2005
(this “Amendment”),
is
entered into by and among PPL Receivables Corporation (“Borrower”),
PPL
Electric Utilities Corporation (“PPL
Electric”),
Blue
Ridge Asset Funding Corporation (“Blue
Ridge”),
and
Wachovia Bank, National Association (together with its successors and assigns,
the “Agent”).
Capitalized terms used and not otherwise defined herein are used as defined
in
the Agreement (as defined below and amended hereby).
WHEREAS,
the Borrower, PPL Electric, Blue Ridge and the Agent have entered into that
certain Credit and Security Agreement, dated as of August 1, 2004 (as amended,
supplemented or otherwise modified prior to the date hereof and as may be
further amended, restated, supplemented or otherwise modified from time to
time,
the “Agreement”);
WHEREAS,
the parties to the Agreement wish to amend the Agreement in certain respects
as
hereinafter described;
NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:
SECTION
1. Amendments.
The
Agreement is hereby amended as follows:
(a) Exhibit
I
to the Agreement is hereby amended by deleting the definition of “Dilution
Horizon Ratio” in its entirety and substituting in lieu thereof the following
definition:
“Dilution
Horizon Ratio:
As of
any Cut-off Date, a ratio (expressed as a decimal), computed by dividing
(1) the
sum of (i) the aggregate sales generated by the Originators during the
Calculation Period ending on such Cut-Off Date and (ii) the aggregate sales
generated by the Originators during the Calculation Period immediately preceding
the Calculation Period ending on such Cut-Off Date, by (2) the Net Pool Balance
as of such Cut-Off Date.”
(b) Exhibit
I
to the Agreement is hereby amended by deleting the definition of “Dilution
Ratio” in its entirety and substituting in lieu thereof the following
definition:
“Dilution
Ratio:
As of any Cut-Off Date, a ratio (expressed as a percentage), computed by
dividing (1) the total amount of decreases in Outstanding Balances due to
Dilutions during the Calculation Period ending on such Cut-Off Date, by (2)
the
aggregate sales generated by the Originators during the Calculation Period
that
ended two months prior to the commencement of the Calculation Period ending
on
such Cut-Off Date (for example with respect to the July 31, 2005 Cut-Off
Date
the ratio would be calculated using aggregate sales generated during the
April
2005 Calculation Period).”
(c) Exhibit
I
to the Agreement is hereby amended by deleting the definition of “Facility
Termination Date” in its entirety and substituting in lieu thereof the following
definition:
“Facility
Termination Date:
The
earlier of (i)
the
Liquidity Termination Date, (ii)
the
Amortization Date and (iii) July 31, 2006.”
SECTION
2. Reference
to and Effect on the Agreement and the Related Documents.
Upon
the effectiveness of this Amendment, (i) each of the Borrower and PPL Electric
hereby reaffirms all representations and warranties made by it in the Agreement
(other than as discussed herein) and agrees that all such representations
and
warranties shall be deemed to have been remade as of the effective date of
this
Amendment, (ii) each of the Borrower and PPL Electric hereby represents and
warrants that no Amortization Event or Unmatured Amortization Event shall
have
occurred and be continuing (other than as discussed herein) and (iii) each
reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import shall mean and be, and any references to the Agreement
in any other document, instrument or agreement executed and/or delivered
in
connection with the Agreement shall mean and be, a reference to the Agreement
as
amended hereby. Except as otherwise amended by this Amendment, the Agreement
shall continue in full force and effect and is hereby ratified and
confirmed.
SECTION
3. Effectiveness.
This
Amendment shall become effective as of August 1, 2005 (the “Effective
Date”);
provided,
that
each of the following conditions precedent shall have been
satisfied:
(a) This
Amendment; the First Amendment to the Liquidity Asset Purchase Agreement,
dated
as of the date hereof, and the Second Amended and Restated fee Letter, dated
as
of the date hereof (the “Fee
Letter”),
shall
have been executed and delivered by a duly authorized officer of each party
thereto; and
(b) The
Agent
shall have received payment from the Borrower by a method acceptable to both
parties, in the amount of $25,000 pursuant to the Fee Letter.
SECTION
4. Governing
Law.
THIS
AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).
SECTION
5. Severability.
Each
provision of this Amendment shall be severable from every other provision
of
this Amendment for the purpose of determining the legal enforceability of
any
provision hereof, and the unenforceability of one or more provisions of this
Amendment in one jurisdiction shall not have the effect of rendering such
provision or provisions unenforceable in any other jurisdiction.
SECTION
6. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one
and the
same instrument. Delivery of an executed counterpart of a signature page
by
facsimile shall be effective as delivery of a manually executed counterpart
of
this Amendment.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their
respective officers thereunto duly authorized, as of the date first above
written.
PPL
RECEIVABLES CORPORATION
By:
_________________________
Name:
_______________________
Title:
________________________
PPL
ELECTRIC UTILITIES CORPORATION
By:
_________________________
Name:_______________________
Title:
________________________
[signatures
continued of following page]
BLUE
RIDGE ASSET FUNDING CORPORATION
By: Wachovia
Capital Markets, LLC,
as
Attorney-In-Fact
By:
_________________________
Name:
_______________________
Title:
________________________
WACHOVIA
BANK,
NATIONAL
ASSOCIATION,
as
a
Liquidity Bank and as Agent
By:
_________________________
Name:
_______________________
Title:
________________________
[end
of
signatures]