THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Exhibit
10(n)-4
Execution
Version
THIRD
AMENDMENT
TO
THIS
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of March 15, 2006
(this “Amendment”),
is
entered into by and among PPL RECEIVABLES CORPORATION (“Borrower”),
PPL
Electric Utilities Corporation (“PPL
Electric”),
Variable Funding Capital Company, LLC (successor to Blue Ridge Asset Funding
Corporation) (“VFCC”),
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, VFCC and the Agent are parties to that certain
Credit and Security Agreement, dated as of August 1, 2004 (as amended,
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. Amendment.
Clause
(ii) of Section 9.1(i) of the Agreement is hereby amended and restated in its
entirety to read as follows:
“(ii)
the
three-month rolling average Default Ratio shall exceed 2.50%;”
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
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
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.
SECTION
3. Effect.
Upon
the execution and delivery of counterparts of this Amendment by each of the
parties hereto, this Amendment shall be effective as of February 28, 2006.
Except as otherwise amended by this Amendment, the Agreement shall continue
in
full force and effect and is hereby ratified and confirmed.
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:
_________________________
VARIABLE
FUNDING CAPITAL COMPANY, LLC
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:_________________________
