FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AND SECURITY AGREEMENT
Exhibit
10(n)-2
Execution
Version
FIRST
AMENDMENT AND LIMITED WAIVER
THIS
FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AND SECURITY AGREEMENT, dated
as of
October 10, 2004 (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 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. Limited
Waiver.
Pursuant to Section 9.1(i) of the Agreement (prior to giving effect to the
amendment in Section 2 hereof), an Amortization Event shall occur if as at
the
end of any Calculation Period the three-month rolling average Dilution Ratio
shall exceed 2.25% (the “Dilution
Ratio Event”).
The
Borrower hereby informs the Agent that the Dilution Ratio Event occurred
as of
August 31, 2004 and is continuing (prior to giving effect to the amendment
in
Section 2 hereof) and requests that the Agent waive the Amortization Event
occurring as a result of the Dilution Ratio Event. The Agent hereby waives
such
Amortization Event.
SECTION
2. Amendment.
From
the date hereof Section 9.1(i) of the Agreement is hereby amended and restated
in its entirety to read as follows:
“(i) As
at the
end of any Calculation Period:
(i) the
three-month rolling average Delinquency Ratio shall exceed 6.00%,
(ii) the
three-month rolling average Default Ratio shall exceed 1.75%, or
(iii)
the
three-month rolling average Dilution Ratio shall exceed 2.75% for
the period
from the date hereof to October 29, 2004 and 2.25% thereafter;”
SECTION
3. Reservation
of Rights.
(a) Forbearance.
In
reliance upon the representations, warranties and covenants of the Borrower
contained in this Amendment and any documents or instruments executed in
connection herewith, the Agent agrees to forbear from exercising its rights
and
remedies under the Transaction Documents or applicable law in respect of
or
arising out of the Dilution Ratio Event, subject to the conditions contained
herein.
(b) Reservation
of Rights.
Other
than as provided in Section 2 above, the Agent has not waived, is not by
this
Amendment waiving, and has no intention of waiving, any Amortization Event
which
may be continuing on the date hereof (whether the same or similar to the
Dilution Ratio Event or otherwise) and, other than as provided in Section
2
above, the Agent has not agreed to forbear with respect to any of its rights
or
remedies concerning any Amortization Event which may have occurred or are
continuing as of the date hereof or which may occur after the date hereof.
The
Agent reserves the right, in its sole discretion, to exercise any or all
of its
rights and remedies under the Agreement and the other Transaction Documents
as a
result of any Amortization Event (other than as provided in Section 2 above)
which may be continuing on the date hereof or any Amortization Event which
may
occur after the date hereof, and Agent has not waived any of such rights
or
remedies, and nothing in this Amendment, and no delay on its part in exercising
any such rights or remedies, should, or shall, be construed as a waiver of
any
such rights or remedies.
SECTION
4. 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.
SECTION
5. Effect.
Except
as otherwise amended by this Amendment, the Agreement shall continue in full
force and effect and is hereby ratified and confirmed.
SECTION
6. 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
7. 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
8. 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:
__________________________
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:
__________________________
