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Exhibit 10(t)-2
FIRST AMENDMENT TO FIVE-YEAR
LETTER OF CREDIT AND REVOLVING CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO FIVE YEAR LETTER OF CREDIT AND
REVOLVING CREDIT AGREEMENT (this "
Amendment ") dated as of
December 29, 2006 by and among PPL ENERGY SUPPLY, LLC (the
" Borrower "), each of the
Lenders party hereto from time to time (the "
Lenders "), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Administrative Agent and Issuing Lender
(the " Administrative Agent ").
WITNESSETH:
WHEREAS , the Borrower, the
Lenders and the Administrative Agent have entered into that certain
Five-Year Letter of Credit and Revolving Credit Agreement dated as
of December 15, 2005 (as in effect immediately prior to the date
hereof, the " Credit Agreement ", capitalized terms used and not defined herein shall have the
meanings ascribed to them in the Credit Agreement);
WHEREAS , the Borrower, the
Lenders and the Administrative Agent desire to amend certain
provisions of the Credit Agreement on the terms and conditions
contained herein.
NOW, THEREFORE , in
consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties
hereto, the parties hereby agree as follows:
Section 1. Modifications to Credit
Agreement . Subject to satisfaction of the conditions contained
in Section 2, the parties hereto agree that the Credit
Agreement is modified as follows:
(a) The Credit
Agreement is amended by adding the definitions of " Fitch ",
" Lower Mt. Bethel Lease Financing ", " OFAC ", "
Rating Agency ", " Regulation X ", " Sanctioned
Entity " and " Sanctioned Person " to Section 1.01
thereof in the appropriate alphabetical location:
"‘ Fitch ’ means Fitch, Inc.
and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Borrower and the
Administrative Agent may select."
"‘ Lower Mt. Bethel Lease Financing
’ means the existing lease financing associated with the
Lower Mount Bethel project."
"‘ OFAC ’ means the U.S.
Department of the Treasury’s Office of Foreign Assets
Control."
"‘ Rating Agency ’ means any
of S&P, Moody’s or Fitch, and "Rating Agencies" means any
two or more of them collectively."
"‘ Regulation X ’ means
Regulation X of the Board of Governors of the Federal Reserve
System, as amended, or any successor regulation."
" Sanctioned Entity " shall mean (i) an
agency of the government of, (ii) an organization directly or
indirectly controlled by, or (iii) a person resident in a country
that is subject to a sanctions program identified on the list
maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
or as otherwise published from time to time as such program may be
applicable to such agency, organization or person.
" Sanctioned Person " shall mean a person
named on the list of Specially Designated Nationals or Blocked
Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as
otherwise published from time to time.
(b) The definitions
of " Borrower’s Rating ", " Consolidated
Capitalization ", and " Consolidated Debt " in Section
1.01 shall each be deleted in their entirety and respectively
replaced with the following:
"‘ Borrower’s Rating ’
means the senior unsecured long-term debt rating of the Borrower
from S&P, Moody’s or Fitch."
"‘ Consolidated Capitalization
’ shall mean the sum of, without duplication, (A) the
Consolidated Debt of the Borrower, (B) the consolidated
member’s equity (determined in accordance with GAAP) of the
common, preference and preferred equityholders of the Borrower and
minority interests recorded on the Borrower’s consolidated
financial statements (excluding from member’s equity the
balance of accumulated other comprehensive income/loss of the
Borrower on any date of determination solely with respect to (i)
the effect of all unrealized gains and losses reported under
Financial Accounting Standards Board Statement No. 133 in
connection with forward contracts, futures contracts or other
derivatives or commodity hedging agreements for the future delivery
of electricity or capacity and (ii) the effect of any pension and
other post-retirement benefit liability adjustment recorded in
accordance with GAAP), (C) up to an aggregate amount of
$200,000,000 of Hybrid Preferred Securities and (D) up to an
aggregate amount of $200,000,000 of Equity-Linked Securities,
except that for purposes of calculating Consolidated Capitalization
of the Borrower, Consolidated Debt of the Borrower shall exclude
Non-Recourse Debt and Consolidated Capitalization of the Borrower
shall exclude that portion of member’s equity attributable to
assets securing Non-Recourse Debt."
"‘ Consolidated Debt ’ means
the consolidated Debt of the Borrower and its Consolidated
Subsidiaries (determined in accordance with GAAP), except that for
purposes of this definition (a) Consolidated Debt shall
exclude Non-Recourse Debt of the Borrower and its Consolidated
Subsidiaries, and (b) Consolidated Debt shall exclude (i) up
to an aggregate amount of $200,000,000 of Hybrid Preferred
Securities of the Borrower and its Consolidated Subsidiaries and
(ii) up to an aggregate amount of $200,000,000 of Equity-Linked
Securities of the Borrower and its Consolidated
Subsidiaries."
(c) The Credit
Agreement is amended by deleting the definition of " Existing
Synthetic Lease Financing " in Section 1.01 thereof.
(d) Section 2.03(c)
of the Credit Agreement shall be deleted in its entirety and
replaced with the following:
"(c) Funding By
the Administrative Agent in Anticipation of Amounts Due from the
Lenders . Unless the Administrative Agent shall have
received notice from a Lender prior to the date of any Borrowing
(except in the case of a Base Rate Borrowing, in which case prior
to the time of such Borrowing) that such Lender will not make
available to the Administrative Agent such Lender’s share of
such Borrowing, the Administrative Agent may assume that such
Lender has made such share available to the Administrative Agent on
the date of such Borrowing in accordance with subsection (b) of
this Section, and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall
not have so made such share available to the Administrative Agent,
such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount,
together with interest thereon for each day from the date such
amount is made available to the Borrower until the date such amount
is repaid to the Administrative Agent at (i) a rate per annum equal
to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.05, in the case of the
Borrower, and (ii) the Federal Funds Rate, in the case of such
Lender. Any payment by the Borrower hereunder shall be without
prejudice to any claim the Borrower may have against a Lender that
shall have failed to make its share of a Borrowing available to the
Administrative Agent. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Loan included in such
Borrowing for purposes of this Agreement."
(e) Section
2.08(a)(ii) of the Credit Agreement shall be deleted in its
entirety and replaced with the following:
"(ii) If on any date
the aggregate Revolving Outstandings exceed the aggregate amount of
the Revolving Commitments (such excess, a "Revolving Outstandings
Excess") , the Borrower
shall prepay, and there shall become due and payable (together with
accrued interest thereon) on such date, an aggregate principal
amount of Loans equal to such Revolving Outstandings Excess. If, at
a time when a Revolving Outstandings Excess exists, (x) no
Revolving Loans are outstanding or (y) the Termination Date shall
have occurred and, in either case, any Letter of Credit Liabilities
remain outstanding, then in either case, the Borrower shall cash
collateralize any Letter of Credit Liabilities by depositing
into a cash collateral
account established and maintained (including the investments made
pursuant thereto) by the Administrative Agent pursuant to a cash
collateral agreement in form and substance satisfactory to the
Administrative Agent an amount in cash equal to the then
outstanding Letter of Credit Liabilities. In determining Revolving
Outstandings for purposes of this clause (ii), Letter of Credit
Liabilities shall be reduced to the extent that they are cash
collateralized as contemplated by this Section
2.08(a)(ii)."
(f) Section 3.01 of
the Credit Agreement shall be deleted in its entirety and replaced
with the following:
" Section 3.01
Letters of
Credit . The Issuing Lender agrees, on
the terms and conditions set forth in this Agreement, to issue
Letters of Credit from time to time before the fifth day prior to
the Termination Date for the account, and upon the request, of the
Borrower and in support of such obligations of the Borrower or any
Affiliate of the Borrower (other than PPL Electric Utilities
Corporation) that are reasonably acceptable to the Issuing Lender
(each such letter of credit, a " Standby Letter of Credit "
and, collectively, the " Standby Letters of Credit ");
provided , that, immediately after each Letter of Credit is
issued, (A) the aggregate amount of the Letter of Credit
Liabilities shall not exceed the Letter of Credit Commitment and
(B) the Revolving Outstandings shall not exceed the aggregate
amount of the Revolving Commitments."
(g) Section 3.04 of
the Credit Agreement shall be deleted in its entirety and replaced
with the following:
" Section 3.04 Conditions to
Issuance of Letters of Credit . The
issuance by the Issuing Lender of each Letter of Credit shall, in
addition to the conditions precedent set forth elsewhere in this
Agreement, be subject to the conditions precedent that (i) such
Letter of Credit shall be satisfactory in form and substance to the
Issuing Lender, (ii) the Borrower and, if applicable, any such
Affiliate of the Borrower, shall have executed and delivered such
other instruments and agreements relating to such Letter of Credit
as the Issuing Lender shall have reasonably requested and (iii) the
Issuing Lender shall have confirmed on the date of (and after
giving effect to) such issuance that (A) the aggregate amount of
all Letter of Credit Liabilities will not exceed the Letter of
Credit Commitment and (B) the aggregate Revolving Outstandings will
not exceed the aggregate amount of the Revolving Commitments.
Notwithstanding any other provision of this Section 3.04, the
Issuing Lender shall not be under any obligation to issue any
Letter of Credit if: any order, judgment or decree of any
governmental authority shall by its terms purport to enjoin or
restrain the Issuing Lender from issuing such Letter of Credit, or
any requirement of law applicable to the Issuing Lender or any
request or directive (whether or not having the force of law) from
any governmental authority with jurisdiction over the Issuing
Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the Issuing Lender with
respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Lender is not otherwise
compensated hereunder) not in effect on the
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