Exhibit 10(n)-2
FIRST AMENDMENT AND LIMITED
WAIVER
TO CREDIT AND SECURITY
AGREEMENT
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
