<PAGE>
================================================================================
$750,000,000
AMENDED AND RESTATED
364-DAY REVOLVING CREDIT AGREEMENT
Among
PPL ELECTRIC UTILITIES CORPORATION and
PPL CAPITAL FUNDING, INC.,
as Borrowers
PPL CORPORATION,
as Guarantor of the obligations of
PPL Capital Funding, Inc.
FIRST UNION NATIONAL BANK,
as Administrative Agent
THE CHASE MANHATTAN BANK,
as Syndication Agent
CITIBANK, N.A.,
as Documentation Agent
and
THE BANKS NAMED HEREIN,
Dated as of June 28, 2000
-----------------------------
FIRST UNION SECURITIES, INC.,
as Lead Arranger and Book Manager
================================================================================
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
SECTION 1. Amounts and Terms of Loans................................................ 1
1.1 Commitments................................................................. 1
1.2 Notices of Borrowing........................................................ 2
1.3 Disbursement of Funds....................................................... 2
1.4 Repayment of Loans; Evidence of Debt........................................ 3
1.5 Special Payment Provisions.................................................. 3
1.6 Fees........................................................................ 4
1.7 Reductions in Total Commitments............................................. 4
1.8 Compensation................................................................ 5
SECTION 1A. Letters of Credit........................................................ 5
SECTION 2. Interest.................................................................. 8
2.1 Rates of Interest........................................................... 8
2.2 Determination of Rate of Borrowing.......................................... 9
2.3 Interest Payment Dates...................................................... 9
2.4 Conversions; Interest Periods............................................... 9
2.5 Increased Costs, Illegality, Etc............................................ 10
2.6 Extension of Expiry Date.................................................... 13
SECTION 3. Payments.................................................................. 14
3.1 Payments on Non-Business Days............................................... 14
3.2 Voluntary Prepayments....................................................... 14
3.3 Method and Place of Payment, Etc............................................ 14
3.4 Net Payments................................................................ 15
SECTION 4. Conditions Precedent...................................................... 15
4.1 Conditions to Effectiveness................................................. 15
4.2A Conditions to Each Loan to PPL and Each Issuance of a Letter of Credit for
the account of PPL........................................................ 16
4.2B Conditions to Each Loan to Finance Co. and Each Issuance of a Letter of
Credit for the account of Finance Co...................................... 17
SECTION 5.A Covenants of PPL......................................................... 18
5.1A Financial Statements....................................................... 18
5.2A Mergers.................................................................... 19
5.3A Ratings.................................................................... 19
5.4A Consolidated Indebtedness to Consolidated Capitalization................... 19
SECTION 5.B Covenants of Finance Co. and Parent...................................... 19
5.1B Financial Statements....................................................... 19
</TABLE>
<PAGE>
ii
<TABLE>
<CAPTION>
Page
<S> <C>
5.2B Mergers....................................................................... 20
5.3B Ratings....................................................................... 20
5.4B Liens 20
5.5B Consolidated Indebtedness to Consolidated Capitalization...................... 20
SECTION 6.A Events of Default with Respect to PPL....................................... 21
6.1A Representations, Etc.......................................................... 21
6.2A Principal and Interest........................................................ 21
6.3A Defaults by PPL Under Other Agreements........................................ 21
6.4A Judgments..................................................................... 21
6.5A Bankruptcy, Etc............................................................... 21
6.6A Other Covenants............................................................... 22
SECTION 6.B Events of Default with Respect to Finance Co................................ 22
6.1B Representations, Etc.......................................................... 22
6.2B Principal and Interest........................................................ 22
6.3B Defaults by Finance Co. or Parent Under Other Agreements...................... 22
6.4B Judgments..................................................................... 22
6.5B Bankruptcy, Etc............................................................... 22
6.6B Other Covenants............................................................... 23
6.7B Events of Default with Respect to PPL......................................... 23
SECTION 7.A Representations and Warranties of PPL....................................... 24
7.1A Corporate Status.............................................................. 24
7.2A Authority; No Conflict........................................................ 24
7.3A Legality, Etc................................................................. 24
7.4A Financial Statements.......................................................... 24
7.5A Litigation.................................................................... 25
7.6A No Violation.................................................................. 25
7.7A ERISA......................................................................... 25
7.8A Consents...................................................................... 25
7.9A Intentionally Omitted......................................................... 25
7.10A Investment Company Act....................................................... 25
7.11A Public Utility Holding Company Act........................................... 25
7.12A Tax Returns.................................................................. 25
7.13A Compliance with Laws......................................................... 25
SECTION 7.B Representations and Warranties of Finance Co. and Parent.................... 26
7.1B Corporate Status.............................................................. 26
7.2B Authority; No Conflict........................................................ 26
7.3B Legality, Etc................................................................. 26
7.4B Financial Statements.......................................................... 26
7.5B Litigation.................................................................... 26
</TABLE>
<PAGE>
iii
<TABLE>
<CAPTION>
Page
<S> <C>
7.6B No Violation.................................................................... 27
7.7B ERISA........................................................................... 27
7.8B Consents........................................................................ 27
7.9B Investment Company Act.......................................................... 27
7.10B Public Utility Holding Company Act............................................. 27
7.11B Tax Returns.................................................................... 27
7.12B Compliance with Laws........................................................... 27
SECTION 8. Agent.......................................................................... 27
8.1 Appointment...................................................................... 27
8.2 Nature of Duties................................................................. 28
8.3 Rights, Exculpation, Etc......................................................... 28
8.4 Reliance......................................................................... 29
8.5 Indemnification.................................................................. 29
8.6 The Agent, Individually.......................................................... 29
8.7 Resignation by the Agent......................................................... 29
SECTION 9. Parent Guarantee............................................................... 30
SECTION 10. Miscellaneous................................................................. 31
10.1 Definitions..................................................................... 31
10.2 Accounting Principles........................................................... 40
10.3 Exercise of Rights.............................................................. 41
10.4 Amendment and Waiver............................................................ 41
10.5 Expenses; Indemnification....................................................... 41
10.6 Successors and Assigns.......................................................... 42
10.7 Notices, Requests, Demands...................................................... 44
10.8 Survival of Representations and Warranties...................................... 44
10.9 Governing Law................................................................... 44
10.10 Counterparts................................................................... 44
10.11 Terms Generally................................................................ 45
10.12 Effectiveness.................................................................. 45
10.13 Transfer of Office............................................................. 45
10.14 Proration of Payments.......................................................... 45
10.15 Jurisdiction; Consent to Service of Process.................................... 45
10.16 WAIVER OF JURY TRIAL........................................................... 46
10.17 Headings Descriptive........................................................... 46
10.18 Waiver of Notice............................................................... 46
</TABLE>
<PAGE>
iv
<TABLE>
Page
<S> <C>
Bank Address Schedule
SCHEDULE I - Commitments
EXHIBIT A - Form of Opinion of Senior Counsel of PPL, Finance Co. and Parent
EXHIBIT B - Form of Opinion of Thelen Reid & Priest LLP
EXHIBIT C - Form of Extension Letter
EXHIBIT D1- Form of PPL Compliance Certificate
EXHIBIT D2- Form of Parent Compliance Certificate
</TABLE>
<PAGE>
AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT, dated as of
June 28, 2000, among PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania
corporation ("PPL"), and PPL CAPITAL FUNDING, INC., a Delaware corporation
("Finance Co."), as Borrowers; PPL CORPORATION, a Pennsylvania corporation
("Parent"), as guarantor of the obligations of Finance Co. hereunder; the banks
listed on Schedule I hereto (each a "Bank" and collectively the "Banks"); FIRST
UNION NATIONAL BANK, as fronting bank (in such capacity, the "Fronting Bank")
and as administrative agent for the Banks to the extent and in the manner
provided in (S) 8 below (in such capacity, the "Agent"); THE CHASE MANHATTAN
BANK, as syndication agent (in such capacity, the "Syndication Agent"); and
CITIBANK, N.A., as documentation agent (in such capacity, the "Documentation
Agent") (all capitalized terms used herein shall have the meanings specified
therefor in (S) 10.1 unless otherwise defined herein).
On July 1, 1999, the Borrowers, the Agent, the Fronting Bank, the
Syndication Agent, the Documentation Agent and the Banks entered into a 364-Day
Credit Agreement (the "Existing Credit Agreement") pursuant to which the banks
thereunder agreed to extend credit to the Borrowers on a revolving credit basis
in principal amount not in excess of $750,000,000 at any time outstanding. The
parties hereto desire to amend the Existing Credit Agreement and to restate it
in its entirety giving effect to such amendment. Therefore, the parties hereto
agree that the Existing Credit Agreement shall be amended and restated to read
in its entirety as follows:
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, subject to and upon the terms and conditions set forth
herein, the Banks are willing to make available to PPL and Finance Co. the
credit facility herein provided for working capital and other general corporate
purposes of the Borrowers, including investments in, or loans to, affiliates of
the Borrowers;
NOW, THEREFORE, it is agreed:
SECTION 1. Amounts and Terms of Loans.
--------------------------
1.1 Commitments. Subject to and upon the terms and conditions herein
------------
set forth, each Bank severally and not jointly agrees, at any time and from time
to time prior to the Expiry Date, as such date may be extended pursuant to (S)
2.6, to make a loan or loans (each a "Loan" and collectively for all Banks, the
"Loans") to PPL or Finance Co., as requested by such Borrower, which Loans (i)
shall at the option of PPL or Finance Co., as applicable, be initially
maintained as Base Rate Loans or Eurodollar Loans, provided that all the Loans
made by all the Banks at any one Borrowing to a Borrower hereunder must be
either all Base Rate Loans or all Eurodollar Loans, (ii) may be repaid and
borrowed in accordance with the provisions hereof and (iii) shall not exceed in
aggregate principal amount at any time outstanding the difference between such
Bank's Commitment and the L/C Exposure of such Bank at such time.
1.2 Notices of Borrowing. Whenever a Borrower desires to make a
---------------------
Borrowing hereunder, it shall give the Agent at the Payment Office (i) no later
than 12:00 Noon (New York time) at least three Business Days' prior written
notice or telephonic notice (confirmed in writing) of each Eurodollar Loan to be
made hereunder and (ii) no later than 11:30 A.M. (New York time) on the date of
such Borrowing written notice or telephonic notice (confirmed in writing) of
each Base Rate Loan to be made hereunder. Each such notice (each a "Notice of
Borrowing") shall state that the Borrowing is being made hereunder and shall
specify the aggregate principal amount the applicable Borrower desires to borrow
hereunder, the date of Borrowing (which shall be a Business Day), the Type of
Loans to be made pursuant to such
<PAGE>
Borrowing and the Interest Period to be applicable thereto. The Agent shall
promptly give each Bank telephonic notice (confirmed in writing) of the proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
covered by the Notice of Borrowing. Each Borrowing shall be in an integral
multiple of $1,000,000 and not less than $10,000,000 and shall be made from each
Bank in the proportion which its respective Commitment bears to the Total
Commitment except as otherwise specifically provided in (S) 2.5. The failure of
any Bank to make any Loan required hereby shall not release any other Bank from
its obligation to make Loans as provided herein.
1.3 Disbursement of Funds. (a) No later than 12:00 Noon (New York
----------------------
time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on the
date specified in each Notice of Borrowing each Bank will make available the
amount of its pro rata portion of the Loans requested to be made on such date in
--- ----
U.S. dollars and in immediately available funds, to the Agent at the Payment
Office. The Agent will make available to the applicable Borrower not later than
1:00 P.M. (New York time) (or, in the case of Base Rate Loans, 3:00 P.M. (New
York time)) on such date at the Payment Office the aggregate of the amounts in
immediately available funds made available by the Banks against delivery to the
Agent at the Payment Office, or at such other office as the Agent may specify,
of the documents and papers provided for herein. The Agent shall deliver the
documents and papers received by it for the account of each Bank to such Bank or
upon its order.
(b) If the Fronting Bank shall not have received from a Borrower the
payment required to be made by such Borrower pursuant to (S) 1A(e) within the
time specified in such Section, the Fronting Bank will promptly notify the Agent
of the L/C Disbursement and the Agent will promptly notify each Bank of such L/C
Disbursement and its Applicable Percentage thereof. Not later than 2:00 P.M.
(New York time) on such date (or, if such Bank shall have received such notice
later than 12:00 Noon (New York time) on any day, no later than 10:00 A.M. (New
York time) on the immediately following Business Day), each Bank will make
available the amount of its Applicable Percentage of such L/C Disbursement (it
being understood that such amount shall be deemed to constitute a Base Rate Loan
of such Bank and such payment shall be deemed to have reduced the L/C Exposure)
in immediately available funds, to the Agent at the Payment Office, and the
Agent will promptly pay to the Fronting Bank amounts so received by it from the
Banks. The Agent will promptly pay to the Fronting Bank any amounts received by
it from such Borrower pursuant to (S) 1A(e) prior to the time that any Bank
makes any payment pursuant to this paragraph (b), and any such amounts received
by the Agent thereafter will be promptly remitted by the Agent to the Banks that
shall have made such payments and to the Fronting Bank, as their interests may
appear. If any Bank shall not have made its Applicable Percentage of such L/C
Disbursement available to the Agent as provided above, such Bank agrees to pay
interest on such amount, for each day from and including the date such amount is
required to be paid in accordance with this paragraph to but excluding the date
such amount is paid, to the Agent for the account of the Fronting Bank at, for
the first such day, the Federal Funds Rate, and for each day thereafter, the
Base Rate.
1.4 Repayment of Loans; Evidence of Debt. (a) The outstanding
-------------------------------------
principal balance of each Loan shall be due and payable by the Borrower to which
such Loan was made on the Expiry Date, subject to the provisions of (S) 2.6.
Each Loan shall bear interest from the date thereof on the outstanding principal
balance thereof as set forth in (S) 2.1. Each Bank shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness to
such Bank resulting from each Loan made by such Bank from time to time to each
Borrower, including the amounts of principal and interest payable and paid to
such Bank from time to time under this Agreement. The Agent shall maintain the
Register pursuant to (S) 1.4(b), and a subaccount for each Bank and each
Borrower, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each Loan made hereunder, the Type of each
<PAGE>
Loan made and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
applicable Borrower to each Bank hereunder and (iii) the amount of any sum
received by the Agent hereunder from each Borrower and each Bank's share
thereof. The entries made in the Register and accounts maintained pursuant to
this (S) 1.4 shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Bank or
-------- -------
the Agent to maintain such account, such Register or such subaccount, as
applicable, or any error therein shall not in any manner affect the obligations
of each Borrower to repay the Loans in accordance with their terms. The
obligations of the Borrowers with respect to their respective Loans shall be
several, not joint.
(b) The Agent shall maintain at the Payment Office a register for the
recordation of the names and addresses of the Banks, the Commitments of the
Banks from time to time, and the principal amount of the Loans owing to each
Bank from each Borrower from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error. The Register shall be available for inspection by each Borrower, the
Agent or any Bank at any reasonable time and from time to time upon reasonable
prior notice.
1.5 Special Payment Provisions Unless the Agent shall have been
--------------------------
notified by any Bank prior to any date of a Borrowing that such Bank does not
intend to make available to the Agent such Bank's portion of the Loans to be
made on such date, the Agent may assume that such Bank has made such amount
available to the Agent on such date of a Borrowing and the Agent may, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If such amount is not in fact made available to the Agent
by such Bank, the Agent shall be entitled to recover such amount on demand from
such Bank. If such Bank does not pay such amount forthwith upon the Agent's
demand therefor, the Agent shall promptly notify the applicable Borrower and the
applicable Borrower shall pay such amount to the Agent. The Agent shall also be
entitled to recover from such Bank or the applicable Borrower, as the case may
be, interest on such amount in respect of each day from the date such amount was
made available by the Agent to the applicable Borrower to the date such amount
is recovered by the Agent, at a rate per annum equal to (i) in the case of such
Bank, the Federal Funds Rate and (ii) in the case of either Borrower, the
applicable rate provided in (S) 2.1 for the applicable Type of Loan. Nothing
herein shall be deemed to relieve any Bank from its obligation to fulfill its
Commitment hereunder or to prejudice any rights which the applicable Borrower
may have against any Bank as a result of the failure of such Bank to perform its
obligations hereunder.
1.6 Fees (a) The Borrowers agree to pay to the Agent for pro rata
---- --- ----
distribution to each Bank a Commitment Fee (the "Commitment Fee"), for the
period from the Closing Date until the Expiry Date (or such earlier date as the
Total Commitment shall be terminated as to both Borrowers), on the average daily
unused amount of the Commitments, computed at the Applicable Commitment Fee
Percentage per annum computed on the basis of the number of days actually
elapsed over a year of 365 or 366 days and payable quarterly in arrears on the
last day of each calendar quarter and on the Expiry Date (or such earlier date
as the Total Commitment shall be terminated as to both Borrowers).
(b) Each Borrower agrees to pay (i) to the Agent for pro rata
--- ----
distribution to each Bank a fee (an "L/C Participation Fee"), for the period
from the Closing Date until the Expiry Date (or such earlier date as all Letters
of Credit shall be canceled or expire and the Total Commitment shall be
terminated as to both Borrowers), on that portion of the average daily L/C
Exposure attributable to Letters of Credit issued for the account of such
Borrower (excluding the portion thereof attributable to unreimbursed L/C
Disbursements), at the rate per annum equal to the Applicable Eurodollar Margin
from time to time in effect for such Borrower and (ii) to the Fronting Bank a
fronting fee, which shall accrue at the rate of .125% per annum on the average
<PAGE>
daily amount of the L/C Exposure attributable to Letters of Credit issued for
the account of such Borrower (excluding any portion thereof attributable to
unreimbursed L/C Disbursements) during the period from and including the Closing
Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any L/C Exposure
attributable to Letters of Credit issued for the account of such Borrower, as
well as the Fronting Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. L/C Participation fees and fronting fees accrued under
this paragraph are payable quarterly in arrears on the last day of each calendar
quarter and on the date on which the Total Commitment shall be terminated as
provided herein. All L/C Participation Fees and fronting fees payable under
this paragraph shall be computed on the basis of the number of days actually
elapsed over a year of 365 or 366 days. At any time when an Applicable
Utilization Fee applies to any Borrower, the L/C Participation Fee will be
increased by such Applicable Utilization Fee.
1.7 Reductions in Total Commitments. The Borrowers shall have the
--------------------------------
right, upon at least 3 Business Days' prior written notice to the Agent at the
Payment Office (which notice the Agent shall promptly transmit to each of the
Banks), to reduce permanently the Total Commitment, in an aggregate amount equal
to an integral multiple of $1,000,000 and not less than $10,000,000, or to
terminate the unutilized portion of the Total Commitment, provided that (i) any
--------
such reduction or termination shall apply proportionately to the Commitments of
the Banks and (ii) no such termination or reduction shall be made that would
reduce the Total Commitments to an amount less than the sum of the aggregate
outstanding principal amount of Loans and the aggregate L/C Exposure.
1.8 Compensation The applicable Borrower shall compensate each Bank,
------------
upon such Bank's written request given promptly after learning of the same, for
all losses, expenses and liabilities (including, without limitation, any
interest paid by such Bank to lenders of funds borrowed by it to make or carry
its Eurodollar Loans and any loss sustained by such Bank in connection with the
re-employment of such funds), which the Bank sustains: (i) if for any reason
(other than a failure of such Bank to perform its obligations) a Borrowing of
any Eurodollar Loan does not occur on a date specified therefor in a Notice of
Borrowing or notice of conversion (whether or not withdrawn or canceled pursuant
to (S) 2.5 or otherwise), (ii) if any repayment or conversion (pursuant to (S)
2.5 or otherwise) of any of its Eurodollar Loans occurs on a date which is not
the last day of the Interest Period applicable thereto, or (iii) without
duplication of any amounts paid pursuant to (S) 2 hereof, as a consequence of
any other default by such Borrower to repay its Eurodollar Loans when required
by the terms of this Agreement. A certificate as to any amounts payable to any
Bank under this (S) 1.8 submitted to the applicable Borrower by such Bank shall
show the amount payable and the calculations used to determine such amount and
shall, absent manifest error, be final, conclusive and binding upon all parties
hereto.
SECTION 1A. Letters of Credit. (a) General. A Borrower may from
------------------ --------
time to time request the issuance of Letters of Credit for its own account (for
obligations of such Borrower or any of its Subsidiaries, or in the case of
Finance Co., for any of Parent's Subsidiaries (other than PPL and its
Subsidiaries)), denominated in dollars, in form reasonably acceptable to the
Agent and the Fronting Bank, at any time and from time to time while the
Commitments remain in effect. This Section shall not be construed to impose an
obligation upon the Fronting Bank to issue any Letter of Credit that is
inconsistent with the terms and conditions of this Agreement.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
----------------------------------------------------------
Conditions. In order to request the issuance of a Letter of Credit (or to
-----------
amend, renew or extend an existing Letter of Credit), the applicable Borrower
shall hand deliver or telecopy to the Fronting Bank
<PAGE>
and the Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
the date of issuance, amendment, renewal or extension, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) below), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare such Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if, and upon issuance, amendment, renewal or extension of each Letter of Credit
the applicable Borrower shall be deemed to represent and warrant that, after
giving effect to such issuance, amendment, renewal or extension (A) the L/C
Exposure shall not exceed $400,000,000 and (B) the Aggregate Credit Exposure
shall not exceed the Total Commitment.
(c) Expiration Date. Each Letter of Credit shall expire at the
----------------
close of business on the date that is five Business Days prior to the Expiry
Date, unless such Letter of Credit expires by its terms on an earlier date.
(d) Participations. By the issuance of a Letter of Credit and
---------------
without any further action on the part of the Fronting Bank or the Banks, the
Fronting Bank hereby grants to each Bank, and each such Bank hereby acquires
from the Fronting Bank, a participation in such Letter of Credit equal to such
Bank's Applicable Percentage from time to time of the aggregate amount available
to be drawn under such Letter of Credit, effective upon the issuance of such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Bank hereby absolutely and unconditionally agrees to pay to the Agent, for the
account of the Fronting Bank, such Bank's proportionate share of each L/C
Disbursement made by the Fronting Bank and not reimbursed by the applicable
Borrower forthwith on the date due as provided in (S) 1.3(b). Each Bank
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or an Event of Default or the
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.
(e) Reimbursement. If the Fronting Bank shall make any L/C
--------------
Disbursement in respect of a Letter of Credit, the applicable Borrower shall pay
to the Agent an amount equal to such L/C Disbursement not later than two hours
after the applicable Borrower shall have received notice from the Fronting Bank
that payment of such draft will be made, or, if the applicable Borrower shall
have received such notice later than 10:00 A.M. (New York time) on any Business
Day, not later than 10:00 A.M. (New York time) on the immediately following
Business Day.
(f) Obligations Absolute. The applicable Borrower's obligations to
---------------------
reimburse L/C Disbursements as provided in paragraph (e) above shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement, under any and all circumstances
whatsoever, and irrespective of:
(i) any lack of validity or enforceability of any Letter of Credit
or any Loan Document, or any term or provision therein;
(ii) any amendment or waiver of or any consent to departure from all
or any of the provisions of any Letter of Credit or any Loan Document;
(iii) the existence of any claim, setoff, defense or other right that
the applicable Borrower, any other party guaranteeing, or otherwise
obligated with, either Borrower or any subsidiary or other affiliate
thereof or any other person may at any time have against
<PAGE>
the beneficiary under any Letter of Credit, the Fronting Bank, the Agent or
any Bank or any other person, whether in connection with this Agreement,
any other Loan Document or any other related or unrelated agreement or
transaction;
(iv) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;
(v) payment by the Fronting Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the
terms of such Letter of Credit; and
(vi) any other act or omission to act or delay of any kind of the
Fronting Bank, the Banks, the Agent or any other person or any other event
or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or
equitable discharge of the applicable Borrower's obligations hereunder.
Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrowers hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Fronting Bank. However, the
foregoing shall not be construed to excuse the Fronting Bank from liability to
the applicable Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
applicable Borrower to the extent permitted by applicable law) suffered by the
applicable Borrower that are caused by the Fronting Bank's gross negligence or
wilful misconduct in determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof; it is understood that
the Fronting Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit (i) the Fronting Bank's exclusive reliance on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute wilful misconduct or gross negligence of
the Fronting Bank.
(g) Disbursement Procedures. The Fronting Bank shall, promptly
------------------------
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Fronting Bank shall as
promptly as possible give telephonic notification, confirmed by telecopy, to the
Agent and the applicable Borrower (and, if the applicable Borrower is Finance
Co., Parent) of such demand for payment and whether the Fronting Bank has made
or will make an L/C Disbursement thereunder; provided that any failure to give
--------
or delay in giving such notice shall not relieve the applicable Borrower of its
obligation to reimburse the Fronting Bank and the Banks with respect to any such
L/C Disbursement. The Agent shall promptly give each Bank notice thereof.
(h) Interim Interest. If the Fronting Bank shall make any L/C
-----------------
Disbursement in respect of a Letter of Credit, then, unless the applicable
Borrower shall reimburse such L/C
<PAGE>
Disbursement in full on the date thereof, the unpaid amount thereof shall bear
interest for the account of the Fronting Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the applicable Borrower or the date on which interest shall commence
to accrue on the Base Rate Loans resulting from such L/C Disbursement as
provided in (S) 1.3(b), at the rate per annum that would apply to such amount if
such amount were a Base Rate Loan.
(i) Cash Collateralization. If any Event of Default with respect to
-----------------------
a Borrower shall occur and be continuing, such Borrower shall, on the Business
Day it receives notice from the Agent or the Required Banks thereof and of the
amount to be deposited, deposit in an account with the Agent, for the benefit of
the Banks, an amount in cash equal to the portion of the L/C Exposure
attributable to Letters of Credit issued for the account of such Borrower and
outstanding as of such date. Such deposit shall be held by the Agent as
collateral for the payment and performance of the obligations under this
Agreement. The Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Such deposits shall not bear
interest. Moneys in such account shall automatically be applied by the Agent to
reimburse the Fronting Bank for L/C Disbursements attributable to Letters of
Credit issued for the account of the Borrower depositing such moneys for which
the Fronting Bank has not been reimbursed, and any remaining amounts will either
(i) be held for the satisfaction of the reimbursement obligations of such
Borrower for the L/C Exposure at such time or (ii) if the maturity of the Loans
of such Borrower has been accelerated, be applied to satisfy the obligations of
such Borrower under this Agreement. If a Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to such Borrower within three Business Days after all Events of Default have
been cured or waived.
SECTION 2. Interest
--------
2.1 Rates of Interest. (a) Each Borrower agrees to pay interest in
------------------
respect of the unpaid principal amount of each Base Rate Loan made to it from
the date the proceeds thereof are made available to it until prepayment pursuant
to (S) 3 or maturity (whether by acceleration or otherwise) at a rate per annum
which shall be the Base Rate in effect from time to time.
(b) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to it from the date the proceeds
thereof are made available to it until prepayment pursuant to (S) 3 or maturity
(whether by acceleration or otherwise) at a rate per annum which shall be the
relevant Quoted Rate plus the Applicable Eurodollar Margin plus the Applicable
Utilization Fee, if any.
(c) Each Borrower agrees to pay interest in respect of overdue
principal of, and (to the extent permitted by law) overdue interest in respect
of, each Loan made to it, on demand, at a rate per annum which shall be 2% in
excess of the Base Rate in effect from time to time.
(d) Interest shall be computed on the actual number of days elapsed
on the basis of a 360-day year; provided, however, that for any rate of interest
-------- -------
determined by reference to the Prime Rate, interest shall be computed on the
actual number of days elapsed on the basis of a year of 365 or 366 days.
(e) In computing interest on the Loans, the date of the making of a
Loan shall be included and the date of payment shall be excluded, provided,
--------
however, that if a Loan is repaid on the same day on which it is made, such day
-------
shall nevertheless be included in computing interest thereon.
<PAGE>
2.2 Determination of Rate of Borrowing As soon as practicable after
----------------------------------
10:00 A.M. (New York time) on the second Business Day prior to the commencement
of any Interest Period with respect to a Eurodollar Loan, the Agent shall
determine (which determination, absent manifest error, shall be final,
conclusive and binding upon all parties) the rate of interest which shall be
applicable to such Eurodollar Loan for the Interest Period applicable thereto
and shall promptly give notice thereof (in writing or by telephone, confirmed in
writing) to the applicable Borrower and the Banks. In the event that there is
no applicable rate for such Eurodollar Loan: (i) the Agent shall promptly give
notice thereof (in writing or by telephone, confirmed in writing) to the
applicable Borrower and the Banks and (ii) such Loan shall be deemed to have
been requested to be made as a Base Rate Loan and (iii) the rate applicable to
such Loan shall be the Base Rate in effect from time to time.
2.3 Interest Payment Dates Accrued interest shall be payable (i) in
----------------------
respect of each Eurodollar Loan, at the end of the Interest Period relating
thereto and in respect of each Loan with an Interest Period of longer than 3
months, on each 3-month anniversary of the first day of such Interest Period,
(ii) in respect of each Base Rate Loan, at the end of each Interest Period
relating thereto and (iii) in respect of each Loan, on any prepayment (on the
amount prepaid), at maturity (whether by acceleration or otherwise) and, after
maturity, on demand.
2.4 Conversions; Interest Periods (a) Each Borrower shall have the
-----------------------------
option to convert on any Business Day, all or a portion at least equal to
$10,000,000 of the outstanding principal amount of the Loans made to it pursuant
to one or more Borrowings of one Type of Loans into a Borrowing or Borrowings of
another Type of Loan, provided that (i) except as provided in (S)2.5(b),
--------
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable thereto and no partial conversion of a Borrowing
of Eurodollar Loans shall reduce the outstanding principal amount of the Loans
pursuant to such Borrowing to less than $10,000,000 and (ii) Loans may only be
converted into Eurodollar Loans if no Default or Event of Default with respect
to such Borrower is in existence on the date of the conversion. Each such
conversion shall be effected by such Borrower by giving the Agent at its Payment
Office, prior to 12:00 Noon (New York time), at least three Business Days (or by
12:00 Noon on the same Business Day in the case of a conversion into Base Rate
Loans) prior written notice (or telephonic notice promptly confirmed in writing)
(each a "Notice of Conversion") specifying the Loans to be so converted, the
Borrowing or Borrowings pursuant to which such Loans were made, the Type of
Loans to be converted into and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Agent shall give each Bank prompt notice of any such proposed conversion
affecting any of its Loans.
(b) At the time a Borrower gives a Notice of Borrowing or Notice of
Conversion in respect of the making of, or conversion into, a Borrowing of
Eurodollar Loans (in the case of the initial Interest Period applicable thereto)
or prior to 12:00 Noon (New York time) on the third Business Day prior to the
expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans
(in the case of any subsequent Interest Period), such Borrower shall have the
right to elect, by giving the Agent written notice (or telephonic notice
promptly confirmed in writing), the Interest Period applicable to such
Borrowing, which Interest Period shall, at the option of such Borrower, be a
one, two, three or six month period or, subject to availability on the part of
each Bank, such shorter period as ends on the Expiry Date. Notwithstanding
anything to the contrary contained above:
(i) the initial Interest Period for any Borrowing of Eurodollar Loans
shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of Base Rate Loans) and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day
on which the next preceding Interest Period
<PAGE>
expires;
(ii) if any Interest Period applicable to a Borrowing of Eurodollar
Loans begins on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period, such Interest
Period shall end on the last Business Day of such calendar month;
(iii) no Interest Period in respect of any Borrowing of Loans shall
extend beyond the Expiry Date; and
(iv) all Eurodollar Loans comprising a Borrowing shall at all times have
the same Interest Period.
If upon the expiration of any Interest Period, a Borrower has failed to elect a
new Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above or is unable to elect a new Interest Period as a result
of (S) 2.4(a)(ii) above, such Borrower shall be deemed to have elected to
convert such Borrowing into a Borrowing of Base Rate Loans effective as of the
expiration date of such current Interest Period.
2.5 Increased Costs, Illegality, Etc. (a) In the event that any
---------------------------------
Bank (including the Agent and the Fronting Bank) shall have reasonably
determined (which determination shall be final and conclusive and binding upon
all parties but, with respect to the following clauses (i), (ii) and (iii),
shall be made only after consultation with the applicable Borrower and the Agent
on the date of such determination) that:
(i) on any date for determining the Quoted Rate for any Interest
Period, by reason of any change after the date hereof affecting the
interbank Eurodollar market, adequate and fair means do not exist for
ascertaining the applicable interest rate by reference to the Quoted Rate;
or
(ii) at any time, by reason of (y) any change after the date
hereof in any applicable law or governmental rule, regulation or order (or
any interpretation thereof by a governmental authority or otherwise
(provided that, in the case of an interpretation not by a governmental
--------
authority, such interpretation shall be made in good faith and shall have a
reasonable basis) and including the introduction of any new law or
governmental rule, regulation or order), to the extent not provided for in
clause (iii) below, or (z) in the case of Eurodollar Loans, other
circumstances affecting such Bank or the interbank Eurodollar market or the
position of such Bank in such market, the Quoted Rate shall not represent
the effective pricing to such Bank for funding or maintaining the affected
Eurodollar Loan; or
(iii) at any time, by reason of the requirements of Regulation D or
other official reserve requirements, the Quoted Rate shall not represent
the effective pricing to such Bank for funding or maintaining the affected
Eurodollar Loan; or
(iv) at any time, that the making or continuance of any Eurodollar
Loan or the issuance of any Letter of Credit has become unlawful by
compliance by such Bank or by the Fronting Bank in good faith with any law,
governmental rule, regulation, guideline or order, or would cause severe
hardship to such Bank or to the Fronting Bank as a result of a contingency
occurring after the date hereof which materially and adversely affects the
interbank Eurodollar market;
<PAGE>
then, and in any such event, the Bank so affected shall on such date of
determination give notice (by telephone confirmed in writing) to each applicable
Borrower and to the Agent (who shall give similar notice to each Bank) of such
determination. Thereafter, (x) in the case of clause (i), (ii) or (iii) above,
each applicable Borrower shall pay to such Bank, upon written demand therefor,
such additional amounts deemed in good faith by such Bank to be material (in the
form of an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its discretion shall determine) as shall be required
to cause such Bank to receive interest with respect to its affected Eurodollar
Loan at a rate per annum equal to the then Applicable Eurodollar Margin in
excess of the effective pricing to such Bank to make or maintain such Eurodollar
Loan and (y) in the case of clause (iv), each applicable Borrower shall take one
of the actions specified in (S) 2.5(b) as promptly as possible and, in any
event, within the time period required by law. A certificate as to additional
amounts owed any such Bank, showing in reasonable detail the basis for the
calculation thereof, submitted to each applicable Borrower and the Agent by such
Bank shall, absent manifest error, be final, conclusive and binding upon all of
the parties hereto.
(b) At any time that any of its Loans are affected by the
circumstances described in (S) 2.5(a) each applicable Borrower may (i) if the
affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said
Borrowing by giving the Agent notice thereof by telephone (confirmed in writing)
on the same date that such Borrower was notified by the affected Bank pursuant
to (S) 2.5(a) or (ii) if the affected Eurodollar Loan is then outstanding, upon
at least 3 Business Days' written notice to the Bank, require the Bank to
convert such Eurodollar Loan into a Base Rate Loan; provided that if more than
one Bank is affected at any time, then all affected Banks must be treated in the
same manner pursuant to this (S) 2.5(b).
(c) In the event that a Borrower shall be paying additional amounts
to a Bank pursuant to (S) 2.5(a)(i), (ii) or (iii) or (S) 2.5(d) (and, in the
case of (S) 2.5(d), such Bank has not eliminated the increased costs by
designating a new Applicable Lending Office) or is unable to incur a Eurodollar
Loan from such Bank because of the existence of a condition described in (S)
2.5(a)(iv) (any such Bank, an "Affected Bank") covering a period of 90
consecutive days, the Borrowers, the Agent and the Affected Bank shall consult
with a view towards (but being under no obligation to) amending this Agreement,
with the consent of the Banks other than the Affected Bank (the "Unaffected
Banks") which, at such time, have outstanding two-thirds of the aggregate
principal amount of the Loans outstanding hereunder (exclusive of the aggregate
principal amount of the Loans outstanding of the Affected Bank), to provide for
(i) the termination of the Affected Bank's Commitment, provided that such
--------
termination is accompanied by payment in full of the outstanding amount of all
Loans of the Affected Bank, interest accrued on such amount to the date of
payment and all other liabilities and obligations of the Borrowers hereunder
(including, without limitation, amounts payable pursuant to (S) 1.8, (S) 2.5(a)
or (S) 2.5(d)) with respect to the Affected Bank, and (ii) the substitution of
another bank for the Affected Bank and/or the increase, pro rata or otherwise,
--- ----
of the Commitments of the Unaffected Banks or otherwise, so that the Total
Commitment remains the amount which would be applicable in the absence of the
occurrence of clause (i) of this (S) 2.5(c); provided that no Commitment of any
Unaffected Bank may be changed without the consent of such Bank.
(d) If any Bank reasonably determines at any time that any applicable
law or governmental rule, regulation, order or request (whether or not having
the force of law) concerning capital adequacy, or any change in interpretation
or administration thereof by any governmental authority, central bank or
comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Bank based on the existence of
such Bank's Commitment hereunder or its obligations hereunder or under any
Letter of Credit, then promptly upon receipt of a written demand from such Bank
meeting the requirements of this (S) 2.5(d), the applicable Borrowers agree to
pay such Bank such additional amounts as shall be
<PAGE>
required to compensate such Bank for the increased cost to such Bank of making
Loans to (or issuing Letters of Credit for the account of) the Borrowers, as a
result of such increase in capital for the first Compensation Period (as defined
below). After the initial written demand for payment in respect of this (S)
2.5(d) is delivered to the applicable Borrowers by such Bank, written demand for
payment may be submitted for each Compensation Period thereafter that this
Agreement remains in effect as to such Bank. Each such written demand shall (i)
specify (a) the event pursuant to which such Bank is entitled to claim the
additional amount, (b) the date on which the event occurred and became
applicable to the Bank and (c) the Compensation Period for which the amount is
due and (ii) set out in reasonable detail the basis and computation of such
additional amount. Each period for which the additional amounts may be claimed
by such Bank (a "Compensation Period") shall be the lesser of (x) the number of
days actually elapsed since the date the event occurred and became applicable to
such Bank or (y) 90 days. Payments made by the applicable Borrowers to any Bank
in respect of this (S) 2.5(d) shall be made on the last day of the Compensation
Period specified in each written demand with a final payment to be made on the
date of termination of this Agreement as to such Bank. Provided that each Bank
acts reasonably and in good faith and uses averaging and attribution methods
which are reasonable in determining any additional amounts due under this (S)
2.5(d), such Bank's determination of compensation owing under this (S) 2.5(d)
shall, absent manifest error, be final and conclusive and binding on all the
parties hereto. No Bank shall be entitled to compensation under this (S) 2.5(d)
for any costs incurred with respect to any date unless it shall have notified
the applicable Borrowers that it will demand compensation for such costs not
more than 60 days after the later of (i) such date and (ii) the date on which it
shall have become aware of such costs.
(e) Each Bank agrees that, upon the occurrence of any event giving
rise to the operation of (S) 2.5(d) with respect to such Bank, such Bank shall,
if requested by the Borrowers, designate another Applicable Lending Office for
any Loans affected by such event with the objective of eliminating, avoiding or
mitigating the consequence of the event giving rise to the operation of such
section; provided that such Bank and its Applicable Lending Office shall not, in
the sole judgment of such Bank, suffer any economic, legal or regulatory
disadvantage. Nothing in this (S) 2.5(e) shall affect or postpone any of the
obligations of a Borrower or the right of any Bank provided in (S) 2.5(d).
2.6 Extension of Expiry Date (i) The Borrowers may, by sending an
------------------------
Extension Letter to the Agent (in which case the Agent shall promptly deliver a
copy to each of the Banks), not less than 30 days and not more than 45 days
prior to the Expiry Date then in effect (the "Current Expiry Date"), request
that the Banks extend the Expiry Date so that it will occur 364 days after the
Current Expiry Date. Each Bank, acting in its sole discretion, shall, by notice
to the Agent given not less than 20 days and not more than 30 days prior to the
Current Expiry Date, advise the Agent in writing whether or not such Bank agrees
to such extension (each Bank that so advises the Agent that it will not extend
the Expiry Date being referred to herein as a "Non-extending Bank"); provided
--------
that any Bank that does not advise the Agent by the 20th day prior to the
Current Expiry Date shall be deemed to be a Non-extending Bank. The election of
any Bank to agree to such extension shall not obligate any other Bank to agree.
(ii) (A) If Banks holding Commitments that aggregate at least 51% of
the Total Commitment on the 20th day prior to the Current Expiry Date shall not
have agreed to extend the Expiry Date, then the Current Expiry Date shall not be
so extended and the outstanding principal balance of all loans and other amounts
payable hereunder shall be payable on the Current Expiry Date. (B) If (and only
if) Banks holding Commitments that aggregate at least 51% of the Total
Commitment on the 20th day prior to the Current Expiry Date shall have agreed to
extend the Expiry Date, then the Expiry Date applicable to the Banks that are
not Non-extending Banks shall be the day that is 364 days after the Current
Expiry Date. In the event of such extension, the Commitment of each Non-
extending Bank shall terminate on the Current Expiry Date, all
<PAGE>
Loans and other amounts payable hereunder to such Non-extending Banks shall
become due and payable on the Current Expiry Date and the Total Commitment of
the Banks hereunder shall be reduced by the Commitments of Non-extending Banks
so terminated on and after such Current Expiry Date.
(iii) In the event that the conditions of clause (B) of paragraph (ii)
above have been satisfied, the Borrowers shall have the right on or before the
Current Expiry Date, at their own expense, to require any Non-extending Bank to
transfer and assign without recourse or representation (except as to title and
the absence of Liens created by it) (in accordance with and subject to the
restrictions contained in (S) 10.6) all its interests, rights and obligations
under this Agreement (including with respect to any L/C Exposure) to one or more
other banks or other financial institutions (which may include any Bank) (each,
an "Additional Commitment Bank"), provided that (x) such Additional Commitment
Bank, if not already a Bank hereunder, shall be subject to the approval of the
Agent (not to be unreasonably withheld), (y) such assignment shall become
effective as of the Current Expiry Date and (z) the Additional Commitment Bank
shall pay to such Non-extending Bank in immediately available funds on the
effective date of such assignment the principal of and interest accrued to the
date of payment on the Loans made by such Non-extending Bank hereunder and all
other amounts accrued for such Non-extending Bank's account or owed to it
hereunder. Notwithstanding the foregoing, no extension of the Expiry Date shall
become effective unless, on the Current Expiry Date, the conditions set forth in
paragraphs (a), (b) and (d) of (S)(S) 4.2A and 4.2B shall be satisfied (with all
references in such paragraphs to the making of a Loan or issuance of a Letter of
Credit being deemed to be references to the extension of the Commitments on the
Current Expiry Date) and the Agent shall have received a certificate to that
effect dated the Current Expiry Date and executed by a responsible officer of
each of the Borrowers and Parent.
SECTION 3. Payments
--------
3.1 Payments on Non-Business Days. Whenever any payment to be made
------------------------------
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day and, if a
payment of principal has been so extended, interest shall be payable on such
principal at the applicable rate during such extension.
3.2 Voluntary Prepayments Each Borrower shall have the right to
---------------------
prepay its Loans in whole or in part, without premium or penalty, from time to
time pursuant to this (S) 3.2 on the following terms and conditions: (i) the
applicable Borrower shall give the Agent at the Payment Office at least 3
Business Days' prior written notice or telephonic notice (confirmed in writing)
of its intent to prepay such Loans, which notice shall specify the amount of
such prepayment and the specific Borrowing to be prepaid, which notice the Agent
shall promptly transmit to each of the Banks; (ii) each prepayment shall be in
an integral multiple of $1,000,000 and not less than $10,000,000 (or, if less,
the amount then remaining outstanding in respect of the Borrowing being
prepaid); (iii) each prepayment in respect of Loans made pursuant to one
Borrowing shall be applied pro rata among the Banks on the basis of such Loans,
--- ----
except as otherwise provided in (S) 2.5; (iv) at the time of any prepayment, the
applicable Borrower shall pay all interest accrued on the principal amount of
said prepayment and, if the applicable Borrower prepays any Eurodollar Loan on
any day other than the last day of an Interest Period applicable thereto, the
applicable Borrower shall compensate the Banks for losses sustained as a result
of such prepayment to the extent and as provided in (S) 1.8.
3.3 Method and Place of Payment, Etc. Except as expressly provided
---------------------------------
herein, all payments under this Agreement shall be made to the Agent for the
ratable account of the Banks not later than Noon (New York time) on the date
when due and shall be made in freely transferable U.S. dollars and in
immediately available funds at the Payment Office (or, if such
<PAGE>
payment is made in respect of principal of or interest on any Eurodollar Loan,
for the account of such non-U.S. office of the Agent as the Agent may from time
to time direct). Unless the Agent shall have been notified by the applicable
Borrower prior to the date on which any payment to be made by the applicable
Borrower hereunder is due that the applicable Borrower does not intend to remit
such payment, the Agent may, at its discretion, assume that the applicable
Borrower has remitted such payment when so due and the Agent may, at its
discretion and in reliance upon such assumption, make available to each Bank
(for the account of its applicable lending office) on such payment date an
amount equal to such Bank's share of such assumed payment. If the applicable
Borrower has not in fact remitted such payment to the Agent, each Bank shall
forthwith on demand repay to the Agent the amount of such assumed payment made
available to such Bank together with interest thereon in respect of each day
from and including the date such amount was made available by the Agent to such
Bank to the date such amount is repaid to the Agent at a rate per annum equal to
the Federal Funds Rate. On the commencement date of each Interest Period and on
each date occurring two Business Days prior to an Interest Payment Date, the
Agent shall notify the applicable Borrower of the amount of interest and/or fees
due at the end of such Interest Period or on such Interest Payment Date
(assuming, in the case of Base Rate Loans, that there is no change in the rate
of interest applicable to the applicable Base Rate Loan); provided, however,
that failure to so notify the applicable Borrower shall not affect such
Borrower's obligation to make any such payments.
3.4 Net Payments All payments under this Agreement shall be made
------------
without set-off or counterclaim and in such amounts as may be necessary in order
that all such payments of principal and interest in connection with Loans (after
deduction or withholding for or on account of (i) any present or future taxes,
levies, imposts, duties or other charges of whatsoever nature imposed by any
government or any political subdivision or taxing authority thereof, excluding
any tax on or measured by the net income of a Bank pursuant to the income tax
laws of the jurisdiction where such Bank's principal or lending office is
located or in which such Bank maintains a place of business (all such non-
excluded taxes, levies, imposts, duties or other charges, the "Taxes") and (ii)
any taxes on or measured by the net income payable by any such Bank with respect
to the amount by which the payments required to be made by this (S) 3.4 exceed
the amount otherwise specified to be paid under this Agreement) shall not be
less than the amounts otherwise specified to be paid under this Agreement; and
the Borrowers further agree to pay and to save the Agent, the Fronting Bank and
the Banks (and any participant, to the extent provided in Section 10.6(b)(B))
harmless, on an after-tax basis, from all liability for Taxes on or in
connection with Loans or any payments thereunder, and any interest, penalties or
additions with respect thereto, provided, however, that such interest, penalties
-----------------
and additions are not a result of any action, omission or failure to act on the
part of the Agent, the Fronting Bank or the Banks. A certificate as to any
additional amounts payable to any Bank under this (S) 3.4 submitted to the
applicable Borrower by such Bank shall show in reasonable detail the amount
payable and the calculations used to determine such amount and shall, absent
manifest error, be final, conclusive and binding upon all parties hereto. With
respect to each deduction or withholding for or on account of any Taxes, the
applicable Borrower shall promptly furnish to each Bank such certificates,
receipts and other documents as may be required (in the judgment of such Bank)
to establish any tax credit to which such Bank may be entitled.
<PAGE>
SECTION 4. Conditions Precedent
--------------------
4.1 Conditions to Effectiveness. On the Closing Date:
---------------------------
(a) The Agent shall have received from the general counsel or senior
counsel of PPL a favorable opinion dated the Closing Date substantially in
the form of Exhibit A hereto. In addition, upon the expiration of the
Existing FERC Order and the issuance of a new order of the FERC (in each
case as defined in (S) 7.2A) authorizing borrowings hereunder (the "New
FERC Order"), PPL will, upon the request of the Agent, provide an updated
opinion of its general counsel or senior counsel, substantially to the
effect of Exhibit A hereto, but revised to reflect the New FERC Order.
(b) The Agent shall have received an opinion of Thelen Reid & Priest
LLP, counsel for PPL, Finance Co. and Parent, addressed to the Agent, the
Fronting Bank and the Banks, dated the Closing Date, with respect to the
enforceability of this Agreement against PPL and Finance Co., and with
respect to the enforceability of the guarantee hereunder by Parent of the
obligations of Finance Co. against Parent, substantially in the form of
Exhibit B hereto. In addition, upon the expiration of the Existing FERC
Order and the issuance of the New FERC Order, PPL will, upon the request of
the Agent, provide an updated opinion of Thelen Reid & Priest LLP,
substantially to the effect of Exhibit B hereto, but revised to reflect the
New FERC Order.
(c) All corporate and legal proceedings and all instruments in
connection with the transactions contemplated by this Agreement (including
resolutions of the Board of Directors of PPL, Finance Co. and Parent and
certificates as to the incumbency of the officers signing this Agreement or
any certificate delivered in connection herewith) shall be satisfactory in
form and substance to the Agent, and the Agent shall have received all
information and copies of all documents that it has requested, such
documents where appropriate to be certified by proper corporate or
governmental authorities.
(d) The Agent shall have received from each of the Banks, the
Fronting Bank, PPL, Finance Co. and Parent a duly executed and delivered
counterpart hereof.
(e) The conditions set forth in (S)(S) 4.2A and 4.2B (other than (S)
4.2A(c) and (S) 4.2B(c)) shall have been satisfied.
(f) The Agent shall have received a certificate signed by appropriate
officers of PPL stating that all regulatory approvals necessary to permit
PPL to enter into this Agreement and to perform its obligations hereunder
have been obtained and are in full force and effect and attaching evidence
of all such regulatory approvals.
(g) The Agent shall have received all accrued facility fees through
the Closing Date.
(h) The Agent shall be satisfied that no Loans shall be outstanding
under the Existing Credit Agreement and no accrued interest shall be owing
thereunder.
4.2A Conditions to Each Loan to PPL and Each Issuance of a Letter of
---------------------------------------------------------------
Credit for the account of PPL. The obligation of each Bank to make each Loan to
------------------------------
PPL (excluding any conversions of one Type of Loan to another Type pursuant to
(S) 2.5(b)) and of the Fronting Bank to issue each Letter of Credit for the
account of PPL hereunder is subject, at the time of the making of each such Loan
and the issuance of each such Letter of Credit (except as hereinafter
indicated), to the satisfaction of the following conditions, with the making of
each such Loan and
<PAGE>
the issuance of each such Letter of Credit constituting a representation and
warranty by PPL that the conditions specified in (S)(S) 4.2A(a), (b), (d) and
(e) below are then satisfied:
(a) No Default. At the time of the making each such Loan to PPL, and
-----------
the issuance of each Letter of Credit for the account of PPL and after
giving effect thereto, there shall exist no Default or Event of Default
with respect to PPL.
(b) Representations and Warranties. At the time of the making of
-------------------------------
each such Loan to PPL and the issuance of each such Letter of Credit for
the account of PPL and after giving effect thereto, all representations and
warranties contained in (S) 7A hereof shall be true and correct with the
same force and effect as though such representations and warranties had
been made as of such time.
(c) Notice of Borrowing. The Agent shall have received Notice of
--------------------
Borrowing from PPL as required by (S) 1.2 or, in the case of the issuance
of a Letter of Credit, the Fronting Bank and the Agent shall have received
a notice from PPL requesting the issuance of such Letter of Credit as
required by (S) 1A(b).
(d) No Adverse Change. Since December 31, 1999, there shall have
------------------
been no change in the business, assets, financial condition or operations
of PPL and its Subsidiaries taken as a whole which materially and adversely
affects the ability of PPL to perform any of its obligations hereunder.
(e) Regulatory Approval. The making of such Loan to PPL or the
--------------------
issuance of such Letter of Credit for the account of PPL shall not cause
the aggregate dollar amount of Loans and Letters of Credit outstanding for
the account of PPL to exceed the amount of such obligations for which PPL
has obtained the necessary regulatory approval.
4.2B Conditions to Each Loan to Finance Co. and Each
-----------------------------------------------
Issuance of a Letter of Credit for the account of Finance Co. The
-------------------------------------------------------------
obligation of each Bank to make each Loan to Finance Co. (excluding any
conversions of one Type of Loan to another Type pursuant to (S) 2.5(b)) and
of the Fronting Bank to issue each Letter of Credit for the account of
Finance Co. hereunder is subject, at the time of the making of each such
Loan and the issuance of each such Letter of Credit (except as hereinafter
indicated), to the satisfaction of the following conditions, with the
making of each such Loan and the issuance of each such Letter of Credit
constituting a representation and warranty by Finance Co. that the
conditions specified in (S)(S) 4.2B(a), (b) and (d) below are then
satisfied:
(a) No Default. At the time of the making of each such Loan to
-----------
Finance Co. and the issuance of each Letter of Credit for the account of
Finance Co. and after giving effect thereto, there shall exist no Default
or Event of Default with respect to Finance Co.
(b) Representations and Warranties. At the time of the making of
-------------------------------
each such Loan to Finance Co. and the issuance of each such Letter of
Credit for the account of Finance Co. and after giving effect thereto, all
representations and warranties contained in (S) 7B hereof shall be true and
correct with the same force and effect as though such representations and
warranties had been made as of such time.
(c) Notice of Borrowing. The Agent shall have received Notice of
--------------------
Borrowing from Finance Co. as required by (S) 1.2 or, in the case of the
issuance of a Letter of Credit, the Fronting Bank and the Agent shall have
received a notice from Finance Co.
<PAGE>
requesting the issuance of such Letter of Credit as required by (S) 1A(b).
(d) No Adverse Change. Since December 31, 1999, there shall have been
-----------------
no change in the business, assets, financial condition or operations of
Parent and its Subsidiaries taken as a whole which materially and adversely
affects the ability of Parent to perform any of its obligations hereunder.
SECTION 5.A Covenants of PPL.
----------------
While this Agreement is in effect and until the Total Commitment has
been terminated with respect to PPL, all obligations of PPL hereunder shall have
been paid in full and all Letters of Credit issued for the account of PPL shall
have been canceled or have expired and all amounts drawn thereunder shall have
been reimbursed in full, PPL agrees that:
5.1A Financial Statements. PPL will furnish to each Bank:
--------------------
(a) within 120 days after the end of each fiscal year an auditors'
report, including a balance sheet as at the close of such fiscal year and
statements of income, shareowners' common equity and cash flows for such
year for PPL and its consolidated Subsidiaries prepared in conformity with
GAAP, with an opinion expressed by PricewaterhouseCoopers LLP or other
independent auditors of recognized standing selected by it;
(b) within 60 days after the end of each of the first three quarters
in each fiscal year, a balance sheet as at the close of such quarterly
period and statements of income, shareowners' common equity and cash flows
for such quarterly period for itself and its consolidated Subsidiaries
prepared in conformity with GAAP;
(c) within 120 days after the end of each fiscal year, a copy of its
Form 10-K Report to the Securities and Exchange Commission ("SEC") and
within 60 days after the end of each of the first three quarters in each
fiscal year, a copy of its Form 10-Q Report to the SEC;
(d) from time to time, with reasonable promptness, such further
information regarding its business, affairs and financial condition as any
Bank and the Fronting Bank may reasonably request; and
(e) upon acquiring knowledge of the existence of a Default or Event
of Default with respect to it a certificate of a financial officer
specifying: (i) the nature of such Default or Event of Default, (ii) the
period of the existence thereof, and (iii) the actions that PPL proposes to
take with respect thereto.
The financial statements required to be furnished pursuant to clauses
(a) and (b) above shall be accompanied by a certificate of a principal financial
officer of PPL to the effect that no Default or Event of Default with respect to
it has occurred and is continuing. The financial statements required to be
furnished pursuant to clause (a) above shall also be accompanied by a Compliance
Certificate in the form of Exhibit D-1 hereto ("PPL Compliance Certificate")
demonstrating compliance with (S) 5.4A.
5.2A Mergers. PPL will not merge or consolidate with any Person if
--------
PPL is not the survivor unless (a) the survivor assumes the obligations of PPL
hereunder, (b) the survivor is a utility and (c) the senior secured debt ratings
of the survivor by Moody's and S&P as available (or if the ratings of Moody's
and S&P are not available, of such other rating agency as shall be
<PAGE>
acceptable to the Agent), are at least equal to the ratings of PPL's First
Mortgage Bonds (or other senior secured debt) immediately prior to such merger
or consolidation.
5.3A Ratings. PPL will use its best efforts to promptly notify the
--------
Banks upon obtaining knowledge of any change in, or cessation of, ratings of
PPL's First Mortgage Bonds (or other senior secured debt) by Moody's or S&P.
5.4A Consolidated Indebtedness to Consolidated Capitalization. The
---------------------------------------------------------
ratio of Consolidated Indebtedness of PPL to Consolidated Capitalization of PPL
shall not exceed 70% at any time.
SECTION 5.B Covenants of Finance Co. and Parent.
------------------------------------
While this Agreement is in effect and until the Total Commitment has
been terminated with respect to Finance Co., all obligations of Finance Co. and
Parent hereunder shall have been paid in full and all Letters of Credit issued
for the account of Finance Co. shall have been canceled or have expired and all
amounts drawn thereunder shall have been reimbursed in full, each of Finance Co.
and Parent agrees that:
5.1B Financial Statements. Parent will furnish to each Bank:
--------------------
(a) within 120 days after the end of each fiscal year (i) an
auditors' report, including a balance sheet as at the close of such fiscal
year and statements of income, shareowners' common equity and cash flows
for such year for Parent and its consolidated Subsidiaries prepared in
conformity with GAAP, with an opinion expressed by PricewaterhouseCoopers
LLP or other independent auditors of recognized standing selected by it and
(ii) Parent's unconsolidated balance sheet as at the close of such fiscal
year and statements of income, shareholders common equity and cash flows
for such year;
(b) within 60 days after the end of each of the first three quarters
in each fiscal year, a balance sheet as at the close of such quarterly
period and statements of income, shareowners' common equity and cash flows
for such quarterly period for (i) Parent and its consolidated Subsidiaries
prepared in conformity with GAAP, and (ii) Parent's unconsolidated balance
sheet as at the close of such quarterly period and statements of income,
shareowners' common equity and cash flow for such quarterly period;
(c) within 120 days after the end of each fiscal year, a copy of
Parent's Form 10-K Report to the SEC and within 60 days after the end of
each of the first three quarters in each fiscal year, a copy of Parent's
Form 10-Q Report to the SEC;
(d) from time to time, with reasonable promptness, such further
information regarding Parent's business, affairs and financial condition as
any Bank and the Fronting Bank may reasonably request; and
(e) upon acquiring knowledge of the existence of a Default or Event
of Default with respect to Finance Co. a certificate of a financial officer
of Parent and an officer of Finance Co. specifying: (i) the nature of such
Default or Event of Default, (ii) the period of the existence thereof, and
(iii) the actions that Parent and Finance Co. propose to take with respect
thereto.
The financial statements required to be furnished pursuant to clauses
(a) and (b) above shall be accompanied by a certificate of a principal financial
officer of Parent to the effect
<PAGE>
that no Default or Event of Default with respect to Finance Co. has occurred and
is continuing. The financial statements required to be furnished pursuant to
clause (a) above shall also be accompanied by a Compliance Certificate in the
form of Exhibit D-2 hereto ("Parent Compliance Certificate") demonstrating
compliance with (S) 5.5B.
5.2B Mergers. (i) (1) Parent will not merge or consolidate with any
--------
Person if Parent is not the survivor unless (a) the survivor assumes Parent's
obligations hereunder, (b) substantially all of the consolidated assets and
consolidated revenues of the survivor are anticipated to come from a utility or
energy business or utility or energy businesses and (c) the senior unsecured
debt ratings of the survivor by Moody's or S&P, as available (or if the ratings
of Moody's and S&P are not available, of such other rating agency as shall be
acceptable to the Required Banks), are at least equal to the ratings of
Resource's senior unsecured debt immediately prior to such merger or
consolidation; (2) Parent will not dispose of any common stock of either
Borrower or any securities convertible into common stock of either Borrower,
except in connection with any merger or consolidation permitted under this (S)
5.2B or under (S) 5.2A, and except that Parent shall be allowed to sell,
transfer or otherwise dispose of PPL's common stock to PPL or any Subsidiary of
Parent.
(ii) Finance Co. will not merge into or consolidate with any other
Person except (a) Parent or a successor of Parent permitted by this Section or
(b) any other Person which is a wholly owned subsidiary of Parent or a successor
of Parent permitted by this Section.
5.3B Ratings. Finance Co. and Parent will each use their best
--------
efforts to promptly notify the Banks upon obtaining knowledge of any change in,
or cessation of, ratings of Parent's senior unsecured debt by Moody's or S&P.
5.4B Liens. Parent will not create, incur, or suffer to exist any
------
Lien in or on the common stock of PPL or Finance Co. or on securities
convertible into the common stock of PPL or Finance Co. (in either case, now or
hereafter acquired) other than Permitted Liens.
5.5B Consolidated Indebtedness to Consolidated Capitalization. The
---------------------------------------------------------
ratio of Consolidated Indebtedness of Parent to Consolidated Capitalization of
Parent shall not exceed 70% at any time.
SECTION 6.A Events of Default with Respect to PPL.
--------------------------------------
Each of the following events shall constitute an "Event of Default"
with respect to PPL:
6.1A Representations, Etc. Any certificate furnished by PPL to the
---------------------
Banks and the Fronting Bank pursuant hereto shall prove to have been incorrect
in any material respect or any of the representations and warranties made by PPL
herein or in connection herewith shall prove to have been incorrect in any
material respect when made; or
6.2A Principal and Interest. PPL shall fail to make any payment of
-----------------------
principal on any of its Loans or any other payment payable by PPL hereunder
(including the reimbursement of any L/C Disbursement) when due or, in the case
of interest or fees, within 10 days of the due date thereof; or
6.3A Defaults by PPL Under Other Agreements. PPL shall (i) fail to
---------------------------------------
pay any principal or interest, regardless of amount, due in respect of any
Indebtedness in a principal amount in excess of $50,000,000 beyond any period of
grace provided with respect thereto, or (ii) fail to observe or perform any
other term, covenant, condition or agreement contained in any
<PAGE>
agreement or instrument evidencing or governing any such Indebtedness in a
principal amount in excess of $50,000,000 beyond any period of grace provided
with respect thereto if the effect of any failure referred to in this clause
(ii) is to cause, or to permit the holder or holders of such Indebtedness or a
trustee on its or their behalf to cause, such Indebtedness to become due prior
to its stated maturity; or
6.4A Judgments. PPL shall fail within 60 days to pay, bond or
----------
otherwise discharge any judgment or order for the payment of money in excess of
$25,000,000 that is not stayed on appeal or otherwise being appropriately
contested in good faith; or
6.5A Bankruptcy, Etc. PPL shall commence a voluntary case
----------------
concerning itself under Title 11 of the United States Code entitled "Bankruptcy"
as now or hereafter in effect or any successor thereto (the "Bankruptcy Code");
or an involuntary case shall be commenced against PPL or such case shall be
controverted but shall not be dismissed within 60 days after the commencement of
the case; or PPL shall not generally be paying its debts as they become due; or
a custodian (as defined in the Bankruptcy Code) shall be appointed for, or shall
take charge of, all or substantially all of the property of PPL or PPL shall
commence any other proceeding under any reorganization, arrangement,
readjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating
to PPL or there shall be commenced against PPL any such proceeding which remains
undismissed for a period of 60 days or PPL shall be adjudicated insolvent or
bankrupt; or PPL shall fail to controvert in a timely manner any such case under
the Bankruptcy Code or any such proceeding, or any order of relief or other
order approving any such case or proceeding shall be entered; or PPL by any act
or failure to act shall indicate its consent to, approval of or acquiescence in
any such case or proceeding or in the appointment of any custodian or the like
for it or any substantial part of its property or shall suffer any such
appointment to continue undischarged or unstayed for a period of 60 days; or PPL
shall make a general assignment for the benefit of creditors; or any corporate
action shall be taken by PPL for the purpose of effecting any of the foregoing;
or
6.6A Other Covenants. PPL shall fail to perform or observe any
----------------
other term, covenant or agreement contained in this Agreement on its part to be
performed or observed and any such failure shall remain unremedied for a period
of 30 days after written notice thereof shall have been received by PPL from the
Agent or the Required Banks.
SECTION 6.B Events of Default with Respect to Finance Co.
---------------------------------------------
Each of the following events shall constitute an "Event of Default"
with respect to Finance Co.:
6.1B Representations, Etc. Any certificate furnished by Finance Co.
---------------------
or Parent to the Banks and the Fronting Bank pursuant hereto shall prove to have
been incorrect in any material respect or any of the representations and
warranties made by Finance Co. or Parent herein or in connection herewith shall
prove to have been incorrect in any material respect when made; or
6.2B Principal and Interest. Either Finance Co. or Parent shall fail
-----------------------
to make any payment of principal on any Loan to Finance Co. or any other payment
payable by Finance Co. or Parent hereunder (including the reimbursement of any
L/C Disbursement) when due or, in the case of interest or fees, within 10 days
of the due date thereof; or
6.3B Defaults by Finance Co. or Parent Under Other Agreements.
--------------------------------------------------------
Finance Co. or Parent shall (i) fail to pay any principal or interest,
regardless of amount, due in respect of any
<PAGE>
Indebtedness in a principal amount in excess of $40,000,000, in the case of
Indebtedness of Parent or Indebtedness of Finance Co. guaranteed by Parent or,
in the case of Indebtedness of Finance Co. not guaranteed by Parent,
$10,000,000, if such failure shall continue beyond any period of grace provided
with respect thereto, or (ii) fail to observe or perform any other term,
covenant, condition or agreement contained in any agreement or instrument
(including any term, covenant, condition or agreement herein) evidencing or
governing any such Indebtedness in a principal amount in excess of, in the case
of Indebtedness of Parent or Indebtedness of Finance Co. guaranteed by Parent,
$40,000,000 or, in the case of Indebtedness of Finance Co. not guaranteed by
Parent, $10,000,000, if such failure shall continue beyond any period of grace
provided with respect thereto if the effect of any failure referred to in this
clause (ii) is to cause, or to permit the holder or holders of such Indebtedness
or a trustee on its or their behalf to cause, such Indebtedness to become due
prior to its stated maturity; or
6.4B Judgments. Finance Co. or Parent shall fail within 60 days to
----------
pay, bond or otherwise discharge any judgment or order for the payment of money
in excess of $25,000,000 that is not stayed on appeal or otherwise being
appropriately contested in good faith; or
6.5B Bankruptcy, Etc. Finance Co. or Parent shall commence a
----------------
voluntary case concerning itself under the Bankruptcy Code; or an involuntary
case shall be commenced against Finance Co. or Parent or such case shall be
controverted but shall not be dismissed within 60 days after the commencement of
the case; or Finance Co. or Parent shall not generally be paying its debts as
they become due; or a custodian (as defined in the Bankruptcy Code) shall be
appointed for, or shall take charge of, all or substantially all of the property
of Finance Co. or Parent or Finance Co. or Parent shall commence any other
proceeding under any reorganization, arrangement, readjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Finance Co. or
Parent or there shall be commenced against Finance Co. or Parent any such
proceeding which remains undismissed for a period of 60 days or Finance Co. or
Parent shall be adjudicated insolvent or bankrupt; or Finance Co. or Parent
shall fail to controvert in a timely manner any such case under the Bankruptcy
Code or any such proceeding, or any order of relief or other order approving any
such case or proceeding shall be entered; or Finance Co. or Parent by any act or
failure to act shall indicate its consent to, approval of or acquiescence in any
such case or proceeding or in the appointment of any custodian or the like for
it or any substantial part of its property or shall suffer any such appointment
to continue undischarged or unstayed for a period of 60 days; Finance Co. or
Parent shall make a general assignment for the benefit of creditors; or any
corporate action shall be taken by Finance Co. or Parent for the purpose of
effecting any of the foregoing; or
6.6B Other Covenants. Finance Co. or Parent shall fail to perform
----------------
or observe any other term, covenant or agreement contained in this Agreement on
its part to be performed or observed and any such failure shall remain
unremedied for a period of 30 days after written notice thereof shall have been
received by Finance Co. or Parent, as the case may be, from the Agent or the
Required Banks; or
6.7B Events of Default with Respect to PPL. An Event of Default
--------------------------------------
shall occur with respect to PPL.
If any Event of Default with respect to PPL as specified in
Section 6A shall then be continuing, then either or both of the following
actions may be taken: (i) the Agent, at the direction of the Required Banks,
shall by written notice to PPL, declare the principal of and accrued interest in
respect of all of PPL's outstanding Loans to be, whereupon the same and all
other amounts due from PPL hereunder shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly
<PAGE>
waived by PPL, anything contained herein to the contrary notwithstanding, and
(ii) the Agent, at the direction of the Required Banks, shall by written notice
to PPL, declare the Total Commitment as to PPL terminated, whereupon the
Commitment of each Bank (insofar as it is available to PPL) and the obligation
of each Bank to make its Loans hereunder to PPL and the obligation of the
Fronting Back to issue Letters of Credit for the account of PPL hereunder shall
terminate immediately and any accrued Commitment Fee owed by PPL shall forthwith
become due and payable without any other notice of any kind; provided that if an
Event of Default described in (S) 6.5A shall occur with respect to PPL, the
results which would otherwise occur only upon the giving of written notice by
the Agent to PPL as specified in clauses (i) and (ii) above shall occur
automatically without the giving of any such notice and without any instruction
by the Required Banks to give such notice.
If any Event of Default with respect to Finance Co. as specified in
Section 6B shall then be continuing, then either or both of the following
actions may be taken: (i) the Agent, at the direction of the Required Banks,
shall by written notice to Parent and Finance Co., declare the principal of and
accrued interest in respect of all of Finance Co.'s outstanding Loans to be,
whereupon the same and all other amounts due from Parent or Finance Co.
hereunder shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
Parent and Finance Co., anything contained herein to the contrary
notwithstanding, and (ii) the Agent, at the direction of the Required Banks,
shall, by written notice to Parent and Finance Co., declare the Total Commitment
as to Finance Co. terminated (insofar as it is available to Finance Co.),
whereupon the Commitment of each Bank and the obligation of each Bank to make
its Loans to Finance Co. hereunder and the obligations of the Fronting Bank to
issue Letters of Credit for the account of Finance Co. shall terminate
immediately and any accrued Commitment Fee owed by Finance Co. shall forthwith
become due and payable without any other notice of any kind; provided that if an
Event of Default described in (S) 6.5B shall occur with respect to Finance Co.,
the results which would otherwise occur only upon the giving of written notice
by the Agent to Finance Co. as specified in clauses (i) and (ii) above shall
occur automatically without the giving of any such notice and without any
instruction by the Required Banks to give such notice.
SECTION 7.A Representations and Warranties of PPL.
-------------------------------------
In order to induce the Banks and the Fronting Bank to enter into this
Agreement and to make the Loans to PPL and issue the Letters of Credit for the
account of PPL, in each case, as provided for herein, PPL makes the following
representations and warranties to the Banks and the Fronting Bank:
7.1A Corporate Status. It is duly incorporated, validly existing and
----------------
in good standing under the laws of the Commonwealth of Pennsylvania, and has the
corporate power to make and perform this Agreement and to borrow hereunder.
7.2A Authority; No Conflict. The making and performance by it of
----------------------
this Agreement have been duly authorized by all necessary corporate action and
do not and will not violate any provision of law or regulation, or any decree,
order, writ or judgment, or any provision of its charter or by-laws, or result
in the breach of or constitute a default under any indenture or other agreement
or instrument to which it is a party, provided that borrowings hereunder have
been authorized under a Letter Order (the "Existing FERC Order") of the Federal
Energy Regulatory Commission ("FERC"), dated February 18, 1999, which expires on
February 28, 2001. PPL acknowledges and agrees that a new order from the FERC
will be required after such date in order for PPL to continue to make borrowings
and otherwise incur obligations hereunder.
<PAGE>
7.3A Legality, Etc. This Agreement constitutes the legal, valid and
--------------
binding obligation of PPL, enforceable in accordance with its terms except to
the extent limited by bankruptcy, insolvency or reorganization laws or by other
laws relating to or affecting the enforceability of creditors' rights generally
and by general equitable principles which may limit the right to obtain
equitable remedies.
7.4A Financial Statements. The consolidated financial statements of
--------------------
PPL and its consolidated Subsidiaries for the year ended as at December 31,
1999, furnished to the Banks, fairly present its consolidated financial position
at December 31, 1999 and the results of its consolidated operations for the year
then ended and were prepared in accordance with GAAP. Since that date there has
been no adverse change in the business, assets, financial condition or
operations of PPL that would materially and adversely affect the ability of PPL
to perform any of its obligations hereunder.
7.5A Litigation. Except as disclosed in or contemplated by PPL's
----------
Form 10-K Report to the SEC for the year ended December 31, 1999 or in any
subsequent Form 10-Q Report or otherwise furnished in writing to the Banks, no
litigation, arbitration or administrative proceeding is pending or, to its
knowledge, threatened, which, if determined adversely to PPL, would materially
and adversely affect its ability to perform any of its obligations under this
Agreement. There is no litigation, arbitration or administrative proceeding
pending or, to the knowledge of PPL, threatened which questions the validity of
this Agreement.
7.6A No Violation. No part of the proceeds of the borrowings by PPL
------------
under this Agreement or of any Letter of Credit issued for its account will be
used, directly or indirectly by PPL for the purpose of purchasing or carrying
any "margin stock" within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System, or for any other purpose which violates, or which
conflicts with, the provisions of Regulation U or X of said Board of Governors.
PPL is not engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any such
"margin stock."
7.7A ERISA. There have not been any "reportable events," as that
-----
term is defined in Section 4043 of the Employee Retirement Income Security Act
of 1974, as amended, which would result in a material liability to PPL.
7.8A Consents. No authorization, consent or approval from
--------
governmental bodies or regulatory authorities is required for the making and
performance by PPL of this Agreement, except such authorizations, consents and
approvals as have been obtained prior to the making of any Loans or the issuance
of any Letters of Credit and are in full force and effect at the time of the
making of each Loan and the issuance of each Letter of Credit.
7.9A Intentionally Omitted.
---------------------
7.10A Investment Company Act. PPL is not an "investment company"
----------------------
that is required to be registered under the Investment Company Act of 1940, as
amended, in order not to be subject to the prohibitions of Section 7 of such
Act.
7.11A Public Utility Holding Company Act. PPL is not a "holding
----------------------------------
company" within the meaning of the Public Utility Holding Company Act of 1935,
as amended.
7.12A Tax Returns. PPL has filed or caused to be filed all Federal,
-----------
state, local and foreign tax returns or materials required to have been filed by
it and has paid or caused to be paid all taxes due and payable by it and all
assessments received by it, except taxes that are being
<PAGE>
contested in good faith by appropriate proceedings and for which PPL shall have
set aside on its books appropriate reserves with respect thereto in accordance
with GAAP.
7.13A Compliance with Laws. PPL is in compliance with all laws,
--------------------
regulations and orders of any governmental authority except to the extent (A)
such compliance is being contested in good faith by appropriate proceedings or
(B) non-compliance would not reasonably be expected to materially and adversely
affect its ability to perform any of its obligations hereunder.
SECTION 7.B Representations and Warranties of Finance Co. and Parent.
--------------------------------------------------------
In order to induce the Banks and the Fronting Bank to enter into this
Agreement and to make the Loans to Finance Co. and issue the Letters of Credit
for the account of Finance Co., in each case as provided for herein, each of
Finance Co. and Parent makes the following representations and warranties to the
Banks and the Fronting Bank:
7.1B Corporate Status. Parent is duly incorporated, validly existing
----------------
and in good standing under the laws of the Commonwealth of Pennsylvania, and has
the corporate power to make and perform this Agreement, and Finance Co. is duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, and has the corporate power to make and perform this Agreement and
to borrow hereunder.
7.2B Authority; No Conflict. The making and performance by Parent
----------------------
and Finance Co. of this Agreement have been duly authorized by all necessary
corporate action and do not and will not violate any provision of law or
regulation, or any decree, order, writ or judgment, or any provision of its
charter or by-laws, or result in the breach of or constitute a default under any
indenture or other agreement or instrument to which Parent or Finance Co., as
the case may be, is a party.
7.3B Legality, Etc. This Agreement constitutes the legal, valid and
--------------
binding obligation of each of Parent and Finance Co., enforceable against Parent
or Finance Co., as the case may be, in accordance with its terms except to the
extent limited by bankruptcy, insolvency or reorganization laws or by other laws
relating to or affecting the enforceability of creditors' rights generally and
by general equitable principles which may limit the right to obtain equitable
remedies.
7.4B Financial Statements. The consolidated financial statements of
--------------------
Parent for the year ended as at December 31, 1999, furnished to the Banks,
fairly present Parent's consolidated financial position at December 31, 1999 and
the results of its consolidated operations for the year then ended and were
prepared in accordance with GAAP. Since that date there has been no adverse
change in the business, assets, financial condition or operations of Parent that
would materially and adversely affect its ability to perform any of its
obligations hereunder.
7.5B Litigation. Except as disclosed in or contemplated by Parent's
----------
Form 10-K Report to the SEC for the year ended December 31, 1999, or in any
subsequent Form 10-Q Report or otherwise furnished in writing to the Banks, no
litigation, arbitration or administrative proceeding against Parent or Finance
Co. is pending or, to Parent's knowledge, threatened, which, if determined
adversely, would materially and adversely affect the ability of Parent to
perform any of its obligations under this Agreement. There is no litigation,
arbitration or administrative proceeding pending or, to the knowledge of Parent,
threatened which questions the validity of this Agreement.
<PAGE>
7.6B No Violation. No part of the proceeds of the borrowings by
------------
Finance Co. under this Agreement or of any Letter of Credit issued for its
account will be used, directly or indirectly by Finance Co. or any Subsidiary of
Parent for the purpose of purchasing or carrying any "margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System,
or for any other purpose which violates, or which conflicts with, the provisions
of Regulation U or X of said Board of Governors. Neither Parent nor Finance Co.
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying any such "margin
stock."
7.7B ERISA. There have not been any "reportable events," as that
-----
term is defined in Section 4043 of the Employee Retirement Income Security Act
of 1974, as amended, which would result in a material liability to Parent.
7.8B Consents. No authorization, consent or approval from
--------
governmental bodies or regulatory authorities is required for the making and
performance by Resource or Finance Co. of this Agreement, except such
authorizations, consents and approvals as have been obtained prior to the making
of any Loans or the issuance of any Letters of Credit and are in full force and
effect at the time of the making of each Loan and the issuance of each Letter of
Credit.
7.9B Investment Company Act. Neither Parent nor Finance Co. is an
----------------------
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended, in order not to be subject to the prohibitions
of Section 7 of such Act.
7.10B Public Utility Holding Company Act. Parent is a "holding
----------------------------------
company" within the meaning of the Public Utility Holding Company Act of 1935,
as amended, but is exempt from such Act (except for the provisions of Section
9(a)(2) thereof) by virtue of an order of the SEC pursuant to Section 3(a)(1)
thereof. Finance Co. is not a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended.
7.11B Tax Returns. Parent and Finance Co. have filed or caused to be
-----------
filed all Federal, state, local and foreign tax returns or materials required to
have been filed by it and has paid or caused to be paid all taxes due and
payable by it and all assessments received by it, except taxes that are being
contested in good faith by appropriate proceedings and for which Parent shall
have set aside on its books appropriate reserves with respect thereto in
accordance with GAAP.
7.12B Compliance with Laws. Each of Parent and Finance Co. is in
--------------------
compliance with all laws, regulations and orders of any governmental authority
except to the extent (A) such compliance is being contested in good faith by
appropriate proceedings or (B) non-compliance would not reasonably be expected
to materially and adversely affect its ability to perform any of its obligations
hereunder.
SECTION 8. Agent.
-----
8.1 Appointment. The Banks hereby appoint First Union National
-----------
Bank as Agent (such term to include Agent acting as Agent) to act as herein
specified. Each Bank and the Fronting Bank hereby irrevocably authorizes, and
each assignee of any Bank or the Fronting Bank shall be deemed irrevocably to
authorize, the Agent to take such action on their behalf under the provisions of
this Agreement and any instruments, documents and agreements referred to herein
(such instruments, documents and agreements being herein referred to as the
"Loan Documents") and to exercise such powers hereunder and thereunder as are
specifically delegated to the Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Agent may perform any of
its duties hereunder, or under the Loan Documents, by
<PAGE>
or through its agents or employees.
8.2 Nature of Duties. The duties of the Agent shall be mechanical
----------------
and administrative in nature. The Agent shall not have by reason of this
Agreement a fiduciary relationship in respect of any Bank or of the Fronting
Bank. Nothing in this Agreement or any of the Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any
obligations in respect of this Agreement or any of the Loan Documents except as
expressly set forth herein. Each Bank and the Fronting Bank shall make its own
independent investigation of the financial condition and affairs of PPL, Finance
Co. and Parent and each of their Subsidiaries in connection with the making and
the continuance of the Loans and the issuance of Letters of Credit hereunder and
shall make its own appraisal of the creditworthiness of PPL, Parent and Finance
Co.; and the Agent shall have no duty or responsibility, either initially or on
a continuing basis, to provide any Bank or the Fronting Bank with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or the issuance of Letters of Credit or at any
time or times thereafter. The Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Agent shall not be responsible to any Bank or the Fronting Bank
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care except to the extent otherwise required by (S) 8.3.
8.3 Rights, Exculpation, Etc. Neither the Agent nor any of its
-------------------------
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
liable to any Bank or to the Fronting Bank for any action taken or omitted by it
hereunder or under any of the Loan Documents, or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct.
The Agent shall not be responsible to any Bank or to the Fronting Bank for any
recitals, statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility, or
sufficiency of this Agreement or any of the Loan Documents or the financial
condition of PPL, Finance Co. or Parent. The Agent shall not be required to make
any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any of the Loan Documents or the
financial condition of PPL, Finance Co. or Parent, or the existence or possible
existence of any Default or Event of Default. The Agent may at any time request
instructions from the Banks with respect to any actions or approvals which by
the terms of this Agreement or any of the Loan Documents the Agent is permitted
or required to take or to grant, and if such instructions are requested, the
Agent shall be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability whatsoever to any
Person for refraining from any action or withholding any approval under this
Agreement or any of the Loan Documents until it shall have received such
instructions from the Required Banks or all Banks, as required. Without limiting
the foregoing, no Bank shall have any right of action whatsoever against the
Agent as a result of the Agent acting or refraining from acting hereunder or
under any of the Loan Documents in accordance with the instructions of the
Required Banks or all Banks, as required.
8.4 Reliance. The Agent shall be entitled to rely upon any written
--------
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all legal matters pertaining to this
Agreement or any of the Loan Documents and its duties hereunder or thereunder,
upon advice of counsel selected by it.
8.5 Indemnification. To the extent that the Agent is not reimbursed
---------------
and indemnified by PPL, Parent or Finance Co., the Banks will reimburse and
indemnify the Agent for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments,
<PAGE>
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Agent, acting pursuant
hereto, in any way relating to or arising out of this Agreement or any of the
Loan Documents or any action taken or omitted by the Agent under this Agreement
or any of the Loan Documents, in proportion to their respective Commitments
hereunder; provided, however, that no Bank shall be liable for any portion of
-------- -------
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent's gross
negligence or wilful misconduct. The obligations of the Banks under this (S) 8.5
shall survive the payment in full of outstanding Loans, the expiration of any
Letter of Credit and the termination of this Agreement.
8.6 The Agent, Individually. With respect to its Commitment
-----------------------
hereunder and the Loans made by it, the Agent shall have and may exercise the
same rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Bank. The terms
"Banks," "Required Banks" or any similar terms shall, unless the context clearly
otherwise indicates, include the Agent in its individual capacity as a Bank or
one of the Required Banks. The Agent may accept deposits from, lend money to,
and generally engage in any kind of banking, trust or other business with PPL,
Finance Co. or Parent as if it were not acting pursuant hereto.
8.7 Resignation by the Agent. The Agent may resign from the
------------------------
performance of all its functions and duties hereunder at any time by giving 30
Business Days' prior written notice to each Borrower, Parent and the Banks.
Such resignation shall take effect upon the expiration of such 30 Business Day
period or upon the earlier appointment of a successor. Upon any such
resignation, the Required Banks shall appoint a successor Agent who shall be
satisfactory to the Borrowers and Parent and shall be an incorporated bank or
trust company. In the event no such successor shall have been so appointed,
then any notification, demand or other communication required or permitted to be
given by the Agent on behalf of the Banks to the Borrowers hereunder shall be
sufficiently given if given by the Required Banks, and any notification, demand,
other communication, document, statement, other paper or payment required to be
made, given or furnished by PPL, Finance Co. or Parent to the Agent for
distribution to the Banks shall be sufficiently made, given or furnished if
made, given or furnished by PPL, Finance Co. or Parent, as applicable, directly
to each Bank entitled thereto and, in the case of payments, in the amount to
which each such Bank is entitled from the applicable Borrower. All powers
specifically delegated to the Agent by the terms hereof may be exercised by the
Required Banks.
SECTION 9. Parent Guarantee.
----------------
In order to induce the Banks to extend credit hereunder to Finance
Co., Parent hereby irrevocably and unconditionally guarantees, as primary
obligor and not merely as a surety, the Finance Co. Obligations. Parent further
agrees that the due and punctual payment of the Finance Co. Obligations may be
extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its Guarantee hereunder
notwithstanding any such extension or renewal of any Finance Co. Obligation.
Parent waives presentment to, demand of payment from and protest to
Finance Co. of any of the Finance Co. Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The
obligations of Parent hereunder shall not be affected by (a) the failure of any
Bank or the Agent to assert any claim or demand or to enforce any right or
remedy against Finance Co. under the provisions of this Agreement or otherwise,
(b) change or increase in the amount of any of the Finance Co. Obligations,
whether or not consented to by Parent, or (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Agreement or any other
agreement.
<PAGE>
Parent further agrees that its agreement hereunder constitutes a
promise of payment when due (whether or not any bankruptcy or similar proceeding
shall have stayed the accrual or collection of any of the Finance Co.
Obligations or operated as a discharge thereof) and not merely of collection,
and waives any right to require that any resort be had by any Bank to any
balance of any deposit account or credit on the books of any Bank in favor of
any other person.
The obligations of Parent hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Finance Co. Obligations, any impossibility in the performance of the Finance Co.
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of Parent hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Agent or any Bank to assert any claim or demand
or to enforce any remedy under this Agreement or any other agreement, by any
waiver or modification in respect of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the Finance Co. Obligations,
or by any other act or omission which may or might in any manner or to any
extent vary the risk of Parent or otherwise operate as a discharge of Parent or
Finance Co. as a matter of law or equity.
Parent further agrees that its obligations hereunder shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Finance Co. Obligation is rescinded or must otherwise
be restored by the Agent or any Bank upon the bankruptcy or reorganization of
Finance Co or otherwise.
In furtherance of the foregoing and not in limitation of any other
right which the Agent or any Bank may have at law or in equity against Parent by
virtue hereof, upon the failure of Finance Co. to pay any Finance Co. Obligation
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, Parent hereby promises to and will,
upon receipt of written demand by the Agent, forthwith pay, or cause to be paid,
in cash the amount of such unpaid Finance Co. Obligation.
Upon payment by Parent of any Finance Co. Obligation, each Bank shall,
in a reasonable manner, assign the amount of such Finance Co. Obligation owed to
it and so paid to Parent, such assignment to be pro tanto to the extent to which
--- -----
the Finance Co. Obligation in question was discharged by Parent, or make such
disposition thereof as Parent shall direct (all without recourse to any Bank and
without any representation or warranty by any Bank).
Upon payment by Parent of any sums as provided above, all rights of
Parent against Finance Co. arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be subordinate and junior in
right of payment to the prior indefeasible payment in full of all the Finance
Co. Obligations owed by Finance Co. to the Banks.
SECTION 10. Miscellaneous.
-------------
10.1 Definitions. As used herein the following terms shall have the
-----------
meanings herein specified and shall include in the singular number the plural
and in the plural number the singular:
"Affected Bank" shall have the meaning assigned that term in (S)
-------------
2.5(c).
"Agent" shall mean First Union National Bank and shall include (i) any
-----
<PAGE>
successor corporation thereto by merger, consolidation or otherwise and (ii) any
successor to the Agent appointed pursuant to (S) 8.7.
"Aggregate Credit Exposure" shall mean the aggregate amount of the
-------------------------
Banks' Credit Exposures.
"Agreement" shall mean this Revolving Credit Agreement, as it may from
---------
time to time be amended, supplemented or otherwise modified.
"Applicable Commitment Fee Percentage" shall mean for the Borrowers,
------------------------------------
the percentage specified as such in the table in the definition of "Applicable
Rate" opposite the highest rating category in which PPL's First Mortgage Bonds
are assigned a rating by either of Moody's or S&P.
"Applicable Eurodollar Margin" shall mean (i) for PPL, the margin
----------------------------
specified as such in the table in the definition of "Applicable Rate" opposite
the highest rating category in which PPL's First Mortgage Bonds are assigned
ratings by either of Moody's or S&P or (ii) for Finance Co., the margin
specified as such in the table in the definition of "Applicable Rate" opposite
the highest rating category in which Parent's senior unsecured debt is assigned
ratings by either of Moody's or S&P.
"Applicable Lending Office" shall mean, with respect to each Bank, (i)
-------------------------
such Bank's Base Rate Lending Office in the case of a Base Rate Loan and (ii)
such Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Loan.
"Applicable Percentage" of any Bank at any time shall mean the
---------------------
percentage of the Total Commitment represented by such Bank's Commitment. In
the event the Commitments shall have expired or been terminated, the Applicable
Percentages shall be determined on the basis of the Commitments most recently in
effect, but giving effect to assignments pursuant to (S) 10.6.
<PAGE>
"Applicable Rate" shall mean and include the Applicable Commitment Fee
---------------
Percentage for undrawn Commitments or Applicable Eurodollar Margin for any Loans
or issued Letters of Credit and at any time will be determined based on the
highest applicable Category set forth below (the highest category being Category
A).
<TABLE>
<CAPTION>
============================================================================
Criteria Ratings Applicable Applicable
(S&P/Moody's) Commitment Fee Eurodollar
Percentage Margin
============================================================================
<S> <C> <C> <C>
Category A: A- or better/ .080% .400%
A3 or better
============================================================================
Category B: BBB+/Baa1 .100% .450%
============================================================================
Category C: BBB/Baa2 .125% .500%
============================================================================
BBB-/Baa3 .150% .600%
Category D:
============================================================================
Category E: BB+ or below/ .200% .750%
Ba1 or below
============================================================================
</TABLE>
"Applicable Utilization Fee" shall mean on any day (i) for PPL, the
--------------------------
applicable percentage specified as such in the table set forth below
corresponding to (a) the percentage of the Total Commitments represented by the
aggregate outstanding Loans and L/C Exposures on such day and (b) the highest
rating category in which PPL's First Mortgage Bonds are assigned ratings by
either of Moody's or S&P or (ii) for Finance Co., the applicable percentage
specified as such in the table set forth below corresponding to (a) the
percentage of the Total Commitments represented by the aggregate outstanding
Loans and L/C Exposures on such day and (b) the highest rating category in which
Parent's senior unsecured debt is assigned ratings by either of Moody's or S&P:
<PAGE>
<TABLE>
<CAPTION>
============================================================================================
Ratings Usage * 25% and (Pounds) Usage * 75% of Total
(S&P/Moody's) 75% of Total Commitments Commitments
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category A A- or better/ .100% .200%
A3 or better
--------------------------------------------------------------------------------------------
Category B BBB+ / Baa1 .125% .250%
--------------------------------------------------------------------------------------------
Category C BBB / Baa2 .150% .300%
--------------------------------------------------------------------------------------------
Category D BBB- / Baa3 .250% .500%
--------------------------------------------------------------------------------------------
Category E BB+ or below/ .250% .500%
Ba1 or below
============================================================================================
</TABLE>
* = greater than
"Bank" shall mean each Person listed on Schedule I hereto and any
----
other Person that shall have become a party hereto as a result of an
assignment pursuant to Section 10.6(b)(A) hereto, other than any such
Person that ceases to be a party hereto as a result of an assignment
pursuant to Section 10.6(b)(A) hereto.
"Bankruptcy Code" shall have the meaning assigned that term in
---------------
(S) 6.5A.
"Base Rate" shall mean, for any day, a rate per annum equal to
---------
the higher of (i) the Prime Rate and (ii) 1/2 of 1% plus the Federal
Funds Rate, each as in effect from time to time.
"Base Rate Lending Office" means, with respect to each Bank, the
------------------------
office of such Bank specified as its "Base Rate Lending Office" on the
signature pages to the Agreement or such other office of such Bank as
such Bank may from time to time specify as such to the Borrowers and
the Agent.
"Base Rate Loan" shall mean any Loan during any period during
--------------
which such Loan is bearing interest at the rates provided for in (S)
2.1(a).
"Borrower" shall mean either PPL or Finance Co. and "Borrowers"
-------- ---------
shall mean PPL and Finance Co.
"Borrowing" shall mean the incurrence of one Type of Loan to a
---------
Borrower from all the Banks on a given date, all of which Eurodollar Loans
shall have the same Interest Period, pursuant to (S) 1.2; provided,
--------
however, that Loans to a Borrower of a different Type extended by
-------
<PAGE>
one or more Banks pursuant to (S) 2.5(b) shall be considered a part of the
related Borrowing.
"Business Day" shall mean (i) for all purposes other than as covered
------------
by clause (ii) below, any day excluding Saturday, Sunday and any day on which
banks in New York City are authorized by law or other governmental actions to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) and which is also a day for trading by
and between banks in U.S. dollar deposits in the London interbank Eurodollar
market.
"Capital Lease Obligations" of any person shall mean obligations of
-------------------------
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.
"Closing Date" shall mean the date of this Agreement.
------------
"Commitment", for each Bank, shall mean the amount specified opposite
----------
its name on Schedule I hereto or in the assignment pursuant to which such Bank
shall have assumed its Commitment, as applicable, such Commitment to be reduced
by the amount of any reduction thereto effected pursuant to (S) 1.7, (S) 6
and/or (S) 10.6(b)(A).
"Commitment Fee" shall have the meaning assigned that term in (S)
--------------
1.6(a).
"Consolidated Capitalization of PPL" shall mean the sum of (A) the
----------------------------------
Consolidated Indebtedness of PPL and (B)(i) the consolidated shareowners' equity
(determined in accordance with GAAP) of the common, preference and preferred
stockholders of PPL and (ii) the aggregate amount of Hybrid Preferred Securities
of PPL, except that for purposes of calculating Consolidated Capitalization of
PPL, Consolidated Indebtedness of PPL shall exclude Non-Recourse Indebtedness of
PPL and Consolidated Capitalization of PPL shall exclude that portion of
shareholder equity attributable to assets securing Non-Recourse Indebtedness of
PPL.
"Consolidated Capitalization of Parent" shall mean the sum of (A) the
-------------------------------------
Consolidated Indebtedness of Parent and (B)(i) the consolidated shareowners'
equity (determined in accordance with GAAP) of the common, preference and
preferred stockholders of Parent and (ii) the aggregate amount of Hybrid
Preferred Securities of Parent, except that for purposes of calculating
Consolidated Capitalization of Parent, Consolidated Indebtedness of Parent shall
exclude Non-Recourse Indebtedness of Parent and Consolidated Capitalization of
Parent shall exclude that portion of shareholder equity attributable to assets
securing Non-Recourse Indebtedness of Parent.
"Consolidated Indebtedness of PPL" shall mean the consolidated
--------------------------------
Indebtedness of PPL (determined in accordance with GAAP), except that for
purposes of this definition (1) Consolidated Indebtedness of PPL shall exclude
Non-Recourse Indebtedness of PPL and (2) Consolidated Indebtedness of PPL shall
exclude any Hybrid Preferred Securities of PPL.
"Consolidated Indebtedness of Parent" shall mean the consolidated
-----------------------------------
Indebtedness of Parent (determined in accordance with GAAP), except that for
purposes of this definition (1) Consolidated Indebtedness of Parent shall
exclude Non-Recourse Indebtedness of Parent and (2) Consolidated Indebtedness of
Parent shall exclude any Hybrid Preferred Securities of Parent.
<PAGE>
"Credit Exposure", for each Bank at any time, shall mean the aggregate
---------------
principal amount at such time of all outstanding Loans of such Bank to the
Borrowers plus the aggregate amount at such time of such Bank's L/C Exposure.
----
"Default" with respect to a Borrower, shall mean any event, act or
-------
condition which with notice or lapse of time or both would constitute an Event
of Default with respect to that Borrower.
"Eligible Transferee" shall mean and include a commercial bank,
-------------------
financial institution or other "accredited investor" (as defined in SEC
Regulation D).
"Eurodollar Lending Office" shall mean, with respect to each Bank, the
-------------------------
office of such Bank specified as its "Eurodollar Lending Office" on the
signature pages to the Agreement or such other office of such Bank as such Bank
may from time to time specify as such to the Borrowers and the Agent.
"Eurodollar Loan" shall mean any loan during any period during which
---------------
such Loan is bearing interest at the rates provided for in (S) 2.1(b).
"Event of Default" shall mean with respect to PPL each of the Events
----------------
of Default specified in (S) 6A and with respect to Finance Co., each of the
Events of Default specified in (S) 6B.
"Existing Credit Agreement" shall have the meaning assigned to such
-------------------------
term in the preamble hereof.
"Expiry Date" shall mean the date 364 days from the date hereof
-----------
subject to extension pursuant to Section 2.6.
"Extension Letter" shall mean a letter from the Borrowers requesting
----------------
an extension of the Expiry Date substantially in the form of Exhibit C hereto.
"Federal Funds Rate" shall mean for any day, a fluctuating interest
------------------
rate equal for each day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the Federal Reserve
System arranged by Federal Funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by the Agent.
"Finance Co." shall have the meaning assigned that term in the first
-----------
paragraph of this Agreement.
"Finance Co. Obligations" shall mean all obligations of Finance Co.
-----------------------
under this Agreement to pay (i) the principal of and interest on the Loans and
LC Disbursements when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise, and (ii) all other payment
obligations of Finance Co. hereunder.
"First Mortgage Bonds" shall mean the first mortgage bonds issued by
--------------------
PPL pursuant to its Mortgage and Deed of Trust dated as of October 1, 1945, as
supplemented.
<PAGE>
"GAAP" shall mean United States generally accepted accounting
----
principles applied on a consistent basis.
"Guarantee" of or by any person shall mean any obligation, contingent
---------
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
---------------
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance
or supply funds for the purchase of) any security for payment of such
Indebtedness, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment of such
Indebtedness or (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that the
-------- -------
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.
"Hybrid Preferred Securities of PPL" means (1) the preferred
----------------------------------
securities and subordinated debt described in the Prospectus dated as of April
3, 1997 of PP&L Capital Trust and PPL and the preferred securities and
subordinated debt described in the Prospectus dated as of June 9, 1997 of PP&L
Capital Trust II and PPL (collectively, the "Existing TOPrS") and (2) any
additional preferred securities and subordinated debt (with a maturity of at
least twenty years) similar to the Existing TOPrS and in an aggregate amount not
to exceed $100,000,000, issued by business trusts, limited liability companies,
limited partnerships (or similar entities) (i) all of the common equity, general
partner or similar interests of which are owned (either directly or indirectly
through one or more wholly-owned Subsidiaries) at all times by PPL, (ii) that
have been formed for the purpose of issuing hybrid preferred securities and
(iii) substantially all the assets of which consist of (A) subordinated debt of
PPL or a Subsidiary of PPL, as the case may be, and (B) payments made from time
to time on the subordinated debt.
"Hybrid Preferred Securities of Parent" means (1) the preferred
-------------------------------------
securities and subordinated debt described in the Prospectus dated as of April
3, 1997 of PP&L Capital Trust and PPL and the preferred securities and
subordinated debt described in the Prospectus dated as of June 9, 1997 of PP&L
Capital Trust II and PPL (collectively, the "Existing TOPrS") and (2) any
additional preferred securities and subordinated debt (with a maturity of at
least twenty years) similar to the Existing TOPrS and in an aggregate amount not
to exceed $100,000,000, issued by business trusts, limited liability companies,
limited partnerships (or similar entities) (i) all of the common equity, general
partner or similar interests of which are owned (either directly or indirectly
through one or more wholly-owned Subsidiaries) at all times by Parent or PPL,
(ii) that have been formed for the purpose of issuing hybrid preferred
securities and (iii) substantially all the assets of which consist of (A)
subordinated debt of Parent or a Subsidiary of Parent, as the case may be, and
(B) payments made from time to time on the subordinated debt.
"Indebtedness" of any person shall mean, without duplication, (a) all
------------
obligations of such person for borrowed money, (b) all obligations of such
person with respect to deposits or advances of any kind, (c) all obligations of
such person evidenced by bonds, debentures, notes or similar instruments, (d)
all obligations of such person under conditional sale or other title retention
agreements relating to property or assets purchased by such person, (e) all
obligations of such person issued or assumed as the deferred purchase price of
property or services (excluding any trade accounts payable and accrued
obligations incurred in the ordinary course of business), (f) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such person, whether or not the obligations secured thereby
have been assumed but shall not include any obligations that are without
recourse to such person, (g) all Guarantees by such person of Indebtedness of
others, (h) all Capital Lease Obligations of such person, (i) all
<PAGE>
obligations of such person in respect of Interest Rate Protection Agreements,
foreign currency exchange agreements or other interest or exchange rate hedging
arrangements (the amount of any such obligation to be the net amount that would
be payable upon the acceleration, termination or liquidation thereof) and (j)
all obligations of such person as an account party in respect of letters of
credit and bankers' acceptances.
"Interest Period" shall mean (a) as to any Eurodollar Loan, the
---------------
period commencing on the date of such Loan or on the last day of the most recent
Interest Period applicable thereto and ending on the numerically corresponding
day (or, if there is no numerically corresponding day, on the last day) in the
calendar month that is 1, 2, 3 or 6 months thereafter, as the applicable
Borrower may elect in a Notice of Borrowing or Notice of Conversion and (b) as
to any Base Rate Loan, the period commencing on the date of such Loan and ending
on the date 90 days thereafter or, if earlier, on the Expiry Date or the date of
prepayment of such Loan. If any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, provided that if any Interest Period applicable to a
--------
Borrowing of Eurodollar Loans would otherwise expire on a day which is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the next preceding
Business Day.
"Interest Rate Protection Agreement" shall mean any agreement
----------------------------------
providing for an interest rate swap, cap or collar, or for any other financial
arrangement designed to protect against fluctuations in interest rates.
"L/C Commitment" shall mean the commitment of the Fronting Bank to
--------------
issue Letters of Credit pursuant to (S) 1A.
"L/C Disbursement" shall mean a payment or disbursement made by the
----------------
Fronting Bank pursuant to a Letter of Credit.
"L/C Exposure" shall mean at any time the sum of (a) the aggregate
------------
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
----
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Bank at any time shall mean
its Applicable Percentage of the aggregate L/C Exposure at such time.
"L/C Participation Fee" shall have the meaning assigned to such term
---------------------
in (S) 1.6(b).
"Letter of Credit" shall mean any letter of credit issued pursuant to
----------------
(S) 1A.
"Lien" shall mean, with respect to any asset, (a) any mortgage, deed
----
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vender or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.
"Loan" shall have the meaning assigned that term in (S) 1.1.
----
"Loan Documents" shall have the meaning assigned that term in (S) 8.1.
--------------
"Moody's" shall mean Moody's Investors Service, Inc. or any successor
-------
thereto.
<PAGE>
"Non-Recourse Indebtedness of PPL" shall mean (a) indebtedness that is
--------------------------------
nonrecourse to PPL or any of its Subsidiaries and (b) any transition bonds
issued by PP&L Transition Bond Company LLC, a subsidiary of PPL, or any similar
special purpose company organized for the purpose of issuing bonds payable from
revenues associated with intangible transition property created under the
Pennsylvania Electricity Generation Customer Choice and Competition Act or other
assets of PP&L Transition Bond Company LLC or any such other special purpose
company, provided that (i) such bonds are nonrecourse to PPL or any of its
--------
subsidiaries (other than PP&L Transition Bond Company LLC or any such other
special purpose company) and (ii) the aggregate amount of such transition bonds
shall not exceed $2,850,000,000.
"Non-Recourse Indebtedness of Parent" shall mean (a) indebtedness that
-----------------------------------
is nonrecourse to Parent, either Borrower or any of PPL's Subsidiaries and (b)
any transition bonds issued by PP&L Transition Bond Company LLC, a subsidiary of
PPL, or any similar special purpose company organized for the purpose of issuing
bonds payable from revenues associated with intangible transition property
created under the Pennsylvania Electricity Generation Customer Choice and
Competition Act or other assets of PP&L Transition Bond Company LLC or any such
other special purpose company, provided that (i) such bonds are nonrecourse to
--------
PPL or any of its subsidiaries (other than PP&L Transition Bond Company LLC or
any such other special purpose company) and (ii) the aggregate amount of such
transition bonds shall not exceed $2,850,000,000.
"Notice of Borrowing" shall have the meaning assigned that term in (S)
-------------------
1.2.
"Notice of Conversion" shall have the meaning assigned that term in
--------------------
(S) 2.4(a).
"Parent" shall have the meaning assigned that term in the first
------
paragraph of this Agreement.
"Payment Office" shall mean the office of the Agent located at 301
--------------
South College Street, Charlotte, North Carolina 28288-0735, or such other
office as the Agent may hereafter designate in writing as such to the other
parties hereto.
"Permitted Liens" shall mean (a) Liens for taxes, assessments or
---------------
governmental charges or levies to the extent not past due, or which are being
contested in good faith in appropriate proceedings for which Parent has provided
appropriate reserves for the payment thereof in accordance with GAAP; (b)
pledges or deposits in the ordinary course of business to secure obligations
under worker's compensation laws or similar legislation; (c) other pledges or
deposits in the ordinary course of business (other than for borrowed monies)
that, in the aggregate, are not material to Parent; (d) Liens imposed by law
such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and
other similar Liens arising in the ordinary course of business for sums not yet
due or currently being contested in good faith by appropriate proceedings; (e)
attachment, judgment or other similar Liens arising in connection with court
proceedings, provided that such Liens, in the aggregate, shall not exceed
$50,000,000 at any one time outstanding, and (f) other Liens not otherwise
referred to in the foregoing clauses (a) through (e) above, provided that such
other Liens do not secure at any time obligations in an aggregate amount in
excess of $100,000,000 at any time outstanding.
"Persons" shall mean and include any individual, firm, corporation,
-------
association, trust or other enterprise or any governmental or political
subdivision or agency, department or instrument thereof.
<PAGE>
"PPL" shall have the meaning assigned that term in the first paragraph
---
of this Agreement.
"Prime Rate" shall mean the rate which First Union National Bank
----------
announces from time to time as its prime lending rate, such Prime Rate to change
when and as such prime lending rate changes. The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate actually charged to
any customer. First Union National Bank may make commercial loans or other loans
at rates of interest at, above or below the Prime Rate.
"Quoted Rate" shall mean, with respect to any Eurodollar Loan for any
-----------
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Agent from
time to time for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately 11:00 A.M.
(London time) 2 Business Days prior to the commencement of such Interest Period,
as the rate for dollar deposits with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any
reason, then the "Quoted Rate" with respect to such Eurodollar Loan for such
-----------
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.
"Register" shall have the meaning provided in 1.4(b).
--------
"Regulation D" shall mean Regulation D of the Board of Governors of
------------
the Federal Reserve System as from time to time in effect or any successor to
all or a portion thereof establishing reserve requirements.
"Required Banks" shall mean Banks having Loans the outstanding
--------------
principal amount of which aggregate (or, if no Loans are outstanding, Banks with
Commitments aggregating) at least the majority of the aggregate outstanding
principal amount of all Loans (or of the Total Commitment).
"SEC" shall have the meaning assigned that term in (S) 5.1A(c).
---
"SEC Regulation D" shall mean Regulation D as promulgated under the
----------------
Securities Act of 1933, as amended, as the same may be in effect from time to
time."
"S&P" shall mean Standard & Poor's Ratings Group or any successor
---
thereto.
"Subsidiary" shall mean any company, partnership, association or other
----------
business entity in which any Person and its Subsidiaries now have or may
hereafter acquire an aggregate of at least 50% of the voting stock or ownership
interests.
"Taxes" shall have the meaning assigned that term in (S) 3.4.
-----
"Total Commitment" shall mean the aggregate of all the Commitments of
----------------
all the Banks.
"Type" shall mean any type of Loan, i.e., whether a Loan is a Base
---- ----
Rate Loan or a Eurodollar Loan.
<PAGE>
"Unaffected Bank" shall have the meaning assigned that term in (S)
---------------
2.5(c).
"written" or "in writing" shall mean any form of written communication
------- ----------
or a communication by means of telex, telecopier device, telegraph or cable.
10.2 Accounting Principles. All statements to be prepared and
---------------------
determinations to be made under this Agreement, including (without limitation)
those pursuant to (S) 5, shall be prepared and made in accordance with generally
accepted accounting principles applied on a basis consistent with the accounting
principles reflected in the audited financial statements of PPL and Parent for
the fiscal year ended December 31, 1999, referred to in (S) 7.4, except for
changes in accounting principles consistent with GAAP.
10.3 Exercise of Rights. Neither the failure nor delay on the part
------------------
of any of the Banks or the Fronting Bank to exercise any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof, or the exercise of any other
right, power or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Banks would
otherwise have. No notice to or demand on PPL, Finance Co. or Parent in any case
shall entitle PPL, Finance Co. or Parent, as applicable, to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
right of the Banks or the Fronting Bank to any other or further action in any
circumstances without notice or demand.
10.4 Amendment and Waiver. Neither this Agreement nor any other Loan
--------------------
Document nor any terms hereof or thereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination is in writing
signed by PPL, Finance Co. and Parent, and the Required Banks, provided that no
--------
such change, waiver, discharge or termination shall, without the consent of each
Bank directly affected thereby, (i) extend the final scheduled maturity of any
Loan (except as provided for in (S)2.6), or reduce the rate or extend the time
of payment of interest or Commitment Fees thereon (except in connection with a
waiver of the applicability of any post-default increase in interest rates), or
reduce the principal amount thereof (except to the extent repaid in cash), (ii)
amend, modify or waive any provision of this (S) 10.4, (iii) reduce the
percentage specified in the definition of Required Banks or (iv) consent to the
assignment or transfer by PPL, Finance Co. or Parent of any of its rights and
obligations under this Agreement or the release of Parent from its guarantee
hereunder; provided further, that no such change, waiver, discharge or
----------------
termination shall (x) increase the Commitments of any Bank over the amount
thereof then in effect without the consent of such Bank (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default shall not constitute an increase of the Commitment of any
Bank) or (y) without the consent of the Agent, amend, modify or waive any
provision of (S) 8 as such Section applies to such Agent or any other provision
as such Section relates to the rights or obligations of such Agent.
10.5 Expenses; Indemnification. (a) The Borrowers agree to pay all
-------------------------
reasonable out-of-pocket expenses (i) of the Agent and the Fronting Bank
incurred in connection with the preparation, execution, delivery, enforcement
and administration (exclusive of any internal overhead expenses) of this
Agreement and any and all agreements supplementary hereto and the making and
repayment of the Loans, the issuance of the Letters of Credit and the payment of
interest, including, without limitation, the reasonable fees and expenses of
Cravath, Swaine & Moore, counsel for the Agent and (ii) of the Agent, the
Fronting Bank and each Bank incurred in connection with the enforcement of this
Agreement, including, without limitation, the reasonable fees and expenses of
any counsel for any of the Banks with respect to such enforcement; provided that
--------
none of the Borrowers or Parent shall be liable for any fees, charges or
<PAGE>
disbursements of any counsel for the Banks or the Agent other than Cravath,
Swaine & Moore associated with the preparation, execution and delivery of this
Agreement and the closing documentation contemplated hereby.
(b) The Borrowers further agree to pay, and to save the Agent, the
Fronting Bank and the Banks harmless from all liability for, any stamp or other
documentary taxes which may be payable in connection with the Borrowers'
execution or delivery of this Agreement, their borrowings hereunder or Letters
of Credit, or the issuance of any notes or of any other instruments or documents
provided for herein or delivered or to be delivered by each of them hereunder or
in connection herewith.
(c) The Borrowers agree to indemnify the Agent, the Fronting Bank and
each Bank and each of their respective affiliates, directors, officers and
employees (each such person being called an "Indemnitee") against all losses,
claims, damages, penalties, judgments, liabilities and expenses (including,
without limitation, all expenses of litigation or preparation therefor whether
or not the Agent, the Fronting Bank or any Bank is a party thereto) which any of
them may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby, the direct or indirect
application or proposed application of the proceeds of any Loan hereunder or the
issuance of Letters of Credit; provided that such indemnification shall not
--------
extend to disputes solely among the Agent, the Fronting Bank and the Banks; and
provided further that such indemnity shall not, as to any Indemnitee, be
-------- -------
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.
(d) All obligations provided for in this (S) 10.5 shall survive any
termination of this Agreement or the resignation, withdrawal or removal of any
Bank.
10.6 Successors and Assigns. (a) This Agreement shall be binding
----------------------
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto, provided that none of PPL, Finance Co. or
--------
Parent may assign or transfer any of its interests hereunder, except to the
extent any such assignment results from the consummation of a transaction
permitted under (S) 5.2, without the prior written consent of the Banks and
provided further that the right of each Bank to transfer, assign or grant
----------------
participations in its rights and/or obligations hereunder shall be limited as
set forth below in this (S) 10.6, provided that nothing in this (S) 10.6 shall
--------
prevent or prohibit any Bank from pledging its rights under this Agreement
and/or its Loans hereunder to a Federal Reserve Bank in support of borrowings
made by such Bank from such Federal Reserve Bank. In order to facilitate such
an assignment to a Federal Reserve Bank, the Borrowers shall, at the request of
the assigning Bank, duly execute and deliver to the assigning Bank a promissory
note evidencing its Commitment or Loans made by the assigning Bank hereunder.
(b) Each Bank shall have the right to transfer, assign or grant
participations in all or any part of its remaining rights and obligations
hereunder on the basis set forth below in this clause (b).
(A) Assignments. Each Bank may assign all or a portion of its
-----------
rights and obligations hereunder pursuant to this clause (b)(A) to (x)
one or more Banks or any affiliates of any Bank or (y) one or more
other Eligible Transferees, provided that (i) any such assignment
--------
pursuant to clause (y) above shall be in the aggregate amount of at
least $5,000,000, (ii) after giving effect to any such assignment
pursuant to clause (x) or (y) above, no Bank shall have a Commitment
of less than $5,000,000 unless such Bank's Commitment is reduced
<PAGE>
to zero pursuant to such assignment, (iii) any assignment pursuant to
clause (y) shall require the consent of the Borrowers, which consent
shall not be unreasonably withheld, and provided further, that, so
----------------
long as no Loans or interest thereon shall be outstanding and no
Default or Event of Default shall have occurred with respect to PPL,
Finance Co. or Parent and then be continuing, the Borrowers may at
their option terminate the portion of such assigning Bank's Commitment
proposed to be assigned pursuant to clause (y) above in lieu of
consenting to such assignment, and the Total Commitment shall be
reduced in the amount of such termination. Assignments or terminations
of all or any portion of any Bank's Commitment pursuant to this clause
(b)(A) will only be effective if the Agent shall have received a
written notice from the assigning Bank and the assignee, or, in the
case of a termination, the Borrowers, and, in the case of an
assignment, payment of a nonrefundable assignment fee of $2,500 to the
Agent by either the assigning Bank or the assignee. No later than five
Business Days after its receipt of any written notice of assignment or
termination, the Agent will record such assignment or termination, and
the resultant effects thereof on the Commitment of the assigning or
terminating Bank and, in the case of an assignment, the assignee, in
the Register, at which time such assignment or termination shall
become effective, provided that the Agent shall not be required to,
--------
and shall not, so record any assignment or termination in the Register
on or after the date on which any proposed amendment, modification or
supplement in respect of this Agreement has been circulated to the
Banks for approval until the earlier of (x) the effectiveness of such
amendment, modification or supplement in accordance with (S) 10.4 or
(y) 30 days following the date on which such proposed amendment,
modification or supplement was circulated to the Banks. Upon the
effectiveness of any assignment or termination pursuant to this clause
(b)(A), (x) the assignee, in the case of an assignment, will become a
"Bank" for all purposes of this Agreement and the other Loan Documents
with a Commitment as so recorded by the Agent in the Register, and to
the extent of such assignment or termination, the assigning or
terminating Bank shall be relieved of its obligations hereunder with
respect to the portion of its Commitment being assigned or terminated.
(B) Participations. Each Bank may transfer, grant or assign
--------------
participations in all or any part of such Bank's interests and
obligations hereunder pursuant to this clause (b)(B) to any Eligible
Transferee, provided that (i) such Bank shall remain a "Bank" for all
--------
purposes of this Agreement and the transferee of such participation
shall not constitute a Bank hereunder and (ii) no participant under
any such participation shall have any rights under the Agreement or
other Loan Document or any rights to approve any amendment to or
waiver of this Agreement or any other Loan Document except to the
extent such amendment or waiver would (x) extend the final scheduled
maturity of any of the Loans or the Commitment in which such
participant is participating, (y) reduce the interest rate (other than
as a result of waiving the applicability of any post-default increases
in interest rates) or Commitment Fee or other fees applicable to any
of the Loans or Commitments in which such participant is participating
or postpone the payment of any thereof or reduce the principal amount
of any Loan (except to the extent repaid in cash) or (z) release
Parent from its obligations as a guarantor hereunder. In the case of
any such participation, the participant shall not have any rights
under this Agreement or any of the other Loan Documents (the
participant's rights against the granting Bank in respect of such
participation to be those set forth in the agreement with such Bank
creating such participation) and all amounts payable by each of the
<PAGE>
Borrowers hereunder shall be determined as if such Bank had not sold
such participation, provided that such participant shall be entitled
--------
to receive additional amounts under (S)(S) 1.8, 2.5 and 3.4 on the
same basis as if it were a Bank but in no case shall be entitled to
any amount greater than would have been payable had the Bank not sold
such participations.
(c) Each Bank hereby represents, and each Person that becomes a Bank
pursuant to an assignment permitted by the preceding clause (b)(A) will upon its
becoming party to this Agreement represent, that it is an Eligible Transferee
which makes loans in the ordinary course of its business and that it will make
or acquire Loans for its own account in the ordinary course of such business,
provided that, subject to the preceding clauses (a) and (b), the disposition of
--------
any promissory notes or other evidences of or interests in Loans held by such
Bank shall at all times be within its exclusive control.
10.7 Notices, Requests, Demands. All notices, requests, demands or
--------------------------
other communications to or upon the respective parties hereto shall be deemed to
have been given or made (i) in the case of notice by mail, when actually
received, and (ii) in the case of telecopier notice sent over a telecopier
machine owned or operated by a party hereto, when sent, in each case addressed
to the party or parties to which such notice is given at their respective
addresses shown below their signatures hereto or at such other address as such
party may hereafter specify in writing to the others. No other method of giving
notice is hereby precluded.
10.8 Survival of Representations and Warranties. All representations
------------------------------------------
and warranties contained herein or otherwise made in writing by PPL, Finance Co.
or Parent in connection herewith shall survive the execution and delivery of
this Agreement.
10.9 Governing Law. This Agreement and the rights and obligations of
-------------
the parties under this Agreement (other than as relates to Letters of Credit)
shall be governed by and construed and interpreted in accordance with the laws
of the State of New York. Each Letter of Credit shall be governed by, and
construed and interpreted in accordance with the laws or rules designated in
such Letter of Credit, or if no such laws or rules are designated, the Uniform
Customs and Practice for Documentary Credits (1993 revision), International
Chamber of Commerce, publication no. 500 (the "Uniform Customs") and, as to
matters not governed by the Uniform Customs, the laws of the State of New York.
10.10 Counterparts. This Agreement may be executed in any number of
------------
copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
Complete counterparts of this Agreement shall be lodged with each Borrower,
Parent and the Agent.
10.11 Terms Generally. All references herein to the "date hereof",
---------------
the "date of this Agreement", or words of similar import, shall be construed as
referring to June 28, 2000, provided that all obligations of the Borrower
--------
accruing under the Existing Credit Agreement shall continue to be obligations of
the Borrower under this Agreement.
10.12 Effectiveness. This Agreement shall become effective on the
-------------
Closing Date.
10.13 Transfer of Office. (a) Each Bank may transfer and carry its
------------------
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Bank; provided that such Bank shall continue to bear all of its obligations
--------
under this Agreement; and provided further that the Borrowers shall not be
-------- -------
responsible for costs arising under (S) 1.8, 2.5 or 3.4 resulting from any such
transfer to the extent not otherwise applicable to such Bank prior to such
transfer.
<PAGE>
(b) Upon a Bank becoming aware of any event which will entitle it to
any additional amount pursuant to (S) 2.5(a) or (S) 3.4, such Bank shall take
all reasonable steps (including but not limited to making, maintaining or
funding the affected Loan through another office of such Bank) to avoid or
reduce the additional amount payable by the applicable Borrower; provided that,
such steps will not result in any additional costs, liabilities or expenses (not
reimbursable by the applicable Borrower) to such Bank and are not otherwise
inconsistent with the interests of such Bank determined in good faith.
10.14 Proration of Payments. The Banks agree among themselves that,
---------------------
with respect to all amounts received by them which are applicable to the payment
of principal of or interest on the Loans, equitable adjustment will be made so
that, in effect, all such amounts will be shared ratably among the Banks on the
basis of the amounts then owed each of them in respect of such obligation,
whether received by voluntary payment, by realization upon security, by the
exercise of any right of set-off or bankers' lien, by counterclaim or cross
action, under or pursuant to this Agreement or otherwise. Each of the Banks
agrees that if it should receive any payment on its Loans of a sum or sums in
excess of its pro rata portion (other than as expressly contemplated by (S)
--- ----
2.6(ii)), then the Bank receiving such excess payment shall purchase for cash
from the other Banks an interest in the Loans of such Banks in such amount as
shall result in a ratable participation by each of the Banks in the aggregate
unpaid amount of all outstanding Loans then held by all of the Banks. If all or
any portion of such excess payment is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest. The Borrowers agree that any Bank so
purchasing a participation from another Bank pursuant to this (S) 10.13 may
exercise all its rights with respect to such participation as fully as if such
Bank were the direct creditor of the Borrowers in the amount of such
participation.
10.15 Jurisdiction; Consent to Service of Process. (a) Each of PPL,
--------------------------------------------
Finance Co. and Parent hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that the Agent, the Fronting Bank or any Bank may
otherwise have to bring any action or proceeding relating to this Agreement
against any of PPL, Finance Co., Parent or its properties in the courts of any
jurisdiction.
(b) Each of PPL, Finance Co. and Parent hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (a) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.7. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
<PAGE>
10.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
---------------------
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.17 Headings Descriptive. The headings of the various provisions
--------------------
of this Agreement are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions
hereof.
10.18 Waiver of Notice. The Banks who are parties to the Existing
----------------
Credit Agreement hereby waive any prior notice of termination of their
commitments under such facility.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.
PPL ELECTRIC UTILITIES CORPORATION,
By_______________________________________
Name:
Title:
PPL CAPITAL FUNDING, INC.,
By_______________________________________
Name:
Title:
PPL CORPORATION,
By_______________________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
Individually and as Agent
and Fronting Bank
By_______________________________________
Name:
Title:
<PAGE>
THE CHASE MANHATTAN BANK,
Individually and as Syndication Agent
By___________________________________
Name:
Title:
<PAGE>
CITIBANK, N.A.,
Individually and as Documentation Agent
By_____________________________________
Name:
Title:
<PAGE>
THE BANK OF NEW YORK,
By___________________________________
Name:
Title:
<PAGE>
THE BANK OF NOVA SCOTIA,
By___________________________________
Name:
Title:
<PAGE>
CREDIT SUISSE FIRST BOSTON,
By___________________________________
Name:
Title:
By___________________________________
Name:
Title:
<PAGE>
BANK ONE, N.A.,
By___________________________________
Name:
Title:
<PAGE>
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
By___________________________________
Name:
Title:
<PAGE>
MELLON BANK, N.A.,
By___________________________________
Name:
Title:
<PAGE>
BANK OF AMERICA, N.A.,
By___________________________________
Name:
Title:
<PAGE>
PNC BANK, N.A.,
By___________________________________
Name:
Title:
<PAGE>
TORONTO DOMINION (TEXAS),INC.,
By___________________________________
Name:
Title:
<PAGE>
Bank Address Schedule
---------------------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Name of Bank and Address Phone Number(s) Fax Number(s)
--------------------------------------------------------------------------------------------------
<S> <C> <C>
First Union National Bank
Attn: Michael J. Kolosowsky (704) 383-8225 (704) 383-7611
301 South College Street
TW-10
Charlotte, NC 28288-0735
--------------------------------------------------------------------------------------------------
The Chase Manhattan Bank
Attn: Jaimin Patel (212) 270-1354 (212) 270-3089
270 Park Avenue, 7th Floor
New York, NY 10017
--------------------------------------------------------------------------------------------------
The Bank of New York
Attn: John Watt (212) 635-7533 (212) 635-7552
One Wall Street, 19th Floor
New York, NY 10286
--------------------------------------------------------------------------------------------------
The Bank of Nova Scotia
Attn: Philip Adsetts (212) 225-5010 (212) 225-5090
Melanie Brensinger (212) 225-5048
One Liberty Plaza
26th Floor
New York, NY 10006
--------------------------------------------------------------------------------------------------
Citibank, N.A.
Attn: Robert J. Harrity, Jr. (212) 559-6482 (212)793-6130
399 Park Avenue
4th Floor/Zone 20
New York, NY 10043
--------------------------------------------------------------------------------------------------
Credit Suisse First Boston
Attn: David Koczan (212) 325-9096 (212) 325-8326
James Moran (212) 325-9176
11 Madison Avenue
20th Floor
New York, NY 10010
--------------------------------------------------------------------------------------------------
Bank One, N.A.
Attn: Kenneth Bauer
Madeleine Pember (312) 732-6282 (312) 732-3055
One First National Plaza (312) 732-9727
Suite 0360
Chicago, IL 60670
--------------------------------------------------------------------------------------------------
Morgan Guaranty Trust Company
Attn: Robert Bottamedi (212) 648-1349 (212) 648-5018
Morgan Guaranty Trust Company of New York
60 Wall Street
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Name of Bank and Address Phone Number(s) Fax Number(s)
--------------------------------------------------------------------------------------------------
<S> <C> <C>
--------------------------------------------------------------------------------------------------
New York, NY 10260
--------------------------------------------------------------------------------------------------
Mellon Bank, N.A.
Attn: Mark Rogers (412) 234-1888 (412) 236-1840
1 Mellon Bank Center
Suite 4425
Pittsburgh, PA 15258-0001
--------------------------------------------------------------------------------------------------
Bank of America, N.A.
Attn: Paula Kramp (301) 571-0713 (301) 571-0719
Carim Khouzami (301) 571-0703
Lawrence Saunders (301) 571-0704
6610 Rockledge Drive, 6th Fl.
Bethesda, MD 20817
--------------------------------------------------------------------------------------------------
PNC Bank, N.A.
Brian Begg (412) 762-2540 (412) 762-2571
Christopher Moravec
One PNC Plaza
249 Fifth Avenue
PI-POPP-21-1
Pittsburgh, PA 15222-2707
Robert Mills (570) 831-2833 (570) 821-3375
11 West Market Street, 3rd Fl.
Wilkes Barre, PA 38701
--------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc.
Attn: Frank Delaney (212) 827-7771 (212) 827-7244
31 West 52nd Street
New York, NY 10019-6101
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
BANK COMMITMENT
---- ----------
<S> <C>
FIRST UNION NATIONAL BANK........................................... $100,000,000
THE CHASE MANHATTAN BANK............................................ $ 90,000,000
CITIBANK, N.A....................................................... $100,000,000
MELLON BANK, N.A.................................................... $ 70,000,000
BANK ONE, N.A....................................................... $ 70,000,000
BANK OF AMERICA, N.A................................................ $ 70,000,000
THE BANK OF NEW YORK................................................ $ 50,000,000
TORONTO DOMINION (TEXAS), INC....................................... $ 50,000,000
THE BANK OF NOVA SCOTIA............................................. $ 50,000,000
MORGAN GUARANTY TRUST COMPANY OF NEW YORK........................... $ 40,000,000
CREDIT SUISSE FIRST BOSTON.......................................... $ 35,000,000
PNC BANK, NATIONAL ASSOCIATION...................................... $ 25,000,000
TOTAL COMMITMENT.................................... $750,000,000
</TABLE>
<PAGE>
EXHIBIT C
[Form of Extension Letter]
[Date]/1/
First Union National Bank
301 South College Street
Charlotte, NC 28288-0735
Attention: First Union National Bank, as Agent and as Fronting Bank, and the
Banks party to the Credit Agreement
Re: Extension of Expiry Date
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated 364-Day
Revolving Credit Agreement dated as of June [ ], 2000, (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among PPL
Electric Utilities Corporation ("PPL"), PPL Capital Funding, Inc. ("Finance
Co.") and PPL Corporation ("Parent"), the banks party thereto (the "Banks"),
First Union National Bank, as fronting bank and as administrative agent for the
Banks, The Chase Manhattan Bank, as syndication agent and Citibank, N.A., as
documentation agent. Terms used and not defined herein shall have the meaning
assigned to such terms in the Credit Agreement.
1. Prior to giving effect to the extension referred to below, the Expiry
Date is __________ (the "Current Expiry Date").
2. PPL and Finance Co. hereby request that the Expiry Date be extended to
_________./2/
________________
/1/ This Letter shall be delivered to the Agent not less than 30 and not more
than 45 days prior to the Current Expiry Date.
/2/ Such date shall be 364 days after the Current Expiry Date.
<PAGE>
EXHIBIT C-2
3. Pursuant to Section 2.6 of the Credit Agreement, such extension of the
Current Expiry Date shall become effective on the 20th day prior to
the Current Expiry Date if (and only if) Banks holding Commitments
that aggregate at least 51% of the Total Commitment on such date shall
have agreed to such extension as evidenced by their signatures below.
This letter may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute but one instrument. The delivery by telecopy of an executed
counterpart hereof shall be effective as delivery of an original manually
executed counterpart.
Very truly yours,
PPL Electric Utilities PPL Capital Funding, Inc.,
Corporation,
By: By:
______________________ ______________________
______________________ ______________________
Name: Name:
Title: Title:
<PAGE>
EXHIBIT C-3
PPL Corporation,
By:
______________________
______________________
Name:
Title:
Acknowledged and agreed to
as of the date noted above:
FIRST UNION NATIONAL BANK,
individually and as [BANK]
Agent, Collateral Agent
and Fronting Bank,
By: By:
______________________ ______________________
______________________ ______________________
Name: Name:
Title: Title:
<PAGE>
Exhibit D-1
PPL COMPLIANCE CERTIFICATE
PPL ELECTRIC UTILITIES CORPORATION
________
(date)
The undersigned certifies, as of [ ], that the following information
concerning PPL Electric Utilities Corporation, a Pennsylvania Corporation
("PPL") is true and correct:
A. Consolidated Indebtedness of PPL: __________
B. Consolidated Capitalization of PPL: __________
C. Consolidated Indebtedness of PPL
to Consolidated Capitalization of PPL
(A divided by B): _________***
PPL ELECTRIC UTILITIES CORPORATION,
by
___________________________________
Name:
Title:
________________
*** If such number is greater than .70, then a Default exists.
<PAGE>
Exhibit D-2
PARENT COMPLIANCE CERTIFICATE
PPL CORPORATION
________
(date)
The undersigned certifies, as of [ ], that the following information
concerning PPL Corporation, a Pennsylvania Corporation ("Parent") is true and
correct:
A. Consolidated Indebtedness of Parent: __________
B. Consolidated Capitalization of Parent: __________
C. Consolidated Indebtedness of Parent
to Consolidated Capitalization of Parent
(A divided by B): _________*****
PPL CORPORATION,
by
___________________________
Name:
Title:
_______________________________
*** If such number is greater than .70, then a Default exists.
