AMENDMENT TO REIMBURSEMENT AGREEMENT
FOURTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of April 12, 2006 (this
the Existing Reimbursement Agreement (as defined below) is made by PPL ENERGY
SUPPLY, LLC, a Delaware limited liability company (the “Account
certain of the Lenders (such capitalized term and other capitalized terms used
in this preamble and the recitals below to have the meanings set forth in,
are defined by reference in, Article
N E S S E T H:
the Account Party, the Lenders and The Bank of Nova Scotia, as the Issuer and
Administrative Agent, are all parties to the Reimbursement Agreement, dated
of March 31, 2005 (as amended or otherwise modified prior to the date hereof,
amended by this Amendment and as the same may be further amended, supplemented,
amended and restated or otherwise modified from time to time, the “Reimbursement
the Account Party has requested that the Lenders amend certain provisions of
Existing Reimbursement Agreement to permit Letters of Credit to be issued for
additional account parties, on the terms and subject to the conditions
hereinafter set forth;
THEREFORE, the parties hereto hereby covenant and agree as follows:
following terms when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
defined in the preamble.
defined in the preamble.
defined in Article
defined in the first
defined in the first
for which meanings are provided in the Reimbursement Agreement are, unless
otherwise defined herein or the context otherwise requires, used in this
Amendment with such meanings.
TO REIMBURSEMENT AGREEMENT
as of the date hereof, but subject to the occurrence of the satisfaction of
conditions in Article
provisions of the Existing Reimbursement Agreement referred to below are hereby
amended in accordance with this Article
as expressly so amended, the Existing Reimbursement Agreement shall continue
full force and effect in accordance with its terms.
to Section 1.1.
1.1 of the Existing Reimbursement Agreement is hereby amended by inserting
following definitions in the appropriate alphabetical order:
defined in Section
the Fourth Amendment to Reimbursement Agreement, dated as of April 12, 2006,
among the Account Party and the Lenders party thereto.
to Article II.
Existing Reimbursement Agreement is
amended by inserting the following at the end of such Section.
Account Party shall be permitted to request that the Issuer issue Letters of
Credit listing any of the following Persons (in addition to the Account Party)
as the account party on such Letter of Credit: Avon Lake Synfuels, LLC, BG
Mechanicals, Inc., General Control Systems, Inc, McCarl’s Inc., Penn Mines, LLC,
PPL Brunner Island, LLC, PPL Corporation, PPL Distributed Generation, LLC,
Energy Supply, LLC, PPL EnergyPlus, LLC, PPL Energy Services Northeast, Inc.,
PPL Energy Services Holdings, LLC, PPL Gas Utilities Corporation, PPL
Generation, LLC, PPL Holtwood, LLC, PPL Martin Creeks, LLC, PPL Montana, LLC,
PPL Sundance Energy, LLC, PPL Susquehanna, LLC, PPL Wallingford Energy, LLC
Tyrone Synfuels, L.P (collectively, the “Additional
that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, an Additional Account Party, the
Account Party shall be obligated to reimburse the Issuer for any and all
drawings under such Letter of Credit. The Account Party hereby acknowledges
the Issuer would be unwilling to issue Letters of Credit for the account of
Additional Account Parties without the Account Party’s agreement to such
reimbursement obligation, and that the Account Party derives benefits from
issuances of such Letters of Credit.
Amendment and the amendments contained herein shall become effective as of
date hereof when each of the conditions set forth in this Article
have been fulfilled to the satisfaction of the Administrative
Administrative Agent shall have received counterparts hereof executed on behalf
of the Account Party and the Required Lenders.
and Expenses, etc.
Administrative Agent shall have received for the account of each Lender, all
fees, costs and expenses due and payable pursuant to Section 10.3 of the
Reimbursement Agreement, if then invoiced.
Administrative Agent and its counsel shall have received all information, and
such counterpart originals or such certified or other copies of such materials,
as the Administrative Agent or its counsel may reasonably request, and all
matters incident to the effectiveness of this Amendment shall be satisfactory
the Administrative Agent and its counsel. All documents executed or submitted
pursuant hereto or in connection herewith shall be reasonably satisfactory
form and substance to the Administrative Agent and its counsel.
References in this Amendment to any Article or Section are, unless otherwise
specified, to such Article or Section of this Amendment.
Document Pursuant to Existing Reimbursement Agreement.
Amendment is a Loan Document executed pursuant to the Existing Reimbursement
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with all of the terms and provisions
the Existing Reimbursement Agreement, as amended hereby, including
Article X thereof.
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
Amendment may be executed by the parties hereto in several counterparts, each
which when executed and delivered shall be an original and all of which shall
constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this
AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
Force and Effect; Limited Amendment.
Except as expressly amended hereby, all of the representations, warranties,
terms, covenants, conditions and other provisions of the Existing Reimbursement
Agreement and the Loan Documents shall remain unchanged and shall continue
be, and shall remain, in full force and effect in accordance with their
respective terms. The amendments set forth herein shall be limited precisely
provided for herein to the provisions expressly amended herein and shall not
deemed to be an amendment to, waiver of, consent to or modification of any
term or provision of the Existing Reimbursement Agreement or any other Loan
Document or of any transaction or further or future action on the part of any
Obligor which would require the consent of the Lenders under the Existing
Reimbursement Agreement or any of the Loan Documents.
order to induce the Lenders to execute and deliver this Amendment, the Account
Party hereby represents and warrants to the Lenders, on the date this Amendment
becomes effective pursuant to Article
both before and after giving effect to this Amendment, all statements set forth
in Section 5.2.1 of the Reimbursement Agreement are true and correct as of
date, except to the extent that any such statement expressly relates to an
earlier date (in which case such statement was true and correct on and as of
such earlier date).
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.
ENERGY SUPPLY, LLC
OF NOVA SCOTIA