ppl8kexhibit4-b.htm


    Exhibit
      4
      (b)

    


    


    


    


    PPL
      CAPITAL FUNDING, INC.,

    Issuer

     

    and

     

    PPL
      CORPORATION,

    Guarantor

     

    TO

     

    THE
      BANK OF NEW YORK,

    (as
      successor to JPMorgan Chase Bank, N.A.),

    


    


    Trustee

     

    _________

     

    Supplemental
      Indenture No. 7

     

    Dated
      as of July 1, 2007

     

    Supplemental
      to the Indenture

    dated
      as of November 1, 1997

    


    


    


    


    Establishing
      a series of Securities designated

    6.85%
      Senior Notes due 2047

    limited
      in aggregate principal amount to $100,000,000

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SUPPLEMENTAL
      INDENTURE No. 7, dated as of July 1, 2007 among PPL
      CAPITAL FUNDING, INC., a corporation duly organized and existing under
      the laws of the State of Delaware (herein called the “Company”), PPL
      CORPORATION, a corporation duly organized and existing under the laws
      of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and
THE BANK OF NEW YORK, a New York banking corporation (as
      successor to JPMorgan Chase Bank, N.A.), as Trustee (herein called the
“Trustee”), under the Indenture dated as of November 1, 1997 (hereinafter called
      the “Original Indenture”), this Supplemental Indenture No. 7 being
      supplemental thereto.  The Original Indenture and any and all
      indentures and instruments supplemental thereto are hereinafter sometimes
      collectively called the “Indenture.”

     

    Recitals
      of the Company and the Guarantor

     

    The
      Original Indenture was authorized, executed and delivered by the Company and
      the
      Guarantor to provide for the issuance by the Company from time to time of its
      Securities (such term and all other capitalized terms used herein without
      definition having the meanings assigned to them in the Original Indenture),
      to
      be issued in one or more series as contemplated therein, and for the Guarantee
      by the Guarantor of the payment of the principal, premium, if any, and interest,
      if any, on such Securities.

     

    As
      contemplated by Sections 301 and 1201(f) of the Original Indenture, the Company
      wishes to establish a series of Securities to be designated “6.85% Senior Notes
      due 2047” to be limited in aggregate principal amount (except as contemplated in
      Section 301(b) and the last paragraph of Section 301 of the Original Indenture)
      to $100,000,000, such series of Securities to be hereinafter sometimes called
      “Series No. 5.”

     

    As
      contemplated by Sections 201 and 1402 of the Original Indenture, the Guarantor
      wishes to establish the form and terms of the Guarantees to be endorsed on
      the
      Securities of Series No. 5.

     

    The
      Company has duly authorized the execution and delivery of this Supplemental
      Indenture No. 7 to establish the Securities of Series No. 5 and has
      duly authorized the issuance of such Securities; the Guarantor has duly
      authorized the execution and delivery of this Supplemental Indenture No. 7
      and has duly authorized its Guarantees of the Securities of Series No. 5;
      and all acts necessary to make this Supplemental Indenture No. 7 a valid
      agreement of the Company and the Guarantor, to make the Securities of Series
      No. 5 valid obligations of the Company, and to make the Guarantees valid
      obligations of the Guarantor, have been performed.

     

    NOW,
      THEREFORE, THIS SUPPLEMENTAL INDENTURE No. 7
      WITNESSETH:

     

    For
      and
      in consideration of the premises and of the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities of Series No. 5, as
      follows:

     

    ARTICLE
      ONE

     

    


     

    Fifth
      Series of Securities

     

    Section
      1.  There
      is
      hereby created a series of Securities designated “6.85% Senior Notes due 2047”
and limited in aggregate principal amount (except as contemplated in Section
      301(b) and the last paragraph of Section 301 of the Original Indenture) to
      $100,000,000.  The forms and terms of the Securities of Series
      No. 5 shall be established in an Officers’ Certificate of the Company and
      the Guarantor, as contemplated by Section 301 of the Original
      Indenture.

     

    Section
      2.  The
      Company hereby agrees that, if the Company shall make any deposit of money
      and/or Eligible Obligations with respect to any Securities of Series No. 5,
      or any portion of the principal amount thereof, as contemplated by Section
      701
      of the Original Indenture, the Company shall not deliver an Officer’s
      Certificate described in clause (z) in the first paragraph of said Section
      701
      unless the Company shall also deliver to the Trustee, together with such
      Officer’s Certificate, either:

     

    (A)  an
      instrument wherein the Company, notwithstanding the satisfaction and discharge
      of its indebtedness in respect of such Securities, shall assume the obligation
      (which shall be absolute and unconditional) to irrevocably deposit with the
      Trustee or Paying Agent such additional sums of money, if any, or additional
      Eligible Obligations (meeting the requirements of Section 701), if any, or
      any
      combination thereof, at such time or times, as shall be necessary, together
      with
      the money and/or Eligible Obligations theretofore so deposited, to pay when
      due
      the principal of and interest due and to become due on such Securities or
      portions thereof, all in accordance with and subject to the provisions of said
      Section 701; provided, however, that such instrument may state that the
      obligation of the Company to make additional deposits as aforesaid shall arise
      only upon the delivery to the Company by the Trustee of a notice asserting
      the
      deficiency and showing the calculation thereof and shall continue only until
      the
      Company shall have delivered to the Trustee an opinion of an independent public
      accountant of nationally recognized standing to the effect that no such
      deficiency exists and showing the calculation of the sufficiency of the deposits
      then held by the Trustee; or

     

    (B)  an
      Opinion of Counsel to the effect that the Holders of such Securities, or
      portions of the principal amount thereof, will not recognize income, gain or
      loss for United States federal income tax purposes as a result of the
      satisfaction and discharge of the Company’s indebtedness in respect thereof and
      will be subject to United States federal income tax on the same amounts, at
      the
      same times and in the same manner as if such satisfaction and discharge had
      not
      been effected.

     

    ARTICLE
      TWO


     

    Form
      of Guarantee

     

    Guarantees
      to be endorsed on the Securities of Series No. 5 shall be in substantially
      the form set forth below:

     

    [FORM
      OF
      GUARANTEE]

     

    PPL
      Corporation, a corporation organized under the laws of the Commonwealth of
      Pennsylvania (the “Guarantor”, which term includes any successor under the
      Indenture (the “Indenture”) referred to in the Security upon which this
      Guarantee is endorsed), for value received, hereby fully and unconditionally
      guarantees to the Holder of the Security upon which this Guarantee is endorsed,
      the due and punctual payment of the principal of and interest, if any, on such
      Security when and as the same shall become due and payable, whether at the
      Stated Maturity, by declaration of acceleration, call for redemption, or
      otherwise, in accordance with the terms of such Security and of the
      Indenture.  In case of the failure of PPL Capital Funding, Inc., a
      corporation organized under the laws of the State of Delaware (the “Company,”
which term includes any successor under the Indenture), punctually to make
      any
      such payment, the Guarantor hereby agrees to cause such payment to be made
      punctually when and as the same shall become due and payable, whether at the
      Stated Maturity or by declaration of acceleration, call for redemption or
      otherwise, and as if such payment were made by the Company.

     

    The
      Guarantor hereby agrees that its obligations hereunder shall be absolute and
      unconditional irrespective of, and shall be unaffected by, any invalidity,
      irregularity or unenforceability of such Security or the Indenture, any failure
      to enforce the provisions of such Security or the Indenture, or any waiver,
      modification or indulgence granted to the Company with respect thereto, by
      the
      Holder of such Security or the Trustee or any other circumstance which may
      otherwise constitute a legal or equitable discharge or defense of a surety
      or
      guarantor; provided, however, that notwithstanding the foregoing, no such
      waiver, modification or indulgence shall, without the consent of the Guarantor,
      increase the principal amount of such Security, or increase the interest rate
      thereon, or change any redemption provisions thereof or change the Stated
      Maturity thereof.

     

    The
      Guarantor hereby waives the benefits of diligence, presentment, demand for
      payment, any requirement that the Trustee or the Holder of such Security exhaust
      any right or take any action against the Company or any other Person, filing
      of
      claims with a court in the event of insolvency or bankruptcy of the Company,
      any
      right to require a proceeding first against the Company, protest or notice
      with
      respect to such Security or the indebtedness evidenced thereby and all demands
      whatsoever, and covenants that this Guarantee will not be discharged in respect
      of such Security except by complete performance of the obligations contained
      in
      such Security and in this Guarantee.  This Guarantee shall constitute
      a guaranty of payment and not of collection.  The Guarantor hereby
      agrees that, in the event of a default in payment of principal or interest,
      if
      any, on such Security, whether at its Stated Maturity, by declaration of
      acceleration, call for redemption, or otherwise, legal proceedings may be
      instituted by the Trustee on behalf of, or by, the Holder of such Security,
      subject to the terms and conditions set forth in the Indenture, directly against
      the Guarantor to enforce this Guarantee without first proceeding against the
      Company.

     

    The
      obligations of the Guarantor hereunder with respect to such Security shall
      be
      continuing and irrevocable until the date upon which the entire principal of
      and
      interest, if any, on such Security has been, or has been deemed pursuant to
      the
      provisions of Article Seven of the Indenture to have been, paid in full or
      otherwise discharged.

     

    The
      Guarantor shall be subrogated to all rights of the Holder of such Security
      upon
      which this Guarantee is endorsed against the Company in respect of any amounts
      paid by the Guarantor on account of such Security pursuant to the provisions
      of
      this Guarantee or the Indenture; provided, however, that the Guarantor shall
      not
      be entitled to enforce or to receive any payments arising out of, or based
      upon,
      such right of subrogation until the principal of and interest, if any, on all
      Securities issued under the Indenture shall have been paid in full.

     

    This
      Guarantee shall remain in full force and effect and continue notwithstanding
      any
      petition filed by or against the Company for liquidation or reorganization,
      the
      Company becoming insolvent or making an assignment for the benefit of creditors
      or a receiver or trustee being appointed for all or any significant part of
      the
      Company’s assets, and shall, to the fullest extent permitted by law, continue to
      be effective or reinstated, as the case may be, if at any time payment of the
      Security upon which this Guarantee is endorsed, is, pursuant to applicable
      law,
      rescinded or reduced in amount, or must otherwise be restored or returned by
      the
      Holder of such Security, whether as a “voidable preference,” “fraudulent
      transfer,” or otherwise, all as though such payment or performance had not been
      made.  In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned on such Security, such Security shall,
      to the fullest extent permitted by law, be reinstated and deemed paid only
      by
      such amount paid and not so rescinded, reduced, restored or
      returned.

     

    This
      Guarantee shall not be valid or obligatory for any purpose until the certificate
      of authentication of the Security upon which this Guarantee is endorsed shall
      have been manually executed by or on behalf of the Trustee under the
      Indenture.

     

    All
      terms
      used in this Guarantee which are defined in the Indenture shall have the
      meanings assigned to them in such Indenture.

     

    This
      Guarantee shall be deemed to be a contract made under the laws of the State
      of
      New York, and for all purposes shall be governed by and construed in accordance
      with the laws of the State of New York.

     

    IN
      WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed as
      of
      the date first written above.

     

    PPL
      CORPORATION

     

    By:

     

    


     

    [END
      OF
      FORM]

     

    ARTICLE
      THREE


     

    Miscellaneous
      Provisions

     

    Section
      1.  This
      Supplemental Indenture No. 7 is a supplement to the Original
      Indenture.  As supplemented by this Supplemental Indenture No. 7,
      the Indenture is in all respects ratified, approved and confirmed, and the
      Original Indenture and this Supplemental Indenture No. 7 shall together
      constitute one and the same instrument.

     

    Section
      2.  The
      recitals contained in this Supplemental Indenture No. 7 shall be taken as
      the statements of the Company and the Guarantor, and the Trustee assumes no
      responsibility for their correctness and makes no representations as to the
      validity or sufficiency of this Supplemental Indenture No. 7.

     

    Section
      3.  This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental
      Indenture No. 7 to be duly executed as of the day and year first written
      above.

     

    PPL
      CAPITAL FUNDING, INC.

     

    By:           /s/
      JAMES E. ABEL

    Name:
      James E. Abel

    Title:
      Treasurer

    


     

    PPL
      CORPORATION

     

    By:           /s/
      JAMES E. ABEL

    Name:
      James E. Abel

    Title:
      Vice President-Finance
      andTreasurer

    


     

    THE
      BANK OF NEW YORK,

    as
      Trustee

     

    By:           /s/
      JOHN ROCHANAKIT

    Name:
      John Rochanakit

    Title:
      Assistant
      Treasurer