ppl8k-exhibit4b.htm


    Exhibit 4(b)

      
        


      

      


      


      


      


      


      PPL
ENERGY SUPPLY, LLC,

      Issuer

       

      TO

       

      THE
BANK OF NEW YORK MELLON,

      Trustee

       

      _________

       

      Supplemental
Indenture No. 10

       

      Dated
as of July 1, 2008

       

      Supplemental
to the Indenture

      dated
as of October 1, 2001

       

      Establishing
a series of Securities designated

      Senior
Notes,  6.30% Series due 2013

      initially
limited in aggregate principal amount to $300,000,000

      
        


        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SUPPLEMENTAL INDENTURE NO. 10,
dated as of July 1, 2008, between PPL ENERGY SUPPLY, LLC, a
limited liability company duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), and THE BANK OF NEW YORK MELLON, a
New York banking corporation, as Trustee (herein called the “Trustee”), under
the Indenture dated as of October 1, 2001 (hereinafter called the “Original
Indenture”), this Supplemental Indenture No. 10 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

       

      The
Original Indenture was authorized, executed and delivered by the Company 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.

       

      As
contemplated by Sections 301 and 1201(f) of the Original Indenture, the Company
wishes to establish a series of Securities to be designated “Senior Notes, 6.30%
Series due 2013” 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 $300,000,000 (such series of
Securities to be hereinafter sometimes called “Series No. 9”).

       

      The
Company has duly authorized the execution and delivery of this Supplemental
Indenture No. 10 to establish the Securities of Series No. 9 and has duly
authorized the issuance of such Securities.  All acts necessary to
make this Supplemental Indenture No. 10 a valid agreement of the Company and to
make the Securities of Series No. 9 valid obligations of the Company have been
performed.

       

      NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE NO. 10 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. 9 as
follows:

       

      ARTICLE
ONE

       

      Ninth
Series of Securities

       

      Section
1. There is
hereby created a series of Securities designated “Senior Notes, 6.30% Series due
2013” 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 $300,000,000.  The form and terms of the Securities of Series No. 9
shall be established in an Officer’s Certificate of the Company, 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. 9, or
any portion of the principal amount thereof, as contemplated by Section 701 of
the 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 premium, if any, 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.

       

      Section
3. The
Company agrees that for so long as any Securities of Series No. 9, shall remain
Outstanding, without consent of the Holders of a majority in principal amount of
the Outstanding Securities of such series, the Company shall not create, incur
or assume any Lien (other than Permitted Liens) upon any property of the
Company, whether now owned or hereafter acquired, in order to secure any Debt of
the Company.  The foregoing agreement shall not restrict the ability
of Subsidiaries or Affiliates of the Company to create, incur or assume any Lien
upon their properties or assets.

       

      Section
4. The
provisions of Section 3 above shall not prohibit the creation, issuance,
incurrence or assumption of any Lien if either:

       

      (A) the
Company shall make effective provision whereby all Securities of Series No. 9
then Outstanding shall be secured equally and ratably with all other Debt then
outstanding under such Lien; or

       

      (B) the
Company shall deliver to the Trustee bonds, notes or other evidences of
indebtedness secured by the Lien which secures such Debt (hereinafter called
“Secured Obligations”) (I) in an aggregate principal amount equal to the
aggregate principal amount of the Securities of Series No. 9 then Outstanding,
(II) maturing (or being subject to mandatory redemption) on such dates and in
such principal amounts that, at each Stated Maturity of the Outstanding
Securities of Series No. 9, there shall mature (or be redeemed) Secured
Obligations equal in principal amount to such Securities then to mature and
(III) containing, in addition to any mandatory redemption provisions applicable
to all Secured Obligations outstanding under such Lien and any mandatory
redemption provisions contained therein pursuant to clause (II) above, mandatory
redemption provisions correlative to the provisions, if any, for the mandatory
redemption (pursuant to a sinking fund or otherwise) of the Securities of Series
No. 9 or for the redemption thereof at the option of the Holder, as well as a
provision for mandatory redemption upon an acceleration of the maturity of all
Outstanding Securities of Series No. 9 following an Event of Default (such
mandatory redemption to be rescinded upon the rescission of such acceleration);
it being expressly understood that such Secured Obligations (X) may, but need
not, bear interest, (Y) may, but need not, contain provisions for the redemption
thereof at the option of the issuer, any such redemption to be made at a
redemption price or prices not less than the principal amount thereof and (Z)
shall be held by the Trustee for the benefit of the Holders of all Securities of
Series No. 9 from time to time Outstanding subject to such terms and conditions
relating to surrender to the Company, transfer restrictions, voting, application
of payments of principal and interest and other matters as shall be set forth in
an indenture supplemental hereto specifically providing for the delivery to the
Trustee of such Secured Obligations.

       

      Section
5. If the
Company shall elect either of the alternatives described in Section 4 above, the
Company shall deliver to the Trustee:

       

      (A) an
indenture supplemental to the Original Indenture (I) together with any
appropriate inter-creditor arrangements, whereby such Securities of Series No. 9
then Outstanding shall be secured by the Lien referred to in Section 4 above
equally and ratably with all other indebtedness secured by such Lien or (II)
providing for the delivery to the Trustee of Secured Obligations;

       

      (B) an
Officer’s Certificate (I) stating that, to the knowledge of the signer, (1) no
Event of Default has occurred and is continuing and (2) no event has occurred
and is continuing which entitles the secured party under such Lien to accelerate
the maturity of the indebtedness outstanding thereunder and (II) stating the
aggregate principal amount of indebtedness issuable, and then proposed to be
issued, under and secured by such Lien; and

       

      (C) an
Opinion of Counsel (I) if the Securities of Series No. 9 then Outstanding are to
be secured by such Lien, to the effect that all such Securities then Outstanding
are entitled to the benefit of such Lien equally and ratably with all other
indebtedness outstanding under such Lien or (II) if Secured Obligations are to
be delivered to the Trustee, to the effect that such Secured Obligations have
been duly issued under such Lien and constitute valid obligations, entitled to
the benefit of such Lien equally and ratably with all other indebtedness then
outstanding under such Lien.

       

      Section
6. The
Company agrees that for so long as any Securities of Series No. 9 shall remain
Outstanding, and except for the sale of the properties and assets of the Company
substantially as an entirety pursuant to Article Eleven of the Original
Indenture, and other than assets required to be sold to conform with
governmental requirements, the Company shall not, and shall not permit any of
its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value
of all such Asset Sales consummated during the four calendar quarters
immediately preceding any date of determination would exceed 15% of the
consolidated assets of the Company and its consolidated Subsidiaries as of the
beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any
such Asset Sale will be disregarded for purposes of the 15% limitation specified
above (i) if any such Asset Sale is in the ordinary course of business, (ii) to
the extent that such assets are worn out or are no longer useful or necessary in
connection with the operation of the business of the Company or its
Subsidiaries, (iii) to the extent such assets are being transferred to a
wholly-owned Subsidiary of the Company, (iv) to the extent any such assets
subject to any such Asset Sale involve transfers of assets of or equity
interests in connection with (a) the formation of any joint venture between the
Company or any of its Subsidiaries and any other entity, or (b) any project
development and acquisition activities, and (v) if the proceeds thereof (a) are,
within 12 months of such Asset Sale, invested or reinvested by the Company or
any Subsidiary in a Permitted Business, (b) are used by the Company or a
Subsidiary to repay Debt of the Company or such Subsidiary, or (c) are retained
by the Company or its Subsidiaries. Additionally, if prior to any Asset Sale
that otherwise would cause the 15% limitation to be exceeded, Moody’s and
S&P confirm the then current long term debt rating of such Securities of
Series No. 9 after giving effect to such Asset Sale, such Asset Sale shall also
be disregarded for purposes of the foregoing limitations.

       

      Section
7. So long
as any Securities of Series No. 9 shall remain Outstanding, the following event
shall be an Event of Default with respect to the Securities of Series No.
9:  the occurrence of a matured event of default, as defined in any
instrument of the Company under which there may be issued or evidenced any Debt
of the Company, that has resulted in the acceleration of such Debt in excess of
$25,000,000, or any default in payment of Debt in excess of $25,000,000 at final
maturity, after the expiration of any applicable grace or cure periods; provided, however, that the
waiver or cure of any such default under any such instrument or Debt shall
constitute a waiver and cure of the corresponding Event of Default under the
Indenture and the rescission and annulment of the consequences thereof shall
constitute a rescission and annulment of the corresponding consequences under
the Indenture.

       

      Section
8. So long
as any Securities of Series No. 9 shall remain Outstanding, for purposes of
Section 1101(a) of the Original Indenture, “corporation” shall be deemed to
refer to a corporation or limited liability company.  For all other
purposes, the definition of “corporation” in Section 101 of the Original
Indenture shall govern.

       

      Section
9. For the
purposes of this Article One, except as otherwise expressly provided or unless
the context otherwise requires:

       

      (A) “Asset
Sale” shall mean any sale of any assets of the Company or its Subsidiaries
including by way of the sale by the Company or any of its Subsidiaries of equity
interests in such Subsidiaries.

       

      (B) “Debt”,
with respect to any Person, means (I) indebtedness of such Person for borrowed
money evidenced by a bond, debenture, note or other similar written instrument
or agreement by which such Person is obligated to repay such borrowed money and
(II) any guaranty by such Person of any such indebtedness of another
Person.  “Debt” does not include, among other things, (W) indebtedness
of such Person under any installment sale or conditional sale agreement or any
other agreement relating to indebtedness for the deferred purchase price of
property or services, (X) any trade obligations (including obligations under
agreements relating to the purchase and sale of any commodity, including power
purchase or sale agreements, and any commodity hedges or derivatives regardless
or whether such transaction is a “financial” or physical transaction) or other
obligations of such Person in the ordinary course of business, (Y) obligations
of such Person under any lease agreement (including any lease intended as
security), whether or not such obligations are required to be capitalized on the
balance sheet of such Person under generally accepted accounting principles, or
(Z) liabilities secured by any Lien on any property owned by such Person if and
to the extent that such Person has not assumed or otherwise become liable for
the payment thereof.

       

      (C) “Lien”
means any lien, mortgage, deed of trust, pledge or security interest, in each
case, intended to secure the repayment of Debt, except for any Permitted
Lien.

       

      (D) “Material
Subsidiary” means PPL Global, LLC, a Delaware limited liability company, PPL
EnergyPlus, LLC, a Delaware limited liability company, or PPL Generation, LLC, a
Delaware limited liability company.

       

      (E) “Moody’s”
means Moody’s Investors Service, Inc. and its successors and assigns, or absent
a successor, or if such entity ceases to rate the Securities of Series No. 9,
such other nationally recognized statistical rating organization as the Company
may designate by notice to the Trustee.

       

      (F) “Permitted
Business” means a business that is the same or similar to the business of the
Company or any Subsidiary as of the date that Securities of Series No. 9 are
first authenticated hereunder, or any business reasonably related
thereto.

       

      (G) “Permitted
Liens” means

       

      (i) any Liens
existing at July 21, 2008;

       

      (ii) any
vendors’ Liens, purchase money Liens and other Liens on property at the time of
acquisition thereof by the Company and Liens to secure or provide for the
construction or improvement of property, provided that no such Lien shall extend
to or cover any other property of the Company;

       

      (iii) any Liens
on cash or securities (other than limited liability company interests issued by
any Material Subsidiary), including any cash or securities on hand or in banks
or other financial institutions, deposit accounts and interests in general or
limited partnerships;

       

      (iv) any Liens
on the equity interest of any Subsidiary that is not a Material
Subsidiary;

       

      (v) any Liens
on property or shares of capital stock, or arising out of any Debt of any
corporation existing at the time the corporation becomes or is merged or
consolidated into the Company;

       

      (vi) any Liens
in connection with the issuance of tax-exempt industrial development or
pollution control bonds or other similar bonds issued pursuant to Section 103(b)
of the Internal Revenue Code of 1986, as amended (or any successor provision),
to finance all or any part of the purchase price of or the cost of constructing,
equipping or improving property, provided that such Liens are limited to the
property acquired or constructed or improved and to substantially unimproved
real property on which such construction or improvement is located; provided, further, that the
Company may further secure all or any part of such purchase price or the cost of
construction or improvement by an interest on additional property of the Company
only to the extent necessary for the construction, maintenance and operation of,
and access to, such property so acquired or constructed or such
improvement;

       

      (vii) any Liens
on contracts, leases and other agreements of whatsoever kind and nature; any
Liens on contract rights, bills, notes and other instruments; any Liens on
revenues, income and earnings, accounts, accounts receivable and unbilled
revenues, claims, credits, demands and judgments; any Liens on governmental and
other licenses, permits, franchises, consents and allowances; and any Liens on
patents, patent licenses and other patent rights, patent applications, trade
names, trademarks, copyrights, claims, credits, choses in action and other
intangible property and general intangibles including, but not limited to,
computer software;

       

      (viii) any Liens
securing Debt which matures less than one year from the date of issuance or
incurrence thereof and is not extendible at the option of the issuer, and any
refundings, refinancings and/or replacements of any such Debt by or with similar
secured Debt;

       

      (ix) any Liens
on automobiles, buses, trucks and other similar vehicles and movable equipment;
vessels, boats, barges and other marine equipment; airplanes, helicopters,
aircraft engines and other flight equipment; parts, accessories and supplies
used in connection with any of the foregoing;

       

      (x) any Liens
on furniture and furnishings, and computers, data processing, data storage, data
transmission, telecommunications and other equipment and facilities, equipment
and apparatus, which, in any case, are used primarily for administrative or
clerical purposes;

       

      (xi) any Liens
on property which is the subject of a lease agreement designating the Company as
lessee and all right, title and interest of the Company in and to such property
and in, to and under such lease agreement, whether or not such lease agreement
is intended as security;

       

      (xii) other
Liens securing Debt the principal amount of which does not exceed 10% of the
total assets of the Company and its consolidated Subsidiaries as shown on the
Company’s most recent audited consolidated balance sheet; and

       

      (xiii) any Liens
granted in connection with extending, renewing, replacing or refinancing, in
whole or in part, the Debt secured by liens described in the foregoing clauses
(i) through (xii), to the extent of such Debt so extended, renewed, replaced or
refinanced.

       

      (H) “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and its successors and assigns, or absent a successor, or if
such entity ceases to rate the Securities of Series No. 9, such other nationally
recognized statistical rating organization as the Company may designate by
notice to the Trustee.

       

      (I) “Subsidiary”
means any corporation a majority of the outstanding Voting Stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company.

       

      (J) “Voting
Stock” means stock (or other interests) of a corporation having voting power for
the election of directors, managers or trustees thereof, whether at all times or
only so long as no senior class of stock has such voting power by reason of any
contingency.

       

      ARTICLE
TWO

       

      Miscellaneous
Provisions

       

      Section
1. This
Supplemental Indenture No. 10 is a supplement to the Original
Indenture.  As supplemented by this Supplemental Indenture No. 10, the
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Supplemental Indenture No. 10 shall together constitute one
and the same instrument.

       

      Section
2. The
recitals contained in this Supplemental Indenture No. 10 shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness and makes no representations as to the validity or sufficiency of
this Supplemental Indenture No. 10.

       

      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. 10 to be duly
executed as of the day and year first written above.

       

      PPL
ENERGY SUPPLY, LLC

       

      By:                                                        


      Name:  James
E. Abel

      Title:  Vice
President and Treasurer

      


      


      


      


      THE
BANK OF NEW YORK MELLON

       

         as
Trustee

       

      By:                                                             


      Name:

      Title: