Exhibit 4(a)


    
      Exhibit
        4(a)

       

      
        

         


      


      
 

      


      PPL
        ENERGY SUPPLY, LLC,

      Issuer

       

      TO

       

      JPMORGAN
        CHASE BANK, N.A.,

      (formerly
        known as The Chase Manhattan Bank),

      Trustee

       

      _________

       

      Supplemental
        Indenture No. 3

       

      Dated
        as of October 15, 2005

       

      Supplemental
        to the Indenture

      dated
        as of October 1, 2001

       

      Establishing
        a series of Securities designated

      5.70%
        REset Put Securities (“REPSSM”)
        due 2035

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

       

      


      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SUPPLEMENTAL
        INDENTURE NO. 3,
        dated
        as of October 15, 2005 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 JPMORGAN
        CHASE BANK, N.A.,
        a
        national banking association (formerly known as The Chase Manhattan Bank),
        as
        Trustee (herein called the “Trustee”), under the Indenture dated as of October
        1, 2001 (hereinafter called the “Original Indenture”), this Supplemental
        Indenture No. 3 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 “5.70% REset Put
        Securities (“REPSSM”)
        due
        2035” 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. 4.”

       

      The
        Company has duly authorized the execution and delivery of this Supplemental
        Indenture No. 3 to establish the Securities of Series No. 4 and has
        duly
        authorized the issuance of such Securities; and all acts necessary to make
        this
        Supplemental Indenture No. 3 a valid agreement of the Company and to make
        the
        Securities of Series No. 4 valid obligations of the Company have been
        performed.

       

      NOW,
        THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 3
        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. 4,
        as
        follows:

       

      ARTICLE
        ONE


       

      Fourth
        Series of Securities

       

      Section
        1.  There
        is
        hereby created a series of Securities designated “5.70% REset Put Securities
        (“REPSSM”)
        due
        2035 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. 4
        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. 4,
        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. 4
        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. 4 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. 4 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. 4, 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. 4 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. 4 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. 4 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. 4 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;
        and

       

      (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. 4 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. 4 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. 4 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. 4 shall remain Outstanding, the following
        event shall be an Event of Default with respect to the Securities of Series
        No.
        4: 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. 4 shall remain Outstanding, for purposes
        of
        Section 1101(a) of the 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 (A) 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
        (B) 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. 4, 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. 4
        are
        first authenticated hereunder, or any business reasonably related
        thereto.

       

      (G)  “Permitted
        Liens” means 

       

      (i)  any
        Liens
        existing at October 26, 2005;

       

      (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.4, 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. 3 is a supplement to the Original Indenture. As
        supplemented by this Supplemental Indenture No. 3, the Indenture is in all
        respects ratified, approved and confirmed, and the Original Indenture and
        this
        Supplemental Indenture No. 3 shall together constitute one and the same
        instrument.

       

      Section
        2.  The
        recitals contained in this Supplemental Indenture No. 3 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. 3.

       

      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. 3 to be duly
        executed, and their respective seals to be hereunto affixed and attested,
        all as
        of the day and year first written above.

       

      PPL
        ENERGY SUPPLY, LLC

       

      By:_____________________________________

      Name:
        James E. Abel

      Title:
        Vice President and Treasurer

      [SEAL]

       

      ATTEST:

       

       

      JPMORGAN
        CHASE BANK, N.A.,

       

         as
        Trustee

       

      By:_____________________________________

      Name:

      Title:

      [SEAL]

       

      ATTEST: