exhibit4b.htm


    Exhibit
4(b)

     

    


     

    
      


    

    


     

     

    PPL
ELECTRIC UTILITIES CORPORATION

     

     

    TO

     

    THE BANK
OF NEW YORK MELLON,

     

    


     

    Trustee

     

    


    


    


    


    _____________________________

     

    Supplemental
Indenture No. 10

    Dated
as of May 1, 2009

    


     

    _____________________________

     

    Supplemental
to the Indenture

    dated
as of August 1, 2001

    


     

    _____________________________

     

    Establishing
Terms of

    


    First
Mortgage Bonds, 6.25% Series due 2039

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Supplemental
Indenture No. 10

     

    SUPPLEMENTAL
INDENTURE No. 10, dated as of the 1st day of May, 2009, made and entered into by
and between PPL ELECTRIC UTILITIES CORPORATION, a corporation of the
Commonwealth of Pennsylvania, having its principal corporate offices at Two
North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called
the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation,
having its corporate trust office at 101 Barclay Street, 4th Floor, New York,
New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under
the Indenture, dated as of August 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 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 to provide security for the payment of the
principal of and premium, if any, and interest, if any, on such
Securities.

     

    The
Company has heretofore executed and delivered to the Trustee Supplemental
Indentures for the purposes recited therein and for the purpose of creating
series of securities as set forth in Schedule A hereto.

     

    Pursuant
to Article Three of the Original Indenture, the Company wishes to establish a
twelfth series of Securities, such series of Securities to be hereinafter
sometimes called “Securities of the Twelfth Series.”

     

    As
contemplated in Section 301 of the Original Indenture, the Company further
wishes to establish the designation and certain terms of the Securities of the
Twelfth Series.  The Company has duly authorized the execution and
delivery of this Supplemental Indenture No. 10 to establish the designation and
certain terms of the Securities of the Twelfth Series and has duly authorized
the issuance of such Securities; and all acts necessary to make this
Supplemental Indenture No. 10 a valid agreement of the Company, and to make the
Securities of the Twelfth Series valid obligations of the Company, have been
performed.

     

    In
addition, the Issuer has identified defective cross-references in Sections
104(b)(ii)(3) and 1603(b)(ii)(10) of the Original Indenture and wishes to make
corrections pursuant to Section 1301(l) of the Original Indenture.

     

    NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 10 WITNESSETH, that, 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 the Holders of the Securities of the Twelfth Series, as
follows:

     

    ARTICLE
ONE.


     

    Twelfth
Series Of Securities

     

    SECTION
101.   There is
hereby created a series of Securities designated “First Mortgage Bonds, 6.25%
Series due 2039,” and the Securities of such series shall have the terms
provided therefor in this Article One of this Supplemental Indenture No. 10,
shall be limited in aggregate principal amount (except as contemplated in
Section 301(b) of the Original Indenture) to $300,000,000, and shall have such
terms as are hereby established for such Securities of the Twelfth Series as
contemplated in Section 301 of the Original Indenture.  The form or
forms and additional terms of the Securities of the Twelfth Series shall be
established in an Officer’s Certificate of the Company, as contemplated by
Section 201 of the Original Indenture.

     

    SECTION
102.   Covenants.  So long
as any Securities of the Twelfth Series shall remain Outstanding, the following
shall be an additional covenant of the Company under the
Indenture:  So long as any Securities of the Twelfth Series shall
remain Outstanding, the Company shall not cause or permit the Release Date to be
established, as contemplated in Section 1811 of the Original
Indenture.

     

    SECTION
103.   Satisfaction and
Discharge.  The Company hereby agrees that, if the Company
shall make any deposit of money and/or Eligible Obligations with respect to any
Securities of the Twelfth Series, or any portion of the principal amount
thereof, as contemplated by Section 801 of the Indenture, the Company shall not
deliver an Officer’s Certificate described in clause (z) in the first paragraph
of said Section 801 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 retain 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 801), 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 801; provided, however, that such instrument may
state that the obligation of the Company to make additional deposits as
aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof (which opinion shall be obtained at the expense
of the Company); or

     

    (b) an
Opinion of Counsel to the effect that the Holders of such Securities, or
portions of the principal and 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.


     

    Amendment

     

    SECTION
201.   Amendment of Original
Indenture.

     

    Section
104(b)(ii)(3) of the Original Indenture is hereby modified to read in its
entirety as follows:

     

    “(3)     the
principal amount of any Security or Securities, or portion of such principal
amount, not theretofore so added and which the Company then elects so to add,
(I) which shall theretofore have been delivered to the Trustee as the basis of
the release of Funded Property retired or (II) the right to the authentication
and delivery of which under the provisions of Section 1604 shall at any time
theretofore have been waived under Section 1803(d)(iii) as the basis of the
release of Funded Property retired;

     

    Section
1603(b)(ii)(10) of the Original Indenture is hereby modified to read in its
entirety as follows:

     

    “(10)     
if any property included in such Property Additions is subject to a Lien of the
character described (I) in clause (f) of the definition of Permitted Liens,
stating that such Lien does not, in the judgment of the signers, materially
impair the use by the Company of the Mortgaged Property considered as a whole,
or (II) in clause (i)(ii) of the definition of Permitted Liens, stating that
such Lien does not, in the judgment of the signers, materially impair the use by
the Company of such property for the purposes for which it is held by the
Company or (III) in clause (p)(ii) of the definition of Permitted Liens, stating
that the enforcement of such Lien would not, in the judgment of the signers,
adversely affect the interests of the Company in such property in any material
respect;”

    


    ARTICLE
THREE.


     

    Miscellaneous
Provisions

     

    SECTION
301.   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 the
Indenture.

     

    SECTION
302.   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.

     

    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
      ELECTRIC UTILITIES CORPORATION

               

              By           _________________________________________

                             
      Name:     James E. Abel

                              Title:       Treasurer

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	
              THE
      BANK OF NEW YORK MELLON, as Trustee

               

              By           _________________________________________

                             
      Name:

                             
      Title:

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              COMMONWEALTH
      OF PENNSYLVANIA

               

              COUNTY
      OF LEHIGH

            	
              )

              )    ss.:

              )

            


    

    


    On this
__th day of May, 2009, before me, a notary public, the undersigned, personally
appeared James E. Abel, who acknowledged himself to be the Treasurer of PPL
ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania and that he, as such Treasurer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as Treasurer.

     

    In
witness whereof, I hereunto set my hand and official seal.

     

    
      	 
      	
              _________________________

              Notary
      Public

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              STATE
      OF NEW YORK

               

              COUNTY
      OF NEW YORK

            	
              )

              )    ss.:

              )

            


    

    


     

    On this
__th day of May, 2009, before me, a notary public, the undersigned, personally
appeared _________________, who acknowledged himself/herself to be
_______________ of THE BANK OF NEW YORK MELLON, a corporation and that he/she,
as Vice President, being authorized to do so, executed the foregoing instrument
for the purposes therein contained, by signing the name of the corporation by
herself as Vice President.

     

    In
witness whereof, I hereunto set my hand and official seal.

     

    
      	 
      	
              By:  _________________________

                      Notary
      Public

            


    

    


     

    The Bank
of New York Mellon hereby certifies that its precise name and address as Trustee
hereunder are:

     

    The Bank
of New York Mellon

    Global
Structured Finance

    101
Barclay Street, 4th Floor

    New York,
New York 10286

    Attn:  Global
Americas

     

     

    
      	 
      	
              THE
      BANK OF NEW YORK MELLON, as Trustee

               

              By:  _________________________________________

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    SCHEDULE
A

     

    
      	
              Supplemental Indenture
      No.

            	
              Dated as
      of

            	
              Series

            	
              Series
      Designation

            	
              Principal
      Amount Authorized

            	
              Principal
      Amount Issued

            	
              Principal
      Amount Outstanding1

            
	
              1

            	
              August
      1, 2001

            	
              First

            	
              Senior
      Secured Bonds,

              5
      7/8% Series due 2007

            	
              $300,000,000

            	
              $300,000,000

            	
              None

            
	
              1

            	
              August
      1, 2001

            	
              Second

            	
              Senior
      Secured bonds,

              6
      1⁄4% Series due 2009

            	
              $500,000,000

            	
              $500,000,000

            	
              $485,785,000

            
	
              2

            	
              February
      1, 2003

            	
              Third

            	
              Senior
      Secured Bonds, 3.125% Pollution Control Series due 2008

            	
              $90,000,000

            	
              $90,000,000

            	
              None

            
	
              3

            	
              May
      1, 2003

            	
              Fourth

            	
              Senior
      Secured Bonds, 4.30% Series due 2013

            	
              $100,000,000

            	
              $100,000,000

            	
              $100,000,000

            
	
              4

            	
              February
      1, 2005

            	
              Fifth

            	
              Senior
      Secured Bonds, 4.70% Pollution Control Series due 2029

            	
              $115,500,000

            	
              $115,500,000

            	
              $115,500,000

            
	
              5

            	
              May
      1, 2005

            	
              Sixth

            	
              Senior
      Secured Bonds, 4.75% Pollution Control Series due 2027

            	
              $108,250,000

            	
              $108,250,000

            	
              $108,250,000

            
	
              6

            	
              December
      1, 2005

            	
              Seventh

            	
              Senior
      Secured Bonds, 4.95% Series due 2015

            	
              $100,000,000

            	
              $100,000,000

            	
              $100,000,000

            
	
              6

            	
              December
      1, 2005

            	
              Eighth

            	
              Senior
      Secured Bonds, 5.15% Series due 2020

            	
              $100,000,000

            	
              $100,000,000

            	
              $100,000,000

            
	
              7

            	
              August
      1, 2007

            	
              Ninth

            	
              Senior
      Secured Bonds, 6.45% Series due 2037

            	
              $250,000,000

            	
              $250,000,000

            	
              $250,000,000

            
	
              8

            	
              October
      1, 2008

            	
              Tenth

            	
              Senior
      Secured Bonds, 7.125% Series due 2013

            	
              $400,000,000

            	
              $400,000,000

            	
              $400,000,000

            
	
              9

            	
              October
      1, 2008

            	
              Eleventh

            	
              Senior
      Secured Bonds, Variable Rate Pollution Control Series 2008

            	
              $90,000,000

            	
              $90,000,000

            	
              $90,000,000

            


    

    


    


    


    


    


    

      

    

      
      1   As
of May 1, 2009.