exv4w29



 





EXHIBIT
4.29



PPL CAPITAL FUNDING, INC.,

Issuer


and


PPL CORPORATION,

Guarantor


TO


THE BANK OF NEW YORK,

Trustee


 




Supplemental Indenture No.                     


Dated as of                     


Supplemental to the Subordinated Indenture

dated as of                     


Establishing a series of Securities designated

                    % Subordinated Debentures, Series                     


limited in aggregate principal amount to $                    



 









 





     SUPPLEMENTAL INDENTURE No.                     , dated as of                      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 Trustee (herein called the “Trustee”), under the Subordinated Indenture
dated as of                      (hereinafter called the “Original Indenture”), this Supplemental Indenture No.                     
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 “___% Subordinated Debentures, Series ___” 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 $                    , such series of Securities to be
hereinafter sometimes called “Series No. ___.”



     As contemplated by Section 201 and 1415 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. 1.



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



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE No. 1 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. ___, as follows:



 









 





ARTICLE ONE




First Series of Securities




          Section 1. There is hereby created a series of Securities designated “___% Subordinated
Debentures, Series ___” 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 $___. The forms and
terms of the Securities of Series No. ___shall be established in an Officers’ 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. ___, or any portion of the
principal amount thereof, as contemplated by Section 701 of the Original Indenture, the Company
shall not deliver an Officers’ 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 Officers’
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. [Additional covenants and other provisions]




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ARTICLE TWO




Form of Guarantee




          Guarantees to be endorsed on the Securities of Series No. ___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 premium, if any, 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 (including any change to increase any premium payable
upon redemption 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



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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 premium, if any, 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,
premium, if any, 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 obligations evidenced by this Guarantee are, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in full
of all Senior Indebtedness (as defined in the Indenture) of the Guarantor, and this
Guarantee is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of a Security upon which this Guarantee is endorsed, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance
of the subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such Holder upon said provisions.




     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 premium, if any, 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



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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. ___is a supplement to the Original Indenture. As
supplemented by this Supplemental Indenture No. ___, the Indenture is in all respects ratified,
approved and confirmed, and the Original Indenture and this Supplemental Indenture No. ___shall
together constitute one and the same instrument.




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




          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.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. ___to be
duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of
the day and year first written above.




	 	 	 	 	 	 	 
	 	 	PPL CAPITAL FUNDING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PPL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 







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