exv4w32



 





EXHIBIT
4.32




 





PPL ENERGY SUPPLY, LLC,

Issuer




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                      
                                        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, 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




          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 “                    % 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.                     .”




          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; and all acts necessary to make this Supplemental Indenture No.                      a valid agreement of
the Company and to make the Securities of Series No.                      valid obligations of the Company have been
performed.




          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE No.                      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




                     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 form
and terms of the Securities of Series No.                      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.                     , 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 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. So long as any Securities of Series No.                      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 4. [Additional covenants and other provisions]




ARTICLE TWO




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.




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




          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 seals to be hereunto affixed and attested, all as of the day
and year first written above.




	 	 	 	 	 
	 	PPL ENERGY SUPPLY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[SEAL]



ATTEST:




                                                              
                  




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

   as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[SEAL]



ATTEST:




                                                              
                  





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