Form of Supplemental Indenture - PPL Capital Funding, Inc.



 EXHIBIT 4.5 
  
 PPL CAPITAL FUNDING, INC., 
 Issuer 
 and 
 PPL CORPORATION, 
 Guarantor 

 TO 
 THE BANK OF NEW
YORK MELLON 
 (as successor Trustee to JPMorgan Chase Bank, N.A. 
 (formerly known as The Chase Manhattan Bank)), 
 Trustee 
  
  
 Supplemental Indenture No.      
 Dated as of
                     
 Supplemental to the Indenture 
 dated as of November 1, 1997 
 Establishing a series of Securities designated 
                      Notes, Series     , due         

 initially 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 MELLON, a New
York banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A., (formerly known as The Chase Manhattan Bank)), as Trustee (herein called the “Trustee”), under the Indenture dated as of November 1, 1997 (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 “                 Notes,
Series     , due         ” 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 1402 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.     . 
 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.     . 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.      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 “                 Notes, Series     , due         ” 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 and the Guarantor, 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. 
 ARTICLE TWO

 Form of Guarantee 
  

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 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 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 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 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 

  

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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 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 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 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. 
  

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 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 as of the day and year first written above. 
  

			
	PPL CAPITAL FUNDING, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	PPL CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 THE BANK OF NEW YORK MELLON,
as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


  

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