Form of Supplemental Indenture - PPL Electric Utilities Corporation



 Exhibit 4.14 
  
  
  
 PPL ELECTRIC UTILITIES CORPORATION 
 TO 
 THE BANK OF NEW YORK MELLON 
 (as successor 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 August 1, 2001 
  
  
 Establishing Terms of 

 Senior Secured Bonds,         % Series due
             
  
  
  







 SUPPLEMENTAL INDENTURE NO.     

 SUPPLEMENTAL INDENTURE No.     , dated as of
                     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 (as successor to JPMorgan Chase Bank, N.A.
(formerly known as The Chase Manhattan Bank)), a New York banking corporation, whose address is 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.      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
             series of Securities, such series of Securities to be hereinafter sometimes called “Securities of the
             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              Series. The Company has duly authorized the execution and delivery
of this Supplemental Indenture No.              to establish the designation and certain terms of the Securities of the
             Series, and has duly authorized the issuance of such Securities. All acts necessary to make this Supplemental Indenture No.
             a valid agreement of the Company, and to make the Securities of the              Series valid obligations of the
Company, have been performed. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO.
             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              Series, as follows: 
 ARTICLE ONE 
             
Series of Securities 
 SECTION 101. Securities of the             
Series. There is hereby created a series of Securities designated “Senior Secured Bonds,         % Series due             ,” and the
Securities of such series shall have the terms provided therefor in this Article One of this Supplemental Indenture No.     , shall be limited in aggregate principal amount (except as contemplated in Section 301(b) of the
Original Indenture) to $            , and shall have such terms as are hereby established for such Securities of the             
Series as contemplated in Section 301 of the Original Indenture. The form or forms and additional terms of the Securities of the              Series shall be established in an
Officer’s Certificate of the Company, as contemplated by Section 301 of the Original Indenture. 
 SECTION 102. Covenants. 

 [So long as any Securities of the              Series shall remain Outstanding,
each of the following shall be an additional covenant of the Company under the Indenture: 







 (a) After the date of the first authentication of Securities of the
             Series, the Company shall not issue additional Class A Bonds under the PPL 1945 Mortgage except for Class A Bonds (i) to replace mutilated, destroyed, lost or
stolen Class A Bonds of the same series or to effect transfers, exchanges, or partial redemptions, payments or retirements of Class A Bonds; (ii) to be delivered to the Trustee under the Indenture; or (iii) to refund or refinance
outstanding Class A Bonds. 
 (b) So long as any Securities of the
             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. [Release of Mortgaged Property. 
 So long as any Securities of the              Series shall remain Outstanding, any Officer’s Certificate delivered pursuant to Section 1803(b) of
the Original Indenture shall also state that (except in any case where a Governmental Authority has lawfully ordered the Company to divest itself of such property) such release is, in the judgment of the signers, desirable in the conduct of the
business of the Company.] 
 SECTION 104. 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              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. 
 SECTION 105. Trustee to Hold Class A Bonds In New York. So long as any Securities of the
             Series remain Outstanding, the Trustee shall hold in the State of New York all Class A Bonds delivered to and to be held by it pursuant to Sections 1602 and 1701 of the
Indenture; provided that the Trustee may hold such Class A Bonds in another jurisdiction if it receives an Opinion of Counsel to the effect that the perfection and priority of the security interest, if any, created by the last sentence of such
Section 1701 will continue in such other jurisdiction and notifies the Company of such change in jurisdiction. 
  

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 ARTICLE TWO 
 Miscellaneous Provisions 
 SECTION 201. 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 the Indenture. 
 SECTION 202. 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.     . 
 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 ELECTRIC UTILITIES CORPORATION
		
	By	 	  

	Name:	 	
	Title:	 	


  

 4 









			
	THE BANK OF NEW YORK MELLON
		
	By	 	  

	Name:	 	
	Title:	 	


  

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	COMMONWEALTH OF PENNSYLVANIA	 	)	  	
		 	)	  	ss.:
	COUNTY OF LEHIGH	 	)	  	

 On this      day of
            ,         , before me, a notary public, the undersigned, personally appeared
            , who acknowledged himself to be the [Treasurer] of PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of Pennsylvania and that [he/she], 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/herself] as [Treasurer]. 
 In witness whereof, I hereunto set my hand and official seal. 
  

	
	  

	Notary Public


  

 6 









					
	STATE OF NEW YORK	 	)	  	
		 	)	  	ss.:
	COUNTY OF NEW YORK	 	)	  	

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

  

			
	THE BANK OF NEW YORK MELLON
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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 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 November , 2008