Exhibit 4(a)-34
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PP&L, INC.
(FORMERLY PENNSYLVANIA POWER & LIGHT COMPANY)
TO
BANKERS TRUST COMPANY
(SUCCESSOR TO XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
FORMERLY GUARANTY TRUST COMPANY OF NEW YORK)
AS TRUSTEE UNDER PP&L, INC.'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF OCTOBER 1, 1945
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SUPPLEMENTAL INDENTURE
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PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS, SERIES
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DATED AS OF ,
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SUPPLEMENTAL INDENTURE
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SUPPLEMENTAL INDENTURE, dated as of the
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day of , made and entered into by and between
---- --------- ----
PP&L, INC. (formerly Pennsylvania Power & Light Company), a
corporation of the Commonwealth of Pennsylvania, whose address is
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000
(hereinafter sometimes called the Company), and BANKERS TRUST
COMPANY (successor to Xxxxxx Guaranty Trust Company of New York,
formerly Guaranty Trust Company of New York), a corporation of
the State of New York, whose address is 0 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the Trustee),
as Trustee under the Mortgage and Deed of Trust, dated as of
October 1, 1945 (hereinafter called the Mortgage and, together
with any indentures supplemental thereto, hereinafter called the
Indenture), which Mortgage was executed and delivered by PP&L,
Inc. to secure the payment of bonds issued or to be issued under
and in accordance with the provisions of the Mortgage, reference
to which said Mortgage is hereby made, this instrument
(hereinafter called the Supplemental Indenture)
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being supplemental thereto;
WHEREAS, said Mortgage was or is to be recorded in
various Counties in the Commonwealth of Pennsylvania, which
Counties include or will include all Counties in which this
Supplemental Indenture is to be recorded; and
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WHEREAS, an instrument, dated August 5, 1994, was
executed by the Company appointing Bankers Trust Company as
Trustee in succession to said Xxxxxx Guaranty Trust Company of
New York (resigned) under the Indenture, and by Bankers Trust
Company accepting said appointment, which instrument was or is to
be recorded in various Counties in the Commonwealth of
Pennsylvania; and
WHEREAS, by an amendment to its Articles of
Incorporation filed with the Office of the Secretary of State of
Pennsylvania on , 1997, the Company changed its name to
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PP&L, Inc.; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Indenture and to make subject to the lien of the
Indenture any property thereafter acquired and intended to be
subject to the lien thereof; and
-2-
WHEREAS, the Company executed and delivered to the
Trustee, as supplements to the Mortgage, the following
supplemental indentures:
Designation Dated as of
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First Supplemental Indenture . . . . July 1, 1947
Second Supplemental Indenture . . . December 1, 1948
Third Supplemental Indenture . . . . February 1, 1950
Fourth Supplemental Indenture . . . March 1, 1953
Fifth Supplemental Indenture . . . . August 1, 1955
Sixth Supplemental Indenture . . . . December 1, 1961
Seventh Supplemental Indenture . . . Xxxxx 0, 0000
Xxxxxx Supplemental Indenture . . . June 1, 1966
Ninth Supplemental Indenture . . . . November 1, 1967
Tenth Supplemental Indenture . . . . December 1, 1967
Eleventh Supplemental Indenture . . January 1, 1969
Twelfth Supplemental Indenture . . . June 1, 1969
Thirteenth Supplemental Indenture . March 1, 1970
Fourteenth Supplemental Indenture . February 1, 1971
Fifteenth Supplemental Indenture . . February 1, 1972
Sixteenth Supplemental Indenture . . January 1, 1973
Seventeenth Supplemental Indenture . May 1, 1973
Eighteenth Supplemental Indenture . April 1, 1974
Nineteenth Supplemental Indenture . October 1, 1974
Twentieth Supplemental Indenture . . May 1, 1975
Twenty-first Supplemental Indenture November 1, 1975
Twenty-second Supplemental Indenture December 1, 1976
Twenty-third Supplemental Indenture December 1, 1977
Twenty-fourth Supplemental Indenture April 1, 1979
Twenty-fifth Supplemental Indenture April 1, 1980
Twenty-sixth Supplemental Indenture June 1, 1980
Twenty-seventh Supplemental Indenture June 1, 1980
Twenty-eighth Supplemental Indenture December 1, 1980
Twenty-ninth Supplemental Indenture February 1, 1981
Thirtieth Supplemental Indenture . . February 1, 1981
Thirty-first Supplemental Indenture September 1, 1981
Thirty-second Supplemental Indenture April 1, 1982
Thirty-third Supplemental Indenture August 1, 1982
Thirty-fourth Supplemental Indenture October 1, 1982
Thirty-fifth Supplemental Indenture November 1, 1982
Thirty-sixth Supplemental Indenture February 1, 1983
Thirty-seventh Supplemental Indenture November 1, 1983
Thirty-eighth Supplemental Indenture March 1, 1984
Thirty-ninth Supplemental Indenture April 1, 1984
Fortieth Supplemental Indenture . . August 15, 1984
Forty-first Supplemental Indenture . December 1, 1984
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Designation Dated as of
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Forty-second Supplemental Indenture June 15, 1985
Forty-third Supplemental Indenture . October 1, 1985
Forty-fourth Supplemental Indenture January 1, 1986
Forty-fifth Supplemental Indenture . February 1, 1986
Forty-sixth Supplemental Indenture . April 1, 1986
Forty-seventh Supplemental Indenture October 1, 1986
Forty-eighth Supplemental Indenture March 1, 1988
Forty-ninth Supplemental Indenture . June 1, 1988
Fiftieth Supplemental Indenture . . January 1, 1989
Fifty-first Supplemental Indenture . October 1, 1989
Fifty-second Supplemental Indenture July 1, 1991
Fifty-third Supplemental Indenture . May 1, 1992
Fifty-fourth Supplemental Indenture November 1, 1992
Fifty-fifth Supplemental Indenture . February 1, 1993
Fifty-sixth Supplemental Indenture . April 1, 1993
Fifty-seventh Supplemental Indenture June 1, 1993
Fifty-eighth Supplemental Indenture October 1, 1993
Fifty-ninth Supplemental Indenture . February 15, 1994
Sixtieth Supplemental Indenture . . March 1, 1994
Sixty-first Supplemental Indenture . March 15, 1994
Sixty-second Supplemental Indenture September 1, 1994
Sixty-third Supplemental Indenture . October 1, 1994
Sixty-fourth Supplemental Indenture August 1, 1995
Sixty-fifth Supplemental Indenture . April 1, 1997
1
which supplemental indentures were recorded in various Counties
in the Commonwealth of Pennsylvania; and
WHEREAS, the Company executed and delivered to the
Trustee its Supplemental Indenture, dated July 1, 1954, creating
a security interest in certain personal property of the Company,
pursuant to the provisions of the Pennsylvania Uniform Commercial
Code, as a supplement to the Mortgage, which Supplemental
Indenture was filed in the Office of the Secretary of the
Commonwealth of Pennsylvania on July 1, 1954, and all subsequent
supplemental indentures were so filed; and
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1 Here shall be inserted future supplemental indentures, if
any.
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WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in
accordance with the provisions of the Mortgage, as supplemented,
the following series of First Mortgage Bonds:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
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3% Series due 1975 . . . . . . $93,000,000 None
2-3/4% Series due 1977 . . . . 20,000,000 None
3-1/4% Series due 1978 . . . . 10,000,000 None
2-3/4% Series due 1980 . . . . 37,000,000 None
3-1/2% Series due 1983 . . . . 25,000,000 None
3-3/8% Series due 1985 . . . . 25,000,000 None
4-5/8% Series due 1991 . . . . 30,000,000 None
4-5/8% Series due 1994 . . . . 30,000,000 None
5-5/8% Series due 1996 . . . . 30,000,000 None
6-3/4% Series due 1997 . . . . 30,000,000 None
6-1/2% Series due 1972 . . . . 15,000,000 None
7% Series due 1999 . . . . . . 40,000,000 None
8-1/8% Series due
June 1, 1999 . . . . . . . . 40,000,000 None
9% Series due 2000 . . . . . . 50,000,000 None
7-1/4% Series due 2001 . . . . 60,000,000 None
7-5/8% Series due 2002 . . . . 75,000,000 None
7-1/2% Series due 2003 . . . . 80,000,000 None
Pollution Control Series A . . 28,000,000 None
9-1/4% Series due 2004 . . . . 80,000,000 None
10-1/8% Series due 1982 . . . 100,000,000 None
9-3/4% Series due 2005 . . . . 125,000,000 None
9-3/4% Series due
November 1, 2005 . . . . . . 100,000,000 None
8-1/4% Series due 2006 . . . . 150,000,000 None
8-1/2% Series due 2007 . . . . 100,000,000 None
9-7/8% Series due 1983-1985 . 100,000,000 None
15-5/8% Series due 2010 . . . 100,000,000 None
11-3/4% Series due 1984 . . . 30,000,000 None
Pollution Control Series B . . 70,000,000 None
Pollution Control Series C . . 20,000,000 None
14% Series due
December 1, 1990 . . . . . 125,000,000 None
15% Series due 1984-1986 . . . 50,000,000 None
14-3/4% Series A due 1986 . . 30,000,000 None
14-3/4% Series B due 1986 . . 20,000,000 None
16-1/2% Series due 1987-1991 . 52,000,000 None
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PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
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16-1/8% Series due 1992 . . .$100,000,000 None
16-1/2% Series due 1986-1990 . 92,500,000 None
13-1/4% Series due 2012 . . . 100,000,000 None
Pollution Control Series D . . 70,000,000 None
12-1/8% Series due 1989-1993 . 50,000,000 None
13-1/8% Series due 2013 . . . 125,000,000 None
Pollution Control Series E . . 37,750,000 None
13-1/2% Series due 1994 . . . 125,000,000 None
Pollution Control Series F . . 115,500,000 None
12-3/4% Series due 2014 . . . 125,000,000 None
Pollution Control Series G . . 55,000,000 None
12% Series due 2015 . . . . . 125,000,000 None
10-7/8% Series due 2016 . . . 125,000,000 None
9-5/8% Series due 1996 . . . . 125,000,000 None
9% Series due 2016 . . . . . . 125,000,000 None
9-1/2% Series due 2016 . . . . 125,000,000 None
9-1/4% Series due 1998 . . . . 125,000,000 None
9-5/8% Series due 1998 . . . . 125,000,000 None
10% Series due 2019 . . . . . 125,000,000 None
9-1/4% Series due 2019 . . . . 250,000,000 $250,000,000
9-3/8% Series due 2021 . . . . 150,000,000 150,000,000
7-3/4% Series due 2002 . . . . 150,000,000 150,000,000
8-1/2% Series due 2022 . . . . 150,000,000 150,000,000
Pollution Control Series H . . 90,000,000 90,000,000
6-7/8% Series due 2003 . . . . 100,000,000 100,000,000
7-7/8% Series due 2023 . . . . 200,000,000 200,000,000
5-1/2% Series due 1998 . . . . 150,000,000 150,000,000
6-1/2% Series due 2005 . . . . 125,000,000 125,000,000
6% Series due 2000 . . . . . . 125,000,000 125,000,000
6-3/4% Series due 2023 . . . . 150,000,000 150,000,000
Pollution Control Series I . . 53,250,000 53,250,000
6.55% Series due 2006 . . . . 150,000,000 150,000,000
7.30% Series due 2024 . . . . 150,000,000 150,000,000
6-7/8% Series due 2004 . . . . 150,000,000 150,000,000
7-3/8% Series due 2014 . . . . 100,000,000 100,000,000
Pollution Control Series J . . 115,500,000 115,500,000
7.70% Series due 2009 . . . . 200,000,000 200,000,000
Pollution Control Series K . . 55,000,000 55,000,000
Short-Term Series A . . . . . 800,000,000 None
2
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2 Here shall be inserted future series of bonds, if any.
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which bonds are also sometimes called bonds of the First through
Series, respectively; and
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WHEREAS, Section 8 of the Mortgage provides that the
form of each series of bonds (other than the First Series) issued
thereunder shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Indenture as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Indenture; and
WHEREAS, Section 120 of the Mortgage provides, among
other things, that any power, privilege or right expressly or
impliedly reserved to or in any way conferred upon the Company by
any provision of the Indenture, whether such power, privilege or
right is in any way restricted or is unrestricted, may be in
whole or in part waived or surrendered or subjected to any
restriction if at the time unrestricted or to additional
restriction if already restricted, and the Company may enter into
any future covenants, limitations or restrictions for the benefit
of any one or more series of bonds issued thereunder, or the
Company may cure any ambiguity contained therein or in any
supplemental indenture or may establish the terms and provisions
of any series of bonds other than said First Series, by an
instrument in writing executed and acknowledged by the Company in
such manner as would be necessary to entitle a conveyance of real
estate to record in all of the States in which any property at
the time subject to the lien of the Indenture shall be situated;
and
WHEREAS, the Company now desires to create
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new series of bonds and to add to its covenants and agreements
contained in the Mortgage, as heretofore supplemented, certain
other covenants and agreements to be observed by it and to alter
and amend in certain respects the covenants and provisions
contained in the Mortgage; and
WHEREAS, the execution and delivery by the Company of
this Supplemental Indenture, and the terms of the
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bonds of the Series, hereinafter referred to, have
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been duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That PP&L,
Inc., in consideration of the premises and of One Dollar to it
duly paid by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby acknowledged,
and in further evidence of assurance of the estate, title and
rights of the Trustee and in order further to secure the payment
-7-
both of the principal of and interest and premium, if any, on the
bonds from time to time issued under the Indenture, according to
their tenor and effect and the performance of all the provisions
of the Indenture (including any modification made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages, pledges,
sets over and confirms (subject, however, to Excepted
Encumbrances as defined in Section 6 of the Mortgage) unto
Bankers Trust Company, as Trustee under the Indenture, and to its
successor or successors in said trust, and to said Trustee and
its successors and assigns forever, all property, real, personal
and mixed, of the kind or nature specifically mentioned in the
Mortgage, as heretofore supplemented, or of any other kind or
nature, acquired by the Company after the date of the execution
and delivery of the Supplemental
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Indenture (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted and except any which may not
lawfully be mortgaged or pledged under the Indenture), now owned
or, subject to the provisions of Section 87 of the Mortgage,
hereafter acquired by the Company (by purchase, consolidation,
merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same the scope and intent of
the foregoing) all lands, power sites, flowage rights, water
rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites,
aqueducts, and all other rights or means for appropriating,
conveying, storing and supplying water; all rights of way and
roads; all plants for the generation of electricity by steam,
water and/or other power; all power houses, gas plants, street
lighting systems, standards and other equipment incidental
thereto, telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, electric, gas
and other machines, regulators, meters, transformers, generators,
motors, electrical, gas and mechanical appliances, conduits,
cables, water, steam heat, gas or other pipes, gas mains and
pipes, service pipes, fittings, valves and connections, pole and
transmission lines, wires, cables, tools, implements, apparatus,
furniture and chattels; all municipal and other franchises,
consents or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for
any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection
therewith; all real estate, lands, easements, servitudes,
licenses, permits, franchises, privileges, rights of way and
other rights in or relating to real estate or the occupancy of
the same and (except as herein or in the Mortgage, as heretofore
supplemented, expressly excepted) all the right, title and
interest of the Company in and to all other property of any kind
or nature appertaining to and/or used and/or occupied and/or
enjoyed in connection with any property hereinbefore or in the
Mortgage, as heretofore supplemented, described.
-8-
TOGETHER with all and singular the tenements,
hereditaments, prescriptions, servitudes, and appurtenances
belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 57 of
the Mortgage) the tolls, rents, revenues, issues, earnings,
income, product and profits thereof, and all the estate, right,
title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and
to the aforesaid property and franchises and every part and
parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage and to the extent
permitted by law, all the property, rights, and franchises
acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) after the
date hereof, except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted, shall be and are as fully
granted and conveyed hereby and as fully embraced within the lien
hereof and the lien of the Indenture, as if such property, rights
and franchises were now owned by the Company and were
specifically described herein and conveyed hereby.
IT IS HEREBY DECLARED by the Company that all the
property, rights and franchises now owned or hereafter acquired
by the Company have been, or are, or will be owned or acquired
with the intention to use the same in carrying on the business or
branches of business of the Company, and it is hereby declared
that it is the intention of the Company that all thereof, except
any herein or in the Mortgage, as heretofore supplemented,
expressly excepted, shall (subject to the provisions of Section
87 of the Mortgage and to the extent permitted by law) be
embraced within the lien of this Supplemental
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Indenture and the lien of the Indenture.
PROVIDED that the following are not and are not
intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of this Supplemental
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Indenture and from the lien and operation of the Indenture, viz:
---
(1) cash, shares of stock, bonds, notes and other obligations and
other securities not hereafter specifically pledged, paid,
deposited, delivered or held under the Indenture or covenanted so
to be; (2) goods, wares, merchandise, equipment, apparatus,
materials, or supplies held for the purpose of sale or other
disposition in the usual course of business; fuel, oil and
similar materials and supplies consumable in the operation of any
of the properties of the Company; construction equipment acquired
for temporary use; all aircraft, rolling stock, trolley coaches,
buses, motor coaches, automobiles and other vehicles and
materials and supplies held for the purposes of repairing or
replacing (in whole or part) any of the same; all timber,
minerals, mineral rights and royalties; (3) bills, notes and
accounts receivable, judgments, demands and choses in action, and
-9-
all contracts, leases and operating agreements not specifically
pledged under the Indenture or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may be or become subject to the lien of
the Indenture; and (5) electric energy, gas, steam, ice, and
other materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; provided, however, that the
property and rights expressly excepted from the lien and
operation of the Indenture in the above subdivisions (2) and (3)
shall (to the extent permitted by law) cease to be so excepted in
the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIII of the
Mortgage by reason of the occurrence of a Default as defined in
Section 65 thereof, as supplemented by the provisions of this
Supplemental Indenture.
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TO HAVE AND TO HOLD all such properties, real, personal
and mixed, granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed
by the Company as aforesaid, or intended so to be, unto Bankers
Trust Company, as Trustee, and its successors and assigns
forever.
IN TRUST NEVERTHELESS for the same purposes and upon
the same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Supplemental
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Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and the
Trustee and the beneficiaries of the trust with respect to said
property, and to the Trustee and its successors as Trustee of
said property in the same manner and with the same effect as if
the said property had been owned by the Company at the time of
the execution of the Mortgage, and had been specifically and at
length described in and conveyed to the Trustee, by the Mortgage
as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with
the Trustee and its successors in said trust under the Indenture,
as follows:
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ARTICLE I3
SERIES OF BONDS
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SECTION 1. There shall be a series of bonds designated
" Series " (herein sometimes referred
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to as the " Series"), each of which shall also bear
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the descriptive title First Mortgage Bonds, and the form thereof,
which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the Series shall be limited to
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$ in aggregate principal amount except as provided in
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Section 16 of the Mortgage and shall mature [on ,
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,]4 and shall be issued as fully registered bonds
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in denominations of One Thousand Dollars and in any multiple or
multiples of One Thousand Dollars; they shall bear interest [at
the rate of % per annum, payable semi-annually on
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and of each year]5; the
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principal of and interest on each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, and interest on each said bond to be also
payable at the office of the Company in the City of Allentown,
Pennsylvania, in such coin or currency of the United States of
America as at the time of payment is legal tender for public and
private debts. Bonds of the Series shall be dated
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as in Section 10 of the Mortgage provided.
6 [(I) Bonds of the Series
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shall be redeemable either at the option of the Company or
pursuant to the requirements of the Indenture in whole at any
time, or in part from time to time, prior to maturity, upon
notice, as provided in Section 52 of the Mortgage, mailed at
least thirty (30) and not more than sixty (60) days prior to the
date fixed for redemption, at the following general redemption
prices, expressed in percentages of the principal amount of the
bonds to be redeemed:
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3 Each supplemental indenture executed after the effectiveness
of the registration statement to which this document is an
exhibit may create more than one series of bonds.
4 Alternative maturity provisions may be substituted for
particular series.
5 Alternative interest rate provisions may be substituted for
particular series.
6 This section will be omitted or changed if the bonds of the
series to which this Supplemental Indenture relates shall
not be subject to redemption or shall be subject to
redemption on terms different from those described herein.
-11-
GENERAL REDEMPTION PRICES
If redeemed during the 12 months period ending ,
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in each case, together with accrued interest to the date fixed
for redemption; provided that no bonds of the
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Series shall be redeemable at the general redemption prices prior
to , , with borrowed funds, or in anticipation
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of funds to be borrowed, having an effective interest cost to the
Company (calculated in accordance with acceptable financial
practice) of less than % per annum. In the case of any
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redemption pursuant to this Section 1(I) prior to ,
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, the Company will deliver to the Trustee at the time of the
----
deposit of any moneys for such redemption, an Officers'
Certificate stating that such redemption will comply with the
limitations set forth in the proviso of the immediately preceding
sentence.
(II) Bonds of the Series shall also be
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redeemable in whole at any time, or in part from time to time,
prior to maturity, upon like notice, by the application (either
at the option of the Company or pursuant to the requirements of
the Indenture) of cash delivered to or deposited with the Trustee
pursuant to the provisions of Section 39 or Section 64 of the
Mortgage or with the Proceeds of Released Property, as defined in
the First Supplemental Indenture, at the following special
redemption prices, expressed in percentages of the principal
amount of the bonds to be redeemed:
SPECIAL REDEMPTION PRICES
If redeemed during the 12 months period ending
,
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in each case, together with accrued interest to the date fixed
for redemption.
The Company covenants that any cash delivered to the
Trustee under the provisions of subsection (I) of Section 39 of
the Mortgage, as supplemented, will not be applied to the
redemption of any bonds of the Series so long as
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any bonds of the Eighth through Tenth, Twelfth through
Nineteenth, Twenty-first through Twenty-fourth, Twenty-ninth,
-12-
Thirty-eighth, Forty-first, Forty-third, Forty-fifth or Forty-
ninth through Series remain Outstanding.]
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7
[(III)] At the option of the registered owner, any
bonds of the Series, upon surrender thereof, for
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cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same
series, interest rate and maturity of other authorized
denominations.
Bonds of the Series shall be
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transferable, upon the surrender thereof for cancellation,
together with a written instrument of transfer in form approved
by the registrar duly executed by the registered owner or by his
duly authorized attorney, at the office or agency of the Company
in the Borough of Manhattan, The City of New York.
Upon any transfer or exchange of bonds of the
Series, the Company may make a charge therefor
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sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 12 of the Mortgage,
but the Company hereby waives any right to make a charge in
addition thereto for any exchange or transfer of bonds of the
Series.
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8 [The holders of bonds of the
Series consent that the Company may, but shall
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not be obligated to, fix a record date for the purpose of
determining the holders of bonds of the Series
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entitled to consent to any amendment, supplement or waiver. If a
record date is fixed, those persons who were holders at such
record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be holders after such
record date. No such consent shall be valid or effective for
more than 90 days after such record date.]
-----------------------
7 Other special terms and provisions may be inserted here,
including any special put or call options.
8 This paragraph may be inserted for any series that may be
issued to the Depositary Trust Company or its nominee.
-13-
ARTICLE II
MAINTENANCE AND REPLACEMENT FUND COVENANT -- DIVIDEND COVENANT --
OTHER RELATED PROVISIONS OF THE MORTGAGE
SECTION 2. Subject to the provisions of Section [3]
hereof, the Company covenants and agrees that the provisions of
Section 39 of the Mortgage, which were to remain in effect so
long as any bonds of the First Series remained Outstanding, shall
remain in full force and effect so long as any bonds of the
Series are Outstanding.
--------------
Clause (d) of subsection (II) of Section 4 of the
Mortgage, as heretofore amended, is hereby further amended by
inserting the words "and Series" after the words
-------------
"and Series" each time such words appear therein.
-------------
Clause (6) and clause (e) of Section 5 of the Mortgage
and Section 29 of the Mortgage, as heretofore amended, are hereby
further amended by inserting therein " " before
-------------
" " each time such words occur therein.
--------------
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION [3]. The Company reserves the right to make
such amendments to the Mortgage, as supplemented, as shall be
necessary in order to delete subsection (I) of Section 39 of the
Mortgage, and each holder of bonds of the Series hereby
---------
consents to such deletion without any other or further action by
any holder of bonds of the Series.
---------
9[SECTION [ ]. Pursuant to the right
reserved in Section 4 of the Thirteenth Supplemental Indenture,
the Company hereby amends the Mortgage, as supplemented, to
insert the provisions described in subsections (A), (B) and (C)
of said Section 4.]
9[SECTION [ ]. Pursuant to the right
reserved in Section 4 of the Fourteenth Supplemental Indenture,
the Company hereby amends the Mortgage, as supplemented, to amend
Article XIX to read as described in said Section 4.]
-------------------
9 This provision may be inserted in a future Supplemental
Indenture.
-14-
9[SECTION [ ]. Pursuant to the right
reserved in Section 3 of the Twenty-second Supplemental
Indenture, the Company hereby amends the Mortgage, as
supplemented, to modify the provisions of Section 4(I) as
described in said Section 3.]
9[SECTION [ ]. Pursuant to the right
reserved in Section 3 of the Seventeenth, Eighteenth, Nineteenth,
Twentieth, Twenty-first, Twenty-third, Twenty-fifth, Twenty-
eighth, Thirty-second, Thirty-fourth, Thirty-fifth, Thirty-
seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first,
Forty-second, Forty-third, Forty-fourth, Forty-fifth, Forty-
sixth, Forty-seventh, Forty-eighth, Forty-ninth, Fiftieth, Fifty-
first, Fifty-second, Fifty-fourth, Fifty-seventh, Fifty-eighth,
Fifty-ninth, Sixty-second, Sixty-fourth, and Sixty-fifth
Supplemental Indentures, Section 4 of the Twenty-second, Twenty-
sixth, Twenty-seventh, Twenty-ninth, Thirty-first, Thirty-third,
Thirty-sixth, Fifty-fifth, Fifty-sixth, Sixtieth, Sixty-first,
and Sixty-third Supplemental Indentures, Section 5 of the Fifty-
third Supplemental Indenture, Section 8 of the Twenty-fourth
Supplemental Indenture, and Section 13 of the Thirtieth
Supplemental Indenture, the Company hereby amends the Mortgage,
as supplemented, as shall be necessary in order to delete
subsection (I) of Section 39 of the Mortgage.]
SECTION [4]. The terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this
Supplemental Indenture, have the meanings
--------------
specified in the Mortgage, as heretofore supplemented.
SECTION [5]. Whenever in this
---------------
Supplemental Indenture either of the parties hereto is named or
referred to, this shall, subject to the provisions of Articles
XVI and XVII of the Mortgage, be deemed to include the successors
and assigns of such party, and all the covenants and agreements
in this Supplemental Indenture contained by or on
--------------
behalf of the Company, or by or on behalf of the Trustee shall,
subject as aforesaid, bind and inure to the respective benefits
of the respective successors and assigns of such parties, whether
so expressed or not.
SECTION [6]. So long as any bonds of the
Series remain Outstanding, unless this provision
--------------
shall have been waived in writing by the holders of seventy per
centum (70%) in aggregate principal amount of bonds of the
Series Outstanding at the time of such consent,
--------------
subdivision (c) of Section 65 of the Mortgage shall read as
follows:
"(c) Failure to pay interest or premium, if any,
upon or principal (whether at maturity as therein
expressed or by declaration, or otherwise) of any
Outstanding Qualified Xxxx Xxxxx or of any outstanding
indebtedness secured by any mortgage or other lien (not
included in the term Excepted Encumbrances) prior to
-15-
the lien of this Indenture, existing upon any property
of the Company which is subject to the lien and
operation of this Indenture continued beyond the period
of grace, if any, specified in such mortgage or
Qualified Lien or other lien securing the same;"
SECTION [7]. A breach of a specified covenant or
agreement of the Company contained in this
--------------
Supplemental Indenture shall become a Default under the Indenture
upon the happening of the events provided in Section 65(g) of the
Mortgage with respect to such a covenant or agreement.
SECTION [8]. The Trustee hereby accepts the trusts
herein declared, provided, created or supplemented and agrees to
perform the same upon the terms and conditions herein and in the
Mortgage, as heretofore supplemented, set forth and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect
--------------
of the recitals contained herein, all of which recitals are made
by the Company solely. Each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended
by said First through Supplemental Indentures, shall
----------
apply to and form part of this Supplemental
---------------
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same
conform to the provisions of this Supplemental
--------------
Indenture.
SECTION [9]. Nothing in this
--------------
Supplemental Indenture, expressed or implied, is intended, or
shall be construed, to confer upon, or to give to, any person,
firm or corporation, other than the parties hereto and the
holders of the bonds and coupons Outstanding under the Indenture,
any right, remedy or claim under or by reason of this
Supplemental Indenture or by any covenant,
--------------
condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in
this Supplemental Indenture contained by or on
--------------
behalf of the Company shall be for the sole and exclusive benefit
of the parties hereto, and of the holders of the bonds and
coupons Outstanding under the Indenture.
SECTION [10]. This Supplemental
--------------
Indenture shall be executed in several counterparts, each of
which shall be an original and all of which shall constitute but
one and the same instrument.
-16-
PP&L, INC. does hereby constitute and appoint
to be its attorney for it, and in its name and as
------------
and for its corporate act and deed to acknowledge this
Supplemental Indenture before any person having
--------------
authority by the laws of the Commonwealth of Pennsylvania to take
such acknowledgment, to the intent that the same may be duly
recorded, and BANKERS TRUST COMPANY does hereby constitute and
appoint to be its attorney for it, and in its name
--------------
and as and for its corporate act and deed to acknowledge this
Supplemental Indenture before any person having
--------------
authority by the laws of the Commonwealth of Pennsylvania to take
such acknowledgment, to the intent that the same may be duly
recorded.
-17-
IN WITNESS WHEREOF, PP&L, INC. has caused its corporate
name to be hereunto affixed, and this instrument to be signed and
sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its Secretary or one of its
Assistant Secretaries for and in its behalf, in the City of
Allentown, Pennsylvania, and BANKERS TRUST COMPANY has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by one of its Vice Presidents or one of its
Trust Officers, and its corporate seal to be attested by one of
its Assistant Vice Presidents, in The City of New York, as of the
day and year first above written.
PP&L, INC.
By
----------------------------
[Vice] President
Attest:
---------------------------------------
[Assistant] Secretary
BANKERS TRUST COMPANY,
as Trustee
By
----------------------------
[Vice President or Trust
Officer]
Attest:
----------------------------------------
Vice President
-00-
XXXXXXXXXXXX XX XXXXXXXXXXXX )
) ss.:
COUNTY OF LEHIGH )
On this day of , , before me, a
----- -------- ----
notary public, the undersigned officer, personally appeared
, who acknowledged himself to be a [Vice]
-------------------
President of PP&L INC., a corporation and that he, 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 as [Vice] President.
In witness whereof, I hereunto set my hand and official
seal.
------------------------------
Notary Public
-00-
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this day of , , before me, a
---- ----------- ----
notary public, the undersigned officer, personally appeared
, who acknowledged himself to be a
-------------------------------
[Vice President or Trust Officer] of BANKERS TRUST COMPANY, a
corporation and that he, as such [Vice President or Trust
Officer], being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the
name of the corporation by himself as [Vice President or Trust
Officer].
In witness whereof, I hereunto set my hand and official
seal.
-----------------------------------------------------------------
Notary Public, State of
-------
No.
-----------
Qualified in
--------------
Commission Expires
--------
Bankers Trust Company hereby certifies that its precise name
and address as Trustee hereunder are:
Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BANKERS TRUST COMPANY
By
----------------------------
[Vice President or Trust
Officer]
