PP&L TRANSITION BOND COMPANY LLC,
Issuer
and
THE BANK OF NEW YORK,
Trustee
------------------------------
1999-1 SERIES SUPPLEMENT
Dated as of August 10, 1999
------------------------------
1999-1 SERIES SUPPLEMENT dated as of August 10, 1999 (this
"Supplement"), by and between PP&L TRANSITION BOND COMPANY LLC, a Delaware
limited liability company (the "Issuer"), and THE BANK OF NEW YORK, a New
York banking corporation (the "Trustee"), as Trustee under the Indenture
dated as of August 10, 1999, between the Issuer and the Trustee (the
"Indenture").
PRELIMINARY STATEMENT
Section 9.01 of the Indenture provides, among other things, that the
Issuer and the Trustee may at any time and from time to time enter into one
or more indentures supplemental to the Indenture for the purposes of
authorizing the issuance by the Issuer of a Series of Transition Bonds and
specifying the terms thereof. The Issuer has duly authorized the execution
and delivery of this Supplement and the creation of a Series of Transition
Bonds with an initial aggregate principal amount of $2,420,000,000 to be
known as the Issuer's Transition Bonds, Series 1999-1 (the "Series 1999-1
Transition Bonds"). All acts and all things necessary to make the Series
1999-1 Transition Bonds, when duly executed by the Issuer and authenticated
by the Trustee as provided in the Indenture and this Supplement and issued
by the Issuer, the valid, binding and legal obligations of the Issuer and
to make this Supplement a valid and enforceable supplement to the Indenture
have been done, performed and fulfilled and the execution and delivery
hereof have been in all respects duly and lawfully authorized. The Issuer
and the Trustee are executing and delivering this Supplement in order to
provide for the Series 1999-1 Transition Bonds.
In order to secure the payment of principal of and interest on the
Series 1999-1 Transition Bonds issued and to be issued under the Indenture
and/or any Series Supplement, the Issuer hereby confirms the Grant to the
Trustee for the benefit of the Holders of the Series 1999-1 Transition
Bonds from time to time issued and outstanding, all of the Issuer's right,
title and interest in, to and under the Collateral, including without
limitation, the Intangible Transition Property transferred by the Seller to
the Issuer as of the Initial Transfer Date pursuant to the Sale Agreement
and all proceeds thereof.
The Trustee, on behalf of the Holders of the Series 1999-1 Transition
Bonds, acknowledges the confirmation of such Grant, accepts the trusts
hereunder in accordance with the provisions hereof and agrees to perform
its duties required in the Indenture and this Supplement.
SECTION 1. DEFINITIONS.
All terms used in this Supplement that are defined in the Indenture,
either directly or by reference therein, have the meanings assigned to them
therein, except to the extent such terms are defined or modified in this
Supplement or the context clearly requires otherwise.
SECTION 2. OTHER DEFINITIONAL PROVISIONS.
Authorized Denominations shall mean $1,000 and integral multiples
thereof.
Bond Rate has the meaning set forth in Section 4 of this
Supplement.
Class Final Maturity Date means, with respect to any Class of the
Series 1999-1 Transition Bonds, the final maturity date thereof,
as specified in Section 4 of this Supplement.
Expected Amortization Schedule means Schedule A to this
Supplement.
Expected Final Payment Date means, with respect to any Class of
the Series 1999-1 Transition Bonds, the expected final payment
date therefor, as specified in Section 4 of this Supplement.
Overcollateralization Amount has the meaning set forth in Section
5(d) of this Supplement.
Payment Date has the meaning set forth in Section 5(a) of this
Supplement.
Record Date shall mean, with respect to any Payment Date, the
close of business on the Business Day prior to such Payment Date.
Required Capital Amount has the meaning set forth in Section 5(e)
of this Supplement.
Series Issuance Date has the meaning set forth in Section 3(b) of
this Supplement.
Series Final Maturity Date has the meaning set forth in Section 4
of this Supplement.
SECTION 3. DESIGNATION; SERIES ISSUANCE DATES.
(a) Designation. The Series 1999-1 Transition Bonds shall be
designated generally as the Issuer's Transition Bonds, Series 1999-1 and
further denominated as Classes A-1 through A-8.
(b) Series Issuance Date. The Series 1999-1 Transition Bonds that are
authenticated and delivered by the Trustee to or upon the order of the
Issuer on August 10, 1999 (the "Series Issuance Date") shall have as their
date of authentication August 10, 1999.
SECTION 4. INITIAL PRINCIPAL AMOUNT; BOND RATE; EXPECTED FINAL PAYMENT
DATE; CLASS FINAL MATURITY DATES.
The Transition Bonds of each Class of the Series 1999-1 Transition
Bonds shall have the initial principal amounts, bear interest at the rates
per annum and have Expected Final Payment Dates and Class Final Maturity
Dates as set forth below:
Initial
Principal Bond Expected Final Class Final
Class Amount Rate Payment Date Maturity Date
----- --------- ---- -------------- -------------
A-1 $293,000,000 6.08% March 25, 2001 March 25, 2003
A-2 $178,000,000 6.41% December 26, 2001 December 26, 2003
A-3 $303,000,000 6.60% Xxxxx 00, 0000 Xxxxx 25, 2005
A-4 $201,000,000 6.72% December 26, 2003 December 26, 2005
A-5 $313,000,000 6.83% Xxxxx 00, 0000 Xxxxx 25, 2007
A-6 $223,000,000 6.96% December 26, 2005 December 26, 2007
A-7 $455,000,000 7.05% June 25, 2007 June 25, 2009
A-8 $454,000,000 7.15% December 26, 2008 June 25, 2009
The Bond Rate for Classes X-0, X-0, X-0, X-0, X-0, X-0, A-7 and A-8
shall be computed on the basis of a 360-day year of four 90-day quarters.
SECTION 5. PAYMENT DATES; EXPECTED AMORTIZATION SCHEDULE FOR
PRINCIPAL; INTEREST; OVERCOLLATERALIZATION AMOUNT; REQUIRED CAPITAL
AMOUNT.
(a) Payment Dates. The Payment Dates for each Class of the Series
1999-1 Transition Bonds are March 25, June 25, September 25 and December 26
of each year or, if any such date is not a Business Day, the next
succeeding Business Day, commencing on December 27, 1999 and continuing
until the earlier of repayment of such Class in full and the applicable
Class Final Maturity Date.
(b) Expected Amortization Schedule for Principal. Unless an Event
of Default has occurred and is continuing and the unpaid principal amount
of all Series of Transition Bonds has been declared to be due and payable
together with accrued and unpaid interest thereon, on each Payment Date the
Trustee shall distribute to the Series 1999-1 Transition Bondholders of
record as of the related Record Date amounts payable in respect of the
Series 1999-1 Transition Bonds pursuant to Section 8.02(e) of the Indenture
as principal, in accordance with the Expected Amortization Schedule.
Notwithstanding the foregoing, if one or more Classes did not receive
principal on any prior Payment Date and as a result the aggregate
Outstanding Amount of such Class or Classes was not reduced to the balance
indicated in the Expected Amortization Schedule on such Payment Date, then
such Classes will be allocated funds from the Series 1999-1 Subaccount to
make up such shortfalls in the order in which such amounts were scheduled
to be paid prior to any Classes receiving funds in respect of principal
scheduled to be paid on the current Payment Date; provided, however, that
in no event shall a principal payment pursuant to this Section 5(b) on any
Class on a Payment Date be greater than the amount that reduces the
Outstanding Amount of such Class of Series 1999-1 Transition Bonds to the
amount specified in the Expected Amortization Schedule for such Class and
Payment Date.
(c) Interest. Interest will be payable on each Class of the Series
1999-1 Transition Bonds on each Payment Date in an amount equal to one-
quarter of the product of
(i) the applicable Bond Rate and
(ii) the Outstanding Amount of the related Class of Transition
Bonds as of the close of business on the preceding Payment Date
after giving effect to all payments of principal made to the
holders of the related Class of Series 1999-1 Transition Bonds on
such preceding Payment Date;
provided that, with respect to the initial Payment Date or if no payment
has yet been made, interest on the outstanding principal balance shall
accrue from and including the Series Issuance Date to, but excluding, the
following Payment Date computed on the basis of the actual number of days
elapsed since the Series Issuance Date divided by 360.
(d) Overcollateralization Amount. The Overcollateralization Amount
for the Series 1999-1 Transition Bonds shall be $12,100,000.
(e) Required Capital Amount. The Required Capital Amount for the
Series 1999-1 Transition Bonds shall be $12,100,000.
SECTION 6. AUTHORIZED DENOMINATIONS. The Series 1999-1 Transition
Bonds shall be issuable in the Authorized Denominations.
SECTION 7. REDEMPTION.
(a) Mandatory Redemption. The Series 1999-1 Transition Bonds shall
not be subject to mandatory redemption.
(b) Optional Redemption. The Issuer may redeem the Transition Bonds
of Series 1999-1, at its option, on any Payment Date in accordance with
Section 10.01 of the Indenture if, after giving effect to payments that
would otherwise be made on such Payment Date, the Outstanding Amount of
such Series has been reduced to less than five percent of the initial
principal balance of such Series.
SECTION 8. CREDIT ENHANCEMENT. No credit enhancement (other than
the Overcollateralization Amount, the Required Capital Amount and any
adjustments to the Intangible Transition Charges approved by the PUC as
contemplated in the Servicing Agreement) is provided for the Series 1999-1
Transition Bonds.
SECTION 9. DELIVERY AND PAYMENT FOR THE SERIES 1999-1 TRANSITION
BONDS; FORM OF THE SERIES 1999-1 TRANSITION BONDS. The Trustee shall
deliver the Series 1999-1 Transition Bonds to the Issuer when authenticated
in accordance with Section 2.02 of the Indenture. The Series 1999-1
Transition Bonds of each Class shall be in the form of Exhibits A through H
hereto.
SECTION 10. CONFIRMATION OF INDENTURE. As supplemented by this
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture, as so supplemented by this Supplement, shall be read, taken, and
construed as one and the same instrument.
SECTION 11. COUNTERPARTS. This Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one
and the same instrument.
SECTION 12. GOVERNING LAW. This Supplement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania, without
reference to its conflict of law provisions, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance
with such laws.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the first day of the month and year first above written.
PP&L TRANSITION BOND COMPANY LLC,
as Issuer
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Manager
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf
of the Transition Bondholders,
By: /s/ Xxxxxx X. Laser
------------------------------
Name: Xxxxxx X. Laser
Title: Assistant Vice President
SCHEDULE A
Expected Amortization Schedule
Outstanding Principal Balance
All amounts are in United States Dollars
Payment
Date Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class A-6 Class A-7 Class A-8
----------------------- ---------------------------------------------------------------------------------------------
12/27/99 263,315,284 178,000,000 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/00 201,074,523 178,000,000 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/00 140,987,613 178,000,000 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/00 88,690,386 178,000,000 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/00 36,616,412 178,000,000 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/01 - 148,795,346 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/01 - 85,478,334 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/01 - 29,831,440 303,000,000 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/01 - - 277,308,357 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/02 - - 209,424,797 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/02 - - 145,286,566 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/02 - - 88,534,909 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/02 - - 31,832,576 201,000,000 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/03 - - - 163,274,080 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/03 - - - 96,517,432 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/03 - - - 36,944,118 313,000,000 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/03 - - - - 290,339,977 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/04 - - - - 218,538,788 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/04 - - - - 149,923,675 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/04 - - - - 88,234,499 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/04 - - - - 26,437,199 223,000,000 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/05 - - - - - 176,722,080 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/05 - - - - - 107,969,661 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/05 - - - - - 45,728,103 455,000,000 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/05 - - - - - - 438,304,028 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/06 - - - - - - 362,494,702 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/06 - - - - - - 287,655,428 454,000,000
------------ ------------------------------------------------------------------------------ --------------
9/25/06 - - - - - - 219,322,507 454,000,000
------------ ------------------------------------------------------------------------------ --------------
12/26/06 - - - - - - 150,687,290 454,000,000
------------ ------------------------------------------------------------------------------ --------------
3/25/07 - - - - - - 70,515,210 454,000,000
------------ ------------------------------------------------------------------------------ --------------
6/25/07 - - - - - - - 447,302,056
------------ ------------------------------------------------------------------------------ --------------
9/25/07 - - - - - - - 376,326,600
------------ ------------------------------------------------------------------------------ --------------
12/26/07 - - - - - - - 304,969,223
------------ ------------------------------------------------------------------------------ --------------
3/25/08 - - - - - - - 223,215,871
------------ ------------------------------------------------------------------------------ --------------
6/25/08 - - - - - - - 145,058,241
------------ ------------------------------------------------------------------------------ --------------
9/25/08 - - - - - - - 72,753,715
------------ ------------------------------------------------------------------------------ --------------
12/26/08 - - - - - - - -
------------ ------------------------------------------------------------------------------ --------------
Exhibit A to Series Supplement
REGISTERED $
No. R- _____
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AA 8
THE PRINCIPAL OF THIS CLASS A-1 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-1 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-1.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.08% $293,000,000 March 25, 2001 March 25, 2003
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-1 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this
Series 1999-1, Class A-1 Transition Bond shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-1
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-1 Transition Bond shall be applied first to interest due and
payable on this Class A-1 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-1 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-1
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-1 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-1
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-1 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-1 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-1 Transition Bond represents an interest, consists of Classes,
including the Class A-1 Transition Bonds (herein called the "Class A-1
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-1
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-1 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-1 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-1 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-1 Transition Bonds shall be made pro
rata to the Class A-1 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-1 Transition
Bonds held by them.
Payments of interest on this Class A-1 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-1 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-1 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Series Supplement, except that with
respect to Class A-1 Transition Bonds registered on the Record Date in the
name of a Clearing Agency, payments will be made by wire transfer in
immediately available funds to the account designated by such Clearing
Agency and except for the final instalment of principal and premium, if
any, payable with respect to this Class A-1 Transition Bond on a Payment
Date which shall be payable as provided below. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears
in the Transition Bond Register as of the applicable Record Date without
requiring that this Class A-1 Transition Bond be submitted for notation of
payment. Any reduction in the principal amount of this Class A-1 Transition
Bond (or any one or more predecessor to such Transition Bond) effected by
any payments made on any Payment Date shall be binding upon all future
Holders of this Class A-1 Transition Bond and of any Class A-1 Transition
Bond issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-1 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-1 Transition Bond and shall
specify the place where this Series 1999-1, Class A-1 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-1 Transition Bond at the Bond Rate for Class A-1 to the extent
lawful.
As provided in the Indenture, the Class A-1 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-1 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-1
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-1 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-1 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-1 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-1
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-1 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-1 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-1 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-1 Transition Bond and of any Class A-1
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-1 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-1 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-1 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-1 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-1
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-1 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-1 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-1 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
___________ _________________________*
Signature Guaranteed:
___________ ________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-1 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit B to Series Supplement
REGISTERED $
No. R- _______
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AB 6
THE PRINCIPAL OF THIS CLASS A-2 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-2 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-2.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.41% $178,000,000 December 26, 2001 December 26, 2003
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-2 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this
Series 1999-1, Class A-2 Transition Bond shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-2
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-2 Transition Bond shall be applied first to interest due and
payable on this Class A-2 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-2 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-2
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-2 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-2
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-2 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-2 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-2 Transition Bond represents an interest, consists of Classes,
including the Class A-2 Transition Bonds (herein called the "Class A-2
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-2
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-2 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-2 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-2 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-2 Transition Bonds shall be made pro
rata to the Class A-2 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-2 Transition
Bonds held by them.
Payments of interest on this Class A-2 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-2 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-2 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-2 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-2 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-2 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-2 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-2 Transition Bond and of any Class A-2 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-2 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-2 Transition Bond and shall
specify the place where this Series 1999-1, Class A-2 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-2 Transition Bond at the Bond Rate for Class A-2 to the extent
lawful.
As provided in the Indenture, the Class A-2 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-2 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-2
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-2 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-2 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-2 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-2
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-2 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-2 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-2 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-2 Transition Bond and of any Class A-2
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-2 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-2 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-2 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-2 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-2
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-2 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-2 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-2 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
*
___________ _________________________
Signature Guaranteed:
___________ _________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-2 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit C to Series Supplement
REGISTERED $
No. R- ________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AC 4
THE PRINCIPAL OF THIS CLASS A-3 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-3 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-3.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.60% $303,000,000 March 25, 2003 March 25, 2005
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-3 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this
Series 1999-1, Class A-3 Transition Bond shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-3
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-3 Transition Bond shall be applied first to interest due and
payable on this Class A-3 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-3 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-3
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-3 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-3
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-3 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-3 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-3 Transition Bond represents an interest, consists of Classes,
including the Class A-3 Transition Bonds (herein called the "Class A-3
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-3
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-3 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-3 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-3 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-3 Transition Bonds shall be made pro
rata to the Class A-3 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-3 Transition
Bonds held by them.
Payments of interest on this Class A-3 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-3 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-3 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-3 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-3 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-3 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-3 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-3 Transition Bond and of any Class A-3 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-3 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-3 Transition Bond and shall
specify the place where this Series 1999-1, Class A-3 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-3 Transition Bond at the Bond Rate for Class A-3 to the extent
lawful.
As provided in the Indenture, the Class A-3 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-3 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-3
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-3 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-3 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-3 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-3
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-3 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-3 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-3 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-3 Transition Bond and of any Class A-3
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-3 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-3 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-3 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-3 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-3
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-3 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-3 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-3 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
*
___________ ________________________
Signature Guaranteed:
___________ _________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-3 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit D to Series Supplement
REGISTERED $
No. R- ____________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AD 2
THE PRINCIPAL OF THIS CLASS A-4 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-4 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-4
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.72% $201,000,000 December 26, 2003 December 26, 2005
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-4 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this
Series 1999-1, Class A-4 Transition Bond shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-4
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-4 Transition Bond shall be applied first to interest due and
payable on this Class A-4 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-4 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-4
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-4 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-4
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed,
manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-4 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-4 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-4 Transition Bond represents an interest, consists of Classes,
including the Class A-4 Transition Bonds (herein called the "Class A-4
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-4
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-4 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-4 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-4 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-4 Transition Bonds shall be made pro
rata to the Class A-4 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-4 Transition
Bonds held by them.
Payments of interest on this Class A-4 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-4 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-4 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-4 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-4 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-4 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-4 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-4 Transition Bond and of any Class A-4 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-4 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-4 Transition Bond and shall
specify the place where this Series 1999-1, Class A-4 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-4 Transition Bond at the Bond Rate for Class A-4 to the extent
lawful.
As provided in the Indenture, the Class A-4 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-4 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-4
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-4 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-4 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-4 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-4
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-4 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-4 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-4 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-4 Transition Bond and of any Class A-4
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-4 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-4 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-4 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-4 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-4
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-4 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-4 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-4 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
*
___________ _____________________
Signature Guaranteed:
___________ _____________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-4 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit E to Series Supplement
REGISTERED $
No. R- _________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AE 0
THE PRINCIPAL OF THIS CLASS A-5 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-5 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-5.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.83% $313,000,000 March 25, 2005 March 25, 2007
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-5 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this Series
1999-1, Class A-5 Transition Bond shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-5
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-5 Transition Bond shall be applied first to interest due and
payable on this Class A-5 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-5 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-5
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-5 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-5
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-5 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-5 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-5 Transition Bond represents an interest, consists of Classes,
including the Class A-5 Transition Bonds (herein called the "Class A-5
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-5
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-5 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-5 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-5 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-5 Transition Bonds shall be made pro
rata to the Class A-5 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-5 Transition
Bonds held by them.
Payments of interest on this Class A-5 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-5 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-5 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-5 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-5 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-5 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-5 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-5 Transition Bond and of any Class A-5 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-5 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-5 Transition Bond and shall
specify the place where this Series 1999-1, Class A-5 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-5 Transition Bond at the Bond Rate for Class A-5 to the extent
lawful.
As provided in the Indenture, the Class A-5 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-5 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-5
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-5 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-5 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-5 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-5
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-5 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-5 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-5 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-5 Transition Bond and of any Class A-5
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-5 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-5 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-5 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-5 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-5
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-5 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-5 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-5 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
_________ _________________________*
Signature Guaranteed:
__________ _________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-5 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit F to Series Supplement
REGISTERED $
No. R-_________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AF 7
THE PRINCIPAL OF THIS CLASS A-6 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-6 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-6.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
6.96% $223,000,000 December 26, 2005 December 26, 2007
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-6 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this
Series 1999-1, Class A-6 Transition Bond shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-6
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-6 Transition Bond shall be applied first to interest due and
payable on this Class A-6 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-6 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-6
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-6 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-6
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-6 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-6 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-6 Transition Bond represents an interest, consists of Classes,
including the Class A-6 Transition Bonds (herein called the "Class A-6
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-6
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-6 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-6 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-6 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-6 Transition Bonds shall be made pro
rata to the Class A-6 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-6 Transition
Bonds held by them.
Payments of interest on this Class A-6 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-6 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-6 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Series Supplement, except that with
respect to Class A-6 Transition Bonds registered on the Record Date in the
name of a Clearing Agency, payments will be made by wire transfer in
immediately available funds to the account designated by such Clearing
Agency and except for the final instalment of principal and premium, if
any, payable with respect to this Class A-6 Transition Bond on a Payment
Date which shall be payable as provided below. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears
in the Transition Bond Register as of the applicable Record Date without
requiring that this Class A-6 Transition Bond be submitted for notation of
payment. Any reduction in the principal amount of this Class A-6 Transition
Bond (or any one or more predecessor to such Transition Bond) effected by
any payments made on any Payment Date shall be binding upon all future
Holders of this Class A-6 Transition Bond and of any Class A-6 Transition
Bond issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-6 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-6 Transition Bond and shall
specify the place where this Series 1999-1, Class A-6 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-6 Transition Bond at the Bond Rate for Class A-6 to the extent
lawful.
As provided in the Indenture, the Class A-6 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-6 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-6
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-6 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-6 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-6 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-6
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-6 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-6 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-6 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-6 Transition Bond and of any Class A-6
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-6 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-6 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-6 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-6 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-6
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-6 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-6 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-6 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
__________ _________________________*
Signature Guaranteed:
__________ ________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-6 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit G to Series Supplement
REGISTERED $
No. R- _________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AG 5
THE PRINCIPAL OF THIS CLASS A-7 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-7 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-7.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
7.05% $455,000,000 June 25, 2007 June 25, 2009
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-7 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this Series
1999-1, Class A-7 Transition Bond shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-7
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-7 Transition Bond shall be applied first to interest due and
payable on this Class A-7 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-7 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-7
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-7 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-7
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-7 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-7 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-7 Transition Bond represents an interest, consists of Classes,
including the Class A-7 Transition Bonds (herein called the "Class A-7
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-7
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-7 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-7 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-7 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-7 Transition Bonds shall be made pro
rata to the Class A-7 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-7 Transition
Bonds held by them.
Payments of interest on this Class A-7 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-7 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-7 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-7 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-7 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-7 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-7 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-7 Transition Bond and of any Class A-7 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-7 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-7 Transition Bond and shall
specify the place where this Series 1999-1, Class A-7 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-7 Transition Bond at the Bond Rate for Class A-7 to the extent
lawful.
As provided in the Indenture, the Class A-7 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-7 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-7
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-7 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-7 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-7 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-7
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-7 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-7 Transition Bond may be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-7 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-7 Transition Bond and of any Class A-7
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-7 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-7 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-7 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.
This Class A-7 Transition Bond, the Indenture and the Series
Supplement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-7
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-7 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-7 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-7 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
_________ _______________________*
Signature Guaranteed:
_________ _______________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-7 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
Exhibit H to Series Supplement
REGISTERED $
No. R- ___________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 69350E AH 3
THE PRINCIPAL OF THIS CLASS A-8 TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS CLASS A-8 TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
PP&L TRANSITION BOND COMPANY LLC
TRANSITION BONDS, SERIES 1999-1, CLASS A-8.
Bond Original Principal Expected Final Class Final
Rate Amount Payment Date Maturity Date
7.15 % $454,000,000 December 26, 2008 June 25, 2009
PP&L Transition Bond Company LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the Original Principal
Amount shown above in quarterly instalments on the Payment Dates (as
defined below) and in the amounts specified on the reverse hereof or, if
less, the amounts determined pursuant to Section 8.02(e) of the Indenture,
in each year, commencing on the date determined as provided on the reverse
hereof and ending on or before the Class Final Maturity Date, to pay the
entire unpaid principal hereof on the Class Final Maturity Date and to pay
interest, at the Bond Rate shown above at a fixed rate, on each March 25,
June 25, September 25 and December 26, and or if any such day is not a
Business Day, the next succeeding Business Day, commencing on December 27,
1999 and continuing until the earlier of the payment of the principal
hereof and the Class Final Maturity Date (each a "Payment Date"), on the
principal amount of this Series 1999-1, Class A-8 Transition Bond
outstanding from time to time. Interest will be computed (i) for the first
Payment Date on the basis of the actual number of days elapsed from and
including August 10, 1999, to but excluding such Payment Date, divided by
360 and (ii) for each succeeding Payment Date on the basis of a 360-day
year of four 90-day quarters. Such principal of and interest on this Series
1999-1, Class A-8 Transition Bond shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Series 1999-1, Class A-8
Transition Bond are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public
and private debts. All payments made by the Issuer with respect to this
Class A-8 Transition Bond shall be applied first to interest due and
payable on this Class A-8 Transition Bond as provided above and then to the
unpaid principal of and premium, if any, on this Class A-8 Transition Bond,
all in the manner set forth in Section 8.02(e) of the Indenture.
Reference is made to the further provisions of this Class A-8
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class A-8 Transition
Bond.
Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-8
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an authorized Manager of the Issuer.
Dated: August 10, 1999
PP&L TRANSITION BOND
COMPANY LLC
By:________________________
Name: Xxxxx X. Xxxx
Title: Manager
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: August 10, 1999
This is one of the Class A-8 Transition Bonds of the Series 1999-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee on behalf of the
Transition Bondholders,
By:_______________________
Name:
Title:
REVERSE OF TRANSITION BOND
This Series 1999-1, Class A-8 Transition Bond is one of a duly
authorized issue of Transition Bonds of the Issuer, designated as its
Transition Bonds (herein called the "Transition Bonds"), issued and to be
issued in one or more Series, which Series are issuable in one or more
Classes, and this Series Transition Bond, in which this Series 1999-1,
Class A-8 Transition Bond represents an interest, consists of Classes,
including the Class A-8 Transition Bonds (herein called the "Class A-8
Transition Bonds"), all issued and to be issued under an indenture dated as
of August 10, 1999, and a series supplement thereto dated as of August 10,
1999 (such series supplement, as supplemented or amended, the "Series
Supplement" and, collectively with such indenture, as supplemented or
amended, the "Indenture"), each between the Issuer and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the Collateral property
pledged, the nature and extent of the security, the respective rights,
obligations and immunities thereunder of the Issuer, the Trustee and the
Holders of the Transition Bonds and the terms and conditions under which
additional Transition Bonds may be issued. All terms used in this Class A-8
Transition Bond that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Class A-8 Transition Bonds, the other Classes of Series 1999-1
Transition Bonds and any other Series of Transition Bonds issued by the
Issuer are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture or the Series
1999-1 Supplement.
The principal of this Class A-8 Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account
are available therefor, and only until the outstanding principal balance
thereof on such Payment Date (after giving effect to all payments of
principal, if any, made on such Payment Date) has been reduced to the
principal balance specified in the Expected Amortization Schedule which is
attached to the Series Supplement as Schedule A, unless payable earlier
either because
(i) an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of Transition Bonds representing not less than
a majority of the Outstanding Amount of the Transition Bonds of all
Series have declared the Transition Bonds to be immediately due and
payable in accordance with Section 5.02 of the Indenture, or
(ii) the Issuer, at its option, shall have called for the redemption
of the Series 1999-1 Transition Bonds in whole pursuant to Section
7(b) of the Series Supplement and Section 10.01 of the Indenture.
However, actual principal payments may be made in lesser than expected
amounts and at later than expected times as determined pursuant to Section
8.02(e) of the Indenture. The entire unpaid principal amount of this Series
1999-1, Class A-8 Transition Bond shall be due and payable on the earlier
of the Class Final Maturity Date hereof and the Redemption Date, if any,
herefor. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds shall be due and payable, if not then previously
paid, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Transition Bonds of all
Series representing not less than a majority of the Outstanding Amount of
the Transition Bonds have declared the Transition Bonds to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture.
All principal payments on the Class A-8 Transition Bonds shall be made pro
rata to the Class A-8 Transition Bondholders entitled thereto based on the
respective principal amounts of the Series 1999-1, Class A-8 Transition
Bonds held by them.
Payments of interest on this Class A-8 Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium,
if any, due on this Class A-8 Transition Bond on such Payment Date shall be
made by check mailed first-class, postage prepaid, to the Person whose name
appears as the Registered Holder of this Class A-8 Transition Bond (or one
or more predecessor of such Transition Bond) in the Transition Bond
Register as of the close of business on the Record Date or in such other
manner as may be provided in the Supplement, except that with respect to
Class A-8 Transition Bonds registered on the Record Date in the name of a
Clearing Agency, payments will be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency and
except for the final instalment of principal and premium, if any, payable
with respect to this Class A-8 Transition Bond on a Payment Date which
shall be payable as provided below. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears in the
Transition Bond Register as of the applicable Record Date without requiring
that this Class A-8 Transition Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-8 Transition Bond (or
any one or more predecessor to such Transition Bond) effected by any
payments made on any Payment Date shall be binding upon all future Holders
of this Class A-8 Transition Bond and of any Class A-8 Transition Bond
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-8 Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
second preceding Record Date to such Payment Date by notice mailed no later
than five days prior to such final Payment Date and shall specify that such
final instalment will be payable to the Registered Holder hereof as of the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of this Class A-8 Transition Bond and shall
specify the place where this Series 1999-1, Class A-8 Transition Bond may
be presented and surrendered for payment of such instalment.
The Issuer shall pay interest on overdue instalments of interest on
this Class A-8 Transition Bond at the Bond Rate for Class A-8 to the extent
lawful.
As provided in the Indenture, the Class A-8 Transition Bonds may be
redeemed, in whole, but not in part, in certain circumstances as provided
in Section 7(b) of the Series Supplement.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-8 Transition Bond may be
registered in the Transition Bond Register upon surrender of this Class A-8
Transition Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or his attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution, and thereupon one or more new Class A-8 Transition Bonds of
any Authorized Denominations and in the same aggregate initial principal
amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange
of this Class A-8 Transition Bond, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this
Class A-8 Transition Bond, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name this Class A-8
Transition Bond is registered (as of the day of determination) as the owner
hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Class A-8 Transition Bond and for all other
purposes whatsoever, whether or not this Class A-8 Transition Bond be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding
Amount of the Transition Bonds of all Series, on behalf of the Holders of
all the Transition Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Class A-8 Transition Bond (or any one of more predecessor of such
transition bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A-8 Transition Bond and of any Class A-8
Transition Bond issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-8 Transition Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Transition
Bonds issued thereunder.
The term "Issuer" as used in this Series 1999-1, Class A-8 Transition
Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Holders of Transition Bonds under the Indenture.
The Class A-8 Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Supplement,
subject to certain limitations therein set forth.
This Class A-8 Transition Bond, the Indenture and the Supplement shall
be construed in accordance with the laws of the Commonwealth of
Pennsylvania, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Class A-8
Transition Bond or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Class A-8 Transition Bond at the times, place, and
rate, and in the coin or currency herein prescribed.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___
(name and address of assignee)
the within Class A-8 Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(name and address of appointee)
attorney, to transfer said Class A-8 Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
________ _______________________*
Signature Guaranteed:
_________ _______________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class
A-8 Transition Bond in every particular, without alteration,
enlargement or any change whatsoever.
