EXHIBIT 4.5
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PPL ELECTRIC UTILITIES CORPORATION
(FORMERLY PP&L, INC. AND PENNSYLVANIA POWER & LIGHT COMPANY)
TO
BANKERS TRUST COMPANY
(SUCCESSOR TO XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
FORMERLY GUARANTY TRUST COMPANY OF NEW YORK)
AS TRUSTEE UNDER PPL ELECTRIC UTILITIES CORPORATION'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF OCTOBER 1, 1945
-----------------------------
SIXTY-EIGHTH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS, 5 7/8% SERIES DUE AUGUST 15, 2007
AND
FIRST MORTGAGE BONDS, 6 1/4% SERIES DUE AUGUST 15, 2009
-----------------------------
DATED AS OF AUGUST 1, 2001
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SIXTY-EIGHTH SUPPLEMENTAL INDENTURE
SIXTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of August,
2001 made and entered into by and between PPL ELECTRIC UTILITIES CORPORATION
(formerly PP&L, Inc. and Pennsylvania Power & Light Company), a corporation of
the Commonwealth of Pennsylvania, whose address is Xxx Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter sometimes called the Company), and
BANKERS TRUST COMPANY, a corporation of the State of New York, whose address is
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the
Trustee), as Trustee under the Mortgage and Deed of Trust, dated as of October
1, 1945 (hereinafter called the Mortgage and, together with any indentures
supplemental thereto, hereinafter called the Indenture), which Mortgage was
executed and delivered by Pennsylvania Power & Light Company to secure the
payment of bonds issued or to be issued under and in accordance with the
provisions of the Mortgage, reference to which said Mortgage is hereby made,
this instrument (hereinafter called the Sixty-eighth Supplemental Indenture)
being supplemental thereto.
WHEREAS, said Mortgage was or is to be recorded in various Counties in the
Commonwealth of Pennsylvania, which Counties include or will include all
Counties in which this Sixty-eighth Supplemental Indenture is to be recorded;
and
WHEREAS, by amendment to its Articles of Incorporation filed in the Office
of the Secretary of State of Pennsylvania on September 12, 1997, the Company
changed its name to PP&L, Inc.; and
WHEREAS, by an amendment to its Articles of Incorporation filed with the
Office of the Secretary of State of Pennsylvania on February 14, 2001, the
Company changed its name to PPL Electric Utilities Corporation; and
WHEREAS, an instrument, dated August 5, 1994, was executed by the Company
appointing Bankers Trust Company as Trustee in succession to said Xxxxxx
Guaranty Trust Company of New York (resigned) under the Indenture, and by
Bankers Trust Company accepting said appointment, which instrument was or is to
be recorded in various Counties in the Commonwealth of Pennsylvania; and
WHEREAS, by the Mortgage the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Indenture and to make subject to the lien of the
Indenture any property thereafter acquired and intended to be subject to the
lien thereof; and
WHEREAS, the Company executed and delivered as supplements to the Mortgage,
the following supplemental indentures:
DESIGNATION DATED AS OF
----------- -----------
First Supplemental Indenture................. July 1, 1947
Second Supplemental Indenture................ December 1, 1948
Third Supplemental Indenture................. February 1, 1950
Fourth Supplemental Indenture................ March 1, 1953
Fifth Supplemental Indenture................. August 1, 1955
Sixth Supplemental Indenture................. December 1, 1961
Seventh Supplemental Indenture............... Xxxxx 0, 0000
Xxxxxx Supplemental Indenture................ June 1, 1966
Ninth Supplemental Indenture................. November 1, 1967
Tenth Supplemental Indenture................. December 1, 1967
Eleventh Supplemental Indenture.............. January 1, 1969
Twelfth Supplemental Indenture............... June 1, 1969
Thirteenth Supplemental Indenture............ March 1, 1970
Fourteenth Supplemental Indenture............ February 1, 1971
Fifteenth Supplemental Indenture............. February 1, 1972
2
DESIGNATION DATED AS OF
----------- -----------
Sixteenth Supplemental Indenture............. January 1, 1973
Seventeenth Supplemental Indenture........... May 1, 1973
Eighteenth Supplemental Indenture............ April 1, 1974
Nineteenth Supplemental Indenture............ October 1, 1974
Twentieth Supplemental Indenture............. May 1, 1975
Twenty-first Supplemental Indenture.......... November 1, 1975
Twenty-second Supplemental Indenture......... December 1, 1976
Twenty-third Supplemental Indenture.......... December 1, 1977
Twenty-fourth Supplemental Indenture......... April 1, 1979
Twenty-fifth Supplemental Indenture.......... April 1, 1980
Twenty-sixth Supplemental Indenture.......... June 1, 1980
Twenty-seventh Supplemental Indenture........ June 1, 1980
Twenty-eighth Supplemental Indenture......... December 1, 1980
Twenty-ninth Supplemental Indenture.......... February 1, 1981
Thirtieth Supplemental Indenture............. February 1, 1981
Thirty-first Supplemental Indenture.......... September 1, 1981
Thirty-second Supplemental Indenture......... April 1, 1982
Thirty-third Supplemental Indenture.......... August 1, 1982
Thirty-fourth Supplemental Indenture......... October 1, 1982
Thirty-fifth Supplemental Indenture.......... November 1, 1982
Thirty-sixth Supplemental Indenture.......... February 1, 1983
Thirty-seventh Supplemental Indenture........ November 1, 1983
Thirty-eighth Supplemental Indenture......... March 1, 1984
Thirty-ninth Supplemental Indenture.......... April 1, 1984
Fortieth Supplemental Indenture.............. August 15, 1984
Forty-first Supplemental Indenture........... December 1, 1984
Forty-second Supplemental Indenture.......... June 15, 1985
Forty-third Supplemental Indenture........... October 1, 1985
Forty-fourth Supplemental Indenture.......... January 1, 1986
Forty-fifth Supplemental Indenture........... February 1, 1986
Forty-sixth Supplemental Indenture........... April 1, 1986
Forty-seventh Supplemental Indenture......... October 1, 1986
Forty-eighth Supplemental Indenture.......... March 1, 1988
Forty-ninth Supplemental Indenture........... June 1, 1988
Fiftieth Supplemental Indenture.............. January 1, 1989
Fifty-first Supplemental Indenture........... October 1, 1989
Fifty-second Supplemental Indenture.......... July 1, 1991
Fifty-third Supplemental Indenture........... May 1, 1992
Fifty-fourth Supplemental Indenture.......... November 1, 1992
Fifty-fifth Supplemental Indenture........... February 1, 1993
Fifty-sixth Supplemental Indenture........... April 1, 1993
Fifty-seventh Supplemental Indenture......... June 1, 1993
Fifty-eighth Supplemental Indenture.......... October 1, 1993
Fifty-ninth Supplemental Indenture........... February 15, 1994
Sixtieth Supplemental Indenture.............. March 1, 1994
Sixty-first Supplemental Indenture........... March 15, 1994
Sixty-second Supplemental Indenture.......... September 1, 1994
Sixty-third Supplemental Indenture........... October 1, 1994
Sixty-fourth Supplemental Indenture.......... August 1, 1995
Sixty-fifth Supplemental Indenture........... April 1, 1997
Sixty-sixth Supplemental Indenture........... May 1, 1998
Sixty-seventh Supplemental Indenture......... June 1, 1999
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which supplemental indentures were or are to be recorded in various Counties in
the Commonwealth of Pennsylvania; and
WHEREAS, the Company executed and delivered its Supplemental Indenture,
dated July 1, 1954, creating a security interest in certain personal property of
the Company, pursuant to the provisions of the Pennsylvania Uniform Commercial
Code, as a supplement to the Mortgage, which Supplemental Indenture was filed in
the Office of the Secretary of the Commonwealth of Pennsylvania on July 1, 1954,
and all subsequent supplemental indentures were so filed; and
WHEREAS, in addition to the property described in the Mortgage, as
heretofore supplemented, the Company has acquired certain other property, rights
and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as supplemented, the following series of First
Mortgage Bonds:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
------ ------ -----------
3% Series due 1975............................ $93,000,000 None
2-3/4% Series due 1977........................ 20,000,000 None
3-1/4% Series due 1978........................ 10,000,000 None
2-3/4% Series due 1980........................ 37,000,000 None
3-1/2% Series due 1983........................ 25,000,000 None
3-3/8% Series due 1985........................ 25,000,000 None
4-5/8% Series due 1991........................ 30,000,000 None
4-5/8% Series due 1994........................ 30,000,000 None
5-5/8% Series due 1996........................ 30,000,000 None
6-3/4% Series due 1997........................ 30,000,000 None
6-1/2% Series due 1972........................ 15,000,000 None
7% Series due 1999............................ 40,000,000 None
8-1/8% Series due June 1, 1999................ 40,000,000 None
9% Series due 2000............................ 50,000,000 None
7-1/4% Series due 2001........................ 60,000,000 None
7-5/8% Series due 2002........................ 75,000,000 None
7-1/2% Series due 2003........................ 80,000,000 None
Pollution Control Series A.................... 28,000,000 None
9-1/4% Series due 2004........................ 80,000,000 None
10-1/8% Series due 1982....................... 100,000,000 None
9-3/4% Series due 2005........................ 125,000,000 None
9-3/4% Series due November 1, 2005............ 100,000,000 None
8-1/4% Series due 2006........................ 150,000,000 None
8-1/2% Series due 2007........................ 100,000,000 None
9-7/8% Series due 1983-1985................... 100,000,000 None
15-5/8% Series due 2010....................... 100,000,000 None
11-3/4% Series due 1984....................... 30,000,000 None
Pollution Control Series B.................... 70,000,000 None
Pollution Control Series C.................... 20,000,000 None
14% Series due December 1, 1990............... 125,000,000 None
15% Series due 1984-1986...................... 50,000,000 None
14-3/4% Series A due 1986..................... 30,000,000 None
14-3/4% Series B due 1986..................... 20,000,000 None
16-1/2% Series due 1987-1991.................. $52,000,000 None
16-1/8% Series due 1992....................... 100,000,000 None
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PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
------ ------ -----------
16-1/2% Series due 1986-1990.................. 92,500,000 None
13-1/4% Series due 2012....................... 100,000,000 None
Pollution Control Series D.................... 70,000,000 None
12-1/8% Series due 1989-1993.................. 50,000,000 None
13-1/8% Series due 2013....................... 125,000,000 None
Pollution Control Series E.................... 37,750,000 None
13-1/2% Series due 1994....................... 125,000,000 None
Pollution Control Series F.................... 115,500,000 None
12-3/4% Series due 2014....................... 125,000,000 None
Pollution Control Series G.................... 55,000,000 None
12% Series due 2015........................... 125,000,000 None
10-7/8% Series due 2016....................... 125,000,000 None
9-5/8% Series due 1996........................ 125,000,000 None
9% Series due 2016............................ 125,000,000 None
9-1/2% Series due 2016........................ 125,000,000 None
9-1/4% Series due 1998........................ 125,000,000 None
9-5/8% Series due 1998........................ 125,000,000 None
10% Series due 2019........................... 125,000,000 None
9-1/4% Series due 2019........................ 250,000,000 None
9-3/8% Series due 2021........................ 150,000,000 None
7-3/4% Series due 2002........................ 150,000,000 28,388,000
8-1/2% Series due 2022........................ 150,000,000 10,911,000
Pollution Control Series H.................... 90,000,000 90,000,000
6-7/8% Series due 2003........................ 100,000,000 18,768,000
7-7/8% Series due 2023........................ 200,000,000 46,213,000
5-1/2% Series due 1998........................ 150,000,000 None
6-1/2% Series due 2005........................ 125,000,000 125,000,000
6% Series due 2000............................ 125,000,000 None
6-3/4% Series due 2023........................ 150,000,000 19,497,000
Pollution Control Series I.................... 53,250,000 53,250,000
6.55% Series due 2006......................... 150,000,000 150,000,000
7.30% Series due 2024......................... 150,000,000 5,805,000
6-7/8% Series due 2004........................ 150,000,000 24,767,000
7-3/8% Series due 2014........................ 100,000,000 10,290,000
Pollution Control Series J.................... 115,500,000 115,500,000
7.70% Series due 2009......................... 200,000,000 325,000
Pollution Control Series K.................... 55,000,000 55,000,000
Short-Term Series A........................... 800,000,000 None
6 1/8% REset Put Securities Series due 2006... 200,000,000 None
Short-Term Series B........................... 200,000,000 None
which bonds are also sometimes called bonds of the First through Seventy-fifth
Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder shall be established by
Resolution of the Board of Directors of the Company and that the form of such
series, as established by said Board of Directors, shall specify the descriptive
title of the bonds and various other terms thereof, and may also contain such
provisions not inconsistent with the provisions of the Indenture as the Board of
Directors may, in its discretion, cause to be inserted therein expressing or
referring to the terms and conditions upon which such bonds are to be issued
and/or secured under the Indenture; and
5
WHEREAS, Section 120 of the Mortgage provides, among other things, that any
power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Indenture, whether such
power, privilege or right is in any way restricted or is unrestricted, may be in
whole or in part waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already restricted, and the
Company may enter into any future covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder, or the Company may
cure any ambiguity contained therein or in any supplemental indenture or may
establish the terms and provisions of any series of bonds other than said First
Series, by an instrument in writing executed and acknowledged by the Company in
such manner as would be necessary to entitle a conveyance of real estate to
record in all of the States in which any property at the time subject to the
lien of the Indenture shall be situated; and
WHEREAS, the Company now desires to create two new series of bonds and to
add to its covenants and agreements contained in the Mortgage, as heretofore
supplemented, certain other covenants and agreements to be observed by it and to
alter and amend in certain respects the covenants and provisions contained in
the Mortgage; and
WHEREAS, the execution and delivery by the Company of this Sixty-eighth
Supplemental Indenture, and the terms of the bonds of the Seventy-sixth and
Seventy-seventh Series, hereinafter referred to, have been duly authorized by
the Board of Directors of the Company by appropriate Resolutions of said Board
of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That PPL Electric Utilities
Corporation, in consideration of the premises and of One Dollar to it duly paid
by the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in further evidence of assurance of
the estate, title and rights of the Trustee and in order further to secure the
payment both of the principal of and interest and premium, if any, on the bonds
from time to time issued under the Indenture, according to their tenor and
effect and the performance of all the provisions of the Indenture (including any
modification made as in the Mortgage provided) and of said bonds, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets
over and confirms (subject, however, to Excepted Encumbrances as defined in
Section 6 of the Mortgage) unto Bankers Trust Company, as Trustee under the
Indenture, and to its successor or successors in said trust, and to said Trustee
and its successors and assigns forever, all property, real, personal and mixed,
of the kind or nature specifically mentioned in the Mortgage, as heretofore
supplemented, or of any other kind or nature, acquired by the Company after the
date of the execution and delivery of the Sixty-seventh Supplemental Indenture
(except any herein or in the Mortgage, as heretofore supplemented, expressly
excepted and except any which may not lawfully be mortgaged or pledged under the
Indenture), now owned or, subject to the provisions of Section 87 of the
Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and wheresoever situated,
including (without in anywise limiting or impairing by the enumeration of the
same the scope and intent of the foregoing) all lands, power sites, flowage
rights, water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of electricity
by steam, water and/or other power; all power houses, gas plants, street
lighting systems, standards and other equipment incidental thereto, telephone,
radio and television systems, air-conditioning systems and equipment incidental
thereto, water works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks, ice
or refrigeration plants and equipment, offices, buildings and other structures
and the equipment thereof; all machinery, engines, boilers, dynamos, electric,
gas and other machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam heat,
gas or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture and chattels; all municipal and other franchises, consents
or permits; all lines for the transmission and distribution of electric current,
gas, steam heat or water for any purpose including towers, poles, wires, cables,
pipes, conduits, ducts and all apparatus for use in connection therewith; all
real estate, lands, easements, servitudes, licenses, permits, franchises,
privileges, rights of way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage, as heretofore
supplemented, expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature appertaining to
and/or used and/or occupied and/or enjoyed in connection with any property
hereinbefore or in the Mortgage, as heretofore supplemented, described;
6
TOGETHER with all and singular the tenements, hereditaments, prescriptions,
servitudes, and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof;
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 87 of the Mortgage and to the extent permitted by law, all the property,
rights, and franchises acquired by the Company (by purchase, consolidation,
merger, donation, construction, erection or in any other way) after the date
hereof, except any herein or in the Mortgage, as heretofore supplemented,
expressly excepted, shall be and are as fully granted and conveyed hereby and as
fully embraced within the lien hereof and the lien of the Indenture, as if such
property, rights and franchises were now owned by the Company and were
specifically described herein and conveyed hereby; and
IT IS HEREBY DECLARED by the Company that all the property, rights and
franchises now owned or hereafter acquired by the Company have been, or are, or
will be owned or acquired with the intention to use the same in carrying on the
business or branches of business of the Company, and it is hereby declared that
it is the intention of the Company that all thereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall (subject to the
provisions of Section 87 of the Mortgage and to the extent permitted by law) be
embraced within the lien of this Sixty-eighth Supplemental Indenture and the
lien of the Indenture;
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Sixty-eighth Supplemental Indenture
and from the lien and operation of the Indenture, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Indenture or
covenanted so to be; (2) goods, wares, merchandise, equipment, apparatus,
materials, or supplies held for the purpose of sale or other disposition in the
usual course of business; fuel, oil and similar materials and supplies
consumable in the operation of any of the properties of the Company;
construction equipment acquired for temporary use; all aircraft, rolling stock,
trolley coaches, buses, motor coaches, automobiles and other vehicles and
materials and supplies held for the purposes of repairing or replacing (in whole
or part) any of the same; all timber, minerals, mineral rights and royalties;
(3) bills, notes and accounts receivable, judgments, demands and choses in
action, and all contracts, leases and operating agreements not specifically
pledged under the Indenture or covenanted so to be; the Company's contractual
rights or other interest in or with respect to tires not owned by the Company;
(4) the last day of the term of any lease or leasehold which may be or become
subject to the lien of the Indenture; and (5) electric energy, gas, steam, ice,
and other materials or products generated, manufactured, produced or purchased
by the Company for sale, distribution or use in the ordinary course of its
business; provided, however, that the property and rights expressly excepted
from the lien and operation of the Indenture in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted in the event
and as of the date that the Trustee or a receiver or trustee shall enter upon
and take possession of the Mortgaged and Pledged Property in the manner provided
in Article XIII of the Mortgage by reason of the occurrence of a Default as
defined in Section 65 thereof, as supplemented by the provisions of this
Sixty-eighth Supplemental Indenture;
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company as aforesaid, or intended so to be, unto
Bankers Trust Company, as Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS for the same purposes and upon the same terms, trusts
and conditions and subject to and with the same provisos and covenants as are
set forth in the Mortgage, as heretofore supplemented, this Sixty-eighth
Supplemental Indenture being supplemental to the Mortgage;
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage, as heretofore
supplemented, shall affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the Company and
the Trustee and the beneficiaries of the trust with respect to said property,
and to the Trustee and its successors as Trustee of said property in the same
manner and with the same effect as if the said property had been owned by the
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Company at the time of the execution of the Mortgage, and had been specifically
and at length described in and conveyed to the Trustee by the Mortgage as a part
of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successors in said trust under the Indenture, as follows:
ARTICLE I.
SEVENTY-SIXTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "First Mortgage
Bonds, 5 7/8% Series due August 15, 2007" (herein sometimes referred to as the
"Seventy-sixth Series"), each of which shall also bear the descriptive title
First Mortgage Bonds, and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Section specified.
Bonds of the Seventy-sixth Series shall be limited to $300 million in aggregate
principal amount, except as provided in Section 16 of the Mortgage, and shall be
issued as fully registered bonds in denominations of One Thousand Dollars and in
any multiple or multiples of One Thousand Dollars; each bond of the
Seventy-sixth Series shall mature on August 15, 2007, shall bear interest at the
rate of 57/8% per annum, payable semi-annually on February 15 and August 15 of
each year; the principal of and interest on each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, and interest on each said bond to be also payable at the office of the
Company in the City of Allentown, Pennsylvania, in such coin or currency of the
United States of America as at the time of payment is legal tender for public
and private debts. Bonds of the Seventy-sixth Series shall be dated as in
Section 10 of the Mortgage provided.
The bonds of the Seventy-sixth Series shall be issued by the Company,
registered in the name of and delivered to The Chase Manhattan Bank, as trustee
(the "2001 Trustee") under an Indenture dated as of August 1, 2001 (the "2001
Indenture"), to provide for the payment when due (whether at maturity, by
acceleration or otherwise) of the principal and interest of the Securities (as
defined in the 2001 Indenture) to be issued from time to time under the 2001
Indenture.
The bonds of the Seventy-sixth Series shall not be transferable by the 2001
Trustee, except to a successor trustee under the 2001 Indenture. [The Company
shall issue stop transfer instructions to such effect to the Trustee and/or any
other transfer agent.] Bonds of the Seventy-sixth Series so transferable to a
successor trustee under the 2001 Indenture may be transferred at the principal
office of the Trustee in the Borough of Manhattan, The City of New York.
Any payment by the Company under the 2001 Indenture of the principal of or
premium, if any, or interest, if any on the securities which shall been
authenticated and delivered under the 2001 Indenture on the basis of the
issuance and delivery to the 2001 Trustee of bonds of the Seventy-sixth Series
(other than by the application of the proceeds of a payment in respect of such
bonds) shall, to the extent hereof, be deemed to satisfy and discharge the
obligation of the Company, if any, to make a payment of principal of, or
premium, or interest on such bonds, as the case may be, which is then due.
The Trustee may conclusively presume that the obligation of the Company to
pay the principal of the bonds of the Seventy-sixth Series as the same shall
become due and payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the 2001 Trustee, signed by
an authorized officer thereof, stating that the principal of specified bonds of
the Seventy-sixth Series has become due and payable and has not been fully paid,
and specifying the amount of funds required to make such payment.
(I) Each holder of a bond of the Seventy-sixth Series consents that the
bonds of the Seventy-sixth Series may be redeemable at the option of the Company
or pursuant to the requirements of the Indenture in whole at any time, or in
part from time to time, prior to maturity, without notice provided in Section 52
of the Mortgage, at the principal amount of the bonds to be redeemed, in each
case, together with accrued interest to the date fixed for redemption by the
Company in a notice delivered on or before the date fixed for redemption by the
Company to the Trustee and to the holders of the bonds to be redeemed.
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(II) The bonds of the Seventy-sixth Series shall also be redeemable, in
whole at any time, or in part from time to time, prior to maturity, at a
redemption price equal to the principal amount thereof, together with accrued
and unpaid interest to the date of payment of such principal amount, upon
receipt by the Trustee of a written notice from the 2001 Trustee (i) delivered
to the Trustee and the Company, (ii) signed by its President or any Vice
President, (iii) stating that an Event of Default has occurred under the 2001
Indenture and is continuing and that, as a result, there then is due and payable
a specified amount with respect to the Securities Outstanding under the 2001
Indenture, for the payment of which the 2001 Trustee has not received funds, and
(iv) specifying the principal amount of the bonds of the Seventy-sixth Series to
be redeemed. Delivery of such notice shall constitute a waiver by the 2001
Trustee of notice of redemption under the Indenture.
(III) At the option of the registered owner, any bonds of the Seventy-sixth
Series, upon surrender thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series, interest
rate, maturity and other terms of other authorized denominations.
Subject to the provisions of the third paragraph of this Section 1, Bonds
of the Seventy-sixth Series shall be transferable, upon the surrender thereof
for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York; provided that such transfer shall not result in
any security being required to be registered under the Securities Act of 1933,
as amended, and an opinion of counsel satisfactory to the Company to such effect
shall have been provided to the Company.
The bonds of the Seventy-sixth Series shall not be redeemable by the
application of cash deposited with the Trustee pursuant to the provisions of
Section 64.
Upon any transfer or exchange of bonds of the Seventy-sixth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other governmental charge, as provided in Section 12 of the Mortgage,
but the Company hereby waives any right to make a charge in addition thereto for
any exchange or transfer of bonds of the Seventy-sixth Series.
ARTICLE II
SEVENTY-SEVENTH SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated "First Mortgage
Bonds, 6 1/4% Series due August 15, 2009" (herein sometimes referred to as the
"Seventy-seventh Series"), each of which shall also bear the descriptive title
First Mortgage Bonds, and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Section specified.
Bonds of the Seventy-seventh Series shall be limited to $500 million in
aggregate principal amount, except as provided in Section 16 of the Mortgage,
and shall be issued as fully registered bonds in denominations of One Thousand
Dollars and in any multiple or multiples of One Thousand Dollars; each bond of
the Seventy-seventh Series shall mature on August 15, 2009, shall bear interest
at the rate of 61/4% per annum, payable semi-annually on February 15 and August
15 of each year; the principal of and interest on each said bond to be payable
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and interest on each said bond to be also payable at the office of the
Company in the City of Allentown, Pennsylvania, in such coin or currency of the
United States of America as at the time of payment is legal tender for public
and private debts. Bonds of the Seventy-seventh Series shall be dated as in
Section 10 of the Mortgage provided.
The bonds of the Seventy-seventh Series shall be issued by the Company,
registered in the name of and delivered to The Chase Manhattan Bank, as trustee
(the "2001 Trustee") under an Indenture dated as of August 1, 2001 (the "2001
Indenture"), to provide for the payment when due (whether at maturity, by
acceleration or otherwise) of the principal and interest of the Securities (as
defined in the 2001 Indenture) to be issued from time to time under the 2001
Indenture.
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The bonds of the Seventy-seventh Series shall not be transferable by the
2001 Trustee, except to a successor trustee under the 2001 Indenture. [The
Company shall issue stop transfer instructions to such effect to the Trustee
and/or any other transfer agent.] Bonds of the Seventy-seventh Series so
transferable to a successor trustee under the 2001 Indenture may be transferred
at the principal office of the Trustee in the Borough of Manhattan, The City of
New York.
Any payment by the Company under the 2001 Indenture of the principal of or
premium, if any, or interest, if any on the Securities which shall been
authenticated and delivered under the 2001 Indenture on the basis of the
issuance and delivery to the 2001 Trustee of bonds of the Seventy-seventh Series
(other than by the application of the proceeds of a payment in respect of such
bonds) shall, to the extent hereof, be deemed to satisfy and discharge the
obligation of the Company, if any, to make a payment of principal of, or
premium, or interest on such bonds, as the case may be, which is then due.
The Trustee may conclusively presume that the obligation of the Company to
pay the principal of the bonds of the Seventy-seventh Series as the same shall
become due and payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the 2001 Trustee, signed by
an authorized officer thereof, stating that the principal of specified bonds of
the Seventy-seventh Series has become due and payable and has not been fully
paid, and specifying the amount of funds required to make such payment.
(I) Each holder of a bond of the Seventy-seventh Series consents that the
bonds of the Seventy-seventh Series may be redeemable at the option of the
Company or pursuant to the requirements of the Indenture in whole at any time,
or in part from time to time, prior to maturity, without notice provided in
Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed,
in each case, together with accrued interest to the date fixed for redemption by
the Company in a notice delivered on or before the date fixed for redemption by
the Company to the Trustee and to the holders of the bonds to be redeemed.
(II) The bonds of the Seventy-seventh Series shall also be redeemable, in
whole at any time, or in part from time to time, prior to maturity, at a
redemption price equal to the principal amount thereof, together with accrued
and unpaid interest to the date of payment of such principal amount, upon
receipt by the Trustee of a written notice from the 2001 Trustee (i) delivered
to the Trustee and the Company, (ii) signed by its President or any Vice
President, (iii) stating that an Event of Default has occurred under the 2001
Indenture and is continuing and that, as a result, there then is due and payable
a specified amount with respect to the Securities Outstanding under the 2001
Indenture, for the payment of which the 2001 Trustee has not received funds, and
(iv) specifying the principal amount of the bonds of the Seventy-seventh Series
to be redeemed. Delivery of such notice shall constitute a waiver by the 2001
Trustee of notice of redemption under the Indenture.
(III) At the option of the registered owner, any bonds of the
Seventy-seventh Series, upon surrender thereof, for cancellation, at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
shall be exchangeable for a like aggregate principal amount of bonds of the same
series, interest rate, maturity and other terms of other authorized
denominations.
Subject to the provisions of the third paragraph of this Section 2, Bonds
of the Seventy-seventh Series shall be transferable, upon the surrender thereof
for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York; provided that such transfer shall not result in
any security being required to be registered under the Securities Act of 1933,
as amended, and an opinion of counsel satisfactory to the Company to such effect
shall have been provided to the Company.
The bonds of the Seventy-seventh Series shall not be redeemable by the
application of cash deposited with the Trustee pursuant to the provisions of
Section 64.
Upon any transfer or exchange of bonds of the Seventy-seventh Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other governmental charge, as provided in Section 12 of the Mortgage,
but the Company hereby waives any right to make a charge in addition thereto for
any exchange or transfer of bonds of the Seventy-seventh Series.
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ARTICLE III.
MISCELLANEOUS PROVISIONS
SECTION 3. The Company reserves the right to make such amendments to the
Mortgage, as supplemented, as shall be necessary in order to delete subsection
(I) of Section 39 of the Mortgage, and each holder of bonds of the Seventy-sixth
Series and Seventy-seventh Series hereby consents to such deletion without any
other or further action by any holder of bonds of the Seventy-sixth Series and
Seventy-seventh Series.
SECTION 4. Majority Vote Amendment. Pursuant to the right reserved in
Section 4 of Fifty-third Supplemental Indenture, the Company hereby amends the
Mortgage, as supplemented, to amend Sections 112, 113, and 116 to read as
described in said Section 4.
SECTION 5. The terms defined in the Mortgage, as heretofore supplemented,
shall, for all purposes of this Sixty-eighth Supplemental Indenture, have the
meanings specified in the Mortgage, as heretofore supplemented.
SECTION 6. Whenever in this Sixty-eighth Supplemental Indenture either of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVI and XVII of the Mortgage, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Sixty-eighth Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and
inure to the respective benefits of the respective successors and assigns of
such parties, whether so expressed or not.
SECTION 7. So long as any bonds of the Seventy-sixth Series and
Seventy-seventh remain Outstanding, unless this provision shall have been waived
in writing by the holders of a majority in aggregate principal amount of bonds
of the Seventy-sixth Series and Seventy-seventh Series Outstanding at the time
of such consent, subdivision (c) of Section 65 of the Mortgage shall read as
follows:
"(c) Failure to pay interest or premium, if any, upon or
principal (whether at maturity as therein expressed or by declaration,
or otherwise) of any Outstanding Qualified Xxxx Xxxxx or of any
outstanding indebtedness secured by any mortgage or other lien (not
included in the term Excepted Encumbrances) prior to the lien of this
Indenture, existing upon any property of the Company which is subject
to the lien and operation of this Indenture continued beyond the
period of grace, if any, specified in such mortgage or Qualified Lien
or other lien securing the same;"
SECTION 8. A breach of a specified covenant or agreement of the Company
contained in this Sixty-eighth Supplemental Indenture shall become a Default
under the Indenture upon the happening of the events provided in Section 65(g)
of the Mortgage with respect to such a covenant or agreement.
SECTION 9. The Trustee hereby accepts the trusts herein declared, provided,
created or supplemented and agrees to perform the same upon the terms and
conditions herein and in the Mortgage, as heretofore supplemented, set forth and
upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Sixty-eighth Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. Each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended by said First
through Sixty-seventh Supplemental Indentures, shall apply to and form part of
this Sixty-eighth Supplemental Indenture with the same force and effect as if
the same were herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform to the
provisions of this Sixty-eighth Supplemental Indenture.
SECTION 10. Nothing in this Sixty-eighth Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the bonds and coupons Outstanding under the Indenture, any right, remedy or
11
claim under or by reason of this Sixty-eighth Supplemental Indenture or by any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this
Sixty-eighth Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and coupons Outstanding under the Indenture.
SECTION 11. This Sixty-eighth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
PPL ELECTRIC UTILITIES CORPORATION does hereby constitute and appoint XXXXX
X. XXXX, Treasurer of PPL ELECTRIC UTILITIES CORPORATION, to be its attorney for
it, and in its name and as and for its corporate act and deed to acknowledge
this Sixty-eighth Supplemental Indenture before any person having authority by
the laws of the Commonwealth of Pennsylvania to take such acknowledgment, to the
intent that the same may be duly recorded, and BANKERS TRUST COMPANY does hereby
constitute and appoint Xxxxx Xx, a Vice President of BANKERS TRUST COMPANY, to
be its attorney for it, and in its name and as and for its corporate act and
deed to acknowledge this Sixty-eighth Supplemental Indenture before any person
having authority by the laws of the Commonwealth of Pennsylvania to take such
acknowledgment, to the intent that the same may be duly recorded.
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IN WITNESS WHEREOF, PPL ELECTRIC UTILITIES CORPORATION has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by its President, one of its Vice Presidents or its Treasurer, and its
corporate seal to be attested by its Secretary or one of its Assistant
Secretaries for and in its behalf, in the City of Allentown, Pennsylvania, and
BANKERS TRUST COMPANY has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by one of its Principals, Vice
Presidents, Trust Officers or Associates, and its corporate seal to be attested
by one of its Vice Presidents, Assistant Vice Presidents, Trust Officers or
Associates, in The City of New York, as of the day and year first above written.
PPL ELECTRIC UTILITIES CORPORATION
By:
------------------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
Attest:
------------------------------------
Assistant Secretary
13
BANKERS TRUST COMPANY
By:
------------------------------------
Name: Xxxxx Xx
Title: Vice President
Attest:
------------------------------------
14
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF LEHIGH )
On this ____ day of August, 2001, before me, a notary public, the
undersigned officer, personally appeared XXXXX X. XXXX, who acknowledged himself
to be the Treasurer of PPL ELECTRIC UTILITIES CORPORATION., a corporation and
that he, as such Treasurer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as Treasurer.
In witness whereof, I hereunto set my hand and official seal.
------------------------------------
Notary Public
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this ___ day of August, 2001, before me, a notary public, the
undersigned officer, personally appeared Xxxxx Xx, who acknowledged herself to
be a Vice President of BANKERS TRUST COMPANY, a corporation and that she, as
such Vice President, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by herself as Vice President.
In witness whereof, I hereunto set my hand and official seal.
------------------------------------
Notary Public
Bankers Trust Company hereby certifies that its precise name and address as
Trustee hereunder are:
Bankers Trust Company
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BANKERS TRUST COMPANY
By:
------------------------------------
Name: Xxxxx Xx
Title: Vice President
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