SEVENTY-SIXTH SUPPLEMENTAL INDENTURE

Exhibit 4(e)

 

 

PPL ELECTRIC UTILITIES CORPORATION
(formerly PP&L, Inc. and Pennsylvania Power & Light Company)

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly Bankers Trust Company,
successor to Morgan Guaranty Trust Company of New York,
formerly Guaranty Trust Company of New York)

Seventy-sixth Supplemental Indenture

Providing among other things for
First Mortgage Bonds, 6.45% Collateral Series due 2037

Dated as of August 1, 2007

 

 

Seventy-sixth Supplemental Indenture

     SEVENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of the lst day of August, 2007 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 Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers Trust Company), a corporation of the State of New York, whose address is 60 Wall Street, New York, New York 10005 (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 Seventy-sixth 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 Seventy-sixth 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 Morgan Guaranty Trust Company of New York (resigned) under the Indenture, and by Bankers Trust Company accepting said appointment, which instrument was or is to be recorded in various Counties in the Commonwealth of Pennsylvania; and

     WHEREAS, by an amendment to its Articles of Incorporation filed in the office of the Secretary of State of New York, effective April 15, 2002, the Trustee changed its name to Deutsche Bank Trust Company Americas; 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		March 1, 1964
Eighth 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

Designation		Dated as of
Thirteenth Supplemental Indenture		March 1, 1970
Fourteenth Supplemental Indenture		February 1, 1971
Fifteenth Supplemental Indenture		February 1, 1972
Sixteenth Supplemental Indenture		January 1, 1973
Seventeenth Supplemental Indenture		May 1, 1973
Eighteenth Supplemental Indenture		April 1, 1974
Nineteenth Supplemental Indenture		October 1, 1974
Twentieth Supplemental Indenture		May 1, 1975
Twenty-first Supplemental Indenture		November 1, 1975
Twenty-second Supplemental Indenture		December 1, 1976
Twenty-third Supplemental Indenture		December 1, 1977
Twenty-fourth Supplemental Indenture		April 1, 1979
Twenty-fifth Supplemental Indenture		April 1, 1980
Twenty-sixth Supplemental Indenture		June 1, 1980
Twenty-seventh Supplemental Indenture		June 1, 1980
Twenty-eighth Supplemental Indenture		December 1, 1980
Twenty-ninth Supplemental Indenture		February 1, 1981
Thirtieth Supplemental Indenture		February 1, 1981
Thirty-first Supplemental Indenture		September 1, 1981
Thirty-second Supplemental Indenture		April 1, 1982
Thirty-third Supplemental Indenture		August 1, 1982
Thirty-fourth Supplemental Indenture		October 1, 1982
Thirty-fifth Supplemental Indenture		November 1, 1982
Thirty-sixth Supplemental Indenture		February 1, 1983
Thirty-seventh Supplemental Indenture		November 1, 1983
Thirty-eighth Supplemental Indenture		March 1, 1984
Thirty-ninth Supplemental Indenture		April 1, 1984
Fortieth Supplemental Indenture		August 15, 1984
Forty-first Supplemental Indenture		December 1, 1984
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

Designation		Dated as of
Sixty-seventh Supplemental Indenture		June 1, 1999
Sixty-eighth Supplemental Indenture		August 1, 2001
Sixty-ninth Supplemental Indenture		January 1, 2002
Seventieth Supplemental Indenture		February 1, 2003
Seventy-first Supplemental Indenture		May 1, 2003
Seventy-second Supplemental Indenture		February 1, 2005
Seventy-third Supplemental Indenture		May 1, 2005
Seventy-fourth Supplemental Indenture		June 1, 2005
Seventy-fifth Supplemental Indenture		December 1, 2005

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

		Principal				Principal
		Amount				Amount
Series		Issued				Outstanding
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
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			None
8-1/2% Series due 2022			150,000,000			None
Pollution Control Series H			90,000,000			None
6-7/8% Series due 2003			100,000,000			None
7-7/8% Series due 2023			200,000,000			None
5-1/2% Series due 1998			150,000,000			None
6-1/2% Series due 2005			125,000,000			None
6% Series due 2000			125,000,000			None
6-3/4% Series due 2023			150,000,000			None
Pollution Control Series I			53,250,000			None
6.55% Series due 2006			150,000,000			None
7.30% Series due 2024			150,000,000			None
6-7/8% Series due 2004			150,000,000			None
7-3/8% Series due 2014			100,000,000			10,290,000
Pollution Control Series J			115,500,000			None
7.70% Series due 2009			200,000,000			325,000
Pollution Control Series K			55,000,000			None
Short-Term Series A			800,000,000			None
6 1/8% REset Put Securities Series due 2006			200,000,000			None

		Principal				Principal
		Amount				Amount
Series		Issued				Outstanding
Short-Term Series B			600,000,000			None
5-7/8% Series due August 15, 2007			300,000,000			254,866,000
6-1/4% Series due August 15, 2009			500,000,000			485,785,000
3.125% Pollution Control Series due 2008			90,000,000			90,000,000
4.30% Collateral Series due 2013			100,000,000			100,000,000
4.70% Pollution Control Series due 2029			115,500,000			115,500,000
4.75% Pollution Control Series due 2027			108,250,000			108,250,000
4.95% Collateral Series due 2015			100,000,000			100,000,000
5.15% Collateral Series due 2020			100,000,000			100,000,000

which bonds are also sometimes called bonds of the First through Eighty-third 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

     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 a 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 Seventy-sixth Supplemental Indenture, and the terms of the bonds of the Eighty-fourth 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 Deutsche Bank Trust Company Americas, 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 Seventy-fifth Supplemental Indenture (except any

herein or in the Mortgage, as heretofore supplemented, expressly excepted and except any which may not lawfully be mortg