Exhibit 4(b)
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)
As Trustee under PPL
Electric Utilities Corporation’s
Mortgage and Deed of
Trust,
Dated as of October 1,
1945
_____________________________
Seventy-fifth Supplemental Indenture
Providing among other things
for
First Mortgage Bonds, 4.95%
Collateral Series due December 15, 2015, and
First Mortgage Bonds, 5.15%
Collateral Series due December 15, 2020
_____________________________
Dated as of December 1,
2005
Seventy-fifth Supplemental Indenture
SEVENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as
of December 1, 2005 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-fifth 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-fifth 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
|
|
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
|
|
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
|
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:
|
Series
|
Principal
Amount
Issued
|
Principal
Amount
Outstanding
|
|
|
|
|
|
3% Series due
1975
|
$93,000,000
|
None
|
|
2-3/4% Series
due 1977
|
20,000,000
|
None
|
|
|
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
|
|
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
|
146,000,000
|
|
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
|
|
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
|
which bonds are
also sometimes called bonds of the First through Eighty-first
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 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 Seventy-fifth Supplemental Indenture, and the terms
of the bonds of the Eighty-second and Eighty-third 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 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;
TOGETHER with all and singular the tenements,
hereditaments, prescriptions, servitudes, and appurtenances
belonging or in anywise appertaining to the aforesaid
proper
|