Exhibit 4(b)-20
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-second
Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 4.70% Pollution Control Series due
2029
_____________________________
Dated as of
February 1, 2005
SEVENTY-SECOND
SUPPLEMENTAL INDENTURE
SEVENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the lst day
of February, 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-second
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-second
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
|
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
|
|
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
|
|
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
|
69,434,000
|
|
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
|
53,250,000
|
|
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
|
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
|
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
|
which bonds are also sometimes called bonds of the First through
Seventy-ninth 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-second Supplemental Indenture, and the terms of the bonds
of the Eightieth 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-first 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 (b
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