Supplement, dated as of June 1, 2005, to said Mortgage and Deed of Trust
Contract Categories:
Real Estate
- Mortgage Agreements
EX-4.B12 3 ppl10-k2005exhibit4b12.htm EXHIBIT 4(B)-12 Exhibit 4(b)-12
Exhibit 4(b)-12
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-fourth Supplemental Indenture
Providing among other things for
Amendments to Mortgage
_____________________________
Dated as of June 1, 2005
Seventy-fourth Supplemental Indenture
SEVENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 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-fourth 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-fourth 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 Sixty-ninth Supplemental Indenture Seventieth Supplemental Indenture Seventy-first Supplemental Indenture Seventy-second Supplemental Indenture Seventy-third Supplemental Indenture | August 1, 2001 January 1, 2002 February 1, 2003 May 1, 2003 February 1, 2005 May 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 or are to be 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 | 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, in Section 2 of the Seventy-third Supplemental Indenture, Section 2 of the Seventy-second Supplemental Indenture, Section 2 of the Seventy-first Supplemental Indenture, Section 2 of the Seventieth Supplemental Indenture, Section 3 of the Sixty-eighth Supplemental Indenture, Section 3 of the Sixty-fourth Supplemental Indenture, Section 4 of the Sixty-third Supplemental Indenture, Section 3 of the Sixty-second Supplemental Indenture, Section 4 of the Sixty-first Supplemental Indenture, and Section 3 of the Fifty-ninth Supplemental Indenture, the Company has reserved the right to make such amendments to the Mortgage, as supplemented, as shall be necessary to delete subsection (I) of Section 39 of the Mortgage, and in such sections each holder of bonds now outstanding has consented to such deletion without any other or further action by any holder of such bonds.
The Company further covenants and agrees to and with the Trustee and its successors in said trust under the Indenture, as follows:
ARTICLE I.
Amendments
SECTION 1. Deletion of Maintenance and Replacement Fund Covenant. Pursuant to the rights reserved in the Supplemental Indentures referenced in the last recital above (pursuant to which all of the currently outstanding First Mortgage Bonds were issued), the Company hereby amends the Mortgage to delete subsection (I) of Section 39 of the Mortgage.
ARTICLE II.
Miscellaneous Provisions
SECTION 2. The terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Seventy-fourth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
SECTION 3. Whenever in this Seventy-fourth 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 Seventy-fourth 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 4. 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 Seventy-fourth 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 Seventy-third Supplemental Indentures, shall apply to and form part of this Seventy-fourth 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 Seventy-fourth Supplemental Indenture.
SECTION 5. Nothing in this Seventy-fourth 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 claim under or by reason of this Seventy-fourth Supplemental Indenture or by any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Seventy-fourth 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 6. This Seventy-fourth 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 JAMES E. ABEL, 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 Seventy-fourth 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 DEUTSCHE BANK TRUST COMPANY AMERICAS does hereby constitute and appoint Susan Johnson, a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, to be its attorney for it, and in its name and as and for its corporate act and deed to acknowledge this Seventy-fourth 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.
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 DEUTSCHE BANK TRUST COMPANY AMERICAS 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: James E. Abel
Title: Treasurer
Attest:
Assistant Secretary
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
Name: Susan Johnson
Title: Vice President
Attest:
Rodney Gaughan
Assistant Vice President
COMMONWEALTH OF PENNSYLVANIA | ) |
) ss.: | |
COUNTY OF LEHIGH | ) |
On this ____ day of June, 2005, before me, a notary public, the undersigned officer, personally appeared JAMES E. ABEL, 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
STATE OF NEW YORK | ) |
) ss.: | |
COUNTY OF NEW YORK | ) |
On this ____ day of June, 2005, before me, a notary public, the undersigned officer, personally appeared SUSAN JOHNSON, who acknowledged herself to be a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, 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
Deutsche Bank Trust Company Americas hereby certifies that its precise name and address as Trustee hereunder are:
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trust & Securities Services
60 Wall Street, MS NYC60-2710
New York, New York 10005
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
Name: Susan Johnson
Title: Vice President