PENNSYLVANIA POWER & LIGHT COMPANY
TO
BANKERS TRUST COMPANY
(successor to Morgan Guaranty Trust Company of New York,
formerly Guaranty Trust Company of New York)
As Trustee under Pennsylvania Power & Light
Company's Mortgage and Deed of Trust,
Dated as of October 1, 1945
_____________________________
Sixty-Fourth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, Pollution Control Series K
_____________________________
Dated as of August 1, 1995
SIXTY-FOURTH SUPPLEMENTAL INDENTURE
SIXTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day
of August, 1995 made and entered into by and between 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 BANKERS TRUST COMPANY (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, formerly GUARANTY TRUST COMPANY OF NEW
YORK), a corporation of the State of New York, whose address is 4
Albany Street, New York, New York 10006 (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-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 Sixty-fourth
Supplemental Indenture is to be recorded; 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 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
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 $30,000,000
6-3/4% Series due 1997 30,000,000 30,000,000
6-1/2% Series due 1972 15,000,000 None
7% Series due 1999 40,000,000 40,000,000
8-1/8% Series due June 1, 1999 40,000,000 40,000,000
9% Series due 2000 50,000,000 None
7-1/4% Series due 2001 60,000,000 60,000,000
7-5/8% Series due 2002 75,000,000 75,000,000
7-1/2% Series due 2003 80,000,000 80,000,000
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 $55,000,000
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 250,000,000 250,000,000
9-3/8% Series due 2021 150,000,000 150,000,000
7-3/4% Series due 2002 150,000,000 150,000,000
8-1/2% Series due 2022 150,000,000 150,000,000
Pollution Control Series H 90,000,000 90,000,000
6-7/8% Series due 2003 100,000,000 100,000,000
7-7/8% Series due 2023 200,000,000 200,000,000
5-1/2% Series due 1998 150,000,000 150,000,000
6-1/2% Series due 2005 125,000,000 125,000,000
6% Series due 2000 125,000,000 125,000,000
6-3/4% Series due 2023 150,000,000 150,000,000
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 150,000,000 150,000,000
6-7/8% Series due 2004 150,000,000 150,000,000
7-3/8% Series due 2014 100,000,000 100,000,000
Pollution Control Series J 115,500,000 115,500,000
7.70% Series due 2009 200,000,000 200,000,000
which bonds are also sometimes called bonds of the First through
Seventy-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 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
Sixty-fourth Supplemental Indenture, and the terms of the bonds
of the Seventy-second 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 Pennsyl-
vania Power & Light Company, 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-third 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 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.
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-fourth 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-fourth 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-fourth 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-fourth 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 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-second Series of Bonds
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series K" (herein sometimes referred to as the
"Seventy-second 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-second Series shall be limited to
$55,000,000 in aggregate principal amount except as provided in
Section 16 of the Mortgage and shall mature on August 1, 2029,
and shall be issued as fully registered bonds in denominations of
Five Thousand Dollars and in any multiple or multiples of Five
Thousand Dollars; they shall bear interest at the rate of 6.15%
per annum, payable semi-annually on February 1 and August 1 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 City of
Philadelphia, 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-second
Series shall be dated as in Section 10 of the Mortgage provided.
(I) On and after August 1, 2005, bonds of the Seventy-
second Series shall be redeemable, prior to maturity, at the
option of the Company in whole at any time, or in part in such
principal amount as may be directed by the Company from time to
time, upon notice, as provided in Section 52 of the Mortgage,
mailed at least forty-five (45) days prior to the date fixed for
redemption unless the registered owner shall agree to accept a
shorter notice, at the following redemption prices, expressed in
percentages of the principal amount of the bonds to be redeemed:
Optional
Redemption
Price
Redemption Period
August 1, 2005 through July 31, 2006 102%
August 1, 2006 through July 31, 2007 101
August 1, 2007 and thereafter 100
in each case, together with accrued interest to the date fixed
for redemption.
(II) Bonds of the Seventy-second Series shall also be
redeemable in whole at any time, or in part in such principal
amount as an Officers' Certificate received by the Trustee shall
state is identical to the principal amount of 1995 Series A Bonds
(as hereinafter defined) being redeemed pursuant to Extraordinary
Optional Redemption (a) referred to in such 1995 Series A Bonds
from time to time, prior to maturity, upon like notice, by the
application (either at the option of the Company or pursuant to
the requirements of the Indenture) of cash delivered to or
deposited with the Trustee pursuant to the provisions of Section
64 of the Mortgage at the redemption price of 100% of the
principal amount of the bonds to be redeemed in each case,
together with accrued interest to the date fixed for redemption.
(III) Bonds of the Seventy-second Series shall also be
redeemable at the option of the Company in whole at any time
prior to maturity upon like notice whenever the Company shall
elect to deliver and the Trustee shall receive an Officers'
Certificate certifying that the Company has, within the preceding
90 days, merged or consolidated with another corporation having
capital stock and surplus (including retained earnings) of at
least $50,000,000 as of any date (hereinafter called the
"Financial Date") within 180 days prior to the effective date of
such merger or consolidation, such Officers' Certificate to be
accompanied by a certified copy of the document effecting the
merger or consolidation, and a balance sheet of such other
corporation certified by such other corporation's chief financial
officer or an independent certified public accountant as of the
Financial Date. Any such redemption shall be at the redemption
price of 100% of the principal amount of the bonds to be
redeemed, together with accrued interest to the date fixed for
redemption.
(IV) In the event that any Pollution Control Revenue
Refunding Bonds, 1995 Series A (Pennsylvania Power & Light
Company Project), issued under the Trust Indenture dated as of
May 1, 1973, as supplemented (hereinafter called the "Trust
Indenture") by the Lehigh County Industrial Development Authority
(hereinafter called the "Authority")(such Bonds herein called
"1995 Series A Bonds") are to be redeemed in accordance with
Section 5.06 of the Ninth Supplemental Indenture to the Trust
Indenture, bonds of the Seventy-second Series in a principal
amount equal to the principal amount of the 1995 Series A Bonds
so to be redeemed, shall be redeemed by the Company, on the date
fixed for redemption of such bonds of the Seventy-second Series,
at the redemption price of 100% of the principal amount of the
bonds to be redeemed, together with accrued interest to the date
fixed for redemption.
The Trustee may conclusively presume that no redemption of
bonds of the Seventy-second Series is required pursuant to the
first paragraph of this subsection (IV) unless and until it shall
have received a written notice from the trustee under the Trust
Indenture, stating that the 1995 Series A Bonds are to be
redeemed in accordance with such Section 5.06 of the Ninth
Supplemental Indenture to the Trust Indenture and specifying the
principal amount of the 1995 Series A Bonds so to be redeemed and
specifying a date for the redemption of an equal principal amount
of the bonds of the Seventy-second Series, which shall be a date
within 90 days from the date of such written notice but not
earlier than 80 days from the receipt of such written notice by
the Trustee.
(V) Bonds of the Seventy-second Series shall be redeemed in
whole whenever the Trustee shall receive a written demand
(hereinafter called "Default Redemption Demand") from the trustee
under the Trust Indenture for redemption stating that the
principal of all bonds then outstanding under the Trust Indenture
has been declared to be immediately due and payable pursuant to
the provisions of Section 9.02 thereof. The Trustee shall within
10 days of receiving the Default Redemption Demand mail a copy to
the Company stamped or otherwise marked to show the date of
receipt by the Trustee. The Company shall fix a redemption date
and shall mail the Trustee notice of such selection at least 30
days prior to the date so selected. Such redemption date may be
any day not more than 180 days after the receipt of the Default
Redemption Demand by the Trustee. If the Trustee does not
receive notice of such selection by the Company within 150 days
after the Default Redemption Demand was received by the Trustee,
then the redemption date shall be the 180th day after such
receipt. The Trustee shall mail notice of the redemption date
(hereinafter called the "Default Redemption Notice") to the
trustee under the Trust Indenture not more than 10 nor less than
5 days prior to the date fixed for redemption. The Trustee shall
not mail any Default Redemption Notice (and no such redemption
shall be made) if the Trustee receives a written cancellation of
the Default Redemption Demand from the trustee under the Trust
Indenture prior to the mailing of the Default Redemption Notice.
Notwithstanding the provisions of Section 52 of the Mortgage,
the holders of bonds of the Seventy-second Series by the
acceptance of such bonds waive 30 days notice of any redemption
pursuant to this subsection (V). Any such redemption shall be at
the redemption price of 100% of the principal amount of the bonds
to be redeemed, together with accrued interest to the date fixed
for redemption.
(VI) The Company hereby waives its right to have any notice
of redemption pursuant to subsection (IV) or (V) of this Section
1 state that such notice is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for
redemption. Notwithstanding the provisions of Section 52 of the
Mortgage, any such notice under such subsections shall not be
conditional.
The Company covenants that any cash delivered to the Trustee
under the provisions of subsection (I) of Section 39 of the
Mortgage, as supplemented, will not be applied to the redemption
of any bonds of the Seventy-second Series so long as any bonds of
the Ninth through Tenth, Twelfth through Thirteenth, Fifteenth
through Seventeenth, Forty-fifth or Fifty-fourth through Seventy-
first Series remain Outstanding.
(VII) At the option of the registered owner, any bonds of
the Seventy-second 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 and maturity of other authorized
denominations.
Bonds of the Seventy-second 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.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Seventy-second Series.
For the purposes of subsections (IV) and (V) of this Section
1, a demand from the trustee under the Trust Indenture shall be
executed on behalf of such trustee by its President or a Vice
President or a Trust Officer and shall be deemed received by the
Trustee when delivered at its corporate trust office in the
Borough of Manhattan, The City of New York. The Trustee may
conclusively rely as to the truth of the statements contained
therein, upon any such demand.
ARTICLE II
Maintenance and Replacement Fund
Covenant -- Dividend Covenant --
Other Related Provisions of the Mortgage
SECTION 2. Subject to the provisions of Section 3 hereof,
the Company covenants and agrees that the provisions of Section
39 of the Mortgage, which were to remain in effect so long as any
bonds of the First Series remained Outstanding, shall remain in
full force and effect so long as any bonds of the Seventy-second
Series are Outstanding.
Clause (d) of subsection (II) of Section 4 of the Mortgage,
as heretofore amended, is hereby further amended by inserting the
words "and Seventy-second Series" after the words "and Seventy-
first Series" each time such words appear therein.
Clause (6) and clause (e) of Section 5 of the Mortgage and
Section 29 of the Mortgage, as heretofore amended, are hereby
further amended by inserting therein "Seventy-second," before
"Seventy-first," each time such words occur therein.
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-second Series
hereby consents to such deletion without any other or further
action by any holder of bonds of the Seventy-second Series.
SECTION 4. The terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Sixty-fourth
Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.
SECTION 5. Whenever in this Sixty-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 Sixty-
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 6. A breach of a specified covenant or agreement of
the Company contained in this Sixty-fourth 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 7. 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-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 Sixty-third Supplemental Indentures, shall apply to
and form part of this Sixty-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 Sixty-fourth Supplemental Indenture.
SECTION 8. Nothing in this Sixty-fourth Supplemental Inden-
ture, 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 Sixty-fourth Supplemental
Indenture or by any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Sixty-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 9. This Sixty-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.
PENNSYLVANIA POWER & LIGHT COMPANY does hereby constitute
and appoint JOHN R. BIGGAR, Vice President - Finance and
Treasurer of PENNSYLVANIA POWER & LIGHT COMPANY, to be its
attorney for it, and in its name and as and for its corporate act
and deed to acknowledge this Sixty-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 BANKERS TRUST
COMPANY does hereby constitute and appoint JAMES MCDONOUGH, Trust
Officer 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-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, PENNSYLVANIA POWER & LIGHT COMPANY has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President or one of its
Vice Presidents, 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 Vice
Presidents or one of its Trust Officers, and its corporate seal
to be attested by one of its Assistant Treasurers, in The City of
New York, as of the day and year first above written.
PENNSYLVANIA POWER & LIGHT COMPANY
By______________________________
Vice President
Attest:
_______________________________________
Assistant Secretary
BANKERS TRUST COMPANY, as Trustee
By___________________________________
Trust Officer
Attest:
________________________________________
Assistant Treasurer
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF LEHIGH )
I HEREBY CERTIFY that on this 4th day of August, A.D. 1995,
before me, the subscriber, a Notary Public of the Commonwealth
aforesaid, commissioned for the City of Allentown, in the County
of Lehigh, personally appeared JOHN R. BIGGAR, Vice President -
Finance and Treasurer of PENNSYLVANIA POWER & LIGHT COMPANY,
known to me to be the attorney named in the foregoing Indenture,
and by virtue and in pursuance of the authority therein conferred
upon such attorney, acknowledged said Indenture to be the act and
deed of said PENNSYLVANIA POWER & LIGHT COMPANY.
WITNESS my hand and notarial seal the day and year
aforesaid.
________________________________________________
CATHERINE J. BROBST
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on this 4th day of August, A.D. 1995,
before me, the subscriber, a Notary Public of the State
aforesaid, commissioned for the County of New York, personally
appeared JAMES MCDONOUGH, Trust Officer of BANKERS TRUST COMPANY,
known to me to be the attorney named in the foregoing Indenture,
and by virtue and in pursuance of the authority therein conferred
upon such attorney, acknowledged said Indenture to be the act and
deed of the said BANKERS TRUST COMPANY.
I FURTHER CERTIFY that I am not a director or officer of
said BANKERS TRUST COMPANY.
WITNESS my hand and notarial seal the day and year
aforesaid.
______________________________
SHARON V. ALSTON
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires May 7, 1996
Bankers Trust Company hereby certifies that its precise name
and address as Trustee hereunder are:
Bankers Trust Company
4 Albany Street
New York, New York 10006
BANKERS TRUST COMPANY
By_______________________________
Trust Officer