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-fifth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, Short-Term Series A
_________________________
Dated as of April 1, 1997
SIXTY-FIFTH SUPPLEMENTAL INDENTURE
SIXTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of
April, 1997 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-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 Sixty-fifth
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
Sixty-fourth Supplemental Indenture... August 1, 1995
which supplemental indentures were or are to be recorded in various
Counties in the Commonwealth of Pennsylvania; and
WHEREAS, the Company executed and delivered its Supplemental
Indenture, dated July 1, 1954, creating a security interest in
certain personal property of the Company, pursuant to the
provisions of the Pennsylvania Uniform Commercial Code, as a
supplement to the Mortgage, which Supplemental Indenture was filed
in the Office of the Secretary of the Commonwealth of Pennsylvania
on July 1, 1954, and all subsequent supplemental indentures were so
filed; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance with
the provisions of the Mortgage, as supplemented, the following
series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3% Series due 1975............ $93,000,000 None
2-3/4% Series due 1977........ 20,000,000 None
3-1/4% Series due 1978........ 10,000,000 None
2-3/4% Series due 1980........ 37,000,000 None
3-1/2% Series due 1983........ 25,000,000 None
3-3/8% Series due 1985........ 25,000,000 None
4-5/8% Series due 1991........ 30,000,000 None
4-5/8% Series due 1994........ 30,000,000 None
5-5/8% Series due 1996........ 30,000,000 None
6-3/4% Series due 1997........ 30,000,000 None
6-1/2% Series due 1972........ 15,000,000 None
7% Series due 1999............ 40,000,000 None
8-1/8% Series due June 1, 1999 40,000,000 None
9% Series due 2000............ 50,000,000 None
7-1/4% Series due 2001........ 60,000,000 None
7-5/8% Series due 2002........ 75,000,000 None
7-1/2% Series due 2003........ 80,000,000 None
Pollution Control Series A.... 28,000,000 None
9-1/4% Series due 2004........ 80,000,000 None
10-1/8% Series due 1982....... 100,000,000 None
9-3/4% Series due 2005........ 125,000,000 None
9-3/4% Series due Nov. 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 Dec. 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 $215,000,000
9-3/8% Series due 2021........ 150,000,000 99,750,000
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
Pollution Control Series K.... 55,000,000 55,000,000
which bonds are also sometimes called bonds of the First through
Seventy-second 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-fifth Supplemental Indenture, and the terms of the bonds of
the Seventy-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 Pennsylvania
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-fourth 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-fifth 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-fifth 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-fifth
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-fifth 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-third Series of Bonds
SECTION 1. There shall be a series of bonds designated
"Short-Term Series A" (herein sometimes referred to as the
"Seventy-third 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-third Series shall be limited to $800 million in aggregate
principal amount (with no more than $150 million in aggregate
principal amount to be Outstanding at any one time), except as
provided in Section 16 of the Mortgage, and shall be issued as
fully registered bonds in denominations of One Thousand Dollars and
in any multiple or multiples of One Thousand Dollars; each bond of
the Seventy-third Series shall mature on a date not more than sixty
days from the date of issue, shall bear interest at such rate or
rates and have such other terms and provisions not inconsistent
with the Mortgage as the Board of Directors may determine in
accordance with one or more resolutions filed with the Trustee and
one or more written orders referring to this Sixty-fifth
Supplemental Indenture; the principal of and interest on each said
bond to be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and interest on each
said bond to be also payable at the office of the Company in the
City of Allentown, 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-third Series
shall be dated as in Section 10 of the Mortgage provided.
Notwithstanding the foregoing, so long as there is no existing
default in the payment of interest on the bonds of the Seventy-
third Series, the person in whose name any bond of the Seventy-
third Series is registered at the close of business on any Record
Date with respect to any interest payment date shall be entitled to
receive the interest payable on such interest payment date;
provided that, interest payable on the maturity date will be
payable to the person to whom the principal thereof shall be
payable. "Record Date" for bonds of the Seventy-third Series,
shall mean the business day next preceding the corresponding
interest payment date. "Original Interest Accrual Date" with
respect to bonds of the Seventy-third Series of a designated
interest rate and maturity shall mean the date of first
authentication of Bonds of a designated interest rate and maturity
unless the written order filed for such bonds with the Trustee on
or before such date shall specify another date from which interest
shall accrue, in which case "Original Interest Accrual Date" shall
mean such other date specified in the written order for Bonds of
such designated interest rate and maturity.
(I) Each holder of a bond of the Seventy-third Series, except
as may be provided in the written order requesting authentication
and delivery of such bond, consents that the bonds of the Seventy-
third Series may be redeemable at the option of the Company or
pursuant to the requirements of the Indenture in whole at any time,
or in part from time to time, prior to maturity, without notice
provided in Section 52 of the Indenture, at the principal amount of
the bonds to be redeemed, in each case, together with accrued
interest to the date fixed for redemption by the Company in a
notice delivered on or before the date fixed for redemption by the
Company to the Trustee and to the holders of the bonds to be
redeemed.
(II) At the option of the registered owner, any bonds of the
Seventy-third 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,
maturity and other terms of other authorized denominations.
Bonds of the Seventy-third 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; provided that such transfer shall
not result in any security being required to be registered under
the Securities Act of 1933, as amended, and an opinion of counsel
satisfactory to the Company to such effect shall have been provided
to the Company.
Upon any transfer or exchange of bonds of the Seventy-third
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as
provided in Section 12 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any
exchange or transfer of bonds of the Seventy-third Series.
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-third 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-third Series" after the words "and Seventy-
second 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-third," before
"Seventy-second," 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-third Series hereby
consents to such deletion without any other or further action by
any holder of bonds of the Seventy-third Series.
SECTION 4. The terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Sixty-fifth
Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.
SECTION 5. Whenever in this Sixty-fifth 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-
third 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. So long as any bonds of the Seventy-third Series
remain Outstanding, unless this provision shall have been waived in
writing by the holders of seventy per centum (70%) in aggregate
principal amount of bonds of the Seventy-third Series Outstanding
at the time of such consent, subdivision (c) of Section 65 of the
Mortgage shall read as follows:
"(c) Failure to pay interest or premium, if any, upon or
principal (whether at maturity as therein expressed or by
declaration, or otherwise) of any Outstanding Qualified Lien Bonds
or of any outstanding indebtedness secured by any mortgage or other
lien (not included in the term Excepted Encumbrances) prior to the
lien of this Indenture, existing upon any property of the Company
which is subject to the lien and operation of this Indenture
continued beyond the period of grace, if any, specified in such
mortgage or Qualified Lien or other lien securing the same;"
SECTION 7. A breach of a specified covenant or agreement of
the Company contained in this Sixty-fifth 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 8. 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-
fifth 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-fourth Supplemental Indentures, shall apply to and form part
of this Sixty-fifth 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-fifth
Supplemental Indenture.
SECTION 9. Nothing in this Sixty-fifth 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 Sixty-fifth Supplemental
Indenture or by any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations,
promises and agreements in this Sixty-fifth 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 10. This Sixty-fifth 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 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-fifth 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 ROBERT CAPORALE, a Vice President 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-fifth 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 Vice Presidents, in The City of
New York, as of the day and year first above written.
PENNSYLVANIA POWER & LIGHT COMPANY
By: /s/John Biggar
Vice President
Attest:
/s/Diane M. Koch
Assistant Secretary
BANKERS TRUST COMPANY, as Trustee
By /s/Robert Caporale
Vice President
Attest:
/s/Scott Thiel
Assistant Vice President
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF LEHIGH )
On this 9th day of April, 1997, before me, a notary public,
the undersigned officer, personally appeared JOHN R. BIGGAR, who
acknowledged himself to be a Vice President of PENNSYLVANIA POWER &
LIGHT COMPANY, a corporation and that he, 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 himself as Vice President.
In witness whereof, I hereunto set my hand and official seal.
/s/Francine Greenzweig
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 9th day of April, 1997, before me, a notary public,
the undersigned officer, personally appeared ROBERT CAPORALE, who
acknowledged himself to be a Vice President of BANKERS TRUST
COMPANY, a corporation and that he, 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 himself as Vice President.
In witness whereof, I hereunto set my hand and official seal.
/s/Sharon V. Alston
SHARON V. ALSTON
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires May 7, 1998
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 /s/Scott Thiel
Trust Officer