Exhibit 4.2
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PP&L CAPITAL FUNDING, INC.
ISSUER
AND
PP&L RESOURCES, INC.,
GUARANTOR
TO
THE CHASE MANHATTAN BANK,
TRUSTEE
_________
SUPPLEMENTAL INDENTURE NO. 1
DATED AS OF NOVEMBER 1, 1997
SUPPLEMENTAL TO THE INDENTURE
DATED AS OF NOVEMBER 1, 1997
ESTABLISHING A SERIES OF SECURITIES DESIGNATED
MEDIUM TERM NOTES, SERIES A
LIMITED IN AGGREGATE PRINCIPAL AMOUNT TO $400,000,000
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SUPPLEMENTAL INDENTURE NO. 1, dated as of November 1,
1997, among PP&L CAPITAL FUNDING, INC., a corporation duly
organized and existing under the laws of the State of Delaware
(herein called the "Company"), PP&L RESOURCES, INC., a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the "Guarantor"), and
THE CHASE MANHATTAN BANK, a New York banking corporation, as
Trustee (herein called the "Trustee), under the Indenture dated
as of November 1, 1997 (hereinafter called the "Original
Indenture"), this Supplemental Indenture No. 1 being supplemental
thereto. The Original Indenture and any and all indentures and
instruments supplemental thereto are hereinafter sometimes
collectively called the "Indenture."
RECITALS OF THE COMPANY AND THE GUARANTOR
The Original Indenture was authorized, executed and
delivered by the Company and the Guarantor to provide for the
issuance by the Company from time to time of its Securities (such
term and all other capitalized terms used herein without
definition having the meanings assigned to them in the Original
Indenture), to be issued in one or more series as contemplated
therein, and for the Guarantee by the Guarantor of the payment of
the principal, premium, if any, and interest, if any, on such
Securities.
As contemplated by Sections 301 and 1201(f) of the
Original Indenture, the Company wishes to establish a series of
Securities to be designated "Medium-Term Notes, Series A" to be
limited in aggregate principal amount (except as contemplated in
Section 301(b) of the Original Indenture) to $400,000,000, such
series of Securities to be hereinafter sometimes called "Series
No. 1."
As contemplated by Section 201 and 1402 of the Original
Indenture, the Guarantor wishes to establish the form and terms
of the Guarantees to be endorsed on the Securities of Series No.
1.
The Company has duly authorized the execution and
delivery of this Supplemental Indenture No. 1 to establish the
Securities of Series No. 1 and has duly authorized the issuance
of such Securities; the Guarantor has duly authorized the
execution and delivery of this Supplemental Indenture No. 1 and
has duly authorized its Guarantees of the Securities of Series
No. 1; and all acts necessary to make this Supplemental Indenture
No. 1 a valid agreement of the Company and the Guarantor, to make
the Securities of Series No. 1 valid obligations of the Company,
and to make the Guarantees valid obligations of the Guarantor,
have been performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1
WITNESSETH:
For and in consideration of the premises and of the
purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities of Series No. 1, as follows:
ARTICLE ONE
FIRST SERIES OF SECURITIES
SECTION 1. There is hereby created a series of
Securities designated "Medium-Term Notes, Series A" and limited
in aggregate principal amount (except as contemplated in Section
301(b) of the Original Indenture) to $400,000,000. The forms and
terms of the Securities of Series No. 1 shall be established in
an Officer's Certificate of the Company, as contemplated by
Section 301 of the Original Indenture.
SECTION 2. The Company hereby agrees that, if the
Company shall make any deposit of money and/or Eligible
Obligations with respect to any Securities of Series No. 1, or
any portion of the principal amount thereof, as contemplated by
Section 701 of the Indenture, the Company shall not deliver an
Officer's Certificate described in clause (z) in the first
paragraph of said Section 701 unless the Company shall also
deliver to the Trustee, together with such Officer's Certificate,
either:
(A) an instrument wherein the Company, notwithstanding
the satisfaction and discharge of its indebtedness in
respect of such Securities, shall assume the obligation
(which shall be absolute and unconditional) to irrevocably
deposit with the Trustee or Paying Agent such additional
sums of money, if any, or additional Eligible Obligations
(meeting the requirements of Section 701), if any, or any
combination thereof, at such time or times, as shall be
necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the
principal of and premium, if any, and interest due and to
become due on such Securities or portions thereof, all in
accordance with and subject to the provisions of said
Section 701; provided, however, that such instrument may
state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to
the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof
(which opinion shall be obtained at the expense of the
Company); or
(B) an Opinion of Counsel to the effect that the
Holders of such Securities, or portions of the principal
amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the
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satisfaction and discharge of the Company's indebtedness in
respect thereof and will be subject to United States federal
income tax on the same amounts, at the same times and in the
same manner as if such satisfaction and discharge had not
been effected.
ARTICLE TWO
FORM OF GUARANTEE
Guarantees to be endorsed on the Securities of Series
No. 1 shall be in substantially the form set forth below:
[FORM OF GUARANTEE]
PP&L Resources, Inc., a corporation organized
under the laws of the Commonwealth of Pennsylvania (the
"Guarantor", which term includes any successor under
the Indenture (the "Indenture") referred to in the
Security upon which this Guarantee is endorsed), for
value received, hereby unconditionally guarantees to
the Holder of the Security upon which this Guarantee is
endorsed, the due and punctual payment of the principal
of, and premium, if any, and interest, if any, on such
Security when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration
of acceleration, call for redemption, or otherwise, in
accordance with the terms of such Security and of the
Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws
of the State of Delaware (the "Company", which term
includes any successor under the Indenture), punctually
to make any such payment, the Guarantor hereby agrees
to cause such payment to be made punctually when and as
the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment
were made by the Company.
The Guarantor hereby agrees that its
obligations hereunder shall be absolute and
unconditional irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of
such Security or the Indenture, any failure to enforce
the provisions of such Security or the Indenture, or
any waiver, modification or indulgence granted to the
Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which
may otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however,
that notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent
of the Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or
change any redemption provisions thereof (including any
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change to increase any premium payable upon redemption
thereof) or change the Stated Maturity thereof.
The Guarantor hereby waives the benefits of
diligence, presentment, demand for payment, any
requirement that the Trustee or the Holder of such
Security exhaust any right or take any action against
the Company or any other Person, filing of claims with
a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first
against the Company, protest or notice with respect to
such Security or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that this
Guarantee will not be discharged in respect of such
Security except by complete performance of the
obligations contained in such Security and in this
Guarantee. This Guarantee shall constitute a guaranty
of payment and not of collection. The Guarantor hereby
agrees that, in the event of a default in payment of
principal, or premium, if any, or interest, if any, on
such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such
Security, subject to the terms and conditions set forth
in the Indenture, directly against the Guarantor to
enforce this Guarantee without first proceeding against
the Company.
The obligations of the Guarantor hereunder
with respect to such Security shall be continuing and
irrevocable until the date upon which the entire
principal of, premium, if any, and interest on such
Security has been, or has been deemed pursuant to the
provisions of Article Seven of the Indenture to have
been, paid in full or otherwise discharged.
The Guarantor shall be subrogated to all
rights of the Holder of such Security upon which this
Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor on account of such
Security pursuant to the provisions of this Guarantee
or the Indenture; provided, however, that the Guarantor
shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of
subrogation until the principal of, and premium, if
any, and interest, if any, on all Securities issued
under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and
effect and continue notwithstanding any petition filed
by or against the Company for liquidation or
reorganization, the Company becoming insolvent or
making an assignment for the benefit of creditors or a
receiver or trustee being appointed for all or any
significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be
effective or reinstated, as the case may be, if at any
time payment of the Security upon which this Guarantee
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is endorsed, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or
returned by the Holder of such Security, whether as a
"voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance
had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or
returned on such Security, such Security shall, to the
fullest extent permitted by law, be reinstated and
deemed paid only by such amount paid and not so
rescinded, reduced, restored or returned.
This Guarantee shall not be valid or
obligatory for any purpose until the certificate of
authentication of the Security upon which this
Guarantee is endorsed shall have been manually executed
by or on behalf of the Trustee under the Indenture.
All terms used in this Guarantee which are
defined in the Indenture shall have the meanings
assigned to them in such Indenture.
This Guarantee shall be deemed to be a
contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused
this Guarantee to be executed as of the date first
written above.
PP&L RESOURCES, INC.
By:
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[END OF FORM]
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture No. 1 is a
supplement to the Original Indenture. As supplemented by this
Supplemental Indenture No. 1, the Indenture is in all respects
ratified, approved and confirmed, and the Original Indenture and
this Supplemental Indenture No. 1 shall together constitute one
and the same instrument.
SECTION 2. The recitals contained in this Supplemental
Indenture No. 1 shall be taken as the statements of the Company
and the Guarantor, and the Trustee assumes no responsibility for
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their correctness and makes no representations as to the validity
or sufficiency of this Supplemental Indenture No. 1.
SECTION 3. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 1 to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first written above.
PP&L CAPITAL FUNDING, INC.
By:/s/ John R. Biggar
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Name: John R. Biggar
Title: Vice President
[SEAL]
ATTEST:
/s/ Robert J. Grey
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PP&L RESOURCES, INC.
By:/s/ Ronald E. Hill
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Name: Ronald E. Hill
Title: Senior Vice
President - Financial
[SEAL]
ATTEST:
/s/ Diane M. Koch
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THE CHASE MANHATTAN BANK,
as Trustee
By:/s/ Francine Springer
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Name: Francine Springer
[SEAL] Title: Assistant Vice
President
ATTEST:
/s/ R. Sarubbi
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R. Sarubbi
Trust Officer