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PP&L, INC.
(FORMERLY 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 PP&L, INC.'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF OCTOBER 1, 1945
_____________________________
SIXTY-SIXTH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS, 6 1/8% RESET PUT SECURITIES SERIES DUE 2006
_____________________________
DATED AS OF MAY 1, 1998
=================================================================
SIXTY-SIXTH SUPPLEMENTAL INDENTURE
SIXTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of the 1ST
day of May, 1998 made and entered into by and between PP&L, INC.
(formerly 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 PP&L,
Inc. 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-sixth 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-sixth 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 an amendment to its Articles of
Incorporation filed with 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 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 to the
Trustee, 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
Designation Dated as of
----------- -----------
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
which supplemental indentures were recorded in various Counties
in the Commonwealth of Pennsylvania; and
WHEREAS, the Company executed and delivered to the
Trustee 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
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
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
------ --------- -----------
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 None
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
Short-Term Series A 800,000,000 None
which bonds are also sometimes called bonds of the First through
Seventy-third 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-sixth Supplemental Indenture, and the terms of the
bonds of the Seventy-fourth 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 PP&L,
Inc., 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-fifth 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-sixth 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-sixth 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-sixth 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-sixth 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-FOURTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"6 1/8% REset Put Securities Series Due 2006" (herein sometimes
referred to as the "Seventy-fourth Series"), each of which shall
also bear the descriptive title First Mortgage Bonds. Bonds of
the Seventy-fourth Series shall be limited to $200,000,000 in
aggregate principal amount except as provided in Section 16 of
the Mortgage and shall mature on the Final Maturity Date and
shall be subject to the Call Option and Mandatory Put as provided
in the form of bond of the Seventy-fourth Series, and shall be
issued as fully registered bonds in denominations of One Thousand
Dollars and in any multiple or multiples of One Thousand Dollars;
they shall bear interest, payable on the Interest Payment Dates,
as provided in the form of bond of the Seventy-fourth Series; 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-fourth Series shall be dated
as in Section 10 of the Mortgage provided.
(I) Bonds of the Seventy-fourth Series shall be in
substantially the following form, with such insertions, omissions
and variations as the officer of the Company executing such bond
may determine, such determination to be conclusively evidenced by
such officer's execution of such bond:
[(SEE LEGEND AT THE END OF THIS
BOND FOR RESTRICTIONS ON TRANSFERABILITY
AND CHANGE OF FORM)]
([Temporary] Registered Bond)
PP&L, INC.
First Mortgage Bond, 6 1/8% REset Put Securities Series Due 2006
No. R CUSIP NO.:_____________
Final Maturity Date: May 1, 2006
Initial Interest Rate: 6 1/8%
Coupon Reset Date: May 1, 2001
Interest Payment Dates: May 1 and November 1 of each year,
commencing November 1, 1998
Maximum Rate: 9% per annum
PP&L, INC., a corporation of the Commonwealth of Pennsylvania
(hereinafter called the Company), for value received, hereby
promises to pay to ______________, or to registered assigns,
________________________________________________________________
___ Dollars on the Final Maturity Date specified above, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States
of America as the time of payment is legal tender for public and
private debts, and to pay interest thereon as provided for
herein.
This bond will bear interest at the Initial Interest
Rate specified above from and including May 1, 1998 to but
excluding the Coupon Reset Date specified above. Interest on
this bond will be payable semi-annually on the Interest Payment
Dates, specified above, of each year, commencing November 1,
1998. Interest will be calculated based on a 360-day year
consisting of twelve 30-day months. On each Interest Payment
Date, interest will be payable to the persons in whose name this
bond is registered on the fifteenth calendar day (whether or not
a Business Day) immediately preceding the related Interest
Payment Date (each, a "Record Date"). "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or obligated
by law, executive decree or governmental decree to be closed.
If the Callholder (as defined below) elects to purchase
this bond pursuant to the Call Option (as defined below), the
Calculation Agent (as defined below) will reset the interest rate
for this bond effective on the Coupon Reset Date, pursuant to the
Coupon Reset Process described below; provided, however, that the
annual interest rate on this bond shall not under any
circumstance exceed 9% (the "Maximum Rate"). In such
circumstance, (i) this bond will be purchased from the holder(s)
by the Callholder at a price equal to 100% of the principal
amount thereof on the Coupon Reset Date, on the terms and subject
to the conditions described herein (interest accrued to the
Coupon Reset Date will be paid by the Company on such date to
holder(s) as of the most recent Record Date), and (ii) on and
after the Coupon Reset Date, this bond will bear interest at the
Coupon Reset Rate determined by the Calculation Agent in
accordance with the procedures set forth below.
This bond [is a temporary bond and] is one of an issue
of bonds of the Company issuable in series and is one of a series
known as its First Mortgage Bonds, 6 1/8% REset Put Securities
Series Due 2006 ("Bonds"), the bonds of this series being limited
to $200 million in aggregate principal amount, all bonds of all
series issued and to be issued under and equally secured (except
insofar as any sinking or other fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular
series) by a Mortgage and Deed of Trust (herein, together with
any indenture supplemental thereto, including the Sixty-sixth
Supplemental Indenture dated as of May 1, 1998, called the
Mortgage), dated as of October 1, 1945, executed by the Company
to Guaranty Trust Company of New York (Bankers Trust Company,
successor), as Trustee. Reference is made to the Mortgage and to
any resolutions or written orders filed with the Trustee with
respect to the Sixty-sixth Supplemental Indenture or this bond
for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders of
the bonds and of the Trustee in respect thereof, the duties and
immunities of the Trustee and the terms and conditions upon which
the bonds are and are to be secured and the circumstances under
which additional bonds may be issued. With the consent of the
Company and to the extent permitted by and as provided in the
Mortgage, the rights and obligations of the Company and/or the
rights of the holders of the bonds and/or coupons and/or the
terms and provisions of the Mortgage may be modified or altered
by such affirmative vote or votes of the holders of bonds then
outstanding as are specified in the Mortgage.
The principal hereof may be declared or may become due
prior to the Final Maturity Date hereinbefore named on the
conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a default as in the Mortgage
provided.
This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly
authorized attorney, at the office or agency of the Company in
the Borough of Manhattan, The City of New York, upon surrender
and cancellation of this bond, and, thereupon, a new fully
registered temporary or definitive bond of the same series for a
like principal amount and like other terms will be issued to the
transferee in exchange herefor as provided in the Mortgage. The
Company and the Trustee may deem and treat the person in whose
name this bond is registered as the absolute owner and holder
hereof for the purpose of receiving payment and for all other
purposes and neither the Company nor the Trustee shall be
affected by any notice to the contrary.
[In the manner prescribed in the Mortgage, this
temporary bond is exchangeable at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
without charge, for a definitive bond or bonds of the same series
of a like aggregate principal amount and like other terms when
such definitive bonds are prepared and ready for delivery. In
the manner prescribed in the Mortgage, this temporary bond is
exchangeable upon surrender thereof at said office or agency for
a like aggregate principal amount of bonds with like other terms
in temporary form of this series of other authorized
denominations.]
As provided in the Mortgage, the Company shall not be
required to make transfers or exchanges of bonds of this series
for a period of ten (10) days next preceding any interest payment
date for bonds of this series.
No recourse shall be had for the payment of the
principal of (and premium, if any) or interest on this bond
against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director
of the Company or of any predecessor or successor corporation, as
such, either directly or through the Company or any predecessor
or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors being released by the holder
or owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Bankers Trust
Company, the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of authentication
certificate endorsed hereon.
CALL OPTION; MANDATORY PUT
(i) Call Option. By giving irrevocable notice to the
Trustee in the manner described below (the "Call Notice"), the
Company has the right to purchase all of the Bonds (including
this bond), in whole but not in part, on the Coupon Reset Date
(the "Call Option"), at a price equal to 100% of the principal
amount thereof (the "Call Price"). The Company may assign to
Morgan Stanley & Co. International Limited all its right, title
and interest and obligation in, to and under the Call Option, and
the Company, or in the event of such an assignment, Morgan
Stanley & Co. International Limited, and any successor thereof,
is herein referred to as the "Callholder". The Callholder will
be required to give the Call Notice to the Trustee, in writing,
prior to 4:00 p.m., New York City time, no later than fifteen
calendar days prior to the Coupon Reset Date. The Call Notice
shall contain delivery details satisfactory to the Trustee,
including the identity of the Callholder's account with the
Depositary (as defined below). If the Callholder exercises the
Call Option by giving the Call Notice, (i) not later than 2:00
p.m., New York City time on the Business Day prior to the Coupon
Reset Date, the Callholder shall pay the amount of the Call Price
in immediately available funds to the Trustee for payment of the
Call Price to the holders of the Bonds (including this bond) on
the Coupon Reset Date and (ii) the holders of this bond will be
required to deliver, and will be deemed to have delivered, this
bond against payment therefor on the Coupon Reset Date through
the facilities of The Depositary Trust Company or its successor,
as Depository for the Bonds (the "Depository"), and will be
required to accept the Call Price on such date in full
satisfaction of this bond. The Callholder is not required to
exercise the Call Option, and no holder of this bond or any
interest therein will have any right or claim against the
Callholder as a result of the Callholder's decision whether or
not to exercise the Call Option or performance or nonperformance
of its obligations with respect thereto.
(ii) Mandatory Put. If the Callholder does not
purchase the Bonds on the Coupon Reset Date for any reason, the
Trustee will be obligated to exercise on behalf of the holders of
this bond the right to require the Company to purchase this bond,
in whole but not in part (the "Mandatory Put"), on the Coupon
Reset Date at a price equal to 100% of the principal amount
thereof (the "Put Price"), and by its purchase hereof, each
holder irrevocably agrees that the Trustee shall exercise the
Mandatory Put for and on its behalf as provided herein. If the
Trustee exercises the Mandatory Put, then the Company shall
deliver the Put Price in immediately available funds to the
Trustee by no later than 12:00 noon, New York City time, on the
Coupon Reset Date, and the holders of this bond will be required
to deliver, and will be deemed to have delivered, this bond to
the Company against payment therefor on the Coupon Reset Date
through the facilities of the Depository, and will be required to
accept the Put Price on such date in full satisfaction of this
bond. No holder of this bond or any interest therein has the
right to consent or object to the exercise of the Trustee's
duties under the Mandatory Put.
COUPON RESET PROCESS
Pursuant to and subject to the terms of a Calculation
Agency Agreement, dated as of May 5, 1998 between the Company and
Morgan Stanley & Co. Incorporated, Morgan Stanley & Co.
Incorporated has been appointed the calculation agent for the
Bonds (in such capacity as calculation agent, the "Calculation
Agent", which term shall include any successor). If the
Callholder exercises the Call Option, then the following steps
(the "Coupon Reset Process") shall be taken in order to determine
the interest rate to be paid on the Bonds (including this bond)
from and including such Coupon Reset Date to but excluding the
Final Maturity Date (the "Coupon Reset Rate"). The Calculation
Agency Agreement provides that the Company and the Calculation
Agent will use reasonable efforts to cause the actions
contemplated below to be completed in as timely a manner as
possible.
(a) The Company will provide the Calculation
Agent with (i) a list (the "Dealer List") no later than
five Business Days prior to the Coupon Reset Date,
containing the names and addresses of three dealers,
one of which shall be Morgan Stanley & Co.
Incorporated, from which the Company desires the
Calculation Agent to obtain Bids (as defined below) for
the purchase of the Bonds and (ii) such other material
reasonably requested by the Calculation Agent to
facilitate a successful Coupon Reset Process.
(b) Within one Business Day following receipt by
the Calculation Agent of the Dealer List, the
Calculation Agent will provide to each dealer
("Dealer") on the Dealer List (i) a copy of the
Prospectus Supplement dated April 28, 1998, together
with the accompanying Prospectus dated April 2, 1998,
relating to the offering of the Bonds, (ii) a copy of
the form of Bonds and (iii) a written request that each
Dealer submit a Bid to the Calculation Agent by 12:00
noon, New York City time, on the third Business Day
prior to the Coupon Reset Date (the "Bid Date"). The
time on the Bid Date upon which Bids will be requested
may be changed by the Calculation Agent to as late as
3:00 p.m., New York City time. "Bid" means an
irrevocable written offer given by a Dealer for the
purchase of all Bonds, settling on the Coupon Reset
Date, quoted by such Dealer as a stated yield to
maturity on the Bonds ("Yield to Maturity"). Each
Dealer will also be provided with (i) the name of the
Company, (ii) an estimate of the Purchase Price (stated
as a U.S. dollar amount and calculated by the
Calculation Agent in accordance with paragraph (c)
below), (iii) the principal amount and Final Maturity
Date of the Bonds and (iv) the method by which interest
will be calculated on the Bonds, including this bond.
(c) The purchase price to be paid by any Dealer
for the Bonds (the "Purchase Price") will be equal to
(i) the principal amount of the Bonds, plus (ii) a
premium (the "Bond Premium") which shall be equal to
the excess, if any, of (A) the discounted present value
to the Coupon Reset Date of a bond with a maturity of
May 1, 2006 which has an interest rate of 5.72%, semi-
annual interest payments on each May 1 and November 1,
commencing November 1, 2001, and a principal amount
equal to the principal amount of the Bonds, and
assuming a discount rate equal to the Treasury Rate
over (B) the principal amount of the Bonds. The
"Treasury Rate" means the per annum rate equal to the
offer side yield to maturity of the current on-the-run
five-year United States Treasury Security per Telerate
page 500 (or any successor or substitute page as may
replace such page on such service), at 11:00 a.m., New
York City time, on the Bid Date (or such other time or
date that may be agreed upon by the Company and the
Calculation Agent) or, if such rate does not appear on
Telerate page 500 (or any successor or substitute page
as may replace such page on such service), at such
time, such rate on GovPX End-of-Day Pricing at 3:00
p.m., New York City time, on the Bid Date (or such
other time or date that may be agreed upon by the
Company and the Calculation Agent).
(d) The Calculation Agent will provide written
notice to the Company by 12:30 p.m., New York City time
on the Bid Date (or within 1/2 hour following the
deadline for submission of Bids, if the deadline has
been extended as provided above) setting forth (i) the
names of each of the Dealers from which the Calculation
Agent received Bids on the Bid Date, (ii) the Bid
submitted by each such Dealer and (iii) the Purchase
Price as determined pursuant to paragraph (c) above.
Unless the Call Option has terminated, the Calculation
Agent will thereafter select from the Bids timely
received the Bid with the lowest Yield to Maturity (the
"Selected Bid") and set the Coupon Reset Rate to be the
lesser of the Maximum Rate and the rate required to
produce a semi-annual bond equivalent yield on the
Bonds equal to the Yield to Maturity indicated by the
Selected Bid and assuming a purchase price of 100% plus
the Bond Premium on the Coupon Reset Date and payment
of the Bonds on the Final Maturity Date; provided,
however, that if any two or more of the lowest Bids
submitted are equivalent, the Company shall in its sole
discretion select any of such equivalent Bids (and such
selected Bid shall be the Selected Bid). The exercise
of the Call Option by the Callholder shall constitute
its agreement that the selection of the Selected Bid by
the Calculation Agent shall constitute acceptance by
the Callholder of the Selected Bid.
(e) Immediately after calculating the Coupon
Reset Rate for this bond, the Calculation Agent will
provide written notice to the Company and the Trustee,
setting forth the Coupon Reset Rate. The Coupon Reset
Rate for this bond will be effective from and including
the Coupon Reset Date.
If at any time prior to the sale of this bond on the
Bid Date (i) an Event of Default has occurred and is continuing
under any of clauses (a), (b), (c), (d) and (g) of Section 65 of
the Mortgage or a Cross-Default (as defined below) has occurred
and is continuing, the Callholder may terminate the Call Option
by written notice to the Company and the Trustee; and (ii) if any
Event of Default under clauses (e) or (f) of Section 65 of the
Mortgage has occurred and is continuing, the Call Option shall
immediately and automatically terminate. If, following the
exercise of the Call Option (x) the Calculation Agent determines
that a Market Disruption Event (as defined below) has occurred
and is continuing, and as a result thereof, the Callholder fails
to pay the Call Price by 2:00 p.m., New York City time on the
Business Day immediately preceding the Coupon Reset Date, or (y)
fewer than two Dealers have submitted Bids in a timely manner
substantially as provided above, the exercise of the Call Option
will be automatically revoked, and the Call Option shall
immediately terminate. If the Call Option terminates as
described above, the Trustee will exercise the Mandatory Put on
behalf of the holders of the Bonds on the Coupon Reset Date.
"Cross-Default" means the occurrence or existence of (a) a
default, event of default or other similar condition or event
(however described) in respect of the Company (after giving
effect to any applicable notice requirement or grace period), in
one or more agreements or instruments relating to any obligation
(whether present or future, contingent or otherwise, as principal
or surety or otherwise) for the payment or repayment of any money
("Specified Indebtedness"), individually or collectively, in an
aggregate amount of not less than $100,000,000 which has resulted
in such Specified Indebtedness becoming, or becoming capable at
such time of being declared due and payable under such agreements
or instruments, before it would otherwise have been due and
payable or (b) a default by the Company in making one or more
payments on the due date thereof in an aggregate amount of not
less than $100,000,000 under such agreements or instruments
(after giving effect to any applicable notice requirement or
grace period). "Market Disruption Event" means any of the
following if such events occur and are continuing on any day from
and including the date of the Call Notice to and including the
Bid Date in the judgment of the Calculation Agent: (i) a
suspension or material limitation in trading in securities
generally on the New York Stock Exchange or the establishment of
minimum prices on such exchange; (ii) a general moratorium on
commercial banking activities declared by either federal or New
York State authorities; (iii) any material adverse change in the
existing financial, political or economic conditions in the
United States of America; (iv) an outbreak or escalation of major
hostilities involving the United States of America or the
declaration of a national emergency or war by the United States;
or (v) any material disruption of the U.S. government securities
market, U.S. corporate bond market or U.S. federal wire system;
provided, in each case, that in the judgment of the Calculation
Agent the effect of the foregoing makes it impractical to conduct
the Coupon Reset Process.
IN WITNESS WHEREOF, PP&L, INC. has caused this
instrument to be signed in its corporate name by its President or
one of its Vice Presidents by signature of such officer or a
facsimile thereof, and its corporate seal to be impressed or
imprinted hereon and attested by its Secretary or one of its
Assistant Secretaries by signature of such officer or a facsimile
thereof.
PP&L, INC.
By________________________________
[Vice] President
ATTEST:
__________________________
[Assistant] Secretary
Dated:
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, described or provided for in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee
By___________________________
Authorized Officer
[Unless and until this bond is exchanged in whole or in part
for certificated bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by The
Depository Trust Company or its successor (the "Depositary"),
this bond may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized
representative of the Depositary and any amount payable
thereunder is made payable to Cede & Co., or such other name, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede
& Co., has an interest herein.
This bond may be exchanged for certificated bonds registered
in the names of the various beneficial owners hereof if (a) the
Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the
Company within 90 days, or (b) the Company elects to issue
certificated bonds to beneficial owners (as certified to the
Company by the Depositary).]
[End of Bond Form]
(II) The Company has initially designated The
Depository Trust Company as the Depository (the "Depository") for
the bonds of the Seventy-fourth series. For as long as the bonds
of the Seventy-fourth series are registered in the name of the
Depository or its nominee, all payments of interest, principal
and other amounts in respect of such bonds may be made to the
Depository or its nominee in accordance with the Depository's
applicable procedures. Notwithstanding any provision hereof or
in the Indenture, none of the Company, the Callholder, or the
Trustee, nor any agent of any such person, shall have any
responsibility with respect to the Depository's procedures or for
any payments, transfers or other transactions, or any notices or
other communications, among the Depository, any of its direct or
indirect participants and any beneficial owners of such bonds.
Each of the Company, the Callholder, the Trustee and any agent
for any such person may treat the registered holder as the sole
and exclusive owner of the bonds of the Seventy-fourth series for
all purposes under the Indenture, including for making payments
on such bonds and for providing notices and obtaining consents
under the Indenture.
The Trustee agrees to exercise the Mandatory Put on
behalf of the holders of the bonds of the Seventy-fourth series
as provided in the form of such bonds set forth herein. In
anticipation of the exercise of the Call Option or the Mandatory
Put on the Coupon Reset Date, the Trustee will notify the
registered holders of such Bonds, not less than 30 days nor more
than 60 days prior to the Coupon Reset Date, in the manner
provided in the Indenture, that all bonds of the Seventy-fourth
series are required to be delivered on the Coupon Reset Date
against payment of the Call Price by the Callholder under the
Call Option or payment of the Put Price by the Company under the
Mandatory Put. Notwithstanding anything herein to the contrary,
no failure to give any such notice or any defect in any notice so
given shall affect the requirement to deliver the bonds or the
validity of the proceedings for such delivery, on the Coupon
Reset Date as provided herein.
At the option of the registered owner, any bonds of the
Seventy-fourth 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-fourth 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.
Upon any transfer or exchange of bonds of the Seventy-
fourth 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-
fourth Series.
The holders of bonds of the Seventy-fourth Series
consent that the Company may, but shall not be obligated to, fix
a record date for the purpose of determining the holders of bonds
of the Seventy-fourth Series entitled to consent to any
amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.
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-fourth 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-fourth Series" after the words
"and Seventy-third 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-fourth" before
"Seventy-third" 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-fourth Series
hereby consents to such deletion without any other or further
action by any holder of bonds of the Seventy-fourth Series.
SECTION 4. Pursuant to the right reserved in Section 4
of the Fourteenth Supplemental Indenture, the Company hereby
amends the Mortgage, as supplemented, to amend Article XIX to
read as described in said Section 4.
SECTION 5. The terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this Sixty-
sixth Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.
SECTION 6. Whenever in this Sixty-sixth 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-
sixth 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 7. So long as any bonds of the Seventy-fourth
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-fourth 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 8. A breach of a specified covenant or
agreement of the Company contained in this Sixty-sixth
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 9. 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-sixth 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-fifth Supplemental Indentures, shall apply to
and form part of this Sixty-sixth 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-sixth Supplemental Indenture.
SECTION 10. Nothing in this Sixty-sixth 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-sixth
Supplemental Indenture or by any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Sixty-
sixth 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 11. This Sixty-sixth 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.
PP&L, INC. does hereby constitute and appoint John R.
Biggar to be its attorney for it, and in its name and as and for
its corporate act and deed to acknowledge this Sixty-sixth
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
______________ to be its attorney for it, and in its name and as
and for its corporate act and deed to acknowledge this Sixty-
sixth 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, PP&L, INC. 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.
PP&L, INC.
By
----------------------------------
Senior Vice President - Financial
Attest:
_______________________________________
Assistant Secretary
BANKERS TRUST COMPANY,
as Trustee
By
----------------------------
Assistant Vice President
Attest:
---------------------------------
Assistant Treasurer
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF LEHIGH )
On this day of , 1998, before me, a notary
public, the undersigned officer, personally appeared JOHN R.
BIGGAR, who acknowledged himself to be the Senior Vice President
Financial of PP&L INC., a corporation and that he, as such Senior
Vice President Financial, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as Senior Vice
President Financial.
In witness whereof, I hereunto set my hand and official
seal.
--------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 30th day of April, 1998, before me, a notary
public, the undersigned officer, personally appeared SCOTT THEIL,
who acknowledged himself to be an Assistant Vice President of
BANKERS TRUST COMPANY, a corporation and that he, as such
Assistant 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 Assistant Vice
President.
In witness whereof, I hereunto set my hand and official
seal.
-------------------------------------
SHARON V. ALSTON
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires 5/7/98
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
---------------------------
Assistant Vice President