PPL 8k 12-22 Exhibit 4(a)


Exhibit 4(a)







 

 

PPL
ELECTRIC UTILITIES CORPORATION




 

TO

 

JPMORGAN
CHASE BANK, N.A.,

(formerly
known as The Chase Manhattan Bank)

Trustee


 







_____________________________

 

Supplemental
Indenture No. 6

Dated
as of December 1, 2005




 

_____________________________

 

Supplemental
to the Indenture

dated
as of August 1, 2001




 

_____________________________

 

Establishing
Terms of




Senior
Secured Bonds, 4.95% Series due 2015 and

Senior
Secured Bonds, 5.15% Series due 2020
































 




Supplemental
Indenture No. 6 

 

SUPPLEMENTAL
INDENTURE No. 6, dated
as of the first day of December, 2005 made and entered into by and between
PPL
ELECTRIC UTILITIES CORPORATION, a
corporation of the Commonwealth of Pennsylvania, whose address is Two North
Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the
“Company”), and JPMORGAN
CHASE BANK, N.A.
(formerly known as The Chase Manhattan Bank), a national banking association,
whose address is 4 New York Plaza, 15th Floor,
New York, New York 10004 (hereinafter sometimes called the “Trustee”), as
Trustee under the Indenture, dated as of August 1, 2001 (hereinafter called the
“Original Indenture”), this Supplemental Indenture No. 6 being supplemental
thereto. The Original Indenture and any and all indentures and instruments
supplemental thereto are hereafter sometimes collectively called the
“Indenture.”

 

Recitals
of the Company

 

The
Original Indenture was authorized, executed and delivered by the Company to
provide for the issuance 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 to provide security for the payment of the
principal of and premium, if any, and interest, if any, on the
Securities.

 

The
Company has heretofore executed and delivered to the Trustee Supplemental
Indentures for the purposes recited therein and for the purpose of creating
series of securities as set forth in Schedule A hereto.

 

Pursuant
to Article Three of the Original Indenture, the Company wishes to establish a
seventh series of Securities, such series of Securities to be hereinafter
sometimes called “Securities of the Seventh Series, and an eighth series of
securities, such series of Securities to be hereinafter sometimes called the
“Securities of the Eighth Series.”

 

As
contemplated in Section 301 of the Original Indenture, the Company wishes
further to establish the designation and certain terms of the Securities of the
Seventh Series and the Securities of the Eighth Series. The Company has duly
authorized the execution and delivery of this Supplemental Indenture No. 6 to
establish the Securities of the Seventh Series and the Securities of the Eighth
Series and the designation and certain terms thereof, and has
duly authorized the issuance of such Securities; and all acts necessary to make
this Supplemental Indenture No. 6 a valid agreement of the Company, and to make
the Securities of the Seventh Series and the Securities of the Eighth Series
valid obligations of the Company, have been performed.

 

NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 6 WITNESSETH, that, for and in
consideration of the premises and of the purchase of the Securities of the
Seventh Series and the Securities of the Eighth Series by the Holders thereof
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the Holders of the Securities of the Seventh Series and
the Securities of the Eighth Series, as follows:

 

ARTICLE
ONE




Seventh
and Eighth Series
of Securities




 

SECTION
101.   (a)
Securities
of the Seventh Series. There is
hereby created and established a series of Securities designated “Senior Secured
Bonds, 4.95% Series due 2015,” which series shall constitute the seventh series
of Securities issued under the Indenture. The Securities of the Seventh Series
shall have the terms provided therefor in this Article One of this Supplemental
Indenture No. 6, shall be limited in aggregate principal amount (except as
contemplated in Section 301(b) of the Original Indenture) to $100,000,000, and
shall have such terms as are hereby established for such Securities of the
Seventh Series as contemplated in Section 301 of the Original Indenture. The
form or forms and additional terms of the Securities of the Seventh Series shall
be established in an Officer’s Certificate of the Company, as contemplated by
Section 301 of the Original Indenture.

 

(b)
Securities of the Eighth Series. There is
hereby created and established a series of Securities designated “Senior Secured
Bonds, 5.15% Series due 2020,” which series shall constitute the eighth series
of Securities issued under the Indenture. The Securities of the Eighth Series
shall have the terms provided therefor in this Article One of this Supplemental
Indenture No. 6, shall be limited in aggregate principal amount (except as
contemplated in Section 301(b) of the Original Indenture) to $100,000,000, and
shall have such terms as are hereby established for such Securities of the
Eighth Series as contemplated in Section 301 of the Original Indenture. The form
or forms and additional terms of the Securities of the Eighth Series shall be
established in an Officer’s Certificate of the Company, as contemplated by
Section 301 of the Original Indenture.

 

SECTION
102.   Covenants.

 

So long
as any Securities of the Seventh Series or Securities of the Eighth Series shall
remain Outstanding, each of the following shall be an additional covenant of the
Company under the Indenture:

 

(a)  After the
date of the first authentication of Securities of the Seventh Series and
Securities of the Eighth Series, the Company shall not issue additional Class A
Bonds under the PPL 1945 Mortgage except for Class A Bonds (i) to replace
mutilated, destroyed, lost or stolen Class A Bonds of the same series or to
effect transfers, exchanges, or partial redemptions, payments or retirements of
Class A Bonds; (ii) to be delivered to the Trustee under the Indenture; or (iii)
to refund or refinance outstanding Class A Bonds.

 

(b)  The
Securities of the Seventh Series and Securities of the Eighth Series shall have
the benefit of the covenant of the Company contained in Section 707 of the
Indenture.

 

(c)  The
Company shall notify the Holders of the Securities of the Seventh Series and
Securities of the Eighth Series of the discharge of the Lien of the Indenture
pursuant to Section 1811 of the Original Indenture promptly after the recording
of the instruments of discharge executed by the Trustee.

 

SECTION
103.   Release
of Mortgaged Property.

 

So long
as any Securities of the Seventh Series or Securities of the Eighth Series shall
remain Outstanding, any Officer’s Certificate delivered pursuant to Section
1803(b) of the Original Indenture shall also state that (except in any case
where a Governmental Authority has lawfully ordered the Company to divest itself
of such property) such release is, in the judgment of the signers, desirable in
the conduct of the business of the Company.

 

SECTION
104.   Satisfaction
and Discharge. With
respect to each of the Securities of the Seventh Series and the Securities of
the Eighth Series, the Company hereby agrees that, if the Company shall make any
deposit of money and/or Eligible Obligations with respect to any Securities of
such series, or any portion of the principal amount thereof, as contemplated by
Section 801 of the Indenture, the Company shall not deliver an Officer’s
Certificate described in clause (z) in the first paragraph of said Section 801
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 retain 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 801), 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 801; 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 and amount thereof, will not recognize income, gain or
loss for United States federal income tax purposes as a result of the
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.

 

SECTION
105.   Trustee
to Hold Class A Bonds In New York. So long
as any Securities of the Seventh Series or Securities of the Eighth Series
remain Outstanding, the Trustee shall hold in the State of New York all Class A
Bonds delivered to and to be held by it pursuant to Sections 1602 and 1701 of
the Indenture; provided that the Trustee may hold such Class A Bonds in another
jurisdiction if it receives an Opinion of Counsel to the effect that the
perfection and priority of the security interest, if any, created by the last
sentence of such Section 1701 will continue in such other jurisdiction and
notifies the Company of such change in jurisdiction.




 

ARTICLE
TWO




Miscellaneous
Provisions




 

SECTION
201. This
Supplemental Indenture No. 6 is a supplement to the Original Indenture. As
supplemented by this Supplemental Indenture No. 6, the Indenture is in all
respects ratified, approved and confirmed, and the Original Indenture and this
Supplemental Indenture No. 6 shall together constitute the
Indenture.

 

SECTION
202. The
recitals contained in this Supplemental Indenture No. 6 shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness and makes no representations as to the validity or sufficiency of
this Supplemental Indenture No. 6.

 

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.

 






















IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No.
6 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.

 





	 	
      PPL
      ELECTRIC UTILITIES CORPORATION

	 	 
	 	
      By:
	 
	 	
      Name:
      James E. Abel

      Title:
      Treasurer

	 	 






 

Attest:

 

                        
           

Assistant
Secretary

 


























	 	
      JPMORGAN
      CHASE BANK, N.A.

	 	 
	 	
      By:
	 
	 	
      Name:
      Alfia Monastra

      Title:
      Vice President

	 	 






 

Attest:

 

                                     
         

Assistant
Vice President




























COMMONWEALTH
OF PENNSYLVANIA )

                                                                              
)
ss.:

COUNTY OF
LEHIGH    )

 

On this
___ day of December, 2005, before me, a notary public, the undersigned,
personally appeared James E. Abel, who acknowledged himself to be the Treasurer
of PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania and that he, as such Treasurer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as Treasurer.

 

In
witness whereof, I hereunto set my hand and official seal.

 





	 	 
	 	 
	 	
      Notary
      Public

	 	 






 

























STATE OF
NEW YORK  )

                                           
 )
ss.:

COUNTY OF
NEW YORK )

 

On this
___ day of December, 2005, before me, a notary public, the undersigned,
personally appeared Alfia Monastra, who acknowledged herself to be a Vice
President of JPMORGAN CHASE BANK, N.A., a corporation and that she, as such Vice
President, being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by herself as
Vice President.

 

In
witness whereof, I hereunto set my hand and official seal.








	 	 
	 	 
	 	
      By:
	 
	 	
      Notary
      Public

	 	 






 




JPMorgan
Chase Bank, N.A. hereby certifies that its precise name and address as Trustee
hereunder are:

 

JPMorgan
Chase Bank, N.A.

Worldwide
Securities Services

4 New
York Plaza, 15th
Floor

New York,
New York 10004








	 	
      JPMORGAN
      CHASE BANK, N.A.

	 	 
	 	
      By:
	 
	 	
      Name:
      Alfia Monastra

      Title:
      Vice President

	 	 






 






































SCHEDULE
A

 


	
      Supplemental
      Indenture No.

       
	
      Dated
      as of

       
	
      Series

       
	
      Series
      Designation

       
	
      Principal
      Amount Authorized

       
	
      Principal
      Amount Issued

       
	
      Principal
      Amount Outstanding1 
      

       

	
      1

       
	
      August
      1, 2001

       
	
      First

       
	
      Senior
      Secured Bonds, 57/8%
      Series due 2007

       
	
      $300,000,000

       
	
      $300,000,000

       
	
      $254,866,000

       

	
      1

       
	
      August
      1, 2001

       
	
      Second

       
	
      Senior
      Secured Bonds, 61⁄4% Series due 2009

       
	
      $500,000,000

       
	
      $500,000,000

       
	
      $485,785,000

       

	
      2

       
	
      February
      1, 2003

       
	
      Third

       
	
      Senior
      Secured Bonds, 3.125% Pollution Control Series due 2008

       
	
      $
      90,000,000

       
	
      $
      90,000,000

       
	
      $
      90,000,000

       

	
      3

       
	
      May
      1, 2003

       
	
      Fourth

       
	
      Senior
      Secured Bonds, 4.30% Series due 2013

       
	
      $100,000,000

       
	
      $100,000,000

       
	
      $100,000,000

       

	
      4

       
	
      February
      1, 2005

       
	
      Fifth

       
	
      Senior
      Secured Bonds, 4.70% Pollution Control Series due 2029

       
	
      $115,500,000

       
	
      $115,500,000

       
	
      $115,500,000

       

	
      5

       
	
      May
      1, 2005

       
	
      Sixth

       
	
      Senior
      Secured Bonds, 4.75% Pollution Control Series due 2027

       
	
      $108,250,000

       
	
      $108,250,000

       
	
      $108,250,000

       







 










1 
As of December 20,
2005