PPL CAPITAL FUNDING, INC., AS ISSUER PPL CORPORATION, AS GUARANTOR TO JPMORGAN CHASE BANK, AS TRUSTEE INDENTUREIndenture • May 25th, 2004 • PPL Capital Funding Inc • Electric services • New York
Exhibit 1.1 PPL CAPITAL FUNDING, INC. $_________________ MEDIUM-TERM NOTES, SERIES [_] UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY PPL CORPORATION DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • January 4th, 1999 • Pp&l Capital Funding Inc • Electric services • New York
SUPPLEMENTAL INDENTURE NO. -Supplemental Indenture • January 4th, 1999 • Pp&l Capital Funding Inc • Electric services • New York
PP&L CAPITAL FUNDING, INC. $400,000,000 MEDIUM-TERM NOTES, SERIES A DUE NINE MONTHS TO FORTY YEARS FROM DATE OF ISSUEDistribution Agreement • October 16th, 1997 • Pp&l Capital Funding Inc • Electric services • New York
PPL CORPORATIONPledge Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
TRUST AGREEMENT OF PPL CAPITAL FUNDING TRUST IITrust Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • Delaware
EXHIBIT 4.15 ================================================================== ============== AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
PPL CAPITAL FUNDING, INC., ISSUER AND PPL CORPORATION, GUARANTOR TO JPMORGAN CHASE BANK, TRUSTEESupplemental Indenture • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
Exhibit 1.2 PPL CORPORATION COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
PP&L RESOURCES, INC., GUARANTORIndenture • October 16th, 1997 • Pp&l Capital Funding Inc • Electric services • New York
PPL CAPITAL FUNDING, INC., ISSUER AND PPL CORPORATION, GUARANTOR TO JPMORGAN CHASE BANK, TRUSTEESupplemental Indenture • November 18th, 2003 • PPL Capital Funding Inc • Electric services • New York
ISSUER ANDSubordinated Indenture • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
PPL CAPITAL FUNDING, INC., ISSUER AND PPL CORPORATION, GUARANTOR TO JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), TRUSTEESupplemental Indenture • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
andPurchase Contract Agreement • November 18th, 2003 • PPL Capital Funding Inc • Electric services • New York
EXHIBIT 10.1 PPL CAPITAL FUNDING, INC. 4.33% NOTES SERIES A DUE 2009 UNCONDITIONALLY GUARANTEED AS TO PAYMENT BY PPL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2004 • PPL Capital Funding Inc • Electric services • New York
EXHIBIT 4.19 TRUST SECURITIES GUARANTEE AGREEMENTTrust Securities Guarantee Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
EXHIBIT 4.10 PPL CORPORATION PPL CAPITAL FUNDING[, INC.] or [TRUST II] [PPL CAPITAL FUNDING TRUST II _____% PREFERRED SECURITIES DUE _____] [PPL CAPITAL FUNDING, INC. _____% DEFERRABLE NOTES DUE ____] [GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM,...Remarketing Agreement • April 5th, 2002 • Pp&l Capital Funding Inc • Electric services • New York
PPL CORPORATION as Collateral Agent and Securities Intermediary and JPMORGAN CHASE BANK, N.A., as Purchase Contract AgentPledge Agreement • March 20th, 2006 • PPL Capital Funding Inc • Electric services • New York
PLEDGE AGREEMENT, dated as of , among PPL CORPORATION, a Pennsylvania corporation (the “Company”), , as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (as defined herein) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and JPMORGAN CHASE BANK, N.A., a national banking association, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.
AMENDED AND RESTATED TRUST AGREEMENT among PPL CORPORATION, as Depositor and Trust Securities Guarantor, JPMORGAN CHASE BANK, as Property Trustee, CHASE MANHATTAN BANK USA, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN and THE SEVERAL...Trust Agreement • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
AMENDED AND RESTATED TRUST AGREEMENT, dated as of , , among (i) PPL Corporation, a Pennsylvania corporation as depositor (the “Depositor”) and as Trust Securities guarantor (the “Trust Securities Guarantor”), (ii) JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Property Trustee” and, in its separate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, a national association], as Delaware trustee (the “Delaware Trustee”), (iv) and , each an individual, and each of whose address is c/o PPL Corporation, Two North Ninth Street, Allentown, Pennsylvania 18101-1179 (each, an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to herein each as a “Trustee” and collectively as the “Trustees”), and (v) the several Holders, as hereinafter def
PPL CORPORATION and JPMORGAN CHASE BANK, N.A., as Purchase Contract Agent and TrusteePurchase Contract Agreement • March 20th, 2006 • PPL Capital Funding Inc • Electric services • New York
PURCHASE CONTRACT AGREEMENT, dated as of , , between PPL CORPORATION, a Pennsylvania corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).
Form of Deposit Agreement Preferred StockDeposit Agreement • March 20th, 2006 • PPL Capital Funding Inc • Electric services • New York
DEPOSIT AGREEMENT dated as of , among PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, , organized under the laws of the United States of America, and the holders from time to time of the Receipts described herein.
SUPPLEMENTAL INDENTURE NUMBER 5 Dated as of , 2003 Supplemental to the Indenture dated as of November 1, 1997Supplemental Indenture • October 21st, 2003 • Pp&l Capital Funding Inc • Electric services • New York
PPL CORPORATION PPL CAPITAL FUNDING, [INC.] or [TRUST II] [PPL Capital Funding Trust II % Preferred Securities Due ] [PPL Capital Funding, Inc. % Deferrable Notes Due ] [Guaranteed as to payment of principal, premium, if any, and interest by PPL...Remarketing Agreement • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
(the “Remarketing Agent”) is undertaking to remarket the [ % Deferrable Notes due (the “Securities”), issued by PPL Capital Funding, Inc., a Delaware corporation (“Capital Funding”), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation, a Pennsylvania corporation (the “Company”), pursuant to the Indenture, dated as of , among Capital Funding, the Company and , as trustee (the “Indenture Trustee”) as amended and supplemented by the First Supplemental Indenture to the Indenture, dated , relating to the Notes (as amended or supplemented, the “Indenture”).] [ % Preferred Securities due (the “Securities”), issued by PPL Capital Funding Trust II (the “Trust”), pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of , by and among , [Describe Notes for Preferred Securities]]
REMARKETING AGREEMENTRemarketing Agreement • September 3rd, 2003 • Pp&l Capital Funding Inc • Electric services • New York
Morgan Stanley & Co. Incorporated is undertaking to remarket the 7.29% notes due May 18, 2006 (the “Notes”), issued by PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital Funding”), and guaranteed PPL Corporation, a Pennsylvania corporation (the “Company”).
PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, TrusteeSupplemental Indenture • June 15th, 2004 • PPL Capital Funding Inc • Electric services
PPL Corporation Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
PPL Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, an aggregate of shares of its common stock, par value $0.01 per share (the “Common Stock”), the terms of which are set forth in Schedule II hereto (the “Underwritten Shares”). Additionally, the Company proposes to issue and sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Underwritten Shares, at the option of the Underwriters, up to an additional shares (the “Option Shares”). The Underwritten Shares and any Option Shares are herein referred to as the “Shares”.
PPL CORPORATION and JPMORGAN CHASE BANK, as Collateral Agent, Securities Intermediary, Custodial Agent and Purchase Contract Agent PLEDGE AGREEMENT Dated as of , 2003Pledge Agreement • September 3rd, 2003 • Pp&l Capital Funding Inc • Electric services • New York
PLEDGE AGREEMENT, dated as of , 2003, among PPL Corporation, a Pennsylvania corporation (the “Company”), JPMorgan Chase Bank, a New York banking corporation, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and as securities intermediary with respect to the Collateral Account (as defined below) (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), JPMorgan Chase Bank, a New York banking corporation, as custodial agent for the Company (in such capacity, together with its successors in such capacity, the “Custodial Agent”) and JPMorgan Chase Bank, a New York banking corporation, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities under the Purchase Contract Agreement (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”).
PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, TrusteeSupplemental Indenture • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (herein called the “Trustee”), under the Subordinated Indenture dated as of (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.”
SUPPLEMENTAL INDENTURE NUMBER 5 Dated as of , 2003 Supplemental to the Indenture dated as of November 1, 1997Supplemental Indenture • September 3rd, 2003 • Pp&l Capital Funding Inc • Electric services • New York
TRUST SECURITIES GUARANTEE AGREEMENT Among PPL Corporation (as Guarantor) and JPMorgan Chase Bank (as Guarantee Trustee) Relating to PPL Capital Funding Trust II dated as ofTrust Securities Guarantee Agreement • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
This TRUST SECURITIES GUARANTEE AGREEMENT (“Guarantee Agreement”), dated as of , is executed and delivered by PPL Corporation, a Pennsylvania corporation (the “Guarantor”), and JPMorgan Chase Bank, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Trust Securities [and Common Trust Securities] ([each] as defined herein [and together, the “Securities”]) of PPL Capital Funding Trust II, a Delaware statutory business trust (the “Issuer”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • November 18th, 2003 • PPL Capital Funding Inc • Electric services • New York
We do not express any opinion herein with respect to the validity, perfection or priority of any security interests granted under the New Pledge Agreement, or with respect to any approval, authorization, filing or other action required in connection therewith.
PPL CORPORATION and JPMORGAN CHASE BANK, as Purchase Contract Agent, Collateral Agent And Custodial Agent PURCHASE CONTRACT AGREEMENT Dated as of , 2003Purchase Contract Agreement • September 3rd, 2003 • Pp&l Capital Funding Inc • Electric services • New York
PURCHASE CONTRACT AGREEMENT, dated as of , 2003, (the “Agreement”) between PPL CORPORATION, a Pennsylvania corporation (the “Company”), JPMORGAN CHASE BANK, a New York banking corporation, acting as purchase contract agent for the Holders of Securities (as defined herein) from time to time (the “Purchase Contract Agent”), JPMORGAN CHASE BANK, a New York banking corporation, acting as collateral agent (the “Collateral Agent”) and JPMORGAN CHASE BANK, a New York banking corporation, acting as custodial agent for the Company (the “Custodial Agent”).
PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), TrusteeSupplemental Indenture • March 20th, 2006 • PPL Capital Funding Inc • Electric services • New York
SUPPLEMENTAL INDENTURE No. , dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Trustee (herein called the “Trustee”), under the Indenture dated as of November 1, 1997 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”
PPL Capital Funding, Inc. Medium-Term Notes, Series [ ] Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by PPL Corporation DISTRIBUTION AGREEMENTDistribution Agreement • June 15th, 2004 • PPL Capital Funding Inc • Electric services • New York
The Notes are to be issued pursuant to an Indenture, dated as of November 1, 1997, as amended or modified from time to time (the “Base Indenture”), among the Company, the Guarantor and JPMorgan Chase Bank, as trustee
