EXHIBIT 4.9
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TRUST AGREEMENT
OF PP&L CAPITAL FUNDING TRUST I
This TRUST AGREEMENT of PP&L Capital Funding Trust I (the "Trust"), dated
as of September 21, 1999, among (i) PP&L Resources, Inc., a Pennsylvania
corporation (the "Depositor"), (ii) The Chase Manhattan Bank, a New York banking
corporation (the "Property Trustee"), as trustee of the Trust, (iii) Chase
Manhattan Bank Delaware, a Delaware banking corporation (the "Delaware
Trustee"), as trustee of the Trust, and (iv) Xxxxx X. Xxxx, an individual
employed by the Depositor or one of its affiliates, as trustee of the Trust (the
"Administrative Trustee")(the Administrative Trustee, together with any
administrative trustees appointed by the Depositor after the date hereof, the
"Administrative Trustees")(each of such trustees in (ii), (iii) and (iv) a
"Trustee," and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as "PP&L Capital Funding
Trust I", in which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Trust Securities and Common Trust Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. Each of the Administrative Trustees and the Depositor, acting singularly
or together, (and, in the case of (iv) below, Xxxx X. Xxxxxx and Xxxxx X. Xxxx,
each as an authorized representative of the Trust who may act singularly or
together on behalf of the Trust) are hereby authorized and directed (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and execute, in each case on behalf of the Trust, (a) a Registration Statement
on Form S-3 (the "1933 Act Registration Statement") (including any pre-effective
or post-effective amendments thereto), relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Trust Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Trust Securities of the Trust under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended; (ii) to prepare and file with one or more
national securities exchanges (each, an "Exchange") or the National Association
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of Securities Dealers ("NASD") and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred Trust Securities to be listed on any such Exchange or the NASD's
Nasdaq National Market, (iii) to prepare, file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Trust Securities
under the securities or blue sky laws of such jurisdictions as the Depositor or
the Administrative Trustee, on behalf of the Trust, may deem necessary or
desirable and (iv) to negotiate, execute, deliver and perform, on behalf of the
Trust, such underwriting agreements with one or more underwriters relating to
the offering of the Preferred Trust Securities in such form as the Depositor
shall approve.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, any Exchange, the NASD or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or her capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Property Trustee and the Delaware
Trustee, in their capacities as Trustees of the Trust, respectively, shall not
be required to join in any such filing or execute on behalf of the Trust any
such document unless required by the rules and regulations of the Commission,
any Exchange, the NASD or state securities or blue sky laws.
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In connection with the filings referred to in this Section 4, Xxxx X.
Xxxxxx, Xxxxx X. Xxxx and Xxxxxx X. Xxxx, and each of them, are hereby
constituted and appointed as the true and lawful attorneys-in-fact and agents
for the Depositor and each Administrative Trustee, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all filings and amendments (including post-effective amendments)
to any of such filings (including the 1933 Act Registration Statement and the
1934 Act Registration Statement) and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, the Exchange
and securities or blue sky administrators, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Depositor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be set forth in the amended and
restated Trust Agreement or shall be fixed from time to time by a written
instrument signed by the Depositor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the Business Trust
Act, one Trustee shall be either a natural person who is a resident of the State
of Delaware, or, if not a natural person, an entity which has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable Delaware law. Subject to the foregoing, the Depositor is entitled
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to appoint or remove without cause any Trustee at any time. Any Trustee may
resign upon thirty days prior written notice to Depositor.
7. The Depositor shall have the right to dissolve the Trust at any time
prior to the issuance of any Preferred Trust Security. Upon dissolution of the
Trust pursuant to this Section 7, each of the Administrative Trustees, acting
singly, is hereby authorized to prepare, execute and file a Certificate of
Cancellation in respect of the Trust with the Secretary of State of the State of
Delaware.
8. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
PP&L RESOURCES, INC.,
as Depositor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President - Finance and
Treasurer
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK DELAWARE,
as Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice President
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX, as Trustee
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CERTIFICATE OF TRUST
OF
PP&L CAPITAL FUNDING TRUST I
THIS CERTIFICATE OF TRUST of PP&L Capital Funding Trust I (the "Trust"),
dated as of September 21, 1999, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del.C. Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is PP&L Capital
Funding Trust I.
2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank Delaware, 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx
00000.
3. Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the only trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.
THE CHASE MANHATTAN BANK,
not in its individual capacity
but solely as trustee
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity
but solely as trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice President
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX, not in his individual
capacity but solely as trustee
