PPL CORPORATION as Collateral Agent and Securities Intermediary and JPMORGAN CHASE BANK, as Purchase Contract AgentPledge Agreement • June 15th, 2004 • 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, a New York banking corporation, 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 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]]
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 CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, TrusteePPL Capital Funding Inc • June 15th, 2004 • 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.”
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”).
PPL Capital Funding, Inc. Medium-Term Notes, Series [ ] Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by PPL Corporation DISTRIBUTION AGREEMENTPPL Capital Funding Inc • June 15th, 2004 • 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
PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), TrusteePPL Capital Funding Inc • June 15th, 2004 • Electric services • New York
SUPPLEMENTAL INDENTURE No. [7], 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 Indenture dated as of November 1, 1997 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. [7] being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”
PPL CORPORATION and JPMORGAN CHASE BANK, as Purchase Contract Agent and TrusteePurchase Contract Agreement • June 15th, 2004 • 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, a New York banking corporation, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).
