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Title: |
Purchase Contract Agreement |
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Entities: |
Chase Manhattan Bank; JPMorgan Chase Bank; PPL Capital Funding Inc; Nasdaq Stock Market Inc. |
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Date: |
2006 |
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Size: |
Preview shows 43KB of 276KB total |
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Price: |
$59 |
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ID: |
#1397267 |
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Start of Preview |
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PPL CORPORATION
and
JPMORGAN CHASE BANK, N.A.,
as Purchase Contract Agent and Trustee
PURCHASE CONTRACT AGREEMENT
Dated as of
Reconciliation and Tie
between Trust Indenture Act
of 1939 and Purchase Contract
Agreement dated as of ,
|
Section of Trust Indenture Act of 1939, as amended |
Section of Purchase Contract Agreement | |
|
310(a) |
7.8 | |
|
310(b) |
7.9(g), 11.8 | |
|
310(c) |
Inapplicable | |
|
311(a) |
11.2(b) | |
|
311(b) |
11.2(b) | |
|
311(c) |
Inapplicable | |
|
312(a) |
11.2(a) | |
|
312(b) |
11.2(b) | |
|
313 |
11.3 | |
|
314(a) |
11.4 | |
|
314(b) |
Inapplicable | |
|
314(c) |
11.5 | |
|
314(d) |
Inapplicable | |
|
314(e) |
1.2, 1.3, 11.5 | |
|
314(f) |
11.1 | |
|
315(a) |
7.1(a) | |
|
315(b) |
7.2 | |
|
315(c) |
7.1(e) | |
|
315(d) |
7.1(b) | |
|
316(a) |
11.6 | |
|
316(b) |
6.1 | |
|
316(c) |
11.2 | |
|
317(a) |
Inapplicable | |
|
317(b) |
Inapplicable | |
|
318(a) |
11.1(b) | |
|
318(b) |
11.1 | |
|
318(c) |
11.1(a) |
| Note: | This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Purchase Contract Agreement. |
- i -
TABLE OF CONTENTS
| PAGE | ||||
|
ARTICLE I Definitions and Other Provisions of General Application |
1 | |||
|
SECTION 1.1 |
Definitions. |
1 | ||
|
SECTION 1.2 |
Compliance Certificates and Opinions. |
12 | ||
|
SECTION 1.3 |
Form of Documents Delivered to Purchase Contract Agent. |
12 | ||
|
SECTION 1.4 |
Acts of Holders; Record Dates. |
13 | ||
|
SECTION 1.5 |
Notices to Purchase Contract Agent, Company, Collateral Agent or Guarantor. |
14 | ||
|
SECTION 1.6 |
Notice to Holders; Waiver. |
15 | ||
|
SECTION 1.7 |
Effect of Headings and Table of Contents. |
16 | ||
|
SECTION 1.8 |
Successors and Assigns. |
16 | ||
|
SECTION 1.9 |
Separability Clause. |
16 | ||
|
SECTION 1.10 |
Benefits of Agreement. |
16 | ||
|
SECTION 1.11 |
Governing Law. |
16 | ||
|
SECTION 1.12 |
Legal Holidays. |
16 | ||
|
SECTION 1.13 |
Counterparts. |
17 | ||
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SECTION 1.14 |
Inspection of Agreement. |
17 | ||
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SECTION 1.15 |
Appointment of Additional Agents. |
17 | ||
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ARTICLE II Certificate Forms |
17 | |||
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SECTION 2.1 |
Forms of Certificates Generally. |
17 | ||
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SECTION 2.2 |
Form of Purchase Contract Agents Certificate of Authentication. |
18 | ||
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ARTICLE III The Securities |
19 | |||
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SECTION 3.1 |
Amount; Form and Denominations. |
19 | ||
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SECTION 3.2 |
Rights and Obligations Evidenced by the Certificates. |
19 | ||
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SECTION 3.3 |
Execution, Authentication, Delivery and Dating. |
20 | ||
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SECTION 3.4 |
Temporary Certificates. |
21 | ||
|
SECTION 3.5 |
Registration; Registration of Transfer and Exchange. |
21 | ||
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SECTION 3.6 |
Book-Entry Interests. |
22 | ||
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SECTION 3.7 |
Notices to Holders. |
23 | ||
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SECTION 3.8 |
Appointment of Successor Depositary. |
23 | ||
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SECTION 3.9 |
Definitive Certificates. |
23 | ||
|
SECTION 3.10 |
Mutilated, Destroyed, Lost and Stolen Certificates. |
24 | ||
|
SECTION 3.11 |
Persons Deemed Owners. |
25 | ||
|
SECTION 3.12 |
Cancellation. |
25 | ||
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SECTION 3.13 |
Creation of Treasury SPC Units by Substitution of Treasury Securities. |
26 | ||
|
SECTION 3.14 |
Reestablishment of SPC Units. |
27 | ||
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SECTION 3.15 |
Transfer of Collateral upon Occurrence of Termination Event. |
28 | ||
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SECTION 3.16 |
No Consent to Assumption. |
29 | ||
- ii -
|
ARTICLE IV The Notes [and Applicable Ownership Interest in the Treasury Portfolio] |
29 | |||
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SECTION 4.1 |
Interest Payments; Rights to Interest Payments Preserved. |
29 | ||
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SECTION 4.2 |
[Deferral of Interest Payments. |
30 | ||
|
SECTION 4.3 |
[Interest Rate Reset; Notice Relating to Cash Settlement. |
30 | ||
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SECTION 4.4 |
Notice and Voting. |
31 | ||
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SECTION 4.5 |
[Tax Event Redemption. |
31 | ||
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ARTICLE V The Purchase Contracts |
32 | |||
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SECTION 5.1 |
Purchase of Shares of Common Stock. |
32 | ||
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SECTION 5.2 |
[Purchase Contract Payments. |
34 | ||
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SECTION 5.3 |
[Deferral of Purchase Contract Payments. |
35 | ||
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SECTION 5.4 |
Payment of Purchase Price. |
36 | ||
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SECTION 5.5 |
Issuance of Shares of Common Stock. |
41 | ||
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SECTION 5.6 |
Adjustment of Settlement Rate. |
41 | ||
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SECTION 5.7 |
Notice of Adjustments and Certain Other Events. |
47 | ||
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SECTION 5.8 |
Termination Event; Notice. |
48 | ||
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SECTION 5.9 |
Early Settlement. |
49 | ||
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SECTION 5.10 |
No Fractional Shares. |
51 | ||
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SECTION 5.11 |
Charges and Taxes. |
52 | ||
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ARTICLE VI Remedies |
52 | |||
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SECTION 6.1 |
Unconditional Right of Holders to Receive Purchase Contract Payments and to Purchase Shares of Common Stock. |
52 | ||
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SECTION 6.2 |
Restoration of Rights and Remedies. |
52 | ||
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SECTION 6.3 |
Rights and Remedies Cumulative. |
53 | ||
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SECTION 6.4 |
Delay or Omission Not Waiver. |
53 | ||
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SECTION 6.5 |
Undertaking for Costs. |
53 | ||
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SECTION 6.6 |
Waiver of Stay or Extension Laws. |
53 | ||
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ARTICLE VII The Purchase Contract Agent |
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End of Preview |
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