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Document Preview Pledge Agreement |
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Title: |
Pledge Agreement |
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Entities: |
JPMorgan Chase Bank; PPL Capital Funding Inc; Bank of New York |
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Date: |
2006 |
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Size: |
99KB total |
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Price: |
$60 |
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ID: |
#1397269 |
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PPL CORPORATION
,
as Collateral Agent and Securities Intermediary
and
JPMORGAN CHASE BANK, N.A.,
as Purchase Contract Agent
PLEDGE AGREEMENT
Dated as of
TABLE OF CONTENTS
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SECTION 1. |
Definitions. |
2 | ||
|
SECTION 2. |
Pledge; Control. |
5 | ||
|
SECTION 2.1 |
The Pledge. |
5 | ||
|
SECTION 2.2 |
Control; Financing Statement. |
5 | ||
|
SECTION 2.3 |
Termination. |
6 | ||
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SECTION 3. |
Distributions on Pledged Collateral. |
6 | ||
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SECTION 3.1 |
Income Distributions. |
6 | ||
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SECTION 3.2 |
Principal Payments Following Termination Event. |
6 | ||
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SECTION 3.3 |
Principal Payments Prior To or On Purchase Contract Settlement Date. |
6 | ||
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SECTION 3.4 |
Payments to Purchase Contract Agent. |
7 | ||
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SECTION 3.5 |
Assets Not Properly Released. |
7 | ||
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SECTION 4. |
Control. |
7 | ||
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SECTION 4.1 |
Establishment of Collateral Account. |
7 | ||
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SECTION 4.2 |
Treatment as Financial Assets. |
8 | ||
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SECTION 4.3 |
Sole Control by Collateral Agent. |
8 | ||
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SECTION 4.4 |
Securities Intermediarys Location. |
8 | ||
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SECTION 4.5 |
No Other Claims. |
8 | ||
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SECTION 4.6 |
Investment and Release. |
8 | ||
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SECTION 4.7 |
Statements and Confirmations. |
9 | ||
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SECTION 4.8 |
Tax Allocations. |
9 | ||
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SECTION 4.9 |
No Other Agreements. |
9 | ||
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SECTION 4.10 |
Powers Coupled With An Interest. |
9 | ||
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SECTION 5. |
Initial Deposit; Establishment of Treasury SPC Units and Reestablishment of SPC Units. |
9 | ||
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SECTION 5.1 |
Initial Deposit of Notes. |
9 | ||
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SECTION 5.2 |
Establishment of Treasury SPC Units. |
9 | ||
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SECTION 5.3 |
Reestablishment of SPC Units. |
10 | ||
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SECTION 5.4 |
Termination Event. |
11 | ||
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SECTION 5.5 |
Cash Settlement. |
12 | ||
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SECTION 5.6 |
Early Settlement. |
13 | ||
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SECTION 5.7 |
Application of Proceeds Settlement. |
14 | ||
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SECTION 5.8 |
[Tax Event Redemption. |
15 | ||
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SECTION 6. |
Voting Rights. |
16 | ||
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SECTION 7. |
Rights and Remedies. |
16 | ||
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SECTION 7.1 |
Rights and Remedies of the Collateral Agent. |
16 | ||
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SECTION 7.2 |
[Tax Event Redemption. |
17 | ||
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SECTION 7.3 |
Substitutions. |
18 | ||
-i-
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SECTION 8. |
Representations and Warranties; Covenants. |
18 | ||
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SECTION 8.1 |
Representations and Warranties. |
18 | ||
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SECTION 8.2 |
Covenants. |
18 | ||
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SECTION 9. |
The Collateral Agent and the Securities Intermediary. |
19 | ||
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SECTION 9.1 |
Appointment, Powers and Immunities. |
19 | ||
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SECTION 9.2 |
Instructions of the Company. |
20 | ||
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SECTION 9.3 |
Reliance by Collateral Agent and Securities Intermediary. |
20 | ||
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SECTION 9.4 |
Rights in Other Capacities. |
20 | ||
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SECTION 9.5 |
Non-Reliance on Collateral Agent and Securities Intermediary. |
21 | ||
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SECTION 9.6 |
Compensation and Indemnity. |
21 | ||
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SECTION 9.7 |
Failure to Act. |
22 | ||
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SECTION 9.8 |
Resignation of Collateral Agent and Securities Intermediary. |
22 | ||
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SECTION 9.9 |
Right to Appoint Agent or Advisor. |
24 | ||
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SECTION 9.10 |
Survival. |
24 | ||
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SECTION 9.11 |
Exculpation. |
24 | ||
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SECTION 10. |
Amendment. |
24 | ||
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SECTION 10.1 |
Amendment Without Consent of Holders. |
24 | ||
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SECTION 10.2 |
Amendment With Consent of Holders. |
25 | ||
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SECTION 10.3 |
Execution of Amendments. |
25 | ||
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SECTION 10.4 |
Effect of Amendments. |
26 | ||
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SECTION 10.5 |
Reference to Amendments. |
26 | ||
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SECTION 11. |
Miscellaneous. |
26 | ||
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SECTION 11.1 |
No Waiver. |
26 | ||
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SECTION 11.2 |
Governing Law. |
26 | ||
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SECTION 11.3 |
Notices. |
27 | ||
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SECTION 11.4 |
Successors and Assigns. |
27 | ||
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SECTION 11.5 |
Counterparts. |
27 | ||
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SECTION 11.6 |
Severability. |
27 | ||
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SECTION 11.7 |
Expenses, etc. |
27 | ||
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SECTION 11.8 |
Security Interest Absolute. |
28 | ||
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SECTION 11.9 |
Notice of a Tax Event, Tax Event Redemption and Termination Event |
28 | ||
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EXHIBIT A |
Instruction from Purchase Contract Agent to Collateral Agent (Establishment of Treasury SPC Units) |
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EXHIBIT B |
Instruction from Collateral Agent to Securities Intermediary (Establishment of Treasury SPC Units) |
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EXHIBIT C |
Instruction from Purchase Contract Agent to Collateral Agent (Reestablishment of SPC Units) |
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EXHIBIT D |
Instruction from Collateral Agent to Securities Intermediary (Reestablishment of SPC Units) |
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EXHIBIT E |
Notice of Cash Settlement from the Securities Intermediary to the Purchase Contract Agent |
-ii-
PLEDGE AGREEMENT
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.
RECITALS
The Company and the Purchase Contract Agent are parties to the Purchase Contract Agreement dated as of the date hereof (as modified and supplemented and in effect from time to time, the Purchase Contract Agreement), pursuant to which there may be issued up to SPC Units (the Securities).
Each SPC Unit, at issuance, consists of a unit comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a Purchase Contract) under which [(i)] the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for an amount in cash equal to $[25] (the Stated Amount), a number of shares of PPL Corporation Common Stock $.01 per share par value (Common Stock) equal to the Settlement Rate (as defined in the Purchase Contract Agreement), [and (ii) the Company will pay the Holder Purchase Contract Payments] and (b) a note of PPL Capital Funding, Inc., a wholly-owned subsidiary of the Company, which note shall be guaranteed as to payment of principal, premium, if any, and interest by the Company (a Note), having a principal amount equal to the Stated Amount and maturing on .
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