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Document Preview Distribution Agreement |
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Title: |
Distribution Agreement |
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Entities: |
JPMorgan Chase Bank; PPL Capital Funding Inc; Bank of New York; Dewey Ballantine LLP |
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Date: |
2004 |
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Size: |
Preview shows 8KB of 138KB total |
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Price: |
$65 |
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ID: |
#1397294 |
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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
, 200
[name]
[address]
[name]
[address]
[name]
[address]
[name]
[address]
Ladies and Gentlemen:
PPL Capital Funding, Inc. (formerly known as PP&L Capital Funding, Inc.), a Delaware corporation (the Company), and PPL Corporation (formerly known as PP&L Resources, Inc.), a Pennsylvania corporation (the Guarantor), confirm their agreement with [insert names of Agents] (each, an Agent, and collectively, the Agents) with respect to the issue and sale by the Company of its Medium-Term Notes, Series [ ] (the Notes). The Notes will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Guarantor pursuant to guarantees of the Guarantor (the Guarantees). Certain terms of the Notes are set forth in Schedule A hereto.
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
(the Trustee), as supplemented by a Supplemental Indenture No. 6, dated as of , 200 (the Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, the Guarantor and the Trustee. As of the date hereof, the Company has authorized the issuance and sale of up to $ aggregate principal amount of Notes to or through the Agents pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Notes and that such additional Notes may be sold to or through the Agents pursuant to the terms of this Agreement, all as though the issuance of such Notes were authorized as of the date hereof.
This Agreement provides both for the sale of Notes by the Company to one or more Agents as principal for resale to investors and other purchasers and for the sale of Notes by the Company directly to investors through one or more agents (as may from time to time be agreed to by the Company and the applicable Agent), in which case the applicable Agent will act as an agent of the Company in soliciting offers for the purchase of Notes.
In connection with the foregoing, the Company and the Guarantor have filed with the Securities and Exchange Commission (the Commission) a joint registration statement on Form S-3 (Nos. 333- , 333- -01 and 333- -02) for the registration of debt securities, including the Notes and the Guarantees, under the Securities Act of 1933, as amended (the 1933 Act) and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations). Such registration statement (as so amended, if applicable) has been declared effective by the Commission and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the 1939 Act). Such registration statement (as so amended, if applicable) is referred to herein as the Registration Statement; and the final prospectus and all applicable amendments or supplements thereto (including the final prospectus supplement relating to the offering of Notes), in the form first furnished to the applicable Agent(s) and to be transmitted for filing pursuant to Rule 424(b) of the 1933 Act Regulations, are collectively referred to herein as the Prospectus; provided, however, that all references to
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