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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: |
2003 |
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Size: |
Preview shows 41KB of 114KB total |
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Price: |
$55 |
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ID: |
#1397421 |
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PPL CORPORATION
and
JPMORGAN CHASE BANK, as Collateral Agent,
Securities Intermediary, Custodial Agent and Purchase Contract Agent
PLEDGE AGREEMENT
Dated as of , 2003
TABLE OF CONTENTS
| Section 1. | Definitions | 2 | ||||||
| Section 2. | Pledge | 5 | ||||||
| Section 2.1 | Pledge | 5 | ||||||
| Section 2.2 | Control; Financing Statement | 6 | ||||||
| Section 2.3 | Termination | 6 | ||||||
| Section 3. | Distributions on Pledged Collateral | 6 | ||||||
| Section 3.1 | Income Distributions | 6 | ||||||
| Section 3.2 | Principal Payments Following Termination Event | 6 | ||||||
| Section 3.3 | Principal Payments Prior To or On Purchase Contract Settlement Date | 6 | ||||||
| Section 3.4 | Payments to Purchase Contract Agent | 7 | ||||||
| Section 3.5 | Assets Not Properly Released | 7 | ||||||
| Section 4. | Control | 8 | ||||||
| Section 4.1 | Establishment of Collateral Account | 8 | ||||||
| Section 4.2 | Treatment as Financial Assets | 8 | ||||||
| Section 4.3 | Sole Control by Collateral Agent | 8 | ||||||
| Section 4.4 | Securities Intermediarys Location | 9 | ||||||
| Section 4.5 | No Other Claims | 9 | ||||||
| Section 4.6 | Investment and Release | 9 | ||||||
| Section 4.7 | Statements and Confirmations | 9 | ||||||
| Section 4.8 | Tax Allocations | 9 | ||||||
| Section 4.9 | No Other Agreements | 9 | ||||||
| Section 4.10 | Powers Coupled With An Interest | 10 | ||||||
| Section 4.11 | Waiver of Lien; Waiver of Set-off | 10 | ||||||
| Section 4.12 | Wire Transfer Instructions | 10 | ||||||
| Section 5. | Initial Deposit; Establishment of Treasury Units and Re-establishment of New PEPS Units | 10 | ||||||
| Section 5.1 | Initial Deposit of Notes | 10 | ||||||
| Section 5.2 | Establishment of Treasury Units | 10 | ||||||
| Section 5.3 | Reestablishment of New PEPS Units | 11 | ||||||
| Section 5.4 | Termination Event | 12 | ||||||
| Section 5.5 | Cash Settlement | 13 | ||||||
| Section 5.6 | Early Settlement | 15 | ||||||
| Section 5.7 | Application of Proceeds in Settlement of Purchase Contracts | 16 | ||||||
i
| Section 6. | Voting Rights Pledged Notes | 18 | ||||||
| Section 7. | Rights and Remedies | 18 | ||||||
| Section 7.1 | Rights and Remedies of the Collateral Agent | 18 | ||||||
| Section 7.2 | Substitutions | 19 | ||||||
| Section 8. | Representations and Warranties; Covenants | 19 | ||||||
| Section 8.1 | Representations and Warranties | 19 | ||||||
| Section 8.2 | Covenants | 20 | ||||||
| Section 9. | The Collateral Agent, the Securities Intermediary and the Custodial Agent | 21 | ||||||
| Section 9.1 | Appointment, Powers and Immunities | 21 | ||||||
| Section 9.2 | Instructions of the Company | 22 | ||||||
| Section 9.3 | Reliance by Collateral Agent, Securities Intermediary and Custodial Agent | 22 | ||||||
| Section 9.4 | Rights in Other Capacities | 23 | ||||||
| Section 9.5 | Non-Reliance on Collateral Agent, Securities Intermediary and Custodial Agent | 23 | ||||||
| Section 9.6 | Compensation and Indemnity | 24 | ||||||
| Section 9.7 | Failure to Act | 24 | ||||||
| Section 9.8 | Resignation of Collateral Agent, Securities Intermediary and Custodial Agent | 25 | ||||||
| Section 9.9 | Right to Appoint Agent or Advisor | 26 | ||||||
| Section 9.10 | Survival | 26 | ||||||
| Section 9.11 | Exculpation | 27 | ||||||
| Section 10. | Amendment | 27 | ||||||
| Section 10.1 | Amendment Without Consent of Holders | 27 | ||||||
| Section 10.2 | Amendment With Consent of Holders | 27 | ||||||
| Section 10.3 | Execution of Amendments | 28 | ||||||
| Section 10.4 | Effect of Amendments | 29 | ||||||
| Section 10.5 | Reference to Amendments | 29 | ||||||
| Section 11. | Miscellaneous | 29 | ||||||
| Section 11.1 | No Waiver | 29 | ||||||
| Section 11.2 | Governing Law | 29 | ||||||
| Section 11.3 | Notices | 30 | ||||||
| Section 11.4 | Successors and Assigns | 30 | ||||||
| Section 11.5 | Counterparts | 30 | ||||||
| Section 11.6 | Severability | 30 | ||||||
| Section 11.7 | Expenses, Etc. | 31 | ||||||
| Section 11.8 | Security Interest Absolute | 32 | ||||||
| Section 11.9 | Notice of Termination Event | 32 | ||||||
| Section 11.10 | Book-entry Interests | 32 | ||||||
ii
| EXHIBIT A | INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Establishment of Treasury Units) | A-1 | ||
| EXHIBIT B | INSTRUCTION FROM COLLATERAL AGENT TO SECURITIES INTERMEDIARY (Establishment of Treasury Units) | B-1 | ||
| EXHIBIT C | INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Reestablishment of New PEPS Units ) | C-1 | ||
| EXHIBIT D | INSTRUCTION FROM COLLATERAL AGENT TO SECURITIES INTERMEDIARY (Reestablishment of New PEPS Units) | D-1 | ||
| EXHIBIT E | NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Cash Settlement Amounts) | E-1 | ||
| EXHIBIT F | INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING | F-1 | ||
| EXHIBIT G | INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING | G-1 |
iii
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of , 2003, among PPL Corporation, a Pennsylvania corporation (the Company), JPMorgan Chase Bank, a New York banking corporation, as collateral agent (in such capacity, together with its successors in such capacity, the Collateral Agent) and as securities intermediary with respect to the Collateral Account (as defined below) (in such capacity, together with its successors in such capacity, the Securities Intermediary), JPMorgan Chase Bank, a New York banking corporation, as custodial agent for the Company (in such capacity, together with its successors in such capacity, the Custodial Agent) 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 under the Purchase Contract Agreement (in such capacity, together with its successors in such capacity, the Purchase Contract Agent).
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 $ New PEPS Units (including any Treasury Units (as referred to below)), the Securities).
Each Security, at issuance, consists of a unit comprised of (a) a stock purchase contract (the Purchase Contract) under which the Holder will purchase from the Company on May 18, 2004 (the Purchase Contract Settlement Date), for an amount equal to $25 (the Stated Amount), a number of shares of PPL Corporation common stock, par value $0.01 per share (Common Stock), equal to the Settlement Rate, and (b) a 1/40, or 2.5% undivided beneficial ownership interest in a note (the Note and, for purposes of this Agreement, references to a Note or beneficial interests in a Note shall include, if applicable, a 1/40, or 2.5%, undivided beneficial ownership interest in a $1,000 principal amount of a Note) issued by PPL Capital Funding, Inc. (the Issuer), having a principal amount equal to $1,000 and maturing on May 18, 2006, and guaranteed by the Company.
Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders to, among other things, execute and deliver this Agreement on behalf of such Holders and grant the pledge provided herein of the Collateral Account to secure the Obligations (as defined below).
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