AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1999
REGISTRATION NOS. 333- AND 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
PP&L RESOURCES, INC. PP&L CAPITAL FUNDING, INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
PENNSYLVANIA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
23-2758192 23-2926644
(I.R.S. Employer Identification) (I.R.S. Employer Identification)
TWO NORTH NINTH STREET TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA ALLENTOWN, PENNSYLVANIA
18101-1179 18101
(610) 774-5151 (610) 774-5151
(Address, including zip code, and (Address, including zip code,
telephone number, including area and telephone number, including
code, of registrant's principal area code, of registrant's
executive offices) principal executive offices)
JAMES E. ABEL
TREASURER
PP&L RESOURCES, INC.
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101-1179
(610) 774-5151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
COPIES TO:
CATHERINE C. HOOD, ESQ. ROBERT B. HIDEN, JR., ESQ.
THELEN REID & PRIEST LLP SULLIVAN & CROMWELL
40 WEST 57TH STREET 125 BROAD STREET
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10004
(212) 603-2000 (212) 558-4000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the registration statement
becomes effective, as determined by market and other conditions.
---------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box.[X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
=========================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
BEING AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(1)(2) FEE
-------------------------------------------------------------------------
PP&L Capital
Funding, Inc.
Debt
Securities . $400,000,000 100% $400,000,000 $111,200
PP&L
Resources,
Inc. Guarantees
of PP&L Capital
Funding, Inc.
Debt Securities
(3) . . . .
Total . . . . $400,000,000 100% $400,000,000 $111,200
=========================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Securities
Act of 1933.
(2) Exclusive of accrued interest, if any.
(3) No separate consideration will be received for the
Guarantees.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
============================================================================
<PAGE>
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated January 4, 1999
PROSPECTUS PP&L CAPITAL FUNDING, INC.
PP&L RESOURCES, INC.
Two North Ninth Street
Allentown, Pennsylvania 18101
(610) 774-5151
$400,000,000
PP&L CAPITAL FUNDING, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED
AS TO PAYMENT OF PRINCIPAL, AND ANY PREMIUM AND INTEREST, BY
PP&L RESOURCES, INC.
PP&L Capital Funding, Inc. may offer from time to time up to
$400,000,000 of its unsecured debt securities. PP&L Resources,
Inc. will unconditionally guarantee the payment of principal, and
any premium and interest on the debt securities.
We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus
and the supplements carefully before you invest. This prospectus
may not be used to sell securities unless accompanied by a
prospectus supplement.
We may offer the securities directly or through
underwriters, agents or dealers. The supplements will describe
the terms of any particular plan of distribution. The section
captioned "Plan of Distribution" below also provides more
information on this topic.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
----
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . 2
PP&L RESOURCES . . . . . . . . . . . . . . . . . . . . . . . 4
PP&L CAPITAL FUNDING . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 5
RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . 5
DESCRIPTION OF THE DEBT SECURITIES . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
VALIDITY OF THE DEBT SECURITIES AND THE GUARANTEES . . . . . 17
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . 17
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
PP&L Resources, Inc. ("PP&L Resources") files reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). Information filed with the SEC by PP&L
Resources can be inspected and copied at the Public Reference
Room maintained by the SEC and at the Regional Offices of the
SEC:
Public Reference Room New York Regional Chicago Regional
450 Fifth Street, Office Office
N.W. 7 World Trade Citicorp Center
Room 1024 Center 500 West Madison
Washington, D.C. Suite 1300 Street
20549 New York, New York Suite 1400
10048 Chicago, Illinois
60661-2551
You may also obtain copies of this information by mail from
the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates. Further
information on the operation of the SEC's Public Reference Room
in Washington, D.C. can be obtained by calling the SEC at 1-800-
SEC-0330.
The SEC also maintains an Internet world wide web site that
contains reports, proxy statements and other information about
issuers, such as PP&L Resources, who file electronically with the
Commission. The address of that site is http://www.sec.gov.
------------------
PP&L Resources Common Stock is listed on the New York Stock
Exchange (NYSE: PPL), and reports, proxy statements and other
information concerning PP&L Resources can also be inspected at
the offices of such Exchange at 20 Broad Street, New York, New
York 10005. In addition, reports, proxy statements and other
information concerning PP&L Resources can be inspected at its
offices at Two North Ninth Street, Allentown, Pennsylvania 18101.
More information may be obtained by contacting the PP&L Resources
Internet site (http://www.pplresources.com).
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This prospectus is part of a registration statement that we
filed with the SEC. The full registration statement may be
obtained from the SEC or PP&L Resources, as indicated below.
Forms of the indenture and other documents establishing the terms
of the offered debt securities and the guarantees are filed as
exhibits to the registration statement. Statements in this
prospectus about such documents are summaries. You should refer
to the actual documents for a more complete description of the
relevant matters.
INCORPORATION BY REFERENCE
The rules of the SEC allow us to "incorporate by reference"
information into this prospectus, which means that we can
disclose important information to you by referring you to another
document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this
prospectus, and later information that we file with the SEC will
automatically update and supersede that information. The
prospectus incorporates by reference the documents set forth
below that have been previously filed with the SEC. These
documents contain important information about PP&L Resources.
SEC FILINGS (FILE NO. 1-11459) PERIOD
------------------------------ ------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, June
30, and September 30, 1998
Current Reports on Form 8-K February 2, April 17, May 1,
May 22, June 23, July 7,
August 20, August 28, October
2, October 19 and November 2,
1998
We are also incorporating by reference additional documents
that PP&L Resources files with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), between the date of this
prospectus and the termination of the offering of the Debt
Securities.
PP&L Resources will provide without charge to each person,
including any beneficial owner, to whom a copy of this prospectus
has been delivered a copy of any and all of these filings. You
may request a copy of these filings by writing or telephoning us
at:
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Attention: Investor Services Department
Telephone: 1-800-345-3085
We have not included or incorporated by reference any
separate financial statements of PP&L Capital Funding, Inc.
("PP&L Capital Funding") herein. We do not consider that those
financial statements would be material to holders of the Debt
Securities because (i) PP&L Capital Funding was formed for the
primary purpose of providing financing for PP&L Resources and its
subsidiaries, (ii) PP&L Capital Funding does not currently engage
in any independent operations and (iii) PP&L Capital Funding does
not currently plan to engage, in the future, in more than minimal
independent operations. See "PP&L Capital Funding." PP&L
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Capital Funding has received a "no action" letter from the Staff
of the SEC stating that the Staff would not raise any objection
if PP&L Capital Funding does not file periodic reports under
Sections 13 and 15(d) of the Exchange Act. Accordingly, we do
not expect PP&L Capital Funding to file those reports.
PP&L RESOURCES
PP&L Resources is a holding company with headquarters in
Allentown, Pennsylvania. Its subsidiaries include PP&L, Inc.
("PP&L"), which provides electricity delivery service in eastern
and central Pennsylvania, sells retail electricity throughout
Pennsylvania and markets wholesale energy throughout the eastern
United States and Canada; PP&L EnergyPlus Co., which sells energy
and energy services to newly deregulated markets; PP&L Global,
Inc. ("PP&L Global"), an international independent power company;
PP&L Spectrum, Inc., which markets energy management services
and products; Penn Fuel Gas, Inc. ("PFG"), which sells natural
gas and propane in Pennsylvania and Maryland; PP&L Capital
Funding, which engages in financing for PP&L Resources and its
subsidiaries; and H.T. Lyons, Inc. and McClure Company, which
provide heating, ventilating and air-conditioning services.
PP&L Global, PP&L Resources' principal unregulated
subsidiary, has investments and commitments of approximately $638
million in distribution, transmission and generation facilities
in the United Kingdom, Bolivia, Peru, Argentina, Spain, Portugal,
Chile and El Salvador. PP&L Global's major investments to date
are South Western Electricity plc, a British regional electric
utility company, Empresas Emel, S.A., a Chilean electric
distribution holding company, and DelSur, an El Salvadorian
electric distribution company.
In September 1998, PP&L Global reached an agreement with
Bangor Hydro-Electric to purchase 100% of the Bangor Hydro's
hydroelectric assets, as well as its interest in an oil-fired
generation facility, for $89 million. The acquisition, which is
subject to state and federal regulatory approvals and third-party
consents, is expected to close by mid-1999.
In November 1998, PP&L Global signed definitive agreements
with Montana Power Company, Portland General Electric Company and
Puget Sound Energy, Inc. to acquire 13 Montana power plants, with
2,614 MW of generating capacity, for a purchase price of $1.6
billion. The acquisition is subject to several conditions,
including the receipt of required state and federal regulatory
approvals and third-party consents. PP&L Global expects to
complete the acquisition by the end of 1999. The agreements also
provide for PP&L Global's acquisition of related transmission
assets for $182 million, subject to certain conditions, including
federal regulatory approval.
The information above concerning PP&L Resources and its
subsidiaries is only a summary and does not purport to be
comprehensive. For additional information concerning PP&L
Resources and its subsidiaries, you should refer to the
information described in "Where You Can Find More Information."
PP&L Resources' offices are located at Two North Ninth
Street, Allentown, Pennsylvania 18101 and the telephone number is
(610) 774-5151.
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<PAGE>
PP&L CAPITAL FUNDING
PP&L Capital Funding is a Delaware corporation and a wholly-
owned subsidiary of PP&L Resources. PP&L Capital Funding's
primary business is to provide financing for the operations of
PP&L Resources and its subsidiaries.
PP&L Capital Funding's offices are located at Two North
Ninth Street, Allentown, Pennsylvania 18101 and the telephone
number is (610) 774-5151.
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus
supplement, the net proceeds from the sale of the offered debt
securities will be loaned to PP&L Resources and/or its
subsidiaries. PP&L Resources and/or its subsidiaries are
expected to use the proceeds for general corporate purposes,
including investing in unregulated business activities and
reducing short-term debt incurred to provide interim financing
for such purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to
fixed charges for PP&L Resources for the periods indicated:
Twelve Months
Ended(a) Year Ended December 31,
------------------ ----------------------------
September 30, 1998 1997 1996 1995 1994 1993
------------------ ---- ---- ---- ---- ----
Ratio of
earnings to
fixed charges . . 3.49 3.23 3.45 3.47 2.70 3.31
(a) Excluding extraordinary items. Earnings for the twelve
months ended September 30, 1998 exclude an extraordinary
charge of $948 million (after tax) associated with PP&L's
restructuring proceedings before the Pennsylvania Public
Utility Commission and the Federal Energy Regulatory
Commission. See PP&L Resources' reports on file with the
SEC pursuant to the Exchange Act as described under "Where
You Can Find More Information" for more information.
DESCRIPTION OF THE DEBT SECURITIES
The following description sets forth certain general terms
and provisions of PP&L Capital Funding's unsecured debt
securities, consisting of notes or debentures, that we may offer
by this prospectus ("Debt Securities"). We will describe the
particular terms of Debt Securities, and provisions that vary
from those described below, in one or more prospectus
supplements.
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We may issue the Debt Securities from time to time in the
future in one or more series. We will issue the Debt Securities
and the guarantee or guarantees of PP&L Resources relating
thereto (the "Guarantee" or "Guarantees") under the Indenture,
dated as of November 1, 1997 (as such indenture has been and may
be supplemented, the "Indenture"), among PP&L Capital Funding,
PP&L Resources and The Chase Manhattan Bank, as trustee (the
"Trustee"). A copy of a form of the Indenture is filed as an
exhibit to the registration statement.
The Indenture and its associated documents contain the full
legal text of the matters described in this section. Because
this section is a summary, it does not describe every aspect of
the Debt Securities or the Indenture. This summary is subject to
and qualified in its entirety by reference to all the provisions
of the Indenture, including definitions of certain terms used in
the Indenture. We also include references in parentheses to
certain sections of the Indenture. Whenever we refer to
particular sections or defined terms of the Indenture in this
prospectus or in a prospectus supplement, such sections or
defined terms are incorporated by reference herein or in the
prospectus supplement. This summary also is subject to and
qualified by reference to the description of the particular terms
of your securities described in the applicable prospectus
supplement or supplements.
GENERAL
We may issue an unlimited amount of Debt Securities or other
securities under the Indenture. The Debt Securities and all
other debt securities issued previously or hereafter under the
Indenture are collectively referred to herein as the "Indenture
Securities."
The Debt Securities will be unsecured obligations of PP&L
Capital Funding, and by the Guarantees will be unconditionally
guaranteed by PP&L Resources as to payment of principal, and any
premium and interest. See " Guarantee of PP&L Resources; Holding
Company Structure."
Prior to the issuance of each series, certain aspects of the
particular Securities have to be specified in a supplemental
indenture, a board resolution of PP&L Capital Funding, or in one
or more officer's certificates of PP&L Capital Funding pursuant
to a supplemental indenture or a board resolution. We refer you
to the applicable prospectus supplement(s) for a description of
the following terms of the series of Debt Securities:
(a) the title of such Debt Securities;
(b) any limit upon the principal amount of such Debt
Securities;
(c) the date or dates on which principal will be payable or
how to determine such dates;
(d) the rate or rates or method of determination of
interest; the date from which interest will accrue; the
dates on which interest will be payable ("Interest
Payment Dates"); and any record dates for the interest
payable on such Interest Payment Dates;
(e) any obligation or option of PP&L Capital Funding to
redeem, purchase or repay Debt Securities, or any
option of the Holder to require PP&L Capital Funding to
redeem or repurchase Debt Securities, and the terms and
conditions upon which such Debt Securities will be
redeemed, purchased or repaid;
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(f) the denominations in which such Debt Securities will be
issuable (if other than denominations of $1,000 and any
integral multiple thereof);
(g) whether such Debt Securities are to be issued in whole
or in part in the form of one or more global Debt
Securities and, if so, the identity of the depositary
for such global Debt Securities; and
(h) any other terms of such Debt Securities.
(See Section 301.)
GUARANTEE OF PP&L RESOURCES; HOLDING COMPANY STRUCTURE
PP&L Resources will unconditionally guarantee the payment of
principal of and any premium and interest on the Debt Securities,
when due and payable, whether at the stated maturity date, by
declaration of acceleration, call for redemption or otherwise, in
accordance with the terms of such Debt Securities and the
Indenture. The Guarantees will remain in effect until the entire
principal of and any premium and interest on the Debt Securities
has been paid in full or otherwise discharged in accordance with
the provisions of the Indenture. (See Article Fourteen.)
PP&L Resources conducts its operations primarily through
PP&L and PP&L Resources' other wholly-owned subsidiaries, and
substantially all of PP&L Resources' consolidated assets are held
by PP&L and these other subsidiaries. Accordingly, PP&L
Resources' cash flow and its ability to meet its obligations
under the Guarantees are largely dependent upon the earnings of
PP&L and the other subsidiaries and the distribution or other
payment of such earnings to PP&L Resources in the form of
dividends or loans or advances and repayment of loans and
advances from PP&L Resources. The subsidiaries are separate and
distinct legal entities and, except for PP&L Capital Funding,
have no obligation to pay any amounts due on the Debt Securities
or to make any funds available for such payment.
Because PP&L Resources is a holding company, its obligations
under the Guarantees will be effectively subordinated to all
existing and future liabilities of its subsidiaries. Therefore,
PP&L Resources' rights and the rights of its creditors, including
the rights of the holders of the Debt Securities under the
Guarantees, to participate in the assets of any subsidiary (other
than PP&L Capital Funding) upon the liquidation or reorganization
of such a subsidiary will be subject to the prior claims of such
subsidiary's creditors. To the extent that PP&L Resources may
itself be a creditor with recognized claims against any such
subsidiary, PP&L Resources' claims would still be effectively
subordinated to any security interest in, or mortgages or other
liens on, the assets of such subsidiary and would be subordinated
to any indebtedness or other liabilities of such subsidiary
senior to that held by PP&L Resources. Although certain
agreements to which PP&L Resources and its subsidiaries are
parties limit the incurrence of additional indebtedness, both
PP&L Resources and its subsidiaries retain the ability to incur
substantial additional indebtedness and other liabilities.
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PAYMENT OF DEBT SECURITIES
INTEREST
Unless we indicate differently in a prospectus supplement,
we will pay interest on each Debt Security on each Interest
Payment Date by check mailed to the person in whose name such
Debt Security is registered (the registered holder of any
Indenture Security being called a "Holder" in this prospectus) as
of the close of business on the regular record date relating to
such Interest Payment Date, except, that interest payable at
maturity (whether at stated maturity, upon redemption or
otherwise, "Maturity") will be paid to the person to whom
principal is paid.
However, if we default in paying interest on a Debt
Security, we will pay defaulted interest in either of the two
following ways:
(a) We will first propose to the Trustee a payment date for
such defaulted interest. Next, the Trustee will choose
a Special Record Date for determining which Holders are
entitled to the payment. The Special Record Date will
be between 10 and 15 days before the payment date we
propose. Finally, we will pay such defaulted interest
on the payment date to the Holder of the Debt Security
as of the close of business on the Special Record Date.
(b) Alternatively, we can propose to the Trustee any other
lawful manner of payment that is consistent with the
requirements of any securities exchange on which such
Debt Securities are listed for trading. If the Trustee
thinks the proposal is practicable, payment will be
made as proposed.
(See Section 307.)
PRINCIPAL
Unless we indicate differently in a prospectus supplement,
we will pay principal of and any premium and interest on the Debt
Securities at Maturity upon presentation of the Debt Securities
at the office of The Chase Manhattan Bank in New York, New York,
as our Paying Agent. Any other Paying Agent initially designated
for the Debt Securities of a particular series will be named in
the applicable prospectus supplement.
In our discretion, we may change the place of payment on the
Debt Securities, and may remove any Paying Agent and may appoint
one or more additional Paying Agents (including PP&L Capital
Funding, PP&L Resources or any affiliate of either of them).
(See Section 602.)
FORM; TRANSFERS; EXCHANGES
The Debt Securities will be issued
(a) only in fully registered form;
(b) without interest coupons; and
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(c) in denominations that are even multiples of $1,000.
You may have your Debt Securities divided into Debt
Securities of smaller denominations (of at least $1,000) or
combined into Debt Securities of larger denominations, as long as
the total principal amount is not changed. This is called an
"exchange."
You may exchange or transfer Debt Securities at the office
of the Trustee. The Trustee acts as our agent for registering
Debt Securities in the names of holders and transferring debt
securities. We may appoint another agent or act as our own agent
for this purpose. The entity performing the role of maintaining
the list of registered holders is called the "Security
Registrar." It will also perform transfers.
In our discretion, we may change the place for registration
of transfer of the Debt Securities and may remove and/or appoint
one or more additional Security Registrars (including PP&L
Capital Funding, PP&L Resources or any affiliate of either of
them). (See Sections 305 and 602.)
Except as otherwise provided in a prospectus supplement,
there will be no service charge for any transfer or exchange of
the Debt Securities, but you may be required to pay a sum
sufficient to cover any tax or other governmental charge payable
in connection therewith. We may block the transfer or exchange
of (a) Debt Securities during a period of 15 days prior to giving
any notice of redemption or (b) any Debt Security selected for
redemption in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part. (See Section 305.)
REDEMPTION
We will set forth any terms for the redemption of Debt
Securities in a prospectus supplement. Unless we indicate
differently in a prospectus supplement, and except with respect
to Debt Securities redeemable at the option of the Holder, Debt
Securities will be redeemable upon notice by mail between 30 and
60 days prior to the redemption date. If less than all of the
Debt Securities of any series or any tranche thereof are to be
redeemed, the Trustee will select the Debt Securities to be
redeemed. In the absence of any provision for selection, the
Trustee will choose a method of random selection as it deems fair
and appropriate. (See Sections 403 and 404.)
Debt Securities will cease to bear interest on the
redemption date. PP&L Capital Funding will pay the redemption
price and any accrued interest once you surrender the Debt
Security for redemption. (See Section 405.) If only part of a
Debt Security is redeemed, the Trustee will deliver to you a new
Debt Security of the same series for the remaining portion
without charge. (Section 406.)
We may make any redemption at the option of PP&L Capital
Funding conditional upon the receipt by the Paying Agent, on or
prior to the date fixed for redemption, of money sufficient to
pay the redemption price. If the Paying Agent has not received
such money by the date fixed for redemption, PP&L Capital Funding
will not be required to redeem such Debt Securities. (See
Section 404.)
EVENTS OF DEFAULT
An "Event of Default" occurs with respect to Indenture
Securities of any series if
(a) we do not pay any interest on any Indenture Securities
of the applicable series within 30 days of the due
date;
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(b) we do not pay principal or premium on any Indenture
Securities of the applicable series on its due date;
(c) we remain in breach of a covenant (excluding covenants
solely applicable to a specific series) or warranty of
the Indenture for 90 days after we receive a written
notice of default stating we are in breach and
requiring remedy of the breach; the notice must be sent
by either the Trustee or Holders of 25% of the
principal amount of Indenture Securities of the
affected series; the Trustee or such Holders can agree
to extend the 90-day period and such an agreement to
extend will be automatically deemed to occur if we are
diligently pursuing action to correct the default;
(d) the Guarantees on any Indenture Securities of the
applicable series
(1) cease to be effective (except in accordance
with their terms),
(2) are found in any judicial proceeding to be
unenforceable or invalid, or
(3) are denied or disaffirmed (except in
accordance with their terms);
(e) we file for bankruptcy or certain other events in
bankruptcy, insolvency, receivership or reorganization
occur; or
(f) any other Event of Default specified in the prospectus
supplement occurs.
(See Section 801.)
No Event of Default with respect to the Debt Securities
necessarily constitutes an Event of Default with respect to the
Indenture Securities of any other series issued under the
Indenture.
REMEDIES
ACCELERATION
ANY ONE SERIES. If an Event of Default occurs and is
continuing with respect to any one series of Indenture
Securities, then either the Trustee or the Holders of 25% in
principal amount of the outstanding Indenture Securities of such
series may declare the principal amount of all of the Indenture
Securities of such series to be due and payable immediately.
MORE THAN ONE SERIES. If an Event of Default occurs and is
continuing with respect to more than one series of Indenture
Securities, then either the Trustee or the Holders of 25% in
aggregate principal amount of the outstanding Indenture
Securities of all such series, considered as one class, may make
such declaration of acceleration. Thus, if there is more than
one series affected, the action by 25% in principal amount of the
Indenture Securities of any particular series will not, in
itself, be sufficient to make a declaration of acceleration.
(See Section 802.)
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RESCISSION OF ACCELERATION
After the declaration of acceleration has been made and
before the Trustee has obtained a judgment or decree for payment
of the money due, such declaration and its consequences will be
rescinded and annulled, if
(a) we pay or deposit with the Trustee a sum sufficient to
pay
(1) all overdue interest;
(2) the principal of and any premium which have become
due otherwise than by such declaration of
acceleration and overdue interest thereon;
(3) interest on overdue interest to the extent lawful;
and
(4) all amounts due to the Trustee under the
Indenture; and
(b) all Events of Default, other than the nonpayment of the
principal which has become due solely by such
declaration of acceleration, have been cured or waived
as provided in the Indenture.
(See Section 802.) For more information as to waiver of
defaults, see " Waiver of Default and of Compliance" below.
CONTROL BY HOLDERS; LIMITATIONS
Subject to the Indenture, if an Event of Default with
respect to the Indenture Securities of any one series occurs and
is continuing, the Holders of a majority in principal amount of
the outstanding Indenture Securities of that series will have the
right to
(a) direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
(b) exercise any trust or power conferred on the Trustee
with respect to the Indenture Securities of such
series.
If an Event of Default is continuing with respect to more
than one series of Indenture Securities, the Holders of a
majority in aggregate principal amount of the outstanding
Indenture Securities of all such series, considered as one class,
will have the right to make such direction, and not the Holders
of the Indenture Securities of any one of such series. These
rights of Holders to make direction are subject to the following
limitations:
(a) the Holders' directions will not conflict with any
law or the Indenture; and
(b) the Holders' directions may not involve the Trustee in
personal liability where the Trustee believes indemnity
is not adequate.
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The Trustee may also take any other action it deems proper which
is consistent with the Holders' direction. (See Sections 812 and
903.)
In addition, the Indenture provides that no Holder of any
Indenture Security will have any right to institute any
proceeding, judicial or otherwise, with respect to the Indenture
for the appointment of a receiver or for any other remedy
thereunder unless
(a) that Holder has previously given the Trustee
written notice of a continuing Event of Default;
(b) the Holders of 25% in aggregate principal amount
of the outstanding Indenture Securities of all
affected series, considered as one class, have
made written request to the Trustee to institute
proceedings in respect of that Event of Default
and have offered the Trustee reasonable indemnity
against costs and liabilities incurred in
complying with such request; and
(c) for 60 days after receipt of such notice, the
Trustee has failed to institute any such
proceeding and no direction inconsistent with such
request has been given to the Trustee during such
60-day period by the Holders of a majority in
aggregate principal amount of outstanding
Indenture Securities of all affected series,
considered as one class.
Furthermore, no Holder will be entitled to institute any such
action if and to the extent that such action would disturb or
prejudice the rights of other Holders. (See Sections 807 and
903.)
However, each Holder has an absolute and unconditional right
to receive payment when due and to bring a suit to enforce that
right. (See Sections 807 and 808.)
NOTICE OF DEFAULT
The Trustee is required to give the Holders of the Indenture
Securities notice of any default under the Indenture to the
extent required by the Trust Indenture Act, unless such default
has been cured or waived; except that in the case of an Event of
Default of the character specified above in clause (c) under
"Events of Default," no such notice shall be given to such
Holders until at least 75 days after the occurrence thereof. (See
Section 902.) The Trust Indenture Act currently permits the
Trustee to withhold notices of default (except for certain
payment defaults) if the Trustee in good faith determines the
withholding of such notice to be in the interests of the Holders.
We will furnish the Trustee with an annual statement as to
the compliance by PP&L Capital Funding with the conditions and
covenants in the Indenture. (See Section 605.)
WAIVER OF DEFAULT AND OF COMPLIANCE
The Holders of a majority in aggregate principal amount of
the outstanding Indenture Securities of any series may waive, on
behalf of the Holders of all Indenture Securities of such series,
any past default under the Indenture, except a default in the
payment of principal, premium or interest, or with respect to
compliance with certain provisions of the Indenture that cannot
be amended without the consent of the Holder of each outstanding
Indenture Security. (See Section 813.)
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Compliance with certain covenants in the Indenture or
otherwise provided with respect to Indenture Securities may be
waived by the Holders of a majority in aggregate principal amount
of the affected Indenture Securities, considered as one class.
(See Section 606.)
CONSOLIDATION, MERGER AND CONVEYANCE OF ASSETS AS AN ENTIRETY; NO
FINANCIAL COVENANTS
Subject to the provisions described in the next paragraph,
each of PP&L Capital Funding and PP&L Resources will preserve its
corporate existence. (See Section 604.)
PP&L Capital Funding and PP&L Resources have each agreed not
to consolidate with or merge into any other entity or convey,
transfer or lease its properties and assets substantially as an
entirety to any entity unless
(a) the entity formed by such consolidation or into which
PP&L Capital Funding or PP&L Resources, as the case may
be, is merged or the entity which acquires or which
leases the property and assets of PP&L Capital Funding
or PP&L Resources, as the case may be, substantially as
an entirety is an entity organized and existing under
the laws of the United States of America or any State
thereof or the District of Columbia, and expressly
assumes, by supplemental indenture, the due and
punctual payment of the principal, premium and interest
on all the outstanding Indenture Securities (or the
Guarantees endorsed thereon, as the case may be) and
the performance of all of the covenants of PP&L Capital
Funding or PP&L Resources, as the case may be, under
the Indenture, and
(b) immediately after giving effect to such transactions,
no Event of Default, and no event which after notice or
lapse of time or both would become an Event of Default,
will have occurred and be continuing. (See Section
1101.)
Neither the Indenture nor the Guarantee contains any
financial or other similar restrictive covenants.
MODIFICATION OF INDENTURE
WITHOUT HOLDER CONSENT. Without the consent of any Holders
of Indenture Securities, PP&L Capital Funding, PP&L Resources and
the Trustee may enter into one or more supplemental indentures
for any of the following purposes:
(a) to evidence the succession of another entity to PP&L
Capital Funding or PP&L Resources; or
(b) to add one or more covenants of PP&L Capital Funding or
PP&L Resources or other provisions for the benefit of
the Holders of all or any series or tranche of
Indenture Securities, or to surrender any right or
power conferred upon PP&L Capital Funding or PP&L
Resources; or
(c) to add any additional Events of Default for all or any
series of Indenture Securities; or
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(d) to change or eliminate any provision of the Indenture
or to add any new provision to the Indenture that does
not adversely affect the interests of the Holders; or
(e) to provide security for the Indenture Securities of any
series; or
(f) to establish the form or terms of Indenture Securities
of any series or tranche or any Guarantees as permitted
by the Indenture; or
(g) to provide for the issuance of bearer securities; or
(h) to evidence and provide for the acceptance of
appointment of a separate or successor Trustee; or
(i) to provide for the procedures required to permit the
utilization of a noncertificated system of registration
for any series or tranche of Indenture Securities; or
(j) to change any place or places where
(1) we may pay principal, premium and interest,
(2) Indenture Securities may be surrendered for
transfer or exchange, and
(3) notices and demands to or upon PP&L Capital
Funding or PP&L Resources may be served; or
(k) to cure any ambiguity, defect or inconsistency or to
make any other changes that do not adversely affect the
interests of the Holders in any material respect.
(See Section 1201.)
If the Trust Indenture Act is amended after the date of the
Indenture so as to require changes to the Indenture or so as to
permit changes to, or the elimination of, provisions which, at
the date of the Indenture or at any time thereafter, were
required by the Trust Indenture Act to be contained in the
Indenture, the Indenture will be deemed to have been amended so
as to conform to such amendment or to effect such changes or
elimination, and PP&L Capital Funding, PP&L Resources and the
Trustee may, without the consent of any Holders, enter into one
or more supplemental indentures to effect or evidence such
amendment.
WITH HOLDER CONSENT. Except as provided above, the consent
of the Holders of at least a majority in aggregate principal
amount of the Indenture Securities of all outstanding series,
considered as one class, is generally required for the purpose of
adding to, or changing or eliminating any of the provisions of,
the Indenture pursuant to a supplemental indenture. However, if
less than all of the series of outstanding Indenture Securities
are directly affected by a proposed supplemental indenture, then
such proposal only requires the consent of the Holders of a
majority in aggregate principal amount of the outstanding
Indenture Securities of all directly affected series, considered
as one class. Moreover, if the Indenture Securities of any
series have been issued in more than one tranche and if the
proposed supplemental indenture directly affects the rights of
the Holders of Indenture Securities of one or more, but less than
all, of such tranches, then such proposal only requires the
consent of the Holders of a majority in aggregate principal
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amount of the outstanding Indenture Securities of all directly
affected tranches, considered as one class.
However, no amendment or modification may, without the
consent of the Holder of each outstanding Indenture Security
directly affected thereby,
(a) change the stated maturity of the principal or interest
on any Indenture Security (other than pursuant to the
terms thereof), or reduce the principal amount,
interest or premium payable or change the currency in
which any Indenture Security is payable, or impair the
right to bring suit to enforce of any payment;
(b) reduce the percentages of Holders whose consent is
required for any supplemental indenture or waiver or
reduce the requirements for quorum and voting under the
Indenture; or
(c) modify certain of the provisions in the Indenture
relating to supplemental indentures and waivers of
certain covenants and past defaults.
A supplemental indenture which changes or eliminates any
provision of the Indenture expressly included solely for the
benefit of Holders of Indenture Securities of one or more
particular series or tranches will be deemed not to affect the
rights under the Indenture of the Holders of Indenture Securities
of any other series or tranche. (See Section 1202.)
MISCELLANEOUS PROVISIONS
The Indenture provides that certain Indenture Securities,
including those for which payment or redemption money has been
deposited or set aside in trust as described under "Satisfaction
and Discharge" below, will not be deemed to be "outstanding" in
determining whether the Holders of the requisite principal amount
of the outstanding Indenture Securities have given or taken any
demand, direction, consent or other action under the Indenture as
of any date, or are present at a meeting of Holders for quorum
purposes. (See Section 101.)
PP&L Capital Funding or PP&L Resources will be entitled to
set any day as a record date for the purpose of determining the
Holders of outstanding Indenture Securities of any series
entitled to give or take any demand, direction, consent or other
action under the Indenture, in the manner and subject to the
limitations provided in the Indenture. In certain circumstances,
the Trustee also will be entitled to set a record date for action
by Holders. If such a record date is set for any action to be
taken by Holders of particular Indenture Securities, such action
may be taken only by persons who are Holders of such Indenture
Securities on the record date. (See Section 104.)
SATISFACTION AND DISCHARGE
Any Indenture Securities or any portion will be deemed to
have been paid for purposes of the Indenture, and at PP&L Capital
Funding's election, our entire indebtedness will be satisfied and
discharged, if there shall have been irrevocably deposited with
the Trustee or any Paying Agent (other than PP&L Capital Funding
or PP&L Resources), in trust:
(a) money sufficient, or
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(b) in the case of a deposit made prior to the maturity of
such Indenture Securities, non-redeemable Government
Obligations (as defined in the Indenture) sufficient,
or
(c) a combination of (a) and (b), which in total are
sufficient,
to pay when due the principal of, and any premium, and interest
due and to become due on such Indenture Securities or portions
thereof on and prior to the maturity thereof.
(See Section 701.)
The Indenture will be deemed satisfied and discharged when
no Indenture Securities remain outstanding and when we have paid
all other sums payable by us under the Indenture. (See Section
702.)
All moneys we pay to the Trustee or any Paying Agent on Debt
Securities which remain unclaimed at the end of two years after
payments have become due will be paid to or upon the order of
PP&L Capital Funding. Thereafter, the Holder of such Debt
Security may look only to us for payment thereof. (See Section
603.)
RESIGNATION AND REMOVAL OF THE TRUSTEE; DEEMED RESIGNATION
The Trustee may resign at any time by giving written notice
thereof to us.
The Trustee may also be removed by act of the Holders of a
majority in principal amount of the then outstanding Indenture
Securities of any series.
No resignation or removal of the Trustee and no appointment
of a successor trustee will become effective until the acceptance
of appointment by a successor trustee in accordance with the
requirements of the Indenture.
Under certain circumstances, we may appoint a successor
trustee and if the successor accepts, the Trustee will be deemed
to have resigned.
(Section 910).
CERTAIN PENNSYLVANIA TAX MATTERS
In the opinion of Michael A. McGrail, Esq., Senior Counsel
of PP&L, Debt Securities owned by individuals residing in
Pennsylvania are subject to the 4 mills ($4.00 on each $1,000 of
principal amount) Pennsylvania corporate loans tax. This tax
will be withheld from interest payments to these individuals.
Mr. McGrail is also of the opinion that the Debt Securities are
exempt from existing personal property taxes in Pennsylvania.
THE TRUSTEE'S OTHER DEALINGS WITH PP&L CAPITAL FUNDING AND PP&L
RESOURCES
The Chase Manhattan Bank has at various times in the
ordinary course of business made loans to PP&L Resources and
PP&L, and acts as Administrative Agent with respect to our
current revolving credit facilities. In addition, The Chase
Manhattan Bank acts as trustee with respect to junior
subordinated deferrable interest debentures of PP&L, acts as
issuing and paying agent for PP&L Capital Funding's commercial
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paper notes, and acts as guarantee trustee and property trustee
for the trust originated preferred securities and common
securities of our affiliates, PP&L Capital Trust and PP&L Capital
Trust II. Chase Manhattan Bank Delaware, an affiliate of the
Trustee, also acts as Delaware trustee for the trust originated
preferred securities and common securities.
EXPERTS
The consolidated financial statements of PP&L Resources as
of December 31, 1997 and 1996, and for the two years then ended,
incorporated in this prospectus by reference to the Annual Report
on Form 10-K of PP&L Resources for the year ended December 31,
1997, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
Michael A. McGrail, Esq., Senior Counsel of PP&L, has
reviewed the statements made in the incorporated documents as to
matters of law and legal conclusions. Such statements have been
made in reliance upon his authority as an expert.
VALIDITY OF THE DEBT SECURITIES AND THE GUARANTEES
Michael A. McGrail, Esq., Senior Counsel of PP&L, and Thelen
Reid & Priest LLP, New York, New York, counsel to PP&L Resources,
will pass upon the validity of the guarantees for PP&L Resources.
Thelen Reid & Priest LLP, counsel to PP&L Capital Funding, will
pass upon the validity of the Debt Securities for PP&L Capital
Funding. Sullivan & Cromwell, New York, New York, will pass upon
the validity of the Debt Securities and the Guarantees for any
underwriters or agents. As to matters involving the law of the
Commonwealth of Pennsylvania, Thelen Reid & Priest LLP and
Sullivan & Cromwell will rely on the opinion of Mr. McGrail.
PLAN OF DISTRIBUTION
We may sell Debt Securities (a) to purchasers directly; (b)
to underwriters for public offering and sale by them; or (c)
through agents.
DIRECT SALES
We may sell the Debt Securities directly to institutional
investors or others who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of
the Debt Securities. A prospectus supplement will describe the
terms of any such sale.
TO UNDERWRITERS
The applicable prospectus supplement will name any
underwriter involved in a sale of Debt Securities. Underwriters
may offer and sell Debt Securities at a fixed price or prices,
which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received
compensation from PP&L Capital Funding from sales of Debt
Securities in the form of underwriting discounts or commissions
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and may also receive commissions from purchasers of Debt
Securities for whom they may act as agent.
Underwriters may sell Debt Securities to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters
and/or commissions (which may be changed from time to time) from
the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the
obligations of any underwriters to purchase Debt Securities will
be subject to certain conditions precedent, and the underwriters
will be obligated to purchase all the Debt Securities if any are
purchased.
THROUGH AGENTS
We will name any agent involved in a sale of Debt
Securities, as well as any commissions payable by PP&L Capital
Funding to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent
will be acting on a reasonable efforts basis for the period of
its appointment.
GENERAL INFORMATION
Underwriters, dealers and agents participating in a sale of
Debt Securities may be deemed to be underwriters as defined in
the Securities Act, and any discounts and commissions received by
them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We, and PP&L Resources,
may have agreements with underwriters, dealers and agents to
indemnify them against certain civil liabilities, including
liabilities under the Securities Act, and to reimburse them for
certain expenses.
Underwriters or agents and their associates may be customers
of, engage in transactions with or perform services for PP&L
Capital Funding or PP&L Resources or their affiliates in the
ordinary course of business.
Unless we indicate differently in a prospectus supplement,
we will not list the Debt Securities on any securities exchange.
The Debt Securities will be a new issue of securities with no
established trading market. Any underwriters that purchase Debt
Securities for public offering and sale may make a market in such
Debt Securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without
notice. We make no assurance as to the liquidity of or the
trading markets for any Debt Securities.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee . $ 111,200
Printing expenses . . . . . . . . . . . . . . . . . . 60,000
Trustee fees and expenses . . . . . . . . . . . . . . 7,000
Legal fees and expenses . . . . . . . . . . . . . . . 160,000
Accounting fees and expenses . . . . . . . . . . . . 30,000
Blue Sky fees and expenses . . . . . . . . . . . . . 7,500
Rating Agency fees . . . . . . . . . . . . . . . . . 155,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 39,300
---------
Total . . . . . . . . . . . . . . . . . . . . . $ 570,000
=========
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All of the above except the Securities and Exchange Commission
registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7.01 of the Bylaws of PP&L Resources provides:
(a) RIGHT TO INDEMNIFICATION. Except as prohibited by
law, every director and officer of the corporation shall be
entitled as of right to be indemnified by the corporation
against reasonable expense and any liability paid or
incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil,
criminal, administrative, investigative or other, whether
brought by or in the right of the corporation or otherwise,
in which he or she may be involved, as a party or otherwise,
by reason of such person being or having been a director or
officer of the corporation or by reason of the fact that
such person is or was serving at the request of the
corporation as a director, officer, employee, fiduciary or
other representative of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity
(such claim, action, suit or proceeding hereinafter being
referred to as "action"). Such indemnification shall include
the right to have expenses incurred by such person in
connection with an action paid in advance by the corporation
prior to final disposition of such action, subject to such
conditions as may be prescribed by law. Persons who are not
directors or officers of the corporation may be similarly
indemnified in respect of service to the corporation or to
another such entity at the request of the corporation to the
extent the board of directors at any time denominates such
person as entitled to the benefits of this Section 7.01. As
used herein, "expense" shall include fees and expenses of
counsel selected by such persons; and "liability" shall
include amounts of judgments, excise taxes, fines and
penalties, and amounts paid in settlement.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
paragraph (a) of this Section 7.01 is not paid in full by
the corporation within thirty days after a written claim has
been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and, if successful
in whole or in part, the claimant shall also be entitled to
be paid the expense of prosecuting such claim. It shall be a
defense to any such action that the conduct of the claimant
was such that under Pennsylvania law the corporation would
be prohibited from indemnifying the claimant for the amount
claimed, but the burden of proving such defense shall be on
the corporation. Neither the failure of the corporation
(including its board of directors, independent legal counsel
and its shareholders) to have made a determination prior to
the commencement of such action that indemnification of the
claimant is proper in the circumstances because the conduct
of the claimant was not such that indemnification would be
prohibited by law, nor an actual determination by the
corporation (including its board of directors, independent
legal counsel or its shareholders) that the conduct of the
claimant was such that indemnification would be prohibited
by law, shall be a defense to the action or create a
presumption that the conduct of the claimant was such that
indemnification would be prohibited by law.
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(c) INSURANCE AND FUNDING. The corporation may
purchase and maintain insurance to protect itself and any
person eligible to be indemnified hereunder against any
liability or expense asserted or incurred by such person in
connection with any action, whether or not the corporation
would have the power to indemnify such person against such
liability or expense by law or under the provisions of this
Section 7.01. The corporation may create a trust fund, grant
a security interest, cause a letter of credit to be issued
or use other means (whether or not similar to the foregoing)
to ensure the payment of such sums as may become necessary
to effect indemnification as provided herein.
(d) NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The
right of indemnification provided for herein (1) shall not
be deemed exclusive of any other rights, whether now
existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any
agreement, bylaw or charter provision, vote of shareholders
or directors or otherwise, (2) shall be deemed to create
contractual rights in favor of persons entitled to
indemnification hereunder, (3) shall continue as to persons
who have ceased to have the status pursuant to which they
were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of
the heirs and legal representatives of persons entitled to
indemnification hereunder and (4) shall be applicable to
actions, suits or proceedings commenced after the adoption
hereof, whether arising from acts or omissions occurring
before or after the adoption hereof. The right of
indemnification provided for herein may not be amended,
modified or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts
or omissions occurring prior to the effective date of any
such amendment, modification or repeal.
Directors and officers of PP&L Resources may also be
indemnified in certain circumstances pursuant to the statutory
provisions of general application contained in Pennsylvania law.
Furthermore, PP&L Resources, as well as its directors and
officers, may be entitled to indemnification by any underwriters
named in a Prospectus Supplement against certain civil
liabilities under the Securities Act of 1933 under agreements
entered into between PP&L Resources and such underwriters.
PP&L Resources presently has insurance policies which, among
other things, include liability insurance coverage for officers
and directors and officers and directors of PP&L Resources'
subsidiaries, including the Company, under which such officers
and directors are covered against any "loss" by reason of payment
of damages, judgments, settlements and costs, as well as charges
and expenses incurred in the defense of actions, suits or
proceedings. "Loss" is specifically defined to exclude fines and
penalties, as well as matters deemed uninsurable under the law
pursuant to which the insurance policy shall be construed. The
policies also contain other specific exclusions, including
illegally obtained personal profit or advantage, and dishonesty.
Article VI of the By-Laws of PP&L Capital Funding, Inc. provides:
SECTION 6.1. RIGHT TO INDEMNIFICATION. The
Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an
"Indemnitee") who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that
he, or a person for whom he is the legal representative, is
or was a director or officer of the Corporation or, while a
director or officer of the Corporation, is or was serving at
the written request of the Corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such
Indemnitee. Notwithstanding the preceding sentence, except
as otherwise provided in Section 6.3, the Corporation shall
be required to indemnify an Indemnitee in connection with a
proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such proceeding (or part
thereof) by the Indemnitee was authorized by the Board of
Directors.
SECTION 6.2. PREPAYMENT OF EXPENSES. The Corporation
shall pay the expenses (including attorneys' fees) incurred
by an Indemnitee in defending any proceeding in advance of
its final disposition, provided, however, that, to the
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extent required by law, such payment of expenses in advance
of the final disposition of the proceeding shall be made
only upon receipt of an undertaking by the Indemnitee to
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repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be
indemnified under this Article VI or otherwise.
SECTION 6.3. CLAIMS. If a claim for indemnification
or payment of expenses under this Article VI is not paid in
full within sixty (60) days after a written claim therefor
by the Indemnitee has been received by the Corporation, the
Indemnitee may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of
providing that the Indemnitee is not entitled to the
requested indemnification or payment of expenses under
applicable law.
SECTION 6.4. NONEXCLUSIVITY OF RIGHTS. The rights
conferred on any Indemnitee by this Article VI shall not be
exclusive of any other rights which such Indemnitee may have
or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote
of stockholders or disinterested directors or otherwise.
SECTION 6.5. OTHER SOURCES. The Corporation's
obligation, if any, to indemnify or to advance expenses to
any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit
entity shall be reduced by any amount such Indemnitee may
collect as indemnification or advancement of expenses from
such other corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.
SECTION 6.6. AMENDMENT OR REPEAL. Any repeal or
modification of the foregoing provisions of this Article VI
shall not adversely affect any right or protection hereunder
of any Indemnitee in respect of any act or omission
occurring prior to the time of such repeal of modification.
SECTION 6.7. OTHER INDEMNIFICATION AND PREPAYMENT OF
EXPENSES. This Article VI shall not limit the right of the
Corporation, to the extent and in the manner permitted by
law, to indemnify and to advance expenses to persons other
than Indemnitees when and as authorized by appropriate
corporate action.
Article 7 of the Certificate of Incorporation of PP&L
Capital Finding, Inc. provides:
The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a
party to an action or proceeding whether criminal, civil,
administrative or investigative, by reason of the fact that
he, his testator or intestate is or was a director or
officer of the Corporation or serves or served any other
enterprise as a director or officer at the request of the
Corporation or any predecessor of the Corporation. No
director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation,
except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derived
an improper personal benefit.
Directors and officers of the Company may also be
indemnified in certain circumstances pursuant to the statutory
provisions of general application contained in Delaware law.
Furthermore, the Company, as well as its directors and officers,
may be entitled to indemnification by any underwriters named in a
Prospectus Supplement against certain civil liabilities under the
Securities Act of 1993 under agreements entered into between the
Company and such underwriters.
ITEM 16. EXHIBITS.
Reference is made to the Exhibit Index filed herewith at
page II-7, such Exhibit Index being incorporated in this Item 16
by reference.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective dated of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that (i) and (ii) do not apply if the
-------- -------
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of PP&L
Resources' annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item
15 above, or otherwise, the registrants have been advised
that in the opinion of the Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by a registrant of expenses incurred or paid by a
director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, such registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
AS AMENDED, PP&L RESOURCES, INC. CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR
FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF ALLENTOWN, AND
COMMONWEALTH OF PENNSYLVANIA, ON THE 4TH DAY OF JANUARY, 1999.
PP&L RESOURCES, INC.
(REGISTRANT)
BY/s/ William F. Hecht
-------------------------------
William F. Hecht
Chairman, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 4TH DAY
OF JANUARY, 1999.
SIGNATURE TITLE
--------- -----
/s/ William F. Hecht Principal
------------------------------------------ Executive
William F. Hecht, Chairman, President Officer and
and Chief Executive Officer Director
/s/ John R. Biggar Principal
------------------------------------------ Financial
John R. Biggar, Senior Vice President and Officer
Chief Financial Officer
/s/ Joseph J. McCabe Principal
------------------------------------------ Accounting
Joseph J. McCabe, Vice President and Officer
Controller
FREDERICK M. BERNTHAL, E. ALLEN DEAVER,
NANCE K. DICCIANI, WILLIAM J. FLOOD, ELMER Directors
D. GATES, STUART HEYDT, MARILYN WARE LEWIS,
FRANK A. LONG AND NORMAN ROBERTSON
By/s/ William F. Hecht
------------------------------------------
William F. Hecht, As Attorney-in-Fact
II-5
<PAGE>
POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE
SIGNATURE APPEARS BELOW HEREBY APPOINTS JOHN R. BIGGAR, JAMES E.
ABEL AND ROBERT J. GREY, AND EACH OF THEM SEVERALLY, AS HIS TRUE
AND LAWFUL ATTORNEY-IN-FACT AND AGENT TO SIGN IN HIS NAME AND
BEHALF, IN ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION, ANY AND ALL AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS REGISTRATION
STATEMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH SUCH
PERSON AS ITS ATTORNEY-IN-FACT AND AGENT WITH LIKE AUTHORITY TO
SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF ALLENTOWN, AND COMMONWEALTH OF PENNSYLVANIA, ON THE
4TH DAY OF JANUARY, 1999.
PP&L CAPITAL FUNDING, INC.
(REGISTRANT)
BY/s/ John R. Biggar
----------------------------
John R. Biggar, President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 4TH DAY OF
JANUARY, 1999.
SIGNATURE TITLE
--------- -----
/s/ William F. Hecht Director
------------------------------
William F. Hecht
/s/ John R. Biggar Principal Executive
------------------------------ and Financial
John R. Biggar, President Officer and
Director
/s/ James E. Abel Principal
------------------------------ Accounting Officer
James E. Abel, Treasurer and Director
II-6
<PAGE>
PP&L RESOURCES, INC.
PP&L CAPITAL FUNDING, INC.
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
Exhibit
No. Description and Method of Filing
------- --------------------------------
1.1 Form of Distribution Agreement Filed herewith.
1.2 Form of Underwriting Agreement A form of any
underwriting agreement
with respect to the
Debt Securities will
be filed as an Exhibit
to a report on Form 8-
K, as contemplated by
Item 601(b)(1) of
Regulation S-K under
the Securities Act.
3.1 *Restated Articles of PP&L Exhibit B to Proxy
Resources, Inc. Statement of PP&L and
Prospectus of PP&L
Resources, Inc., dated
March 9, 1995.
3.2 *By-Laws of PP&L Resources, Exhibit 3(ii)(a) to
Inc. PP&L Resources, Inc.
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 1998.
3.3 *Certificate of Incorporation Exhibit 3.3 to PP&L
of PP&L Capital Funding, Inc. Resources, Inc. and
PP&L Capital Funding,
Inc. Registration
Statement Nos. 333-
38003 and 333-38003-
01.
3.4 *By-Laws of PP&L Capital Exhibit 3.4 to PP&L
Funding, Inc. Resources, Inc. and
PP&L Capital Funding,
Inc. Registration
Statement Nos. 333-
38003 and 333-38003-
01.
4.1 *Indenture dated as of Exhibit 4.1 to PP&L
November 1, 1997 among PP&L Resources, Inc.
Resources, Inc., PP&L Capital Current Report on Form
Funding, Inc. and The Chase 8-K dated November 12,
Manhattan Bank, as Trustee 1997.
4.2 *Supplemental Indenture No. 1 Exhibit 4.2 to PP&L
to Indenture Resources, Inc.
Current Report on Form
8-K dated November 12,
1997.
4.3 Form of Supplemental Indenture Filed herewith.
establishing series of Debt
Securities
4.4 Form of Officer's Certificate Filed herewith.
establishing the form and
terms of the Debt Securities
5.1 Opinion of Michael A. McGrail Filed herewith.
as to the legality of the
Guarantee
5.2 Opinion of Thelen Reid & Filed herewith.
Priest LLP as to the legality
of the Debt Securities and the
Guarantee
II-7
<PAGE>
12 *Calculation of Ratio of Exhibit 12 to PP&L
Earnings to Fixed Charges Resources, Inc.
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 1998.
23.1 Consent of Michael A. McGrail, Filed herewith as part
Esq. of Exhibit 5.1
23.2 Consent of Thelen Reid & Filed herewith as part
Priest LLP of Exhibit 5.2
23.3 Consent of Filed herewith.
PricewaterhouseCoopers LLP
24 Power of Attorney of Directors Filed herewith.
of PP&L Resources, Inc.
25 Statement of Eligibility of Filed herewith.
Trustee
----------------
* Previously filed as indicated and incorporated herein by
reference.
II-8
EXHIBIT 1.1
PP&L CAPITAL FUNDING, INC.
$[400,000,000]
MEDIUM-TERM NOTES, SERIES B
UNCONDITIONALLY GUARANTEED
AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST BY PP&L RESOURCES, INC.
DISTRIBUTION AGREEMENT
----------------------
, 1999
-----------
[Agent Name]
[Agent Address]
[Agent Name]
[Agent Address]
[Agent Name]
[Agent Address]
Dear Sirs:
PP&L Capital Funding, Inc., a Delaware corporation (the
"Company"), and PP&L Resources, Inc., a Pennsylvania corporation
(the "Guarantor"), confirm their agreement with
-----------------------------------------------------------------
,
-----------------------------------------------------------------
(each, an
--------------------------------------------------
"Agent", and collectively, the "Agents") with respect to the
issue and sale by the Company of its Medium-Term Notes, Series B
(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
The Chase Manhattan Bank, as trustee (the "Trustee"), as
supplemented by a Supplemental Indenture No. 2, dated as of
, 1999 (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 $[400,000,000]
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- and 333- -01) 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
the "Registration Statement" and the "Prospectus" shall also be
deemed to include all documents incorporated therein by reference
pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to any acceptance by the Company of an offer
for the purchase of Notes; provided, further, that if the Company
files a registration statement with the Commission pursuant to
Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b)
Registration Statement"), then, after such filing, all references
to the "Registration Statement" shall also be deemed to include
the Rule 462(b) Registration Statement. For purposes of this
Agreement, all references to the Registration Statement or
Prospectus or to any amendment or supplement thereto shall be
deemed to include any copy filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR"). All references in this Agreement to financial
statements and schedules and other information that is
"contained," "included" or "stated" in the Registration Statement
or Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and
schedules and other information that are or are deemed to be
incorporated by reference in the Registration Statement or
Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration
Statement or Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act that is or is deemed to
be incorporated by reference in the Registration Statement or
Prospectus, as the case may be.
1. Appointment as Agent.
--------------------
(a) Appointment. On the basis of the representations,
-----------
warranties and agreements herein contained, but subject to the
terms and conditions herein contained and subject to the
reservation by the Company of the right to sell Notes directly to
investors on its own behalf (and not through any Agent), offers
for the purchase of Notes may be solicited by an Agent as agent
for the Company at such times and in such amounts as such Agent
deems advisable. The Company may appoint additional agents in
connection with the offering of the Notes; provided that (i) the
Company promptly notifies the Agents of such appointment and
(ii) the commission paid to any such additional agent with
respect to the sale of Notes by the Company as a result of a
solicitation made by such additional agent does not exceed that
percentage specified in Schedule B hereto of the aggregate
principal amount of such Notes sold by the Company; and provided
further that, unless the appointment of such additional agent is
expressly limited to the solicitation of offers to purchase a
specified principal amount of Notes on specified terms, such
additional agent enters into an agreement with the Company making
such agent an Agent under this Agreement or enters into an
agreement with the Company on terms which are substantially
similar to those contained in this Agreement, which agreement
shall include appropriate changes to reflect the arrangements
between the Company and such additional agent.
(b) Sale of Notes. The Company shall not sell or
-------------
approve the solicitation of offers for the purchase of Notes in
excess of the amount which shall be authorized by the Company
from time to time or in excess of the aggregate principal amount
of Notes registered pursuant to the Registration Statement. The
Agents shall have no responsibility for maintaining records with
respect to the aggregate principal amount of Notes sold, or of
otherwise monitoring the availability of Notes for sale, under
the Registration Statement.
(c) Purchases as Principal. The Agents shall not have
----------------------
any obligation to purchase Notes from the Company as principal.
However, absent an agreement between an Agent and the Company
that such Agent shall be acting solely as an agent for the
Company, such Agent shall be deemed to be acting as principal in
connection with any offering of Notes by the Company through such
Agent. Accordingly, the Agents, individually or in a syndicate,
may agree from time to time to purchase Notes from the Company as
principal for resale to investors and other purchasers determined
by such Agents. Any purchase of Notes from the Company by an
Agent as principal shall be made in accordance with Section 3(a)
hereof.
(d) Solicitations as Agent. If agreed upon between an
----------------------
Agent and the Company, such Agent, acting solely as an agent for
the Company and not as principal, will solicit offers for the
purchase of Notes. Such Agent will communicate to the Company,
orally or in writing, each offer for the purchase of Notes
solicited by it on an agency basis other than those offers
rejected by such Agent. Such Agent shall have the right, in its
discretion reasonably exercised, to reject any offer for the
purchase of Notes, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein.
The Company may accept or reject any offer for the purchase of
Notes, in whole or in part. Such Agent shall make reasonable
efforts to assist the Company in obtaining performance by each
purchaser whose offer for the purchase of Notes has been
solicited by it on an agency basis and accepted by the Company.
Such Agent shall not have any liability to the Company in the
event that any such purchase is not consummated for any reason.
If the Company shall default on its obligation to deliver Notes
against payment tendered by a purchaser whose offer has been
solicited by such Agent on an agency basis and accepted by the
Company, the Company shall hold such Agent harmless against any
loss, claim or damage arising from or as a result of such default
by the Company.
(e) Reliance. The Company and the Agents agree that
--------
any Notes purchased from the Company by one or more Agents as
principal shall be purchased, and any Notes the placement of
which an Agent arranges as an agent of the Company shall be
placed by such Agent, in reliance on the representations,
warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided
herein.
2. Representations and Warranties.
------------------------------
(a) The Company and the Guarantor jointly and
severally represent and warrant to, and agree with, each Agent as
of the date hereof, as of the date of each acceptance by the
Company of an offer for the purchase of Notes (whether to such
Agent as principal or through such Agent as agent), as of the
date of each delivery of Notes (whether to such Agent as
principal or through such Agent as agent) (the date of each such
delivery to such Agent as principal is referred to herein as a
"Settlement Date"), and as of any time that the Registration
Statement or the Prospectus shall be amended or supplemented
(each of the times referenced above is referred to herein as a
"Representation Date"), that:
(i) The Registration Statement, when it became
effective and at each Representation Date, and the
Prospectus and any amendment or supplement thereto, when
filed or transmitted for filing with the Commission and at
each Representation Date, complied or will comply in all
material respects with the requirements of the 1933 Act and
the 1933 Act Regulations and the 1939 Act and the rules and
regulations of the Commission under the 1939 Act (the "1939
Act Regulations"), and did not or will not contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that
the representations and warranties in this subsection shall
not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon
and in conformity with the information furnished to the
Company in writing by the Agents expressly for use in the
Registration Statement or Prospectus or to that part of the
Registration Statement which constitutes the Trustee's
Statement of Eligibility and Qualification under the 1939
Act (the "T-1").
(ii) The documents incorporated or deemed to be
incorporated by reference in the Registration Statement or
Prospectus, at the time they were or hereafter are filed
with the Commission, complied and will comply in all
material respects with the requirements of the 1934 Act and
the rules and regulations of the Commission under the 1934
Act (the "1934 Act Regulations"), and, when read together
with the other information in the Prospectus, at the date
hereof, at the date of the Prospectus and at each
Representation Date, did not and will not contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however,
that the representations and warranties in this subsection
shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon
and in conformity with information furnished to the Company
in writing by or through any Agent expressly for use in the
Registration Statement or Prospectus.
(iii) The Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the Commonwealth of Pennsylvania with corporate
power and authority to enter into and perform its
obligations under this Agreement, the Indenture and the
Guarantees.
(iv) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware with corporate power and
authority to conduct its business as described in the
Prospectus and to enter into and perform its obligations
under this Agreement, the Indenture and the Notes; and the
Company is and will be treated as a consolidated subsidiary
of the Guarantor pursuant to generally accepted accounting
principles.
(v) Neither the Guarantor nor the Company is an
"investment company" that is required to be registered under
the Investment Company Act of 1940, as amended (the "1940
Act").
(vi) This Agreement has been duly authorized, executed
and delivered by each of the Company and the Guarantor.
(vii) The Indenture has been duly authorized, executed
and delivered by the Company and the Guarantor and, assuming
due authorization, execution and delivery by the Trustee,
constitutes a valid and binding agreement of the Company and
the Guarantor enforceable in accordance with its terms
except to the extent that enforcement thereof may be limited
by bankruptcy, insolvency, fraudulent transfer, or
reorganization, moratorium, and other similar laws relating
to or affecting the enforcement of creditors' rights and by
general equity principles, regardless of whether enforcement
is considered in a proceeding at law or in equity (the
"Bankruptcy Exceptions"); the Indenture conforms and will
conform in all material respects to the statements relating
thereto contained in the Prospectus; and at the effective
date of the Registration Statement, the Indenture was duly
qualified under the 1939 Act.
(viii) The Notes have been duly authorized and, when
issued, authenticated and delivered in the manner provided
for in the Indenture and delivered against payment of the
consideration therefor, will constitute valid and binding
obligations of the Company enforceable in accordance with
their terms except to the extent that enforcement thereof
may be limited by the Bankruptcy Exceptions; the Notes will
be in the forms established pursuant to, and entitled to the
benefits of, the Indenture; and the Notes will conform in
all material respects to the statements relating thereto
contained in the Prospectus.
(ix) The Guarantees have been duly authorized and,
when duly executed pursuant to the Indenture and delivered,
will constitute valid and binding obligations of the
Guarantor enforceable in accordance with their terms except
to the extent that enforcement thereof may be limited by the
Bankruptcy Exceptions; the Guarantees will be in the forms
established pursuant to the Indenture; and the Guarantees
will conform in all material respects to the statements
relating thereto contained in the Prospectus.
(x) Since the respective dates as of which information
is given in the Registration Statement and the Prospectus,
except as otherwise stated therein or contemplated thereby,
there has been no event or occurrence that would result in a
material adverse change, or any development involving a
material adverse change, in the financial position or
results of operations of the Guarantor and its subsidiaries
considered as one enterprise (a "Material Adverse Effect").
(xi) The Medium-Term Note Program under which the
Notes are issued (the "Program"), as well as the Notes, are
rated Baa2 by Moody's Investors Service, Inc. and BBB+ by
Standard & Poor's Ratings Service, or such other rating as
to which the Company or the Guarantor shall have most
recently notified the Agents pursuant to Section 5(a)
hereof.
(b) Each of the several Agents represents and warrants
to, and agrees with, the Company and the Guarantor, their
respective directors and such of their respective officers who
shall have signed the Registration Statement, and to each other
Agent, that the information furnished in writing to the Company
and the Guarantor by such Agent expressly for use in the
Registration Statement or the Prospectus does not contain an
untrue statement of a material fact and does not omit to state a
material fact in connection with such information required to be
stated therein or necessary to make such information not
misleading.
(c) Additional Certifications. Any certificate signed
-------------------------
by any officer of the Company or the Guarantor and delivered to
one or more Agents or to counsel for the Agents in connection
with an offering of Notes to one or more Agents as principal or
through an Agent as agent shall be deemed a representation and
warranty by the Company or the Guarantor, as the case may be, to
such Agent or Agents as to the matters covered thereby on the
date of such certificate.
3. Purchases as Principal; Solicitations as Agent.
----------------------------------------------
(a) Purchases as Principal. Notes purchased from the
----------------------
Company by the Agents, individually or in a syndicate, as
principal shall be made in accordance with terms agreed upon
between such Agent or Agents and the Company in a separate
agreement (which may be an oral agreement confirmed in writing
between the applicable Agent and the Company). Each such
separate agreement is herein referred to as a "Terms Agreement".
Each such Terms Agreement, whether oral (and confirmed in
writing, which may be a facsimile transmission) or in writing,
shall include such information (as applicable) as is specified in
Schedule A hereto. An Agent's commitment to purchase Notes as
principal shall be deemed to have been made on the basis of the
representations, warranties and agreements of the Company herein
contained, but subject to the terms and conditions herein
contained. Unless the context otherwise requires, references
herein to "this Agreement" shall include the applicable Terms
Agreement of one or more Agents to purchase Notes from the
Company as principal. Each purchase of Notes, unless otherwise
agreed, shall be at a discount from the principal amount of each
such Note equivalent to the applicable commission set forth in
Schedule B hereto. The Agents may engage the services of any
broker or dealer in connection with the resale of the Notes
purchased by them as principal and may allow all or any portion
of the discount received from the Company in connection with such
purchases to such brokers or dealers. At the time of each Terms
Agreement to purchase Notes from the Company by one or more
Agents as principal, such Agent or Agents shall specify the
requirements for the comfort letter, opinions of counsel and
officers' certificate pursuant to Section 8 hereof.
(b) Solicitations as Agent. On the basis of the
----------------------
representations, warranties and agreements herein contained, but
subject to the terms and conditions herein contained, when agreed
by the Company and an Agent, such Agent, as an agent of the
Company, will use its reasonable efforts to solicit offers for
the purchase of Notes upon the terms set forth in the Prospectus.
The Agents are not authorized to appoint sub-agents with respect
to Notes sold through them as agent. All Notes sold through an
Agent as agent will be sold at 100% of their principal amount
unless otherwise agreed upon between the Company and such Agent.
The Company reserves the right, in its sole discretion,
to suspend solicitation of offers for the purchase of Notes
through an Agent, as an agent of the Company, commencing at any
time for any period of time or permanently. As soon as
practicable after receipt of instructions from the Company, such
Agent will suspend solicitation of offers for the purchase of
Notes from the Company until such time as the Company has advised
such Agent that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in
the form of a discount, equal to the applicable percentage of the
principal amount of each Note sold by the Company as a result of
a solicitation made by such Agent, as an agent of the Company, at
the time of settlement of any such sale, as set forth in
Schedule B hereto.
(c) Administrative Procedures. The purchase price,
-------------------------
interest rate or formula, maturity date and other terms of the
Notes specified in Schedule A hereto (as applicable) shall be
agreed upon between the Company and the applicable Agent(s) and
specified in a pricing supplement to the Prospectus (each, a
"Pricing Supplement") to be prepared by the Company in connection
with each sale of Notes. Except as otherwise specified in the
applicable Pricing Supplement, the Notes will be issued in
denominations of $1,000 or any larger amount that is an integral
multiple of $1,000. Administrative procedures with respect to
the issuance and sale of the Notes (the "Procedures") shall be
agreed upon from time to time among the Company, the Agents and
the Trustee. The initial Procedures, which are set forth in
Schedule C hereto, shall remain in effect until changed by
agreement among the Company, the Agents and the Trustee. The
Agents and the Company agree to perform, and the Company agrees
to request the Trustee to perform, their respective duties and
obligations specifically provided to be performed by them in the
Procedures.
4. Delivery and Payment for Notes Sold through an Agent as Agent.
-------------------------------------------------------------
Delivery of Notes sold through an Agent as an agent of
the Company shall be made by the Company to such Agent for the
account of any purchaser only against payment therefor in
immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note
on the date fixed for settlement, such Agent shall promptly
notify the Company and deliver such Note to the Company and, if
such Agent has theretofore paid the Company for such Note, the
Company will promptly return such funds to such Agent. If such
failure has occurred for any reason other than default by such
Agent in the performance of its obligations hereunder, the
Company will reimburse such Agent on an equitable basis for its
loss of the use of the funds for the period such funds were
credited to the Company's account.
5. Certain Covenants of the Company and the Guarantor.
--------------------------------------------------
Each of the Company and the Guarantor jointly and
severally covenant with the several Agents as follows:
(a) To notify the Agents promptly, and confirm the
notice in writing, of (i) any request by the Commission for any
amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information, (ii)
the institution by the Commission of any stop order proceedings
in respect of the Registration Statement, or the initiation of
proceedings for that purpose, and to make every reasonable effort
to prevent the issuance of any such stop order and to obtain as
soon as possible its lifting, if issued, and (iii) any change in
the rating assigned by any nationally recognized statistical
rating organization to the Program or any debt securities
(including the Notes) of the Company or the Guarantor, or the
public announcement by any nationally recognized statistical
rating organization that it has under surveillance or review,
with possible negative implications, its rating of the Program or
any such debt securities, or the withdrawal by any nationally
recognized statistical rating organization of its rating of the
Program or any such debt securities;
(b) To advise the Agents, or Sullivan & Cromwell as
counsel to the Agents, promptly of any such filing, and to advise
the Agents, or Sullivan & Cromwell, as counsel to the Agents,
promptly of any proposal to file or prepare (i) any amendment to
the Registration Statement (including any post-effective
amendment), (ii) any amendment or supplement to the Prospectus
(other than an amendment or supplement providing solely for the
determination of the variable terms of the Notes or relating
solely to the offering of securities other than the Notes), or
(iii) any document that would as a result thereof be incorporated
by reference in the Prospectus whether pursuant to the 1933 Act,
the 1934 Act or otherwise; and will furnish the Agents with
copies of any such amendment, supplement or other document a
reasonable amount of time prior to such proposed filing or use,
as the case may be;
(c) To endeavor, in cooperation with the Agents, to
qualify the Notes for offer and sale under the securities or blue
sky laws of such states and the other jurisdictions of the United
States as the Agents may from time to time designate, to continue
such qualifications in effect so long as required for the
distribution of the Notes and to reimburse the Agents for any
expenses (including filing fees and reasonable fees and
disbursements of counsel) paid by the Agents or on their behalf
to qualify the Notes for offer and sale, to continue such
qualification, to determine the eligibility of the Notes for
investment and to print the memoranda relating thereto; provided
that neither the Company nor the Guarantor shall be required to
qualify as a foreign corporation in any jurisdiction in which it
is not so qualified, to consent to service of process in any
jurisdiction other than with respect to claims arising out of the
offering or sale of the Notes, or to meet any other requirement
in connection with this paragraph (c) deemed by them to be unduly
burdensome;
(d) To deliver promptly to the Agents signed copies of
the Registration Statement as originally filed and of all
amendments thereto heretofore or hereafter filed, including
conformed copies of all exhibits except those incorporated by
reference, and such number of conformed copies of the
Registration Statement (but excluding the exhibits), the
Prospectus, and any amendments and supplements thereto, as the
Agents may reasonably request;
(e) To prepare, with respect to any Notes to be sold
to or through one or more Agents pursuant to this Agreement, a
Pricing Supplement with respect to such Notes in a form
previously approved by the Agents. The Company will deliver such
Pricing Supplement no later than 11:00 A.M., New York City time,
on the business day following the date of the Company's
acceptance of the offer for the purchase of such Notes and will
file such Pricing Supplement pursuant to Rule 424(b)(3) under the
1933 Act not later than the close of business of the Commission
on the fifth business day after the date on which such Pricing
Supplement is first used;
(f) Except as otherwise provided in subsection (l) of
this Section 5, if at any time during the term of this Agreement
any event occurs as a result of which the Prospectus, as then
amended or supplemented, would include an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
the light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, not misleading, or if it
shall be necessary at any time to amend the Registration
Statement or amend or supplement the Prospectus to comply with
the 1933 Act or the 1933 Act Regulations, to advise the Agents
immediately, confirmed in writing, to cease the solicitation of
offers for the purchase of Notes in their capacity as agents and
to cease sales of any Notes they may then own as principal, and
to promptly prepare and file with the Commission, subject to
Section 5(b) hereof, such amendment or supplement which will
correct such statement or omission or an amendment which will
effect such compliance; provided, however, that the cost of any
amendment or supplement which relates solely to the activities of
any Agent shall be borne by the Agent or Agents requiring the
same;
(g) Except as otherwise provided in subsection (l) of
this Section 5, on or prior to the date on which there shall be
released to the general public interim financial statement
information related to the Company or the Guarantor with respect
to each of the first three quarters of any fiscal year or
preliminary financial statement information with respect to any
fiscal year, or financial information included in the audited
consolidated financial statements of the Company or the Guarantor
for the preceding fiscal year, the Company and the Guarantor
shall furnish such information to the Agents;
(h) As soon as practicable, the Guarantor will make
generally available to its security holders an earnings statement
covering a period of at least twelve months beginning after the
"effective date of the registration statement" within the meaning
of Rule 158 under the 1933 Act which will satisfy the provisions
of Section 11(a) of the 1933 Act;
(i) The Company and the Guarantor during the period
when the Prospectus is required to be delivered under the 1933
Act, will file all documents required to be filed with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act within the time periods prescribed by the 1934 Act and
the 1934 Act Regulations;
(j) Unless otherwise agreed upon between one or more
Agents acting as principal and the Company, between the date of
any Terms Agreement by such Agent(s) to purchase Notes from the
Company and the Settlement Date with respect thereto, the Company
will not, without the prior written consent of such Agent(s),
issue, sell, offer or contract to sell, grant any option for the
sale of, or otherwise dispose of, any debt securities of the
Company with maturities and other terms substantially similar to
the Notes being sold pursuant to such Terms Agreement (other than
the Notes that are to be sold pursuant to such Terms Agreement,
notes to banks under the Revolving Credit Agreement of the
Company or commercial paper in the ordinary course of business);
(k) The Company will apply the net proceeds from the
sale of the Notes for the purposes set forth in the Prospectus;
(l) The Company shall not be required to comply with
the provisions of subsections (f) or (g) of this Section 5 during
any period from the time the Agents shall have suspended
solicitation of offers for the purchase of Notes in their
capacity as agents pursuant to a request from the Company until
the time the Company shall determine that solicitation of offers
for the purchase of Notes should be resumed; provided, however,
that compliance with such subsections shall be required for any
portion of such period during which an Agent shall hold any Notes
as principal purchased pursuant to a Terms Agreement; and
provided further that the Agents shall, upon inquiry by the
Company or the Guarantor, advise the Company and the Guarantor
whether or not any of them retains any Notes for purposes of this
subsection (l), and from the 30th day immediately following the
issuance of such Notes, unless otherwise advised by an Agent, the
Company and the Guarantor shall be entitled to assume that the
distribution of such Notes is complete; and
(m) The Company will comply with the conditions set
forth in Rule 3a-5 under the 1940 Act ("Rule 3a-5"), necessary
for the Company to not be considered an "investment company"
under the 1940 Act.
6. Payment of Expenses.
-------------------
The Company will pay or bear (i) all expenses in
connection with the matters herein required to be performed by
the Company or the Guarantor, including all expenses in
connection with the preparation and filing of the Registration
Statement and the Prospectus, and any amendment or supplement
thereto, and the furnishing of copies thereof to the Agents, and
all audits, statements or reports in connection therewith, and
all expenses in connection with the issue and delivery of the
Notes and the related Guarantees, including the reasonable fees
and disbursements of counsel to the Agents incurred in connection
with the establishment of the Program and incurred from time to
time in connection with the transactions contemplated hereby, any
fees and expenses relating to the eligibility and issuance of
Notes in book-entry form and the cost of obtaining CUSIP or other
identification numbers for the Notes, all Federal and State taxes
(if any) payable (not including any transfer taxes) upon the
issue of the Notes or the related Guarantees, any fee charged by
securities ratings services for rating the Program and the Notes,
the fees and expenses incurred in connection with any listing of
the Notes on a securities exchange, and the fee of the National
Association of Securities Dealers, Inc., if any, and (ii) all
expenses in connection with the printing, reproduction and
delivery of this Agreement and the printing, reproduction and
delivery of such other documents or certificates as may be
required in connection with the offering, purchase, sale,
issuance or delivery of the Notes or the Guarantees.
7. Conditions of Agents' Obligations.
---------------------------------
The obligations of one or more Agents to purchase Notes
as principal and to solicit offers for the purchase of Notes as
an agent of the Company, and the obligations of any purchasers of
Notes sold through an Agent as an agent of the Company, will be
subject to the following conditions:
(a) The Agents shall have received from Price
Waterhouse LLP a letter, dated the date of this Agreement, in
form and substance satisfactory to you, to the effect that:
(i) They are independent accountants with respect to
the Guarantor and its subsidiaries within the meaning of the
1933 Act and the 1933 Act Regulations;
(ii) their opinion, the consolidated financial
statements of the Guarantor and its subsidiaries audited by
them and incorporated by reference in the Registration
Statement comply as to form in all material respects with
the applicable accounting requirements of the 1933 Act and
the 1934 Act and the published rules and regulations
thereunder with respect to registration statements on Form
S-3;
(iii) the basis of procedures (but not an audit in
accordance with generally accepted auditing standards)
consisting of:
(A) Reading the minutes of meetings of the
shareowners and the Boards of Directors of the
Guarantor and the Company and their Executive,
Compensation and Corporate Governance, Finance and the
Audit and Corporate Responsibility Committees since the
day after the end of the last audited period as set
forth in the minute books through a specified date not
more than five business days prior to the date of
delivery of such letter;
(B) With respect to the unaudited
consolidated balance sheet as of the most recent
quarter ended and the unaudited consolidated statements
of income and of cash flows included in the Guarantor's
Quarterly Report on Form 10-Q for the most recent
quarter ended ("Form 10-Q") incorporated by reference
in the Registration Statement,
(i) Performing the procedures specified by the
American Institute of Certified Public Accountants for a
review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the unaudited
-----------------------------
consolidated balance sheet and the unaudited consolidated
statements of income and of cash flows for the most recent
quarter ended and year to date, and prior year periods,
included in the Guarantor's Form 10-Q incorporated by
reference in the Registration Statement;
(ii) Making inquiries of certain officials of the
Guarantor who have responsibility for financial and
accounting matters as to whether the unaudited consolidated
financial statements referred to in (B)(i) comply as to form
in all material respects with the applicable accounting
requirements of the 1934 Act, as it applies to Form 10-Q and
the related published rules and regulations thereunder;
(C) Reading the unaudited interim financial
data for the period from the date of the latest balance
sheet included or incorporated in the Registration
Statement to the date of the latest available interim
financial data; and
(D) Making inquiries of certain officials of
the Guarantor who have responsibility for financial and
accounting matters regarding the specific items for
which representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that
(i) the unaudited consolidated financial statements
described in (B)(i), included in the Form 10-Q and
incorporated by reference in the Registration
Statement, do not comply as to form in all material
respects with the applicable accounting requirements of
the 1933 Act and the 1934 Act, as it applies to
Form 10-Q, and the related published rules and
regulations thereunder; or (ii) any material
modifications should be made to the unaudited
consolidated financial statements described in (B)(i),
included in the Form 10-Q and incorporated by reference
in the Registration Statement, for them to be in
conformity with generally accepted accounting
principles; or (iii) at the date of the latest
available interim financial data and at a specified
date not more than five business days prior to the date
of delivery of such letter, there was any change in the
capital stock (except for changes in shares of certain
series of preferred stock of a subsidiary of the
Guarantor redeemed for, purchased or otherwise retired
in anticipation of, sinking fund requirements for such
series or as a result of the surrender by the Guarantor
of any preferred stock of PP&L, Inc. theretofore
purchased by the Guarantor), or increase in long-term
debt of the Guarantor and subsidiaries consolidated as
compared with amounts shown in the latest balance sheet
incorporated by reference in the Registration Statement
or (iv) for the period from the closing date of the
latest consolidated income statement incorporated by
reference in the Registration Statement to the date of
the latest available interim financial data there were
any decreases, as compared with the corresponding
period in the preceding year, in net income, except in
all instances for changes, increases or decreases which
the Registration Statement, including the documents
incorporated therein by reference, discloses have
occurred or may occur, or they shall state any specific
changes or decreases.
(iv) The letter shall also state that the information
set forth in Schedule D hereto, which is expressed in
dollars (or percentages derived from such dollar amounts)
and has been obtained from accounting records which are
subject to the internal controls of the Guarantor's
accounting system or which has been derived directly from
such accounting records by analysis or computation, is in
agreement with such records or computations made therefrom,
except as otherwise specified in such letter.
(b) The Registration Statement has become effective
under the 1933 Act and no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted, or, to
the knowledge of the Company or the Guarantor, shall be
contemplated by the Commission and the Agents shall have received
certificates of the Company and of the Guarantor dated the date
hereof to such effect.
(c) On the date hereof the Agents shall have received
from Michael A. McGrail, Esq., Senior Counsel, or such other
counsel for the Company and the Guarantor as may be acceptable to
you, an opinion, dated as of the date hereof, in form and
substance satisfactory to counsel for the Agents, to the effect
that:
(i) The Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the Commonwealth of Pennsylvania with power and
authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus;
(ii) The portions of the information contained in the
Prospectus, which are stated therein to have been made on
the authority of any such counsel, have been reviewed by
such counsel and, as to matters of law and legal
conclusions, are correct;
(iii) The Guarantor is a "holding company" within the
meaning of the Public Utility Holding Company Act of 1935,
as amended, but is exempt from such Act (except for the
provisions of Section 9(a)(2) thereof) by virtue of an order
of the Commission pursuant to Section 3(a)(1) thereof;
(iv) The descriptions in the Registration Statement
and the Prospectus of statutes, legal and governmental
proceedings and contracts and other documents are accurate
and fairly present the information required to be shown; and
such counsel does not know of any legal or governmental
proceedings required to be described in the Registration
Statement or Prospectus which are not described, or of any
contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or
to be filed as exhibits to the Registration Statement which
are not described and filed as required; it being understood
that such counsel need express no opinion as to the
financial statements and other financial data contained or
incorporated by reference in the Registration Statement or
the Prospectus;
(v) This Agreement has been duly authorized, executed
and delivered by the Guarantor;
(vi) The Indenture has been duly authorized, executed
and delivered by the Guarantor and, assuming due
authorization, execution, and delivery by the Company and
the Trustee, is a valid and binding obligation of the
Guarantor, enforceable in accordance with its terms, except
to the extent limited by the Bankruptcy Exceptions;
(vii) The Guarantees are in the form established
pursuant to the Indenture, have been duly authorized by the
Guarantor, and, when duly executed pursuant to the Indenture
and delivered in accordance with the provisions of this
Agreement, will constitute valid and binding obligations of
the Guarantor, as guarantor, enforceable in accordance with
their terms, except to the extent limited by the Bankruptcy
Exceptions;
(viii) No approval, authorization, consent or other
order of any public board or body is legally required for
the authorization of the offering, issuance and sale of the
Notes, except (a) such as may be required under the 1933 Act
or the 1933 Act Regulations or the securities or "blue sky"
laws of any jurisdiction and (b) the qualification of the
Indenture under the 1939 Act and 1939 Act Regulations.
In rendering such opinion, such counsel may rely
as to matters governed by New York law upon the opinion of
Thelen Reid & Priest LLP referred to in Section 7(d) of this
Agreement.
(d) On the date hereof, the Agents shall have received
from Thelen Reid & Priest LLP, special counsel to the Company and
the Guarantor, an opinion, dated as of the date hereof, in form
and substance satisfactory to counsel for the Agents, to the
effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware;
(ii) The Notes are in the form established pursuant to
the Indenture, have been duly authorized by the Company,
and, when issued, authenticated and delivered in the manner
provided for in the Indenture and delivered against payment
therefor, will constitute valid and binding obligations of
the Company enforceable in accordance with their terms,
except to the extent limited by the Bankruptcy Exceptions,
and are entitled to the benefits of the Indenture;
(iii) The Guarantees are in the form established
pursuant to the Indenture, have been duly authorized by the
Guarantor, and, when duly executed pursuant to the Indenture
and delivered in accordance with the provisions of this
Agreement, will constitute valid and binding obligations of
the Guarantor, as guarantor, enforceable in accordance with
their terms, except to the extent limited by the Bankruptcy
Exceptions;
(iv) This Agreement has been duly authorized, executed
and delivered by each of the Guarantor and the Company;
(v) The Indenture has been duly authorized, executed
and delivered by the Company and the Guarantor and, assuming
due authorization, execution, and delivery by the Trustee,
is a valid and binding obligation of the Company and the
Guarantor, enforceable in accordance with its terms, except
to the extent limited by the Bankruptcy Exceptions; and the
Indenture has been duly qualified under the 1939 Act;
(vi) The Registration Statement has become effective
under the 1933 Act and any required filing of the Prospectus
pursuant to Rule 424(b) has been made in the manner and
within the time period required, and, to the best of the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement or any part
thereof has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under
the 1933 Act, and the Registration Statement, as of its
effective date, and any amendment thereto, as of its date,
and the Prospectus, as of its date, and each amendment or
supplement thereto, as of its date, complied as to form in
all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations, and nothing has come to the
attention of such counsel which would lead such counsel to
believe either that the Registration Statement or any
amendment thereto, as of such dates, contained any untrue
statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the
Prospectus or any amendment or supplement thereto, as of the
date issued or the date of such opinion, contained or
contains any untrue statement of a material fact or omitted
or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; it being understood
that such counsel need express no opinion as to the
financial statements and other financial or statistical data
contained or incorporated by reference in the Registration
Statement or the Prospectus;
(vii) The statements in the Prospectus under the
captions "Description of the Debt Securities" and
"Description of Notes", insofar as they purport to
constitute summaries of certain terms of the Indenture, the
Notes and the Guarantees, in each case constitute accurate
summaries of such terms of such documents and securities, in
all material respects;
(viii) The Company is a "finance subsidiary" within
the meaning of Rule 3a-5 of the 1940 Act, and the Guarantees
satisfy the conditions of clauses (a)(1) and (3) of Rule
3a-5. Assuming that the Company continues to qualify as a
"finance subsidiary" within the meaning of Rule 3a-5,
satisfies the conditions of clauses (a)(5) and (6) of Rule
3a-5 and satisfies the conditions of Rule 3a-5 in respect of
any securities other than the Notes issued by the Company,
upon giving effect to the transactions contemplated by this
Agreement, the Prospectus and the application of the
proceeds from the sale of the Notes contemplated in the
Prospectus, the Company will not be an "investment company"
within the meaning of the 1940 Act. The Guarantor is not an
"investment company" within the meaning of the 1940 Act; and
(ix) No approval, authorization, consent or other
order of any public board or body is legally required under
federal or New York law for the authorization of the
offering, issuance and sale of the Notes, except (a) such as
may be required under the 1933 Act or the 1933 Act
Regulations or the securities or "blue sky" laws of any
jurisdiction and (b) the qualification of the Indenture
under the 1939 Act and 1939 Act Regulations.
In rendering their opinion, Thelen Reid & Priest LLP
may rely as to matters governed by Pennsylvania law upon the
opinion of Michael A. McGrail, Esq., or such other counsel
referred to in Section 7(c) of this Agreement.
(x) The statements in the Prospectus, under the
caption "Certain United States Federal Income Tax
Considerations" constitute an accurate description, in
general terms, of certain tax considerations that may be
relevant to a holder of a Note.
(e) On the date hereof, the Agents shall have received
from Sullivan & Cromwell, counsel for the Agents, such opinion or
opinions, dated as of the date hereof, with respect to the
validity of the Notes and the Guarantees, this Agreement, the
Registration Statement, the Prospectus and other related matters
as the Agents may require, and the Company and the Guarantor
shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such
matters. In rendering such opinion or opinions, Sullivan &
Cromwell may assume the due incorporation and valid existence of
the Company and the Guarantor and may rely as to matters governed
by Pennsylvania law upon the opinion of Michael A. McGrail, Esq.
or such other counsel for the Company and the Guarantor referred
to in Section 7(c) of this Agreement.
(f) On the date hereof, the Agents shall have received
certificates, dated the date hereof, of the President or a Vice
President and a financial or accounting officer of the Guarantor
and of a Vice President or Treasurer of the Company in which such
officers, to the best of their knowledge after reasonable
investigation, shall state that (i) the representations and
warranties of the Company or the Guarantor, as the case may be,
in this Agreement are true and correct (except for immaterial
details) as of the date of such certificate, (ii) the Company or
Guarantor, as the case may be, has complied with all agreements
and satisfied all conditions on its part to be performed or
satisfied at or prior to the date of such certificate, (iii) no
stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose
have been instituted or are pending by the Commission, and (iv)
subsequent to the date of the latest financial statements in the
Prospectus, there has been no Material Adverse Effect, whether or
not arising in the ordinary course of business, except as set
forth or contemplated in the Prospectus or as described in such
certificate.
In case any such condition shall not have been
satisfied, this Agreement may be terminated by the applicable
Agent or Agents upon notice in writing or by telegram to the
Company and the Guarantor without liability or obligation of any
party, except as provided in Sections 5(c), 6, 9, 11, 12 and 14
hereof.
8. Additional Covenants of the Company and the Guarantor.
-----------------------------------------------------
The Company and the Guarantor further covenant and
agree with each Agent as follows:
(a) Reaffirmation of Representations and Warranties.
-----------------------------------------------
Each acceptance by the Company of an offer for the purchase of
Notes (whether to one or more Agents as principal or through an
Agent as agent), and each delivery of Notes (whether to one or
more Agents as principal or through an Agent as Agent), shall be
deemed to be an affirmation that the representations and
warranties of the Company and the Guarantor herein contained and
contained in any certificate delivered therewith to the Agents
pursuant to this Agreement are true and correct at the time of
such acceptance or sale, as the case may be (it being understood
that such representations and warranties shall relate to the
Registration Statement and Prospectus as amended and supplemented
to each such time).
(b) Subsequent Delivery of Certificates. Each time
-----------------------------------
that (i) the Registration Statement or the Prospectus shall be
amended or supplemented (other than by an amendment or supplement
providing solely for the determination of the variable terms of
the Notes or relating solely to the offering of securities other
than the Notes) or (ii) (if required by the Terms Agreement
relating to such Notes) the Company sells Notes to one or more
Agents as principal, each of the Company and the Guarantor shall
furnish or cause to be furnished to the Agent(s), forthwith a
certificate dated the date of filing with the Commission or the
date of effectiveness of such amendment or supplement, as
applicable, or the date of such sale, as the case may be, in form
satisfactory to the Agent(s) to the effect that the statements
contained in the certificate referred to in Section 7(f) hereof
which were last furnished to the Agents are true and correct at
the time of the filing or effectiveness of such amendment or
supplement, as applicable, or the time of such sale, as the case
may be, as though made at and as of such time (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such
time) or, in lieu of such certificate, a certificate of the same
tenor as the certificate referred to in Section 7(f) hereof,
modified as necessary to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of
delivery of such certificate (it being understood that, in the
case of clause (ii) above, any such certificates shall also
include a certification that there has been no Material Adverse
Effect since the date of the agreement by such Agent(s) to
purchase Notes from the Company as principal).
(c) Subsequent Delivery of Legal Opinions. Each time
-------------------------------------
that (i) the Registration Statement or the Prospectus shall be
amended or supplemented (other than (A) by an amendment or
supplement providing solely for the determination of the variable
terms of the Notes or relating solely to the offering of
securities other than the Notes or (B) unless an Agent shall
otherwise reasonably request, by filing of any Current Report on
Form 8-K) or (ii) (if required by the Terms Agreement relating to
such Notes) the Company sells Notes to one or more Agents as
principal, the Company shall furnish or cause to be furnished
forthwith to the Agent(s) and to counsel to the Agents the
written opinions of Michael A. McGrail, Esq., Senior Counsel to
the Guarantor (or such other counsel as may be acceptable to the
Agent(s)) and Thelen Reid & Priest LLP, special counsel to the
Company and the Guarantor, each dated the date of filing with the
Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case
may be, in form and substance satisfactory to the Agent(s), of
the same tenor as the opinions referred to in Section 7(c) and
(d) hereof, but modified, as necessary, to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such opinions; or, in
lieu of such opinions, counsel last furnishing such opinions to
the Agents shall furnish the Agent(s) with a letter substantially
to the effect that the Agent(s) may rely on such last opinion to
the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last opinion
shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of
such letter authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Each time
--------------------------------------
that (i) the Registration Statement or the Prospectus shall be
amended or supplemented to include additional financial
information (other than by an amendment or supplement relating
solely to the issuance and/or offering of securities other than
the Notes) or (ii) (if required by the Terms Agreement relating
to such Notes) the Company sells Notes to one or more Agents as
principal, the Company shall cause PricewaterhouseCoopers LLP
forthwith to furnish to the Agent(s) a letter, dated the date of
filing with the Commission or the date of effectiveness of such
amendment or supplement, as applicable, or the date of such sale,
as the case may be, in form satisfactory to the Agent(s), of the
same tenor as the letter referred to in Section 7(a) hereof but
modified to relate to the Registration Statement and Prospectus
as amended and supplemented to the date of such letter; provided,
however, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include financial information
as of and for a fiscal quarter, PricewaterhouseCoopers LLP may
limit the scope of such letter to the unaudited financial
statements included in such amendment or supplement unless any
other information included therein of an accounting, financial or
statistical nature is of such a nature that, in the reasonable
judgment of the Agents, such letter should cover such other
information.
(e) The Company shall not sell Notes which are not
substantially in a form previously certified without prior
notification to each Agent or Sullivan & Cromwell as counsel to
the Agents.
9. Indemnification and Contribution.
--------------------------------
(a) The Company and the Guarantor agree that they will
jointly and severally indemnify and hold harmless each Agent and
each person, if any, who controls any Agent within the meaning of
Section 15 of the 1933 Act, against any and all loss, expense,
claim, damage or liability to which, jointly or severally, such
Agent or such controlling person may become subject, under the
1933 Act or otherwise, insofar as such loss, expense, claim,
damage or liability (or actions in respect thereof) arises out of
or is based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement to any thereof, or
arises out of or is based upon the omission or alleged omission
to state therein any material fact required to be stated therein
or necessary to make the statements therein not misleading; and,
except as hereinafter in this Section provided, the Company and
the Guarantor agree to reimburse each Agent and each person who
controls any Agent as aforesaid for any reasonable legal or other
expenses as incurred by such Agent or such controlling person in
connection with investigating or defending any such loss,
expense, claim, damage or liability; provided, however, that the
Company and the Guarantor shall not be liable in any such case to
the extent that any such loss, expense, claim, damage or
liability arises out of or is based on an untrue statement or
alleged untrue statement or omission or alleged omission made in
any such document in reliance upon, and in conformity with,
written information furnished to the Guarantor or the Company by
or through any such Agent expressly for use in any such document
or arises out of, or is based on, statements in or omissions from
that part of the Registration Statement which shall constitute
the T-1; and provided further, that with respect to any untrue
statement or alleged untrue statement or omission or alleged
omission made in any prospectus or supplement, the indemnity
agreement contained in this subsection (a) shall not inure to the
benefit of any Agent from whom the person asserting any such
loss, expense, claim, damage or liability purchased the Notes
concerned (or to the benefit of any person controlling such
Agent), if a copy of the Prospectus (not including documents
incorporated by reference therein) or of the Prospectus as then
amended or supplemented (not including documents incorporated by
reference therein) was not sent or given to such person at or
prior to the written confirmation of the sale of such Notes to
such person.
(b) Each Agent severally agrees that it will indemnify
and hold harmless the Company and the Guarantor, their officers
and directors, and each of them, and each person, if any, who
controls the Company and the Guarantor within the meaning of
Section 15 of the 1933 Act, against any loss, expense, claim,
damage or liability to which it or they may become subject, under
the 1933 Act or otherwise, insofar as such loss, expense, claim,
damage or liability (or actions in respect thereof) arises out of
or is based on any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement to any thereof, or
arises out of or is based upon the omission or alleged omission
to state therein any material fact required to be stated therein
or necessary to make the statements therein not misleading, in
each case to the extent, and only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in any such documents in reliance upon, and in
conformity with, written information furnished to the Guarantor
or the Company by or through any Agent expressly for use in any
such document; and, except as hereinafter in this Section
provided, each Agent agrees to reimburse the Company and the
Guarantor, their officers and directors, and each of them, and
each person, if any, who controls the Company and the Guarantor
within the meaning of Section 15 of the 1933 Act, for any
reasonable legal or other expenses incurred by it or them in
connection with investigating or defending any such loss,
expense, claim, damage or liability.
(c) Upon receipt of notice of the commencement of any
action against an indemnified party, the indemnified party shall,
with reasonable promptness, if a claim in respect thereof is to
be made against an indemnifying party under its agreement
contained in this Section 9, notify such indemnifying party in
writing of the commencement thereof; but the omission so to
notify an indemnifying party shall not relieve it from any
liability which it may have to the indemnified party otherwise
than under its agreement contained in this Section 9. In the
case of any such notice to an indemnifying party, it shall be
entitled to participate at its own expense in the defense, or if
it so elects, to assume the defense, of any such action, but, if
it elects to assume the defense, such defense shall be conducted
by counsel chosen by it and satisfactory to the indemnified party
and to any other indemnifying party, defendant in the suit. In
the event that any indemnifying party elects to assume the
defense of any such action and retain such counsel, the
indemnified party shall bear the fees and expenses of any
additional counsel retained by it. No indemnifying party shall
be liable in the event of any settlement of any such action
effected without its consent except as provided in Section 9(e)
hereof. Each indemnified party agrees promptly to notify each
indemnifying party of the commencement of any litigation or
proceedings against it in connection with the issue and sale of
the Notes.
(d) If any Agent or person entitled to indemnification
by the terms of subsection (a) of this Section 9 shall have given
notice to the Company and the Guarantor of a claim in respect
thereof pursuant to Section 9(c) hereunder, and if such claim for
indemnification is thereafter held by a court to be unavailable
for any reason other than by reason of the terms of this
Section 9 or if such claim is unavailable under controlling
precedent, such Agent or person shall be entitled to contribution
from the Company and the Guarantor to liabilities and expenses,
except to the extent that contribution is not permitted under
Section 11(f) of the 1933 Act. In determining the amount of
contribution to which such Agent or person is entitled, there
shall be considered the relative benefits received by such Agent
or person and the Company and the Guarantor from the offering of
the Notes that were the subject of the claim for indemnification
(taking into account the portion of the proceeds of the offering
realized by each), the Agent or person's relative knowledge and
access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent
any statement or omission, and any other equitable considerations
appropriate under the circumstances. The Company and the
Guarantor and the Agents agree that it would not be equitable if
the amount of such contribution were determined by pro rata or
per capita allocation (even if the Agents were treated as one
entity for such purpose).
(e) No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 9 (whether or not
the indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party and all liability
arising out of such litigation, investigation, proceeding or
claim, and (ii) does not include a statement as to or an
admission of fault, culpability or the failure to act by or on
behalf of any indemnified party.
(f) The indemnity and contribution provided for in
this Section 9 and the representations and warranties of the
Company, the Guarantor and the several Agents set forth in this
Agreement shall remain operative and in full force and effect
regardless of (i) any investigation made by or on behalf of any
Agent or any person controlling any Agent, the Company, its
directors or officers, the Guarantor or any person controlling
the Guarantor, (ii) acceptance of any Notes and payment therefor
under this Agreement, and (iii) any termination of this
Agreement.
10. Default of Agents.
-----------------
If the Company and two or more Agents enter into an
agreement pursuant to which such Agents agree to purchase Notes
from the Company as principal and one or more of such Agents
shall fail at the Settlement Date to purchase the Notes which it
or they are obligated to purchase (the "Defaulted Notes"), then
the non-defaulting Agents may make arrangements satisfactory to
the Company for one of them or one or more other Agents or any
other agents to purchase all, but not less than all, of the
Defaulted Notes in such amounts as may be agreed upon and upon
the terms herein set forth in this Agreement. If, however, no
such arrangements shall have been made within 24 hours
thereafter, then the non-defaulting Agents shall be obligated,
severally and not jointly, to purchase the full amount thereof in
the proportions which their respective initial underwriting
obligations bear to the underwriting obligations of all
non-defaulting Agents. In the event of any such default, either
the non-defaulting Agents or the Company may by prompt written
notice to such other parties postpone the Settlement Date for a
period of not more than seven full business days in order to
effect whatever changes may thereby be made necessary in the
Registration Statement or Prospectus or in any other documents or
arrangements, and the Company will promptly file any amendments
to the Registration Statement or Supplements to the Prospectus
which may thereby be made necessary. As used in this Agreement,
the term "Agent" includes any person substituted for an Agent
under this Section 10.
Nothing in this Section 10 shall relieve an Agent from
liability for its default.
11. Survival of Certain Representations and Obligations.
---------------------------------------------------
The respective indemnities, agreements, representations
and warranties of the Company and the Guarantor and of or on
behalf of the Agents set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or
on behalf of any Agent or the Company and the Guarantor or any of
their respective officers, directors, or any controlling person,
and will survive delivery of and payment for the Notes. If for
any reason the purchase of the Notes by the Agents is not
consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Sections 5(c)
and 6, and the respective obligations of the Company, the
Guarantor and the Agents pursuant to Sections 9, 11, 12 and 14
hereof shall remain in effect.
12. Termination.
-----------
(a) This Agreement (excluding any agreement by one or
more Agents to purchase Notes as principal) may be terminated,
for any reason at any time, by either the Company or an Agent, as
to itself, upon the giving of 30 days' prior written notice of
such termination to the other party hereto.
(b) The applicable Agent(s) may terminate any
agreement by such Agent(s) to purchase Notes as principal,
immediately upon notice to the Company and the Guarantor, at any
time prior to the Settlement Date relating thereto, if
(i) there has been, since the date of such Terms Agreement or
since the respective dates as of which information is given in
the Prospectus, as amended or supplemented to such date, any
change or any development involving a prospective change in or
affecting particularly the business or properties of the
Guarantor, which, in the judgment of any such Agent, materially
impairs the investment quality of such Notes; (ii) there has been
any suspension or limitation of trading in securities generally
on the New York Stock Exchange, or any setting of minimum or
maximum prices for trading on such exchange, or any suspension or
limitation of trading of any securities of the Company or the
Guarantor on any exchange or in the over-the-counter market;
(iii) a general banking moratorium has been declared by Federal
or New York authorities; (iv) there shall have occurred any
outbreak or escalation of major hostilities in which the United
States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency
if, in the reasonable judgment of such Agent, in each case the
effect of which makes it impractical and inadvisable to proceed
with completion of the sale of and payment for the Notes and such
Agent makes a similar determination with respect to all other
underwritings of medium-term notes of utilities or utility
holding companies in which it is participating and has the
contractual right to make such a determination; or (v) there has
been any decrease in the ratings of the Program or any debt
securities of the Company or the Guarantor (including the Notes)
that existed as of the date of such agreement by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the 1933 Act) or if such
organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of the Program or any such debt securities.
(c) In the event of any such termination, no party
will have any liability to the other parties hereto, except that
(i) the Agents shall be entitled to any commissions earned in
accordance with the third paragraph of Section 3(b) hereof,
(ii) if at the time of termination (a) any Agent shall own any
Notes purchased by it as principal pursuant to a Terms Agreement
or (b) an offer to purchase any of the Notes has been accepted by
the Company but the time of delivery to the purchaser or his
agent of such Notes relating thereto has not occurred, the
covenants set forth in Sections 5 and 8 hereof shall remain in
effect until such Notes are so resold or delivered, as the case
may be, and (iii) the covenant set forth in Section 5(h) hereof,
the provisions of Section 6 hereof, the indemnity and
contribution agreements set forth in Section 9 hereof, and the
provisions of Sections 11, 14 and 15 hereof shall remain in
effect.
13. Notices.
-------
The Company and the Guarantor shall be entitled to act
and rely upon any statement, request, notice or agreement on
behalf of each of the Agents if the same shall have been made or
given by the Agents. All statements, requests, notices, consents
and agreements hereunder shall be in writing, or by telegraph
subsequently confirmed in writing, to the following addresses:
If to the Company or the Guarantor:
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Attention: Treasurer
Facsimile: (610) 774-5106
[Agent Name]
[Agent Address]
[Agent Name]
[Agent Address]
[Agent Name]
[Agent Address]
14. Parties in Interest.
-------------------
This Agreement shall each inure solely to the benefit
of the Company, the Guarantor and the Agents and, to the extent
provided in Section 9 hereof, to any person who controls any
Agent, to the officers and directors of the Company and the
Guarantor, and to any person who controls the Company or the
Guarantor, and their respective successors. No other person,
partnership, association or corporation shall acquire or have any
right under or by virtue of this Agreement. The term "successor"
shall not include any assignee of an Agent (other than a person
substituted for an Agent under Section 10 hereof or one who shall
acquire all or substantially all of an Agent's business and
properties), nor shall it include any purchaser of Notes from any
Agent merely because of such purchase.
15. Applicable Law.
--------------
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
16. Counterparts.
------------
This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same
instrument.
Please confirm that the foregoing correctly sets forth
the agreement between us by signing in the space provided below
for that purpose, whereupon this Distribution Agreement shall
constitute a binding agreement between the Company and the
Guarantor and the several Agents in accordance with its terms.
Yours very truly,
PP&L RESOURCES, INC.
By:
-------------------------------------
Name:
Title:
PP&L CAPITAL FUNDING, INC.
By:
-------------------------------------
Name:
Title:
<PAGE>
The foregoing Distribution Agreement is hereby confirmed and
accepted as of the date first above written.
[Agent Name]
By:
------------------------
[Agent Name]
By:
------------------------
[Agent Name]
By:
------------------------
<PAGE>
SCHEDULE A
PRICING TERMS
Principal Amount: $
--------------
Interest Rate or Formula:
If Fixed Rate Note,
Interest Rate:
Interest Payment Dates:
If Floating Rate Note,
Interest Rate Basis(es):
If LIBOR,
LIBOR Reuters Page:
--
LIBOR Telerate Page:
--
Designated LIBOR Currency:
If CMT Rate,
Designated CMT Telerate Page:
If Telerate Page 7052:
Weekly Average
--
Monthly Average
--
Designated CMT Maturity Index:
Index Maturity:
Spread and/or Spread Multiplier, if any:
Initial Interest Rate, if any:
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Fixed Rate Commencement Date, if any:
Fixed Interest Rate, if any:
Day Count Convention:
Calculation Agent:
Redemption Provisions:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:
Repayment Provisions:
Optional Repayment Date(s)
Original Issue Date:
Stated Maturity Date
Exchange Rate Agent:
Authorized Denomination:
Purchase Price: %, plus accrued interest, if any, from
---
---------
Price to Public: %, plus accrued interest, if any, from
---
---------
Issue Price:
Settlement Date and Time:
Additional/Other Terms:
Also, in connection with the purchase of Notes from the Company
by one or more Agents as principal, agreement as to whether the
following will be required:
Officers' Certificate pursuant to Section 7(f) of the
Distribution Agreement
Legal Opinions pursuant to Section 7(c)and(d) of the
Distribution Agreement
Comfort Letter pursuant to Section 7(a) of the Distribution
Agreement
<PAGE>
SCHEDULE B
As compensation for the services of the Agents hereunder,
the Company shall pay the applicable Agent, on a discount basis,
a commission for the sale of each Note equal to the principal
amount of such Notes multiplied by the appropriate percentage set
forth below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
--------------- ----------------
From 9 months to less than 1 year
From 1 year to less than 18 months
From 18 months to less than 2 years
From 2 years to less than 3 years
From 3 years to less than 4 years
From 4 years to less than 5 years
From 5 years to less than 6 years
From 6 years to less than 7 years
From 7 years to less than 10 years
From 10 years to less than 15 years
From 15 years to less than 20 years
From 20 years to 30 years
From 30 years to 40 Years
---------------------
* As agreed to by the Company and the applicable Agent at the
time of sale.
<PAGE>
SCHEDULE C
----------
PP&L CAPITAL FUNDING, INC.
ADMINISTRATIVE PROCEDURES
FOR FIXED RATE AND FLOATING RATE MEDIUM-TERM NOTES, SERIES B
(Dated as of , 1999)
-----------
Medium-Term Notes, Series A (the "Notes") in an
aggregate principal amount of up to $[400,000,000] are to be
offered on a continuous basis by PP&L Capital Funding, Inc., a
Delaware corporation (the "Company"), to or through
-----------------------------------------------------------------
-----------------------------------------------------------------
(each, an "Agent" and,
---------------------------------
collectively, the "Agents") pursuant to a Distribution Agreement,
dated , 1999 (the "Distribution Agreement"), by and
-----------
among the Company, PP&L Resources, Inc. (the "Guarantor") and the
Agents. Each of the Notes is to be unconditionally guaranteed as
to payment of principal, premium, if any, and interest by the
Guarantor pursuant to guarantees of the Guarantor (the
"Guarantees"). The Distribution Agreement provides both for the
sale of Notes by the Company to one or more of the 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 related Agent or Agents), in which case each such
Agent will act as an agent of the Company in soliciting purchases
of Notes.
Unless otherwise agreed by the related Agent or Agents
and the Company, Notes will be purchased by the related Agent or
Agents as principal. Such purchases will be made in accordance
with the applicable Terms Agreement as provided in the
Distribution Agreement. If agreed upon by any Agent or Agents
and the Company, the Agent or Agents, acting solely as agent or
agents for the Company and not as principal, will use reasonable
efforts to solicit offers to purchase the Notes. Only those
provisions in these Administrative Procedures that are applicable
to the particular role to be performed by the related Agent or
Agents shall apply to the offer and sale of the relevant Notes.
The Notes will be issued under an Indenture, dated as
of November 1, 1997, as amended, supplemented or modified from
time to time (the "Indenture"), between the Company, the
Guarantor and The Chase Manhattan Bank ("Chase"), as trustee
(together with any successor in such capacity, the "Trustee").
The Company and the Guarantor have filed a joint Registration
Statement with the Securities and Exchange Commission (the
"Commission") registering debt securities, including the Notes
and the Guarantees (the "Registration Statement", which term
shall include any additional registration statements filed in
connection with the Notes and the Guarantees). The most recent
base prospectus deemed part of the Registration Statement, as
supplemented by a Prospectus supplement relating to the Notes, is
herein referred to as "Prospectus". The most recent supplement
to the Prospectus setting forth the purchase price, interest rate
or formula, maturity date and other terms of the Notes (as
applicable) is herein referred to as the "Pricing Supplement".
The Notes will either be issued (a) in book-entry form
and represented by one or more fully registered Notes without
coupons (each, a "Global Note") delivered to Chase, as agent for
The Depository Company ("DTC"), and recorded in the book-entry
system maintained by DTC, or (b) in certificated form (each, a
"Certificated Note") delivered to the investor or other purchaser
thereof or a person designated by such investor or other
purchaser.
General procedures relating to the issuance of all
Notes are set forth in Part I hereof. Additionally, Notes issued
in book-entry form will be issued in accordance with the
procedures set forth in Part II hereof, as adjusted from time to
time in accordance with changes in DTC's operating requirements,
and Certificated Notes will be issued in accordance with the
procedures set forth in Part III hereof. To the extent any
procedure set forth below conflicts with the provisions of the
Notes, the Indenture or the Distribution Agreement, the relevant
provisions of the Notes, the Indenture and the Distribution
Agreement, respectively, shall control. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed
thereto in the Notes, the Indenture or the Distribution Agreement
as the case may be.
<PAGE>
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date
of its authentication by the Trustee.
Each Note shall also bear an original
issue date (each, an "Original Issue
Date"). The Original Issue Date shall
remain the same for all Notes
subsequently issued upon transfer,
exchange or substitution of an original
Note regardless of their dates of
authentication.
Price to Public: Unless otherwise agreed to by the
Company and the Agents and specified in
a Pricing Supplement, each Note will be
issued at 100% of the principal amount
thereof.
Maturities: Each Note will mature on a date from
nine months to 40 years from its
Original Issue Date (the "Stated
Maturity Date") selected by the investor
or other purchaser and agreed to by the
Company.
Guarantees: Each of the Notes is to be
unconditionally guaranteed as to payment
of principal, premium, if any, and
interest pursuant to the Guarantees of
the Guarantor as set forth in the
Indenture.
Registration: Unless otherwise provided in the
applicable Pricing Supplement, Notes
will be issued only in fully registered
form.
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, the Notes
will be issued in denominations of
$1,000 and integral multiples thereof.
Interest Rate Bases
applicable to
Floating Rate
Notes: Unless otherwise provided in the
applicable Pricing Supplement, Floating
Rate Notes will bear interest at a rate
or rates determined by reference to the
CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime
Rate, the Treasury Rate, or such other
interest rate basis or formula as may be
set forth in applicable Pricing
Supplement, or by reference to two or
more such rates, as adjusted by the
Spread and/or Spread Multiplier, if any,
applicable to such Floating Rate Notes.
Redemption/
Repayment: The Notes will be subject to redemption
by the Company in accordance with the
terms of the Notes, which will be fixed
at the time of sale and set forth in the
applicable Pricing Supplement. If no
Initial Redemption Date is indicated
with respect to a Note, such Note will
not be redeemable prior to its Stated
Maturity Date.
The Notes will be subject to repayment
at the option of the Holders thereof in
accordance with the terms of the Notes,
which will be fixed at the time of sale
and set forth in the applicable Pricing
Supplement. If no Optional Repayment
Date is indicated with respect to a
Note, such Note will not be repayable at
the option of the Holder prior to its
Stated Maturity Date.
Calculation of
Interest: In case of Fixed Rate Notes, interest
(including payments for partial periods)
will be calculated and paid on the basis
of a 360-day year of twelve 30-day
months.
The interest rate on each Floating Rate
Note will be calculated by reference to
the specified Interest Rate Basis or
Bases plus or minus the applicable
Spread, if any, and/or multiplied by the
applicable Spread Multiplier, if any.
Unless and until otherwise authorized by
the Guarantor and the Company and
provided in the applicable Pricing
Supplement, the interest rate on any
Fixed Rate Note will not exceed 9 1/2%
per annum.
Unless otherwise provided in the
applicable Pricing Supplement, interest
on each Floating Rate Note will be
calculated by multiplying its principal
amount by an accrued interest factor.
Such accrued interest factor is computed
by adding the interest factor calculated
for each day in the period for which
accrued interest is being calculated.
Unless otherwise provided in the
applicable Pricing Supplement, the
interest factor for each such day is
computed by dividing the interest rate
applicable to such day by 360 if the
Commercial Paper Rate, Federal Funds
Rate, LIBOR or Prime Rate is an
applicable Interest Rate Basis, or by
the actual number of days in the year if
the CMT Rate or Treasury Rate is an
applicable Interest Rate Basis. The
interest factor for Notes for which the
interest rate is calculated with
reference to two or more Interest Rate
Bases will be calculated as provided in
the applicable Pricing Supplement.
Interest: General. Each Note will bear interest
-------
in accordance with its terms. Unless
otherwise provided in the applicable
Pricing Supplement, interest on each
Note will accrue from and including the
Original Issue Date of such Note for the
first interest period or from the most
recent Interest Payment Date (as defined
below) to which interest has been paid
or duly provided for all subsequent
interest periods to but excluding the
next applicable Interest Payment Date or
the Stated Maturity Date or date of
earlier redemption or repayment, as the
case may be (the Stated Maturity Date or
date of earlier redemption or repayment
is referred to herein as the "Maturity
Date" with respect to the principal
repayable on such date).
If an Interest Payment Date or the
Maturity Date with respect to any Fixed
Rate Note falls on a day that is not a
Business Day (as defined below), the
required payment to be made on such day
need not be made on such day, but may be
made on the next succeeding Business Day
with the same force and effect as if
made on such day, and no interest shall
accrue on such payment for the period
from and after such day to the next
succeeding Business Day. If an Interest
Payment Date other than the Maturity
Date with respect to any Floating Rate
Note would otherwise fall on a day that
is not a Business Day, such Interest
Payment Date will be postponed to the
next succeeding Business Day, except
that in the case of a Note for which
LIBOR is an applicable Interest Rate
Basis, if such Business Day falls in the
next succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business Day. If
the Maturity Date with respect to any
Floating Rate Note falls on a day that
is not a Business Day, the required
payment to be made on such day need not
be made on such day, but may be made on
the next succeeding Business Day with
the same force and effect as if made on
such day, and no interest shall accrue
on such payment for the period from and
after the Maturity Date to the next
succeeding Business Day. Unless
otherwise provided in the applicable
Pricing Supplement, "Business Day" means
any day, other than a Saturday or
Sunday, that is not a day on which
banking institutions or trust companies
are generally authorized or required by
law, regulation or executive order to
close in The City of New York; provided
that, with respect to Notes for which
LIBOR is an applicable Interest Rate
Basis, such day is also a London
Business Day (as defined below).
"London Business Day" means any day on
which dealings in deposits in United
States Dollars are transacted in the
London interbank market.
Regular Record Dates. Unless otherwise
--------------------
provided in the applicable Pricing
Supplement, the "Regular Record Date"
for a Fixed Rate Note shall be the
January 31 or July 31 immediately
preceding the applicable Interest
Payment Date and the "Regular Record
Date" for a Floating Rate Note shall be
the date 15 calendar days (whether or
not a Business Day) preceding the
applicable Interest Payment Date.
Interest Payment Dates. Interest
----------------------
payments will be made on each Interest
Payment Date commencing with the first
Interest Payment Date following the
Original Issue Date; provided, however,
the first payment of interest on any
Note originally issued between a Regular
Record Date and an Interest Payment Date
will occur on the Interest Payment Date
following the next succeeding Regular
Record Date.
Unless otherwise provided in the
applicable Pricing Supplement, interest
payments on Fixed Rate Notes will be
made semiannually in arrears on February
15 and August 15 of each year and on the
Maturity Date, while interest payments
on Floating Rate Notes will be made as
specified in the Prospectus and the
applicable Pricing Supplement.
Acceptance and
Rejection of
Offers from
Solicitation
as Agents: If agreed upon by any Agent and the
Company, then such Agent acting solely
as agent for the Company and not as
principal will solicit purchases of the
Notes. Each Agent will communicate to
the Company, orally or in writing, each
reasonable offer to purchase Notes
solicited by such Agent on an agency
basis, other than those offers rejected
by such Agent. Each Agent has the
right, in its discretion reasonably
exercised, to reject any proposed
purchase of Notes, as a whole or in
part, and any such rejection shall not
be a breach of such Agent's agreement
contained in the Distribution Agreement.
The Company has the sole right to accept
or reject any proposed purchase of
Notes, in whole or in part, and any such
rejection shall not be a breach of the
Company's agreement contained in the
Distribution Agreement. Each Agent has
agreed to make reasonable efforts to
assist the Company in obtaining
performance by each purchaser whose
offer to purchase Notes has been
solicited by such Agent and accepted by
the Company.
Preparation of
Pricing
Supplement: If any offer to purchase a Note is
accepted by the Company, the Company and
the Guarantor will promptly prepare a
Pricing Supplement reflecting the terms
of such Note. Information to be
included in the Pricing Supplement shall
include:
1. the name of the Company and the
name of the Guarantor;
2. the title of the Notes;
3. the date of the Pricing Supplement
and the date of the Prospectus to
which the Pricing Supplement
relates;
4. the name of the Offering Agent (as
defined below);
5. whether such Notes are being sold
to the Offering Agent as principal
or to an investor or other
purchaser through the Offering
Agent acting as agent for the
Company;
6. with respect to Notes sold to the
Offering Agent as principal,
whether such Notes will be resold
by the Offering Agent to investors
and other purchasers at (i) a fixed
public offering price of 100% of
their principal amount or at (ii)
varying prices related to
prevailing market prices at the
time of resale to be determined by
the Offering Agent;
7. the Offering Agent's discount or
commission;
8. Net proceeds to the Company;
9. the Principal Amount, Original
Issue Date, Stated Maturity Date,
Interest Payment Date(s), Initial
Redemption Date, if any, Initial
Redemption Percentage, if any,
Annual Redemption Percentage
Reduction, if any, Optional
Repayment Date(s), if any, and, in
the case of Fixed Rate Notes, the
Interest Rate, and, in the case of
Floating Rate Notes, the Interest
Rate Basis or Bases, the Day Count
Convention, Index Maturity (if
applicable), Initial Interest Rate,
if any, Maximum Interest Rate, if
any, Minimum Interest Rate, if any,
Initial Interest Reset Date,
Interest Reset Dates, Spread and/or
Spread Multiplier, if any, and
Calculation Agent; and
10. any other additional provisions of
the Notes material to investors or
other purchasers of the Notes not
otherwise specified in the
Prospectus.
The Company shall endeavor to send such
Pricing Supplement by telecopy or
overnight express (for delivery by the
close of business on the applicable
trade date, but in no event later than
11:00 A.M. New York City time, on the
Business Day following the applicable
trade date) to the Agent which made or
presented the offer to purchase the
applicable Note (in such capacity, the
"Offering Agent") and the Trustee at the
following applicable address: if to
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; and if to the Trustee
----------------
(or Chase), to: 450 W. 33rd Street, New
York, New York 10001, Attention:
Corporate Trustee Administration, (212)
946-3487, telecopier: (212) 946-8159.
For record keeping purposes, one copy of
such Pricing Supplement shall also be
mailed or telecopied to
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,
--------------------------------------
with a copy, to each of Thelen Reid &
Priest, LLP, 40 West 57th Street, New
York, New York 10019-4097, Attention:
Catherine C. Hood, and Sullivan &
Cromwell, 125 Broad Street, New York,
New York 10004, Attention: Robert B.
Hiden, Jr., Esq.
In each instance that a Pricing
Supplement is prepared, the Offering
Agent will provide a copy of such
Pricing Supplement to each investor or
purchaser of the relevant Notes or its
agent. Pursuant to Rule 434 of the
Securities Act of 1933, as amended
("Rule 434"), the Pricing Supplement may
be delivered separately from the
Prospectus. Outdated Pricing
Supplements (other than those retained
for files) will be destroyed.
Settlement: The receipt of immediately available
funds by the Company in payment for a
Note and the authentication and delivery
of such Note shall, with respect to such
Note, constitute "settlement". Offers
accepted by the Company will be settled
in three Business Days, or at such time
as the purchaser, the applicable Agent
and the Company shall agree, pursuant to
the timetable for settlement set forth
in Parts II and III hereof under
"Settlement Procedure Timetable" with
respect to Global Notes and Certificated
Notes, respectively (each such date
fixed for settlement is hereinafter
referred to as a "Settlement Date"). If
procedures A and B of the applicable
Settlement Procedures with respect to a
particular offer are not completed on or
before the time set forth under the
applicable "Settlement Procedures
Timetable", such offer shall not be
settled until the Business Day following
the completion of settlement procedures
A and B or such later date as the
purchaser and the Company shall agree.
The foregoing settlement procedures may
be modified with respect to any purchase
of Notes by an Agent as principal if so
agreed by the Company and such Agent.
Procedure for
Changing Rates
or Other
Variable Terms: When a decision has been reached to
change the interest rate or any other
variable term on any Notes being sold by
the Company, the Company will promptly
advise the Agents and the Trustee by
facsimile transmission and the Agents
will forthwith suspend solicitation of
offers to purchase such Notes. The
Agents will telephone the Company with
recommendations as to the changed
interest rates or other variable terms.
At such time as the Company notifies the
Agents and the Trustee of the new
interest rates or other variable terms,
the Agents may resume solicitation of
offers to purchase such Notes. Until
such time, only "indications of
interest" may be recorded. Immediately
after acceptance by the Company of an
offer to purchase Notes at a new
interest rate or new variable term, the
Company, the Offering Agent and the
Trustee shall follow the procedures set
forth under the applicable "Settlement
Procedures".
Suspension of
Solicitation;
Amendment or
Supplement: The Company may instruct the Agents to
suspend solicitation of offers to
purchase Notes at any time. Upon
receipt of such instructions, the Agents
will forthwith suspend solicitation of
offers to purchase from the Company
until such time as the Company has
advised the Agents that solicitation of
offers to purchase may be resumed. If
the Company or the Guarantor decides to
amend or supplement the Registration
Statement or the Prospectus (other than
to establish or change interest rates or
formulas, maturities, prices or other
similar variable terms with respect to
the Notes), it will promptly advise the
Agents and will furnish the Agents and
their counsel with copies of the
proposed amendment or supplement.
Copies of such amendment or supplement
will be delivered or mailed to the
Agents, their counsel and the Trustee in
quantities which such parties may
reasonably request at the following
respective addresses:
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and if to the Trustee (or Chase), to:
450 W. 33rd Street, New York, New York
10001, Attention: Corporate Trustee
Administration, (212) 946-3487,
telecopier: (212) 946-8159. For record
keeping purposes, one copy of each such
amendment or supplement shall also be
mailed or telecopied to each of Thelen
Reid & Priest LLP, 40 West 57th Street,
New York, New York 10019-4097,
Attention: Catherine C. Hood, and
Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004, Attention:
Robert B. Hiden, Jr., Esq., (212)
558-3812, telecopier: (212) 558-3588.
In the event that at the time the
solicitation of offers to purchase from
the Company is suspended (other than to
establish or change interest rates or
formulas, maturities, prices or other
similar variable terms with respect to
the Notes) there shall be any offers to
purchase Notes that have been accepted
by the Company which have not been
settled, the Company will promptly
advise the Offering Agent and the
Trustee whether such offers may be
settled and whether copies of the
Prospectus as theretofore amended and/or
supplemented as in effect at the time of
the suspension may be delivered in
connection with the settlement of such
offers. The Company will have the sole
responsibility for such decision and for
any arrangements which may be made in
the event that the Company determines
that such offers may not be settled or
that copies of such Prospectus may not
be so delivered.
Delivery of
Prospectus and
applicable
Pricing
Supplement: A copy of the most recent Prospectus and
the applicable Pricing Supplement, which
pursuant to Rule 434 may be delivered
separately from the Prospectus, must
accompany or precede the earlier of
(a) the written confirmation of a sale
sent to an investor or other purchaser
or its agent and (b) the delivery of
Notes to an investor or other purchaser
or its agent.
Authenticity of
Signatures: The Agents will have no obligation or
liability to the Company, the Guarantor
or the Trustee in respect of the
authenticity of the signature of any
officer, employee or agent of the
Company, the Guarantor or the Trustee on
any Note or Guarantee.
Documents
Incorporated by
Reference: The Company shall supply the Agents with
an adequate supply of all documents
incorporated by reference in the
Registration Statement and the
Prospectus.
<PAGE>
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in
book-entry form for eligibility in the book-entry system
maintained by DTC, Chase will perform the custodial, document
control and administrative functions described below, in
accordance with its respective obligations under a Letter of
Representations from the Company, the Guarantor and the Trustee
to DTC, dated , 1998, and a Certificate Agreement,
-------------
dated December 2, 1988, between Chase and DTC, as amended (the
"Certificate Agreement"), and its obligations as a participant in
DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-
entry form having the same Original
Issue Date, Interest Rate, Interest
Payment Dates, redemption and/or
repayment terms, if any, and Stated
Maturity Date (collectively, the "Fixed
Rate Terms") will be represented
initially by a single Global Note; and
all Floating Rate Notes issued in
book-entry form having the same Original
Issue Date, formula for the calculation
of interest (including the Interest Rate
Basis or Bases, which may be the CMT
Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime
Rate or the Treasury Rate or any other
interest rate basis or formula, and
Spread and/or Spread Multiplier, if
any), Day Count Convention, Initial
Interest Rate, Index Maturity (if
applicable), Minimum Interest Rate, if
any, Maximum Interest Rate, if any,
redemption and/or repayment terms, if
any, Interest Payment Dates, Initial
Interest Reset Date, Interest Reset
Dates and Stated Maturity
Date(collectively, the "Floating Rate
Terms") will be represented initially by
a single Global Note.
For other variable terms with respect to
the Fixed Rate Notes and Floating Rate
Notes, see the Prospectus and the
applicable Pricing Supplement.
Owners of beneficial interests in Global
Notes will be entitled to physical
delivery of Certificated Notes equal in
principal amount to their respective
beneficial interests only upon certain
limited circumstances described in the
Prospectus.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau")
for the reservation of one series of
CUSIP numbers, which series consists of
approximately 900 CUSIP numbers which
have been reserved for and relating to
Global Notes, and the Company has
delivered to each of Chase and DTC such
list of such CUSIP numbers. Chase will
assign CUSIP numbers to Global Notes as
described below under Settlement
Procedures B. DTC will notify the CUSIP
Service Bureau periodically of the CUSIP
numbers that Chase has assigned to
Global Notes. Chase will notify the
Company at any time when fewer than 100
of the reserved CUSIP numbers remain
unassigned to Global Notes, and, if it
deems necessary, the Company will
reserve and obtain additional CUSIP
numbers for assignment to Global Notes.
Upon obtaining such additional CUSIP
numbers, the Company will deliver a list
of such additional numbers to Chase and
DTC. Notes issued in book-entry form in
excess of $200,000,000 aggregate
principal amount and otherwise required
to be represented by the same Global
Note will instead be represented by two
or more Global Notes which shall all be
assigned the same CUSIP number.
Registration: Unless otherwise specified by DTC, each
Global Note will be registered in the
name of Cede & Co., as nominee for DTC,
on the register maintained by Chase
under the Indenture. The beneficial
owner of a Note issued in book-entry
form (i.e., an owner of a beneficial
- -
interest in a Global Note) (or one or
more indirect participants in DTC
designated by such owner) will designate
one or more participants in DTC (with
respect to such Note issued in
book-entry form, the "Participants") to
act as agent for such beneficial owner
in connection with the book-entry system
maintained by DTC, and DTC will record
in book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such Note issued in
book-entry form in the account of such
Participants. The ownership interest of
such beneficial owner in such Note
issued in book-entry form will be
recorded through the records of such
Participants or through the separate
records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of beneficial ownership
interests in a Global Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and transferees
of such Global Note.
Exchanges: Chase may deliver to DTC and the CUSIP
Service Bureau at any time a written
notice specifying (a) the CUSIP numbers
of two or more Global Notes outstanding
on such date that represent Global Notes
having the same Fixed Rate Terms or
Floating Rate Terms, as the case may be
(other than Original Issue Dates), and
for which interest has been paid to the
same date; (b) a date, occurring at
least 30 days after such written notice
is delivered and at least 30 days before
the next Interest Payment Date for the
related Notes issued in book-entry form,
on which such Global Notes shall be
exchanged for a single replacement
Global Note; and (c) a new CUSIP number,
obtained from the Company, to be
assigned to such replacement Global
Note. Upon receipt of such a notice,
DTC will send to its Participants
(including Chase) a written
reorganization notice to the effect that
such exchange will occur on such date.
Prior to the specified exchange date,
Chase will deliver to the CUSIP Service
Bureau written notice setting forth such
exchange date and the new CUSIP number
and stating that, as of such exchange
date, the CUSIP numbers of the Global
Notes to be exchanged will no longer be
valid. On the specified exchange date,
Chase will exchange such Global Notes
for a single Global Note bearing the new
CUSIP number and the CUSIP numbers of
the exchanged Notes will, in accordance
with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned.
Notwithstanding the foregoing, if the
Global Notes to be exchanged exceed
$200,000,000 in aggregate principal
amount, one replacement Note will be
authenticated and issued to represent
each $200,000,000 in aggregate principal
amount of the exchanged Global Notes and
an additional Global Note or Notes will
be authenticated and issued to represent
any remaining principal amount of such
Global Notes (See "Denominations"
below).
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, Notes
issued in book-entry form will be issued
in denominations of $1,000 and integral
multiples thereof. Global Notes will
not be denominated in excess of
$200,000,000 aggregate principal amount.
If one or more Notes are issued in
book-entry form in excess of
$200,000,000 aggregate principal amount
and would, but for the preceding
sentence, be represented by a single
Global Note, then one Global Note will
be issued to represent each $200,000,000
in aggregate principal amount of such
Notes issued in book-entry form and an
additional Global Note or Notes will be
issued to represent any remaining
aggregate principal amount of such Note
or Notes issued in book-entry form. In
such a case, each of the Global Notes
representing Notes issued in book-entry
form shall be assigned the same CUSIP
number.
Payments of
Principal
and Interest: Payments of Interest Only. Promptly
-------------------------
after each Regular Record Date, Chase
will deliver to the Company and DTC a
written notice specifying by CUSIP
number the amount of interest to be paid
(to the extent known) on each Global
Note on the following Interest Payment
Date (other than an Interest Payment
Date coinciding with the Maturity Date)
and the total of such amounts. DTC will
confirm the amount payable on each
Global Note on such Interest Payment
Date by reference to the appropriate
(daily or weekly) bond reports published
by Standard & Poor's Corporation. On
such Interest Payment Date, the Company
will pay to Chase in immediately
available funds an amount sufficient to
pay the interest then due and owing on
the Global Notes, and upon receipt of
such funds from the Company, Chase in
turn will pay to DTC such total amount
of interest due on such Global Notes
(other than on the Maturity Date) at the
times and in the manner set forth below
under "Manner of Payment".
Notice of Interest Rates. Promptly
------------------------
after each Interest Determination Date
or Calculation Date, as the case may be,
for Floating Rate Notes issued in
book-entry form, Chase will notify each
of Moody's Investors Service, Inc. and
Standard & Poor's Corporation of the
interest rates determined as of such
Interest Determination Date.
Payments at Maturity. On or about the
--------------------
first Business Day of each month, Chase
will deliver to the Company and DTC a
written list of principal, premium, if
any, and interest (to the extent known)
to be paid on each Global Note maturing
or otherwise becoming due in the
following month. Chase, the Company and
DTC will confirm the amounts of such
principal, premium, if any, and interest
payments with respect to each such
Global Note on or about the fifth
Business Day preceding the Maturity Date
of such Global Note. On the Maturity
Date, the Company will pay to Chase in
immediately available funds an amount
sufficient to make the required
payments, and upon receipt of such funds
Chase in turn will pay to DTC the
principal amount of Global Notes,
together with premium, if any, and
interest due on the Maturity Date, at
the times and in the manner set forth
below under "Manner of Payment".
Promptly after payment to DTC of the
principal, premium, if any, and interest
due on the Maturity Date of such Global
Note, the Trustee will cancel such
Global Note and deliver it to the
Company with an appropriate debit
advice. On the first Business Day of
each month, the Trustee will deliver to
the Company a written statement
indicating the total principal amount of
outstanding Global Notes as of the close
of business on the immediately preceding
Business Day.
Manner of Payment. The total amount of
-----------------
any principal, premium, if any, and
interest due on Global Notes on any
Interest Payment Date or the Maturity
Date, as the case may be, shall be paid
by the Company to Chase in funds
available for use by the Trustee no
later than 10:00 A.M., New York City
time, on such date. The Company will
make such payment on such Global Notes
to an account specified by Chase. Upon
receipt of such funds, Chase will pay by
separate wire transfer (using Fedwire
message entry instructions in a form
previously specified by DTC) to an
account at the Federal Reserve Bank of
New York previously specified by DTC, in
funds available for immediate use by
DTC, each payment of principal, premium,
if any, and interest due on Global Notes
on such date. Thereafter on such date,
DTC will pay, in accordance with its
SDFS operating procedures then in
effect, such amounts in funds available
for immediate use to the respective
Participants in whose names the
beneficial interests in such Global
Notes are recorded in the book-entry
system maintained by DTC. Neither the
Company, the Guarantor nor Chase shall
have any responsibility or liability for
the payment by DTC of the principal of,
or premium, if any, or interest on, the
Global Notes.
Withholding Taxes. The amount of any
-----------------
taxes required under applicable law to
be withheld from any interest payment on
a Global Note will be determined and
withheld by the Participant, indirect
participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial
owner of such Global Note.
Settlement
Procedures: Settlement Procedures with regard to
each Note in book-entry form sold by an
Agent, as agent of the Company, or
purchased by an Agent, as principal,
will be as follows:
A. The Offering Agent will advise the
Company by telephone, confirmed by
facsimile, of the following
settlement information:
1. Principal amount and
Authorized Denomination.
2. (a) Fixed Interest Notes:
(i) Interest Rate.
(ii) Interest Payment
Dates.
(b) Floating Rate Notes:
(i) Whether such Note is
a Regular Floating Rate
Note, Inverse Floating
Rate Note or Floating
Rate/Fixed Rate Note.
(ii) Interest Rate Basis
or Bases.
(iii) Initial Interest
Rate.
(iv) Spread and/or Spread
Multiplier, if any.
(v) Initial Interest
Reset Date and Interest
Reset Dates.
(vi) Interest Payment
Dates.
(vii) Index Maturity, if
any.
(viii) Maximum and/or
Minimum Interest Rates,
if any.
(ix) Day Count Con-
vention.
(x) Calculation Agent.
(xi) Fixed Rate
Commencement Date, if
any, and Fixed Interest
Rate, if any.
(xii) Other terms, if
any.
4. Price to public, if any, of
such Note (or whether such
Note is being offered at
varying prices relating to
prevailing market prices at
time of resale as determined
by the Offering Agent).
5. Trade Date.
6. Settlement Date (Original
Issue Date).
7. Stated Maturity Date.
8. Redemption provisions, if any.
9. Repayment provisions, if any.
10. Net proceeds to the Company.
11. The Offering Agent's discount
or commission.
12. Whether such Note is being
sold to the Offering Agent as
principal or to an investor or
other purchaser through the
Offering Agent acting as agent
for the Company.
13. Such other information
specified with respect to such
Note (whether by Addendum or
otherwise).
B. The Company will advise Chase by
facsimile transmission or other
electronic transmission of the
above settlement information
received from the Offering Agent,
and the name of the Offering Agent.
Chase will assign a CUSIP number to
the Global Note representing such
Note. Chase will also advise the
Offering Agent of the CUSIP number
assigned to the Global Note.
C. The Company will transmit to the
Trustee by telex or facsimile its
written request for the
authentication and delivery of such
Global Note and the name of such
Agent. Each such request by the
Company shall constitute a
representation and warranty by the
Company to the Trustee that (i) the
Global Note representing such
Book-Entry Note is then, and at the
time of issuance and sale thereof
will be, duly authorized for
issuance and sale by the Company,
(ii) the Global Note representing
such Book-Entry Note will conform
to the terms of the Indenture,
(iii) such Global Note, when
completed, authenticated and
delivered pursuant to the
Indenture, will constitute the
valid and legally binding
obligation of the Company, and
(iv) upon authentication and
delivery of such Global Note, the
aggregate principal amount of all
Notes initially offered and issued
under the Indenture will not exceed
$[400,000,000] (except for Notes
represented by and authenticated
and delivered in exchange for or in
lieu of Notes in accordance with
the Indenture).
Chase will communicate to DTC and
the Offering Agent through DTC's
Participant Terminal System a
pending deposit message specifying
the following settlement
information:
1. The information set forth in
the Settlement Procedure A.
2. Identification numbers of the
participant accounts
maintained by DTC on behalf of
the Trustee and the Offering
Agent.
3. Identification of the Global
Note as a Fixed Rate Global
Note or Floating Rate Global
Note.
4. Initial Interest Payment Date
for such Note, number of days
by which such date succeeds
the related record date for
DTC purposes (or, in the case
of Floating Rate Notes which
reset daily or weekly, the
date five calendar days
preceding the Interest Payment
Date) and, if then calculable,
the amount of interest payable
on such Interest Payment Date
(which amount shall have been
confirmed by Chase).
5. CUSIP number of the Global
Note representing such Note.
6. Whether such Global Note
represents any other Notes
issued or to be issued in
book-entry form.
DTC will arrange for each pending
deposit message described above to
be transmitted to Standard & Poor's
Corporation, which will use the
information in the message to
include certain terms of the
related Global Note in the
appropriate daily bond report
published by Standard & Poor's
Corporation.
D. Chase will complete the Global Note
and send a copy thereof by
facsimile to the Company for
verification.
In the event any Note is
incorrectly prepared, Chase shall
promptly prepare a corrected Note
in exchange for such incorrectly
prepared Note.
Chase will authenticate the Global
Note representing such Note.
E. DTC will credit such Note to the
participant account of Chase
maintained by DTC.
F. Chase will enter an SDFS deliver
order through DTC's Participant
Terminal System instructing DTC
(i) to debit such Note to Chase's
participant account and credit such
Note to Chase's participant account
of the Offering Agent maintained by
DTC and (ii) to debit the
settlement account of the Offering
Agent and credit the settlement
account of Chase maintained by DTC,
in an amount equal to the price of
such Note less such Offering
Agent's discount or underwriting
commission, as applicable. Any
entry of such a deliver order shall
be deemed to constitute a
representation and warranty by
Chase to DTC that (i) the Global
Note representing such Note has
been issued and authenticated and
(ii) Chase is holding such Global
Note pursuant to the Certificate
Agreement.
G. In the case of Notes in book-entry
form sold through the Offering
Agent, as agent, the Offering Agent
will enter an SDFS deliver order
through DTC's Participant Terminal
System instructing DTC (i) to debit
such Note to the Offering Agent's
participant account and credit such
Note to the participant account of
the Participants maintained by DTC
and (ii) to debit the settlement
accounts of such Participants and
credit the settlement account of
the Offering Agent maintained by
DTC in an amount equal to the
initial public offering price of
such Note.
H. Transfers of funds in accordance
with SDFS deliver orders described
in Settlement Procedures F and G
will be settled in accordance with
SDFS operating procedures in effect
on the Settlement Date.
I. Upon receipt, Chase will pay the
Company, by wire transfer of
immediately available funds to an
account specified by the Company to
Chase from time to time, the amount
transferred to Chase in accordance
with Settlement Procedure F.
J. Chase will send a copy of the
Global Note by telecopy to the
Company together with a statement
setting forth the principal amount
of Notes Outstanding as of the
related Settlement Date after
giving effect to such transaction
and all other offers to purchase
Notes of which the Company has
advised Chase but which have not
yet been settled.
K. If such Note was sold through the
Offering Agent, as agent, the
Offering Agent will confirm the
purchase of such Note to the
investor or other purchaser either
by transmitting to the Participant
with respect to such Note a
confirmation order through DTC's
Participant Terminal System or by
mailing a written confirmation to
such investor or other purchaser.
Settlement
Procedures
Timetable: For offers to purchase Notes accepted by
the Company, Settlement Procedures A
through K set forth above shall be
completed as soon as possible following
the trade but not later than the
respective times (New York City time)
set forth below:
SETTLEMENT
PROCEDURE TIME
---------- ----
A 11:00 A.M. on the trade
date or within one hour
following the trade
B 12:00 noon on the trade
date or within one hour
following the trade
C No later than the close
of business on the trade
date
D 9:00 A.M. on Settlement
Date
E 10:00 A.M. on Settlement
Date
F-G No later than 2:00 P.M.
on Settlement Date
H 4:00 P.M. on Settlement
Date
I-K 5:00 P.M. on Settlement
Date
Settlement Procedure H is subject to
extension in accordance with any
extension of Fedwire closing deadlines
and in the other events specified in the
SDFS operating procedures in effect on
the Settlement Date.
If settlement of a Note issued in
book-entry form is rescheduled or
canceled, Chase will deliver to DTC,
through DTC's Participant Terminal
System, a cancellation message to such
effect by no later than 5:00 P.M., New
York City time, on the Business Day
immediately preceding the scheduled
Settlement Date.
Failure to Settle: If Chase fails to enter an SDFS deliver
order with respect to a Note issued in
book-entry form pursuant to Settlement
Procedure F, Chase may deliver to DTC,
through DTC's Participant Terminal
System, as soon as practicable, a
withdrawal message instructing DTC to
debit such Note to the participant
account of Chase maintained at DTC. DTC
will process the withdrawal message,
provided that such participant account
contains a principal amount of the
Global Note representing such Note that
is at least equal to the principal
amount to be debited. If withdrawal
messages are processed with respect to
all the Notes represented by a Global
Note, the Trustee will mark such Global
Note "canceled", make appropriate
entries in its records and send
certification of destruction of such
canceled Global Note to the Company.
The CUSIP number assigned to such Global
Note shall, in accordance with CUSIP
Service Bureau procedures, be canceled
and not immediately reassigned. If
withdrawal messages are processed with
respect to a portion of the Notes
represented by a Global Note, Chase will
exchange such Global Note for two Global
Notes, one of which shall represent the
Global Notes for which withdrawal
messages are processed and shall be
canceled immediately after issuance and
the other of which shall represent the
other Notes previously represented by
the surrendered Global Note and shall
bear the CUSIP number of the surrendered
Global Note.
In the case of any Note in book-entry
form sold through the Offering Agent, as
agent, if the purchase price for any
such Note is not timely paid to the
Participants with respect thereto by the
beneficial investor or other purchaser
thereof (or a person, including an
indirect participant in DTC, acting on
behalf of such investor or other
purchaser), such Participants and, in
turn, the related Offering Agent may
enter SDFS deliver orders through DTC's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures F and G,
respectively. Thereafter, Chase will
deliver the withdrawal message and take
the related actions described in the
preceding paragraph. If such failure
shall have occurred for any reason other
than default by the applicable Offering
Agent to perform its obligations
hereunder or under the Distribution
Agreement, the Company will reimburse
such Offering Agent on an equitable
basis for its reasonable loss of the use
of funds during the period when the
funds were credited to the account of
the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a Note
in book-entry form, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to a Note that was to have been
represented by a Global Note also
representing other Notes, the Trustee
will provide, in accordance with
Settlement Procedure D, for the
authentication and issuance of a Global
Note representing such remaining Notes
and will make appropriate entries in its
records.
<PAGE>
PART III: PROCEDURES FOR CERTIFICATED NOTES
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, the
Certificated Notes will be issued in
denominations of $1,000 and integral
multiples thereof.
Payments of
Principal,
Premium, if any,
and Interest: Upon presentment and delivery of the
Certificated Note, Chase upon receipt of
immediately available funds from the
Company will pay the principal of,
premium, if any, and interest on, each
Certificated Note on the Maturity Date
in immediately available funds. All
interest payments on a Certificated
Note, other than interest due on the
Maturity Date, will be made by check
mailed to the address of the person
entitled thereto as such address shall
appear in the Security Register;
provided, however, that Holders of
$10,000,000 or more in aggregate
principal amount of Certificated Notes
(whether having identical or different
terms and provisions) shall be entitled
to receive such interest payments by
wire transfer of immediately available
funds if appropriate wire transfer
instructions have been received in
writing by Chase not less than 15
calendar days prior to the applicable
Interest Payment Date.
Chase will provide monthly to the
Company a list of the principal,
premium, if any, and interest (to the
extent known) to be paid on Certificated
Notes maturing in the next succeeding
month. Chase will be responsible for
withholding taxes on interest paid as
required by applicable law.
Certificated Notes presented to Chase on
the Maturity Date for payment will be
canceled by the Trustee. All canceled
Certificated Notes held by the Trustee
shall be disposed of by the Trustee in
accordance with its customary
procedures, and the Trustee shall
furnish to the Company a certificate
with respect to such disposition.
Settlement
Procedures: Settlement Procedures with regard to
each Certificated Note purchased by an
Agent, as principal, or through an
Agent, as agent, shall be as follows:
A. The Offering Agent will advise the
Company by telephone (and confirm
in writing by facsimile) of the
following Settlement information
with regard to each Certificated
Note:
1. Exact name in which the
Certificated Note(s) is to be
registered (the "Registered
Owner").
2. Exact address or addresses of
the Registered Owner for
delivery, notices and payments
of principal, premium, if any,
and interest.
3. Taxpayer identification number
of the Registered Owner.
4. Principal amount and
Authorized Denomination.
5. (a) Fixed Rate Notes:
(i) Interest Rate.
(ii) Interest Payment
Dates.
(b) Floating Rate Notes:
(i) Whether such Note is
a Regular Floating Rate
Note, Inverse Floating
Rate Note or Floating
Rate/Fixed Rate Note.
(ii) Interest Rate Basis
or Bases.
(iii) Initial Interest
Rate.
(iv) Spread and/or Spread
Multiplier, if any.
(v) Initial Interest
Reset Date and Interest
Reset Dates.
(vi) Interest Payment
Dates.
(vii) Index Maturity, if
any.
(viii) Maximum and/or
Minimum Interest Rates,
if any.
(ix) Day Count Con-
vention.
(x) Calculation Agent.
(xi) Fixed Rate
Commencement Date, if
any, and Fixed Interest
Rate, if any.
(xii) Other terms, if
any.
6. Price to public of such
Certificated Note (or whether
such Note is being offered at
varying prices relating to
prevailing market prices at
time of resale as determined
by the Offering Agent).
7. Trade Date.
8. Settlement Date (Original
Issue Date).
9. Stated Maturity Date.
10. Redemption provisions, if any.
11. Repayment provisions, if any.
12. Net proceeds to the Company.
13. The Offering Agent's discount
or commission.
14. Whether such Note is being
sold to the Offering Agent as
principal or to an investor or
other purchaser through the
Offering Agent acting as agent
for the Company.
15. Such other information
specified with respect to such
Note (whether by Addendum or
otherwise).
B. After receiving such settlement
information from the Offering
Agent, the Company will advise
Chase of the above settlement
information by facsimile
transmission confirmed by
telephone. The Company will
transmit to the Trustee by telex or
facsimile its written request for
the authentication and delivery of
such Certificated Note and the name
of such Agent. Each such request
by the Company shall constitute a
representation and warranty by the
Company to the Trustee that (i) the
Certificated Note is then, and at
the time of issuance and sale
thereof will be, duly authorized
for issuance and sale by the
Company, (ii) the Certificated Note
will conform with the terms of the
Indenture, (iii) such Certificated
Note, when completed, authenticated
and delivered pursuant to the
Indenture, will constitute the
valid and legally binding
obligation of the Company, and
(iv) upon authentication and
delivery of such Certificated Note,
the aggregate principal amount of
all Notes initially offered and
issued under the Indenture will not
exceed $[400,000,000] (except for
Notes represented by and
authenticated and delivered in
exchange for or in lieu of Notes in
accordance with the Indenture).
C. Chase will complete the
Certificated Note and send a copy
thereof by facsimile to the Company
for verification.
In the event any Note is
incorrectly prepared, Chase shall
promptly prepare a corrected Note
in exchange for such incorrectly
prepared Note.
The Trustee will authenticate the
Certificated Note in the form
approved by the Company and the
Offering Agent, and will make three
copies thereof (herein called
"Stub 1", "Stub 2" and "Stub 3"):
1. Certificated Note with the
Offering Agent's confirmation,
if traded on a principal
basis, or the Offering Agent's
customer confirmation, if
traded on an agency basis.
2. Stub 1 for Trustee.
3. Stub 2 for Offering Agent.
4. Stub 3 for the Company.
D. With respect to each trade, the
Trustee will deliver the
Certificated Note and Stub 2
thereof to the Offering Agent at
the following applicable address:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
;
----------------------------------
and the Trustee will keep Stub 1.
The Offering Agent will acknowledge
receipt of the Certificated Note
through a broker's receipt and will
keep Stub 2. Delivery of the
Certificated Note will be made only
against such acknowledgment of
receipt. Upon determination that
the Certificated Note has been
authorized, delivered and completed
as aforementioned, the Offering
Agent will wire the net proceeds of
the Certificated Note after
deduction of its applicable
commission to the Company pursuant
to standard wire instructions given
by the Company.
E. In the case of a Certificated Note
sold through the Offering Agent, as
agent, the Offering Agent will
deliver such Certificated Note
(with the confirmation) to the
purchaser against payment in
immediately available funds.
F. The Trustee will send Stub 3 to the
Company.
Settlement
Procedures
Timetable: For offers to purchase Certificated
Notes accepted by the Company,
Settlement Procedures A through F set
forth above shall be completed as soon
as possible following the trade but not
later than the respective times (New
York City time) set forth below:
SETTLEMENT
PROCEDURE TIME
---------- ----
A 11:00 A.M. on the trade
date or within one hour
following the trade
B 12:00 noon on the trade
date or within one hour
following the trade
C-D 2:15 P.M. on Settlement
Date
E 3:00 P.M. on Settlement
Date
F 5:00 P.M. on Settlement
Date
Failure to
Settle: In the case of Certificated Notes sold
through the Offering Agent, as agent, if
an investor or other purchaser of a
Certificated Note from the Company shall
either fail to accept delivery of or
make payment for such Certificated Note
on the date fixed for settlement, the
Offering Agent will forthwith notify the
Trustee and the Company by telephone,
confirmed in writing, and return such
Certificated Note to the Trustee.
The Trustee, upon receipt of such
Certificated Note from the Offering
Agent, will immediately advise the
Company and the Company will promptly
arrange to credit the account of the
Offering Agent in an amount of
immediately available funds equal to the
amount previously paid to the Company by
such Offering Agent in settlement for
such Certificated Note. Such credits
will be made on the Settlement Date if
possible, and in any event not later
than the Business Day following the
Settlement Date; provided that the
Company has received notice on the same
day. If such failure shall have
occurred for any reason other than
failure by such Offering Agent to
perform its obligations hereunder or
under the Distribution Agreement, the
Company will reimburse such Offering
Agent on an equitable basis for its
reasonable loss of the use of funds
during the period when the funds were
credited to the account of the Company.
Immediately upon receipt of the
Certificated Note in respect of which
the failure occurred, the Trustee will
cancel and dispose of such Certificated
Note in accordance with its customary
procedures, make appropriate entries in
its records to reflect the fact that
such Certificated Note was never issued,
and accordingly notify in the Company
writing.
<PAGE>
SCHEDULE D
Additional Matters to be Included
in Accountants' Comfort Letter Pursuant to
Section 7(a)(iv) of Distribution Agreement
------------------------------------------
PROSPECTUS CAPTION ITEMS
------------------ -----
"Ratio of Earnings to Fixed "Ratio of Earnings to
Charges" Fixed Charges" and
supporting calculations
shown on Exhibit 12.1 to
the Registration
Statement
FORM 10-K OR 10-Q ITEMS
CAPTION -----
-----------------
"REVIEW OF THE FINANCIAL Changes in total
CONDITION AND RESULTS OF operating revenues
OPERATIONS OF PP&L
RESOURCES, INC. AND
PENNSYLVANIA POWER & LIGHT
COMPANY" -- "Operating
Revenues"
(or similar caption)
"REVIEW OF THE FINANCIAL The Company's actual
CONDITION AND RESULTS OF construction expenditures
OPERATIONS OF PP&L during the year ended
RESOURCES, INC. AND [last year ended] and
PENNSYLVANIA POWER & LIGHT [prior year ended]
COMPANY" -- "Capital
Expenditure Requirements"
(or similar caption)
"SELECTED FINANCIAL AND The Company's times
OPERATING DATA OF interest earned before
PENNSYLVANIA POWER & LIGHT income taxes for [last
COMPANY" -- year ended] and [prior
"Financial Ratios" year ended]
(or similar caption)
EXHIBIT 4.3
=================================================================
PP&L CAPITAL FUNDING, INC.,
ISSUER
AND
PP&L RESOURCES, INC.,
GUARANTOR
TO
THE CHASE MANHATTAN BANK,
TRUSTEE
----------
SUPPLEMENTAL INDENTURE NO.
-
DATED AS OF
------------
SUPPLEMENTAL TO THE INDENTURE
DATED AS OF NOVEMBER 1, 1997
ESTABLISHING A SERIES OF SECURITIES DESIGNATED
, SERIES
------------------ -
LIMITED IN AGGREGATE PRINCIPAL AMOUNT TO $
----------
=================================================================
<PAGE>
SUPPLEMENTAL INDENTURE No. , dated as of
--
, among PP&L CAPITAL FUNDING, INC., a corporation
--------------
duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), PP&L RESOURCES, INC., a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the "Guarantor"), and
THE CHASE MANHATTAN 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. being supplemental
--
thereto. The Original Indenture and any and all indentures and
instruments supplemental thereto are hereinafter sometimes
collectively called the "Indenture."
RECITALS OF THE COMPANY AND THE GUARANTOR
The Original Indenture was authorized, executed and
delivered by the Company and the Guarantor to provide for the
issuance by the Company from time to time of its Securities (such
term and all other capitalized terms used herein without
definition having the meanings assigned to them in the Original
Indenture), to be issued in one or more series as contemplated
therein, and for the Guarantee by the Guarantor of the payment of
the principal, premium, if any, and interest, if any, on such
Securities.
As contemplated by Sections 301 and 1201(f) of the
Original Indenture, the Company wishes to establish a series of
Securities to be designated " , Series " to be
------------------ --
limited in aggregate principal amount (except as contemplated in
Section 301(b) of the Original Indenture) to $ , such
-----------
series of Securities to be hereinafter sometimes called "Series
No. ."
--
As contemplated by Section 201 and 1402 of the Original
Indenture, the Guarantor wishes to establish the form and terms
of the Guarantees to be endorsed on the Securities of Series No.
--
The Company has duly authorized the execution and
delivery of this Supplemental Indenture No. to establish the
--
Securities of Series No. and has duly authorized the issuance of
--
such Securities; the Guarantor has duly authorized the execution
and delivery of this Supplemental Indenture No. and has duly
--
authorized its Guarantees of the Securities of Series No. ; and
--
all acts necessary to make this Supplemental Indenture No. a
--
valid agreement of the Company and the Guarantor, to make the
Securities of Series No. valid obligations of the Company, and to
--
make the Guarantees valid obligations of the Guarantor, have been
performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE No.
--
WITNESSETH:
For and in consideration of the premises and of the
purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities of Series No. , as follows:
--
ARTICLE ONE
FIRST SERIES OF SECURITIES
SECTION 1. There is hereby created a series of
Securities designated " , Series " and limited in
--------------- --
aggregate principal amount (except as contemplated in Section
301(b) of the Original Indenture) to $ . The forms
-------------
and terms of the Securities of Series No. shall be established in
--
an Officer's Certificate of the Company, as contemplated by
Section 301 of the Original Indenture.
SECTION 2. The Company hereby agrees that, if the
Company shall make any deposit of money and/or Eligible
Obligations with respect to any Securities of Series No. , or any
--
portion of the principal amount thereof, as contemplated by
Section 701 of the Indenture, the Company shall not deliver an
Officer's Certificate described in clause (z) in the first
paragraph of said Section 701 unless the Company shall also
deliver to the Trustee, together with such Officer's Certificate,
either:
(A) an instrument wherein the Company, notwithstanding
the satisfaction and discharge of its indebtedness in
respect of such Securities, shall assume the obligation
(which shall be absolute and unconditional) to irrevocably
deposit with the Trustee or Paying Agent such additional
sums of money, if any, or additional Eligible Obligations
(meeting the requirements of Section 701), if any, or any
combination thereof, at such time or times, as shall be
necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the
principal of and premium, if any, and interest due and to
become due on such Securities or portions thereof, all in
accordance with and subject to the provisions of said
Section 701; provided, however, that such instrument may
state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to
the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof
(which opinion shall be obtained at the expense of the
Company); or
(B) an Opinion of Counsel to the effect that the
Holders of such Securities, or portions of the principal
amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the
satisfaction and discharge of the Company's indebtedness in
respect thereof and will be subject to United States federal
income tax on the same amounts, at the same times and in the
same manner as if such satisfaction and discharge had not
been effected.
ARTICLE TWO
FORM OF GUARANTEE
Guarantees to be endorsed on the Securities of Series
No. shall be in substantially the form set forth below:
--
[FORM OF GUARANTEE]
PP&L Resources, Inc., a corporation organized
under the laws of the Commonwealth of Pennsylvania (the
"Guarantor", which term includes any successor under
the Indenture (the "Indenture") referred to in the
Security upon which this Guarantee is endorsed), for
value received, hereby unconditionally guarantees to
the Holder of the Security upon which this Guarantee is
endorsed, the due and punctual payment of the principal
of, and premium, if any, and interest, if any, on such
Security when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration
of acceleration, call for redemption, or otherwise, in
accordance with the terms of such Security and of the
Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws
of the State of Delaware (the "Company", which term
includes any successor under the Indenture), punctually
to make any such payment, the Guarantor hereby agrees
to cause such payment to be made punctually when and as
the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment
were made by the Company.
The Guarantor hereby agrees that its
obligations hereunder shall be absolute and
unconditional irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of
such Security or the Indenture, any failure to enforce
the provisions of such Security or the Indenture, or
any waiver, modification or indulgence granted to the
Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which
may otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however,
that notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent
of the Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or
change any redemption provisions thereof (including any
change to increase any premium payable upon redemption
thereof) or change the Stated Maturity thereof.
The Guarantor hereby waives the benefits of
diligence, presentment, demand for payment, any
requirement that the Trustee or the Holder of such
Security exhaust any right or take any action against
the Company or any other Person, filing of claims with
a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first
against the Company, protest or notice with respect to
such Security or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that this
Guarantee will not be discharged in respect of such
Security except by complete performance of the
obligations contained in such Security and in this
Guarantee. This Guarantee shall constitute a guaranty
of payment and not of collection. The Guarantor hereby
agrees that, in the event of a default in payment of
principal, or premium, if any, or interest, if any, on
such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such
Security, subject to the terms and conditions set forth
in the Indenture, directly against the Guarantor to
enforce this Guarantee without first proceeding against
the Company.
The obligations of the Guarantor hereunder
with respect to such Security shall be continuing and
irrevocable until the date upon which the entire
principal of, premium, if any, and interest, if any, on
such Security has been, or has been deemed pursuant to
the provisions of Article Seven of the Indenture to
have been, paid in full or otherwise discharged.
The Guarantor shall be subrogated to all
rights of the Holder of such Security upon which this
Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor on account of such
Security pursuant to the provisions of this Guarantee
or the Indenture; provided, however, that the Guarantor
shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of
subrogation until the principal of, and premium, if
any, and interest, if any, on all Securities issued
under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and
effect and continue notwithstanding any petition filed
by or against the Company for liquidation or
reorganization, the Company becoming insolvent or
making an assignment for the benefit of creditors or a
receiver or trustee being appointed for all or any
significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be
effective or reinstated, as the case may be, if at any
time payment of the Security upon which this Guarantee
is endorsed, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or
returned by the Holder of such Security, whether as a
"voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance
had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or
returned on such Security, such Security shall, to the
fullest extent permitted by law, be reinstated and
deemed paid only by such amount paid and not so
rescinded, reduced, restored or returned.
This Guarantee shall not be valid or
obligatory for any purpose until the certificate of
authentication of the Security upon which this
Guarantee is endorsed shall have been manually executed
by or on behalf of the Trustee under the Indenture.
All terms used in this Guarantee which are
defined in the Indenture shall have the meanings
assigned to them in such Indenture.
This Guarantee shall be deemed to be a
contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused
this Guarantee to be executed as of the date first
written above.
PP&L RESOURCES, INC.
By:
---------------------------
[END OF FORM]
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture No. _ is a
supplement to the Original Indenture. As supplemented by this
Supplemental Indenture No. , the Indenture is in all respects
--
ratified, approved and confirmed, and the Original Indenture and
this Supplemental Indenture No. shall together constitute one and
--
the same instrument.
SECTION 2. The recitals contained in this Supplemental
Indenture No. shall be taken as the statements of the Company
--
to the Guarantor, and the Trustee assumes no responsibility for
their correctness and makes no representations as to the validity
or sufficiency of this Supplemental Indenture No. .
--
SECTION 3. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together
constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. to be duly executed, and their
--
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first written above.
PP&L CAPITAL FUNDING, INC.
By:
---------------------------
Name:
Title:
[SEAL]
ATTEST:
-------------------------
PP&L RESOURCES, INC.
By:
---------------------------
Name:
Title:
[SEAL]
ATTEST:
-------------------------
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------
Name:
[SEAL] Title:
ATTEST:
-------------------------
EXHIBIT 4.4
OFFICERS' CERTIFICATE
(UNDER SECTION 301 OF THE INDENTURE OF
PP&L CAPITAL FUNDING, INC. AND PP&L RESOURCES, INC.)
The undersigned , President of PP&L
--------------
CAPITAL FUNDING, INC. (the "Company"), in accordance with Section
301 of the Indenture, dated as of November 1, 1997, as heretofore
supplemented (the "Indenture", capitalized terms used herein and
not defined herein having the meanings specified in the
Indenture), of the Company and PP&L RESOURCES, INC. (the
"Guarantor"), to The Chase Manhattan Bank, as Trustee (the
"Trustee"), does hereby establish for the series of Securities
established in Supplemental Indenture No. , dated as of
--
(the "Supplemental Indenture"), the following
----------------
terms and characteristics (the lettered clauses set forth below
corresponding to the lettered clauses of Section 301 of the
Indenture), and the undersigned , Treasurer of the
-------------
Guarantor, does hereby approve of such terms and characteristics
on behalf of the Guarantor:
(a) the title of the Securities of such series shall be
" , Series " (the "Notes");
----------------- --
(b) the aggregate principal amount of Notes which may
be authenticated and delivered under the Indenture
shall be limited to $ , except as
-----------
contemplated in Section 301(b) of the Indenture;
(c) interest on the Notes shall be payable to the
Person or Persons in whose names the Notes are
registered at the close of business on the Regular
Record Date for such interest, except as otherwise
expressly provided in the forms, attached hereto and
hereby authorized and approved, of Fixed Rate Note (as
hereinafter defined) and Floating Rate Note (as
hereinafter defined);
(d) the date or dates on which the principal of the
Notes shall be payable shall be determined at the time
of sale of the Notes, or any Tranche thereof, by the
proper officers of the Company pursuant to the
Administrative Procedures (the "Administrative
Procedures") attached as Schedule C to the Distribution
Agreement dated among the Company,
-----------------
the Guarantor,
--------------------------------
and certain other Agents named
-----------------------
therein; provided, however, that in no event shall any
Note have a Stated Maturity that is less than nine
months or more than 40 years;
(e) the Notes, or any Tranche thereof, may bear
interest at a fixed rate (any such Note being
hereinafter called a "Fixed Rate Note") [or at a
floating rate (any such Note being hereinafter called a
"Floating Rate note"), in each case] as determined by
the proper officers of the Company as follows (it being
understood that rates may vary among individual Notes,
but that, unless and until Board Resolutions of the
Guarantor and the Company shall otherwise provide, the
interest rate on any Fixed Rate Note shall not exceed
[ %] per annum, [and each Floating Rate Note shall
------
bear interest at a rate or rates related to an
ascertainable market-based rate)]: there shall be
determined by the proper officers of the Company and
communicated to the Trustee by Company Order, or by the
proper officers of the Company pursuant to the
Administrative Procedures, at the time of sale of the
Notes or any Tranche thereof, (1) in the case of Fixed
Rate Notes, the interest rate or rates, and (2) [in the
case of Floating Rate Notes, whether such Note is a
Regular Floating Rate Note, an Inverse Floating Rate
Note, or a Floating Rate/Fixed Rate Note, the Initial
Interest Rate, the Interest Rate Basis (which shall be
the CMT Rate, the Commercial Paper Rate, the Prime
Rate, LIBOR, the Federal Funds Rate, the Treasury Rate
or any other Interest Rate Basis determined at the time
of sale of the Notes or Tranche thereof), the Maximum
Interest Rate, if any, the Minimum Interest Rate, if
any, the Interest Reset Period, the Interest Reset
Dates, the Index Maturity, the Spread, if any, the
Spread Multiplier, if any, if such Note is a LIBOR
Note, the Designated LIBOR Page, any other terms
relating to the determination of the interest rates on
the Floating Rate Notes, and, if applicable, any Fixed
Interest Rate Commencement Date and Fixed Interest Rate
(each of such terms being referred to in the form of
Floating Rate Note attached hereto)]; interest shall
accrue on any Note from the Original Issue Date
specified in such Note or the most recent Interest
Payment Date to which interest has been paid or duly
provided for; the Interest Payments Dates for the Fixed
Rate Notes shall be and , and the
----------- ---------
Regular Record Dates with respect to such Interest
Payment Dates shall be and ,
---------- ------------
respectively (whether or not a Business Day) or shall
be, in each case, such dates as shall be determined by
the proper officers of the Company and communicated to
the Trustee by Company Order, or determined by the
proper officers of the Company pursuant to the
Administrative Procedures; [the Interest Payment Dates
on Floating Rate Notes shall be determined at the time
of sale of the Notes or Tranche thereof by the proper
officers of the Company and communicated to the Trustee
by Company Order, or determined by the proper officers
of the Company pursuant to the Administrative
Procedures, and the Regular Record Date with respect to
each such Interest Payment Date shall be the fifteenth
calendar day immediately preceding such Interest
Payment Date (whether or not a Business Day); and
interest on Floating Rate Notes which employ the CMT
Rate or the Treasury Rate as the Interest Rate Basis
shall be computed on the basis of the actual number of
days in the year];
(f) the Corporate Trust Office of the Trustee in New
York, New York shall be the office or agency of the
Company at which the principal of and premium, if any,
and interest, on the Notes shall be payable, at which
registration of transfer and exchange of Notes may be
effected and at which notices and demands to or upon
the Company or the Guarantor in respect of the Notes or
any Tranche thereof and the Indenture may be served;
provided, however, that the Company and the Guarantor
each reserve the right to change, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, any such office or agency; and provided,
further, that the Company and the Guarantor each
reserve the right to designate, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, its principal office in Allentown,
Pennsylvania or the office of the Guarantor or the
Guarantor's subsidiary, PP&L, Inc. in Allentown,
Pennsylvania, as any such office or agency; the Trustee
shall be the Security Registrar and Paying Agent for
the Notes; provided, that the Company and the Guarantor
reserve the right, by one or more Officer's
Certificates supplemental to this Officer's
Certificate, to designate any additional Security
Registrar or Paying Agent (which in each case, may be
the Company, the Guarantor or any Affiliate of either
of them) and to remove any Security Registrar or Paying
Agent;
(g) the Notes, or any Tranche thereof, shall be
redeemable, in whole or in part, at the option of the
Company as and to the extent so determined at the time
of sale of the Notes or any Tranche thereof by the
proper officers of the Company and communicated to the
Trustee by Company Order, or determined by the proper
officers of the Company pursuant to the Administrative
Procedures;
(h) the obligation, if any, of the Company to redeem
or purchase or repay the Notes or any Tranche thereof
pursuant to any sinking fund or other mandatory
redemption provisions or at the option of a Holder
thereof and the period or periods within which or the
date or dates on which, the price or prices at which
and the terms and conditions upon which, such Notes or
Tranche thereof shall be redeemed or purchased or
repaid, in whole or in part, pursuant to such
obligations shall be determined at the time of sale of
the Notes or any Tranche thereof, by the proper
officers of the Company and communicated to the Trustee
by Company Order, or determined by the proper officers
of the Company pursuant to the Administrative
Procedures; and no notice of redemption as contemplated
by Section 404 of the Indenture shall be required in
the case of any mandatory redemption or repayment at
the option of the Holder; in connection with any
repayment at the option of the Holder, the Company will
comply with the applicable requirements, if any, of
Section 14(e) of the Exchange Act and the rules of the
Commission promulgated thereunder, and any other
securities laws or regulations in connection with any
such repayment;
(i) the Notes shall be issued in denominations of
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000 or in such other
denominations as shall be determined at the time of
sale of the Notes or any Tranche thereof by the proper
officers of the Company and communicated to the Trustee
by Company Order, or determined by the proper officers
of the Company pursuant to the Administrative
Procedures;
(j) [not applicable];
(k) [not applicable];
(l) [not applicable];
(m) see clause (e) with respect to the interest rate
or rates on Floating Rate Notes;
(n) [not applicable]; provided, however, that the
Company reserves the right to provide by one or more
Officer's Certificates supplemental to this Officer's
Certificate for the issuance of Discount Securities and
the terms thereof as contemplated by Section 301(n) of
the Indenture;
(o) [not applicable]; provided, however, that the
Company reserves the right to make, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, any additional covenants of the Company
for the benefit of the Holders of the Notes or any
Tranche thereof, or any additional Events of Default
with respect to all or any series of Securities
Outstanding;
(p) [not applicable];
(q) the only obligations or instruments which shall be
considered Eligible Obligations in respect of the Notes
shall be Government Obligations; and the provisions of
Section 701 of the Indenture and Section 2 of the
Supplemental Indenture shall apply to the Notes;
(r) [the Notes, or any Tranche thereof, may be issued
in global form (the "Global Notes") and the depository
for the Global Notes shall initially be The Depository
Trust Company ("DTC"); provided, that the Company
reserves the right to provide for another depository,
registered as a clearing agency under the Exchange Act,
to act as depository for the Global Notes (DTC and any
such successor depository, the "Depository");
beneficial interests in Notes issued in global form may
not be exchanged in whole or in part for individual
certificated Notes in definitive form, and no transfer
of a Global Note in whole or in part may be registered
in the name of any Person other than the Depository or
its nominee except that (i) if the Depository (A) has
notified the Company that it is unwilling or unable to
continue as depository for the Global Notes or (B) has
ceased to be a clearing agency registered under the
Exchange Act and, in either case, a successor
depository is not appointed by the Company within 90
days after such notice or cessation, or (ii) the
Company elects to discontinue use of the system of
book-entry transfers through the Depository and elects
not to appoint a successor depository for such Global
notes, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and
delivery of definitive Notes, will authenticate and
deliver Notes in definitive certificated form in an
aggregate principal amount equal to the principal
amount of the Global Note representing such Notes in
exchange for such Global Note, such definitive Notes to
be registered in the names provided by the Depository;
each Global Note (i) shall represent and shall be
denominated in an amount equal to the aggregate
principal amount of the outstanding Notes to be
represented by such Global Note, (ii) shall be
registered in the name of the Depository or its
nominee, (iii) shall be delivered by the Trustee to the
Depository, its nominee, any custodian for the
Depository or otherwise pursuant to the Depository's
instruction and (iv) shall bear a legend restricting
the transfer of such Global Note to any person other
than the Depository or its nominee; none of the
Company, the Trustee, any Paying Agent or any
Authenticating Agent will have any responsibility or
liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership
interests in a Global Note or for maintaining,
supervising or reviewing any records relating to such
beneficial ownership interests];
(s) [not applicable];
(t) reference is made to clause (r) above; no service
charge shall be made for the registration of transfer
or exchange of Notes; provided, however, that the
Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection with the exchange or transfer;
(u) in lieu of Section 113 of the Indenture, the
following provisions shall apply: in the case of any
Fixed Rate Note, if any Interest Payment Date,
Redemption Date or other Stated Maturity (as specified
in such Fixed Rate Note) shall not be a Business Day
(as defined in the form of Fixed Rate Note attached
hereto), payment of amounts due thereon on such date
may be made on the next succeeding Business Day (as
defined in the form of Fixed Rate Note attached
hereto), and, if such payment is made or duly provided
for on such next succeeding Business Day, no interest
shall accrue on such amounts for the period from and
after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such Business
Day; [in the case of any Floating Rate Note, (a) if any
Interest Payment Date (as specified in such Floating
Rate Note), other than the Maturity, would otherwise be
a day that is not a Business Day (as defined in the
Form of Floating Rate Note attached hereto), such
Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day
falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding
Business Day, and (b) if the Maturity falls on a day
that is not a Business Day, payment of the amounts due
thereon on such date may be made on the next succeeding
Business Day as if made on the date such payment was
due and no interest shall accrue on such amount due for
the period from and after the Maturity to the date of
such payment on the next succeeding Business Day];
(v) the Notes shall be entitled to the benefits of
Article Fourteen of the Indenture and the Guarantees to
be endorsed on the Notes shall be substantially in the
form established in the Supplemental Indenture;
(w) the Notes shall be substantially in the forms of
Fixed Rate Note and Floating Rate Note attached hereto
and hereby authorized and approved and shall have such
further terms as are set forth in such forms.
<PAGE>
IN WITNESS WHEREOF, we have hereunto signed our names
this th day of .
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----------------------------------
Name:
Title:
----------------------------------
Name:
Title:
<PAGE>
FORM OF FIXED RATE NOTE
(SEE LEGEND AT THE END OF THIS SECURITY FOR RESTRICTIONS
ON TRANSFER AND CHANGE OF FORM)
PP&L CAPITAL FUNDING, INC.
, SERIES
---------------- --
Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PP&L RESOURCES, INC.
Original Issue Date: Redeemable: Yes No
-- --
Stated Maturity: Initial Redemption Date:
Interest Rate: Initial Redemption Price:
Interest Payment Dates: Annual Redemption Percentage
Reduction: %
Issue Price (%): Repayable at Option of the
Holder: Yes No
-- --
Regular Record Dates: Option Repayment Date(s):
Repayment Price: 100%
This Security is not a Discount Security within
the meaning of the within-mentioned Indenture
-----------------------------------------------
Principal Amount No.
$ CUSIP
PP&L CAPITAL FUNDING, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Company," which term includes any successor under the
Indenture referred to below), for value received, hereby promises
to pay to , or registered assigns,
the principal sum of
DOLLARS on
the Stated Maturity specified above, and to pay interest thereon
from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on the Interest
Payment Dates specified above in each year, commencing with the
Interest Payment Date next succeeding the Original Issue Date
specified above, and at Maturity, at the Interest Rate per annum
specified above, until the principal hereof is paid or duly
provided for. The interest so payable, and paid or duly provided
for, on any Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date specified above (whether or
not a Business Day) next preceding such Interest Payment Date;
provided, that if the Original Issue Date of this Security is
after a Regular Record Date and before the corresponding Interest
Payment Date, interest so payable for the period from and
including the Original Issue Date to but excluding such Interest
Payment Date shall be paid on the next succeeding Interest
Payment Date to the Holder hereof on the related Regular Record
Date; and provided, further, that interest payable at Maturity
shall be paid to the Person to whom principal shall be paid.
Except as otherwise provided in said Indenture, any such interest
not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Interest on this
Security shall be computed on the basis of a 360-day year
consisting of twelve 30-day months, and with respect to any
period less than a full calendar month, on the basis of actual
days elapsed during such period.
Payment of the principal of and premium, if any, on this
Security and interest hereon at Maturity shall be made upon
presentation of this Security at the corporate trust office of
The Chase Manhattan Bank in New York, New York or at such other
office or agency as may be designated for such purpose by the
Company from time to time. Payment of interest, if any, on this
Security (other than interest at Maturity) shall be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, except that (a) if
such Person shall be a securities depositary, such payment may be
made by such other means in lieu of check as shall be agreed upon
by the Company, the Trustee or other Paying Agent and such Person
and (b) if such Person is a Holder of $10,000,000 or more in
aggregate principal amount of Securities of this series such
payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person
entitled thereto as set forth herein in time for the Paying Agent
to make such payments in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York not less than
fifteen calendar days prior to the applicable payment date and,
unless revoked by written notice to the Trustee received on or
prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest
payments at Maturity) with respect to this Security payable to
such Holder. Payment of the principal of and premium, if any,
and interest, if any, on this Security, as aforesaid, shall be
made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of November 1, 1997 (such Indenture as originally
executed and delivered and as supplemented or amended from time
to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein
called the "Indenture"), among the Company, PP&L Resources, Inc.,
as Guarantor (herein called the "Guarantor," which term includes
any successor under the Indenture) and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a description of the respective rights, limitations of rights,
duties and immunities of the Company, the Guarantor, the Trustee
and the Holders of the Securities thereunder and of the terms and
conditions upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the
Indenture. This Security is one of the series designated above.
If any Interest Payment Date, any Redemption Date or the
Stated Maturity shall not be a Business Day (as hereinafter
defined), payment of the amounts due on this Security on such
date may be made on the next succeeding Business Day, and, if
such payment is made or duly provided for on such next succeeding
Business Day, no interest shall accrue on such amounts for the
period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to such Business Day.
If, as specified above, this Security is redeemable, this
Security is subject to redemption at any time on or after the
Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the
applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the
twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Annual Redemption Percentage
Reduction specified above until such redemption price is 100% of
the principal amount of this Security to be redeemed.
[Insert provisions, if any, for redemption pursuant to a
sinking fund or other mandatory redemption provisions.]
Notice of redemption (other than at the option of the
Holder) shall be given by mail to Holders of Securities, not less
than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the
Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional
upon the receipt by the Trustee of money sufficient to pay the
principal of and premium, if any, and interest, if any, on this
Security on or prior to the date fixed for such redemption; a
notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor,
representing the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If this Security is specified on the face hereof to be
repayable at the Option of the Holder, this Security will be so
repaid in whole or in part in increments of $1,000, provided that
the remaining principal amount of any Security surrendered for
partial repayment shall be at least $1,000, on any Option
Repayment Date (as stated on the face hereof), at the option of
the Holder, at 100% of the principal amount to be repaid, plus
accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Security to be
repaid, the Company must receive at the applicable address of the
Trustee set forth below, or at such other place or places of
which the Company shall from time to time notify the Holder of
this Security, on or before the thirtieth, but not earlier than
the sixtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date,
either (i) this Security, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address, and
telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security
to be repaid, (c) a statement that the option to elect repayment
is being exercised thereby, and (d) a guarantee stating that the
Trustee on behalf of the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Any such
election shall be irrevocable. The address to which such
deliveries are to be made is The Chase Manhattan Bank, Attention:
Corporate Trustee Administration Department, 450 West 33rd
Street, New York, New York 10001 (or, at such other places as
the Company shall notify the Holders of the Securities). All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and
binding.
If an Event of Default with respect to the Securities of
this series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the
consent of any Holders of Securities. The Indenture also
contains provisions permitting the Holders of a majority in
principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin
or currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Security or any
portion of the principal amount hereof will be deemed to have
been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the
Company's entire indebtedness in respect thereof will be
satisfied and discharged, if there has been irrevocably deposited
with the Trustee or any Paying Agent (other than the Company), in
trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when
due, without any regard to reinvestment thereof, will provide
moneys which, together with moneys so deposited, will be
sufficient to pay when due the principal of and premium, if any,
and interest, if any, on this Security when due.
The Indenture contains terms, provisions and conditions
relating to the consolidation or merger of the Company or the
Guarantor with or into, and the conveyance or other transfer, or
lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations
of the Company or the Guarantor under the Indenture and on the
Securities (or the Guarantees endorsed thereon, as the case may
be) and to the release and discharge of the Company or the
Guarantor, as the case may be, in certain circumstances, from
such obligations.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, and in denominations of
$1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series and Tranche, of
any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the
Security or Securities to be exchanged at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time.
The Company shall not be required to execute and the
Security Registrar shall not be required to register the transfer
of or exchange of (a) Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes (subject to Sections 305 and 307 of the Indenture),
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking
institutions or trust companies are generally authorized or
required by law, regulation or executive order to close in The
City of New York or other city in which is located any Paying
Agent for the Securities of this series. All other terms used in
this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, any Guarantees or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by,
any incorporator, stockholder, officer or director, as such,
past, present or future of the Company or the Guarantor or of any
predecessor or successor of either of them (either directly or
through the Company or the Guarantor, as the case may be, or a
predecessor or successor of either of them), whether by virtue of
any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and this
Security and the Guarantee endorsed hereon are solely corporate
obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the
issuance of this Security and such Guarantee.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual
signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
PP&L CAPITAL FUNDING, INC.
[SEAL] By:
--------------------------
[Title]
Attested:
By:
--------------------------
[Title]
GUARANTEE
PP&L Resources, Inc., a corporation organized under the
laws of the Commonwealth of Pennsylvania (the "Guarantor",
which term includes any successor under the Indenture (the
"Indenture"), referred to in the Security upon which this
Guarantee is endorsed), for value received, hereby
unconditionally guarantees to the Holder of the Security
upon which this Guarantee is endorsed, the due and punctual
payment of the principal of, and premium, if any, and
interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and
of the Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company," which term includes any
successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment
to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective
of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or the Indenture, any
failure to enforce the provisions of such Security or the
Indenture, or any waiver, modification or indulgence granted
to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security, or increase
the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any
premium payable upon redemption thereof) or change the
Stated Maturity thereof.
The Guarantor hereby waives the benefits of diligence,
presentment, demand for payment, any requirement that the
Trustee or the Holder of such Security exhaust any right or
take any action against the Company or any other Person,
filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to
such Security or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will
not be discharged in respect of such Security except by
complete performance of the obligations contained in such
Security and in this Guarantee. This Guarantee shall
constitute a guaranty of payment and not of collection. The
Guarantor hereby agrees that, in the event of a default in
payment of principal, or premium, if any, or interest, if
any, on such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security,
subject to the terms and conditions set forth in the
Indenture, directly against the Guarantor to enforce this
Guarantee without first proceeding against the Company.
The obligations of the Guarantor hereunder with respect
to such Security shall be continuing and irrevocable until
the date upon which the entire principal of, premium, if
any, and interest on such Security has been, or has been
deemed pursuant to the provisions of Article Seven of the
Indenture to have been, paid in full or otherwise
discharged.
The Guarantor shall be subrogated to all rights of the
Holder of such Security upon which this Guarantee is
endorsed against the Company in respect of any amounts paid
by the Guarantor on account of such Security pursuant to the
provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce
or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities
issued under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and effect
and continue notwithstanding any petition filed by or
against the Company for liquidation or reorganization, the
Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being
appointed for all or any significant part of the Company's
assets, and shall, to the fullest extent permitted by law,
continue to be effective or reinstated, as the case may be,
if at any time payment of the Security upon which this
Guarantee is endorsed, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether
as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such
Security, such Security shall, to the fullest extent
permitted by law, be reinstated and deemed paid only by such
amount paid and not so rescinded, reduced, restored or
returned.
This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of the
Security upon which this Guarantee is endorsed shall have
been manually executed by or on behalf of the Trustee under
the Indenture.
All terms used in this Guarantee which are defined in
such Indenture shall have the meanings assigned to them in
such Indenture.
This Guarantee shall be deemed to be a contract made
under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this
Guarantee to be executed as of the date first written above.
PP&L RESOURCES, INC.
By:
---------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: THE CHASE MANHATTAN BANK
----------------------- AS TRUSTEE
By:
---------------------------
Authorized Officer
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS
SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED
IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (a)
THE DEPOSITARY (i) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING
OR UNABLE TO CONTINUE AS DEPOSITARY OR (ii) HAS CEASED TO BE A
CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND, IN
EITHER CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS, OR (b) THE COMPANY ELECTS TO ISSUE
CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO
THE COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY) OF ALL SECURITIES OF THE SERIES DESIGNATED ABOVE.
------------------
<PAGE>
OPTION TO ELECT REPAYMENT
[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS]
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or type name and address of the undersigned)
For this Security to be repaid the Company must receive at the
Corporate Trust Office of the Trustee in The City of New York or
at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or
before the thirtieth, but not earlier than the sixtieth, calendar
day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security,
with this "Option to Elect Repayment" form duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address, and telephone number of the Holder of the
Security, (b) the principal amount of the Security and the amount
of the Security to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby, and (d) a guarantee
stating that the Security to be repaid with this form duly
completed will be received by the Trustee on behalf of the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission, or letter (and such
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Exercise of
the repayment option by the Holder shall be irrevocable.
If less than the entire principal amount of the within Security
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000) which the Holder elects to have
repaid: ;
---------------------------------------------------------
and specify the denomination or denominations (which shall be
$1,000 or an integral multiple thereof) of the Security or
Securities to be issued to the Holder for the portion of the
within Security or Securities to be issued to the Holder for the
portion of the within Security not being repaid (in the absence
of any specification, one such Security will be issued for the
portion not being repaid):
Date:
------------------------------------- --------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the Security in every partic-
ular without alteration or enlargement
or any other change whatsoever.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
[please insert social security or other identifying number
of assignee]
-----------------------------------------------------------------
[please print or typewrite name and address of assignee]
-----------------------------------------------------------------
the within Security of PP&L CAPITAL FUNDING, INC. and does hereby
irrevocably constitute and appoint ,
------------------------------
Attorney, to transfer said Security on the books of the
within-mentioned Company, with full power of substitution in the
premises.
Dated:
---------------
------------------------------
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Security in every
particular without alteration or enlargement or any change
whatsoever.
<PAGE>
FORM OF FLOATING RATE NOTE
(SEE LEGEND AT THE END OF THIS SECURITY FOR RESTRICTIONS
ON TRANSFER AND CHANGE OF FORM)
PP&L CAPITAL FUNDING, INC.
, SERIES
---------------- --
Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PP&L RESOURCES, INC.
Original Issue Date: Interest Payment Dates:
Stated Maturity: Regular Record Dates:
Issue Price (%): Initial Interest Reset Date:
Designation: Interest Reset Dates:
-- Regular Floating Rate Note: Interest Reset Period:
-- Floating Rate/Fixed Rate Note: Index Maturity:
Fixed Rate Commencement Date: Spread (expressed in
Fixed Interest Rate: basis points): +/-
-- Inverse Floating Rate Note: Calculation Agent:
Fixed Interest Rate: Day Count Convention:
Initial Interest Rate: -- Actual/360 for the period from
Interest Rate Basis: to
-- CMT Rate: --------------- --------------
Designated CMT Maturity Index: -- Actual/Actual for the period from
Designated CMT Telerate Page: to
-- Commercial Paper Rate: --------------- --------------
-- Federal Funds Rate: --30/360 for the period from
-- LIBOR: to
Designated LIBOR Page: --------------- --------------
LIBOR Reuters Spread Multiplier:
-- Redeemable: Yes No
LIBOR Telerate -- --
-- Initial Redemption Date:
-- Prime Rate: Initial Redemption Price:
-- Treasury Rate: Annual Redemption Percentage
Two or More Interest Rate Bases: Reduction:
Yes No Repayable at Option of the Holder:
-- -- Yes No
Specify calculation of -- --
interest factor: Option Repayment Dates(s):
Maximum Interest Rate: Repayment Price: 100%
Minimum Interest Rate: Other/Additional Provisions:
Interest Payment Period:
This Security is not a Discount Security within
the meaning of the within-mentioned Indenture
-----------------------------------------------
Principal Amount No.
$ CUSIP
PP&L CAPITAL FUNDING, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity specified above, and to pay interest
thereon from the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid
or duly provided for, monthly, quarterly, semi-annually or
annually, as specified above for the Interest Payment Period, in
arrears on the Interest Payment Dates specified above in each
year, commencing with the Interest Payment Date next succeeding
the Original Issue Date specified above, and at Maturity, until
the principal hereof is paid or duly provided for. Except as
otherwise provided herein, the rate of interest to be so paid
shall be the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a
rate determined, in accordance with the provisions for
determination of interest rates below, by reference to the
Interest Rate Basis or Bases specified above, plus or minus the
Spread, if any, specified above and/or multiplied by the Spread
Multiplier, if any, specified above. The interest so payable,
and paid or duly provided for, on any Interest Payment Date
shall, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date
specified above (whether or not a Business Day) next preceding
such Interest Payment Date. Notwithstanding the foregoing,
(a) if the Original Issue Date of this Security is after a
Regular Record Date and before the corresponding Interest Payment
Date, interest so payable for the period from and including the
Original Issue Date to but excluding such Interest Payment Date
shall be paid on the next succeeding Interest Payment Date to the
Holder hereof on the related Regular Record Date, and
(b) interest payable at Maturity shall be paid to the Person to
whom principal shall be paid. Except as otherwise provided in
said Indenture, any such interest not so paid or duly provided
for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of and premium, if any, on this
Security and interest hereon at Maturity shall be made upon
presentation of this Security at the corporate trust office of
The Chase Manhattan Bank in New York, New York or at such other
office or agency as may be designated for such purpose by the
Company from time to time. Payment of interest, if any, on this
Security (other than interest at Maturity) shall be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, except that (a) if
such Person shall be a securities depositary, such payment may be
made by such other means in lieu of check as shall be agreed upon
by the Company, the Trustee or other Paying Agent and such Person
and (b) if such Person is a Holder of $10,000,000 or more in
aggregate principal amount of Securities of this series such
payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person
entitled thereto as set forth herein in time for the Paying Agent
to make such payments in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York not less than
fifteen calendar days prior to the applicable payment date and,
unless revoked by written notice to the Trustee received on or
prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest
payments at Maturity) with respect to this Security payable to
such Holder. Payment of the principal of and premium, if any,
and interest, if any, on this Security, as aforesaid, shall be
made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of November 1, 1997 (such Indenture as originally
executed and delivered and as supplemented or amended from time
to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein
called the "Indenture"), among the Company, PP&L Resources, Inc.,
as Guarantor (herein called the Guarantor," which term includes
any successor under the Indenture) and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a description of the respective rights, limitations of rights,
duties and immunities of the Company, the Guarantor, the Trustee
and the Holders of the Securities thereunder and of the terms and
conditions upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the
Indenture. This Security is one of the series designated above.
The interest rate applicable to this Security will be
determined as follows:
If this Security is designated as a "Regular Floating
Rate Note," then except as described below, this Security
will bear interest at the rate determined by reference to
the applicable Interest Rate Basis or Bases specified above
(a) plus or minus the applicable Spread, if any, specified
above and/or (b) multiplied by the applicable Spread
Multiplier, if any, specified above. Commencing on the
Initial Interest Reset Date, the rate at which interest on
such Regular Floating Rate Note shall be payable shall be
reset as of each Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any,
from the Original Issue Date specified above to the Initial
Interest Reset Date will be the Initial Interest Rate.
If this Security is designated as a "Floating
Rate/Fixed Rate Note," then, except as described below, this
Security will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the applicable Spread, if any, specified above
and/or (b) multiplied by the applicable Spread Multiplier,
if any, specified above. Commencing on the Initial Interest
Reset Date, the rate at which interest on such Floating
Rate/Fixed Rate Note shall be payable shall be reset as of
each Interest Reset Date; provided, however, that (y) the
interest rate in effect for the period, if any, from the
Original Issue Date specified above to the Initial Interest
Reset Date will be the Initial Interest Rate and (z) the
interest rate in effect for the period commencing on the
Fixed Rate Commencement Date to Maturity shall be the Fixed
Interest Rate, if any, specified above or, if no such Fixed
Interest Rate is specified, the interest rate in effect
thereon on the day immediately preceding the Fixed Rate
Commencement Date.
If this Security is designated as an "Inverse Floating
Rate Note," then, except as described below, this Security
will bear interest at the Fixed Interest Rate specified
above minus the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus
the applicable Spread, if any, specified above and/or (b)
multiplied by the applicable Spread Multiplier, if any,
specified above; provided, however, that, the interest rate
thereon will not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on
such Inverse Floating Rate Note shall be payable shall be
reset as of each Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any,
from the Original Issue Date specified above to the Initial
Interest Reset Date shall be the Initial Interest Rate.
Commencing with the Initial Interest Reset Date specified
above and thereafter upon each succeeding Interest Reset Date
specified above, the rate at which interest on this Security is
payable shall be reset daily, weekly, monthly, quarterly, semi-
annually or annually as specified above as the "Interest Reset
Period." Unless otherwise specified above, the Interest Reset
Dates shall be: if the interest rate on this Security resets
daily, each Business Day; if the interest rate on this Security
(unless the Interest Rate Basis is the Treasury Rate) resets
weekly, Wednesday of each week; if the Interest Rate Basis
specified above is the Treasury Rate and resets weekly, Tuesday
of each week (except as provided below under "Determination of
Treasury Rate"); if the interest rate on this Security resets
monthly, the third Wednesday of each month; if the interest rate
on this Security resets quarterly, the third Wednesday of March,
June, September and December of each year; if the interest rate
on this Security resets semi-annually, the third Wednesday of the
two months of each year specified above; and if the interest rate
on this Security rests annually, the third Wednesday of the month
of each year specified above; provided, however, that, if this
-------- -------
Security is a Floating Rate/Fixed Rate Note, the rate of interest
hereon will not reset after the applicable Fixed Rate
Commencement Date. If an Interest Reset Date for this Security
would otherwise be a day that is not a Business Day (as
hereinafter defined), such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that, if the Interest
Rate Basis specified above is LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
The interest rate applicable to each Interest Reset Period
commencing on the related Interest Reset Date will be the rate
determined by the Calculation Agent (as defined below) as of the
applicable Interest Determination Date and calculated on or prior
to the Calculation Date (as hereinafter defined), except with
respect to LIBOR, which will be calculated on such Interest
Determination Date. The "Interest Determination Date" with
respect to the CMT Rate, the Commercial Paper Rate, the Federal
Funds Rate and the Prime Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; and the
"Interest Determination Date" with respect to LIBOR will be the
second London Business Day immediately preceding the applicable
Interest Reset Date. With respect to the Treasury Rate, the
"Interest Determination Date" will be the day in the week in
which the applicable Interest Reset Date falls on which day
Treasury Bills (as hereinafter defined) are normally auctioned
(Treasury Bills are normally sold at an auction held on Monday of
each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that
such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest
Determination Date" will be such preceding Friday; provided,
further, that if the Interest Determination Date would otherwise
fall on an Interest Reset Date, then such Interest Reset Date
will be postponed to the next succeeding Business Day. If the
interest rate on this Security is determined by reference to two
or more Interest Rate Bases, the "Interest Determination Date"
will be the most recent Business Day which is at least two
Business Days prior to the applicable Interest Reset Date for
this Security on which each Interest Rate Basis is determinable.
Each Interest Rate Basis will be determined as of such date, and
the applicable interest rate will take effect on the applicable
Interest Reset Date.
Anything herein to the contrary notwithstanding, the
interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by
applicable law.
Except as otherwise provided herein, interest will be
payable, if the interest rate on this Security resets daily,
weekly or monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each
year, as specified above; if the interest rate on this Security
resets quarterly, on the third Wednesday of March, June,
September and December of each year; if the interest rate on this
Security resets semi-annually, on the third Wednesday of the two
months of each year specified above; and if the interest rate on
this Security resets annually, on the third Wednesday of the
month of each year specified above (each such day being an
"Interest Payment Date"), and, in each case, on Maturity.
If any Interest Payment Date, other than the Maturity, would
otherwise be a day that is not a Business Day, such Interest
Payment Date will be postponed to the next succeeding Business
Day, except that if LIBOR is an applicable Interest Rate Basis
and such Business Day falls in the next succeeding calendar
month, such Interest Payment Date will be the immediately
preceding Business Day. If the Maturity of this Security falls
on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest may be made on the next
succeeding Business Day as if made on the date such payment was
due, and no interest will accrue on such payment for the period
from and after the Maturity to the date of such payment on the
next succeeding Business Day.
Interest payments on this Security shall be in the amount of
interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid
or made available for payment (or from and including the Original
Issue Date if no interest has been paid or made available for
payment) to but excluding the applicable Interest Payment Date or
the Maturity, as the case may be.
Accrued interest on this Security shall be calculated by
multiplying the principal amount of this Security by an accrued
interest factor. Such accrued interest factor shall be computed
by adding the interest factor calculated for each day in the
applicable period for which accrued interest is being calculated.
Unless otherwise specified above, the interest factor for each
such day shall be computed by dividing the interest rate
applicable to such day by 360 if the Interest Rate Basis is the
Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
Rate, as specified above, or by the actual number of days in the
year if the Interest Rate Basis is the CMT Rate or the Treasury
Rate, as indicated above. If the interest rate applicable to
this Security is calculated with reference to two or more
Interest Rate Bases, the interest factor for this Security will
be calculated in the manner specified above.
All percentages resulting from any calculation of the rate
of interest hereon shall be rounded to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all amounts used
in or resulting from such calculation hereon will be rounded to
the nearest cent (with one-half cent being rounded upwards).
The Company has appointed the Calculation Agent specified
above to calculate the interest rates on this Security. Upon the
request of the Holder of this Security, the Calculation Agent
will disclose the interest rate then in effect, and, if
determined, the interest rate that will become effective as a
result of a determination made for the next succeeding Interest
Reset Date with respect to this Security. Unless otherwise
specified herein, the "Calculation Date," if applicable,
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
Subject to applicable provisions of law and except as
specified herein, the Calculation Agent shall determine the rate
of interest in accordance with the provisions under the
applicable heading below. All determinations of interest rates
by the Calculation Agent shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder hereof.
DETERMINATION OF CMT RATE
If the Interest Rate Basis specified above is the CMT Rate,
this Security shall bear interest for each Interest Reset Period
at an interest rate calculated with reference to the CMT Rate,
determined as set forth below, and the Spread or Spread
Multiplier, if any, specified above.
The CMT Rate for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "CMT Rate Interest Determination Date") and
shall be the rate displayed on the Designated CMT Telerate Page
(as defined below) under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the weekly or monthly average, as specified above, for
the week or the month, as applicable, ended immediately preceding
the week or the month, as applicable, in which the related CMT
Rate Interest Determination Date falls. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date will
be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in H.15(519). If such rate is no
longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect
to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date reported, according to their written
records, by three leading primary United States government
securities dealers in The City of New York (each, a "Reference
Dealer) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of
the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on such CMT Rate Interest Determination Date
of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offered
rates obtained and neither the highest nor the lowest of such
quotations will be eliminated; provided, however, that if fewer
than three Reference Dealers so selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of
such CMT Rate Interest Determination Date will be the CMT Rate in
effect on such CMT Rate Interest Determination Date, or if no
such CMT Rate is then in effect, the interest rate on this
Security will be the Initial Interest Rate. If two Treasury
Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service (or any successor service) on the page
specified above (or any other page as may replace such page on
such service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified above, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified above with respect to which the CMT
Rate will be calculated or, if no such maturity is specified
above, 2 years.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified above is the Commercial
Paper Rate, this Security shall bear interest for each Interest
Reset Period at an interest rate calculated with reference to the
Commercial Paper Rate, determined as set forth below, and the
Spread or Spread Multiplier, if any, specified above.
The Commercial Paper Rate for each Interest Reset Period
shall be determined by the Calculation Agent with respect to any
Interest Determination Date (a "Commercial Paper Rate Interest
Determination Date") and shall be the Money Market Yield (as
defined herein) on such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified above as published in H.15(519) (as
hereinafter defined) under the heading "Commercial Paper-
Nonfinancial," or if such rate is not so published prior to 3:00
P.M., New York City time, on the related Calculation Date, the
Money Market Yield as of such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified above as published in Composite
Quotations (as hereinafter defined) under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90
days, respectively) or (b) if neither of such rates is published
by 11:00 P.M., New York City time, on the related Calculation
Date, the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 a.m., New York City time, on
such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the
Index Maturity specified above placed for an industrial issuer
whose bond rating is "Aa," or the equivalent, from a nationally
recognized statistical rating organization; provided, however,
that if the dealers selected as aforesaid are not quoting rates
as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest
Determination Date will be the Commercial Paper Rate in effect on
such Commercial Paper Rate Interest Determination Date, or if no
such Commercial Paper Rate is then in effect, the interest rate
on this Security shall be the Initial Interest Rate.
"Money Market Yield" means a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal,
and "M" refers to the actual number of days in the Interest Reset
Period specified above.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified above is the Federal
Funds Rate, this Security shall bear interest for each Interest
Reset Period at an interest rate calculated with reference to the
Federal Funds Rate, determined as set forth below, and the Spread
or Spread Multiplier, if any, specified above.
The Federal Funds Rate for each Interest Reset Period shall
be determined by the Calculation Agent with respect to any
Interest Determination Date (a "Federal Funds Rate Interest
Determination Date") and shall be the rate on such Federal Funds
Interest Determination Date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal
Funds Rate Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If
such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates
for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation
Agent prior to 9:00 A.M., New York City time, on such Federal
Funds Rate Interest Determination Date; provided, however, that
if the brokers so selected by the Calculation Agent are not
quoting rates as mentioned in this sentence, the Federal Funds
Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on
such Federal Funds Rate Interest Determination Date, or if no
Federal Funds Rate is then in effect, the interest rate on this
Security will be the Initial Interest Rate.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified above is LIBOR, this
Security shall bear interest for each Interest Reset Period at an
interest rate calculated with reference to LIBOR and the Spread
Multiplier, if any, specified above. "LIBOR" for each Interest
Reset Period shall be determined with respect to any Interest
Determination Date (a "LIBOR Interest Determination Date") by the
Calculation Agent for such LIBOR Note as follows:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is
specified above, the arithmetic mean of the offered rates
(unless the Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such
single rate shall be used) for deposits in United States
dollars having the Index Maturity specified above,
commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid,
appears) on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or
(b) if "LIBOR Telerate" is specified above or if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified above as
the method for calculating LIBOR, the rate for deposits in
United States dollars having the Index Maturity specified
above, commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date. If fewer than
two such offered rates so appear, or if no such rate so
appears, as applicable, LIBOR on such LIBOR Interest
Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the Designated LIBOR
Page as specified in clause (i) above, the Calculation Agent
will request the principal London offices of each of four
major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in
United States dollars for the period of the Index Maturity
specified above, commencing on the applicable Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that
is representative for a single transaction in United States
dollars in such market at such time. If at least two such
quotations are so provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination
Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on such LIBOR
Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent for loans in
United States dollars to leading European banks, for the
period of the Index Maturity specified above and in a
principal amount that is representative for a single
transaction in United States dollars in such market at such
time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR
Interest Determination Date, or if no such LIBOR rate is
then in effect, the interest rate on this Security shall be
the Initial Interest Rate.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified above, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified above
(or any other page as may replace such page on such service) for
the purpose of displaying the London interbank rates of major
banks for United States dollars or (b) if "LIBOR Telerate" is
specified above or neither "LIBOR Reuters" nor "LIBOR Telerate"
is specified above as the method for calculating LIBOR, the
display on the Dow Jones Telerate Service (or any successor
service) on the page specified above (or any other page as may
replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for United States
dollars.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified above is the Prime
Rate, this Security shall bear interest for each Interest Reset
Period at an interest rate calculated with reference to the Prime
Rate, determined as set forth below, and the Spread or Spread
Multiplier, if any, specified above.
The Prime Rate for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "Prime Rate Interest Determination Date")
and shall be the Prime Rate on such Prime Rate Interest
Determination Date as such rate is published in H.15(519) under
the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic
mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME1 Page (as hereinafter
defined) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page
for such Prime Rate Interest Determination Date, then the Prime
Rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in
the year divided by a 360-day year as of the close of business on
such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation
Agent. If fewer than four such quotations are so provided, then
the Prime Rate shall be the arithmetic mean of four prime rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City
of New York by the major money center banks, if any, that have
provided such quotations and by a reasonable number of substitute
banks or trust companies to obtain four such prime rate
quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States,
or any State thereof, each having total equity capital of at
least $500 million and being subject to supervision or
examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime
Rate Interest Determination Date, or if no such Prime Rate is
then in effect, the interest rate on this Security shall be the
Initial Interest Rate.
"Reuters Screen USPRIME1 Page" means the display on the
Reuter Monitor Money Rates Service (or any successor service) on
the "USPRIME1" page (or such other page as may replace the
USPRIME1 page on such service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified above is the Treasury
Rate, this Security shall bear interest for each Interest Reset
Period at an interest rate calculated with reference to the
Treasury Rate and the Spread or Spread Multiplier, if any,
specified above.
The "Treasury Rate" for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "Treasury Rate Interest Determination
Date") and shall be the rate from the auction held on such
Treasury Rate Interest Determination Date (the "Auction") of
direct obligations of the United States ("Treasury bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average"
or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such
Treasury Bills (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of
the Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the
"Treasury Rate" will be calculated by the Calculation Agent and
will be a yield to maturity (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three
leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers so
-------- -------
selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date, or if
no such Treasury Rate is then in effect, the interest rate on
this Security will be the Initial Interest Rate.
If, as specified above, this Security is redeemable, this
Security is subject to redemption at any time on or after the
Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the
applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the
twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Annual Redemption Percentage
Reduction specified above until such redemption price is 100% of
the principal amount of this Security to be redeemed.
[Insert provisions, if any, for redemption pursuant to a
sinking fund or other mandatory redemption provisions.]
Notice of redemption (other than at the option of the
Holder) shall be given by mail to Holders of Securities, not less
than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the
Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional
upon the receipt by the Trustee of money sufficient to pay the
principal of and premium, if any, and interest, if any, on this
Security on or prior to the date fixed for such redemption; a
notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor,
representing the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If this Security is specified on the face hereof to be
repayable at the Option of the Holder, this Security will be so
repaid in whole or in part in increments of $1,000, provided that
the remaining principal amount of any Security surrendered for
partial repayment shall be at least $1,000, on any Option
Repayment Date (as stated on the face hereof), at the option of
the Holder, at 100% of the principal amount to be repaid, plus
accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Security to be
repaid, the Company must receive at the applicable address of the
Trustee set forth below, or at such other place or places of
which the Company shall from time to time notify the Holder of
this Security, on or before the thirtieth, but not earlier than
the sixtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date,
either (i) this Security, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address, and
telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security
to be repaid, (c) a statement that the option to elect repayment
is being exercised thereby, and (d) a guarantee stating that the
Trustee on behalf of the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Any such
election shall be irrevocable. The address to which such
deliveries are to be made is The Chase Manhattan Bank, Attention:
Corporate Trustee Administration Department, 450 West 33rd
Street, New York, New York 10001 (or, at such other places as
the Company shall notify the Holders of the Securities). All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and
binding.
If an Event of Default with respect to the Securities of
this series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the
consent of any Holders of Securities. The Indenture also
contains provisions permitting the Holders of a majority in
principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin
or currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Security or any portion of
the principal amount hereof will be deemed to have been paid for
all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and
discharged, if there has been irrevocably deposited with the
Trustee or any Paying Agent (other than the Company), in trust,
money in an amount which will be sufficient and/or Eligible
Obligations, the principal of and interest on which when due,
without any regard to reinvestment thereof, will provide moneys
which, together with moneys so deposited, will be sufficient to
pay when due the principal of and premium, if any, and interest,
if any, on this Security when due.
The Indenture contains terms, provisions and conditions
relating to the consolidation or merger of the Company or the
Guarantor with or into, and the conveyance or other transfer, or
lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations
of the Company or the Guarantor under the Indenture and on the
Securities (or the Guarantees endorsed thereon) and to the
release and discharge of the Company or the Guarantor, as the
case may be, in certain circumstances, from such obligations.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office of
The Chase Manhattan Bank in New York, New York or such other
office or agency as may be designated by the Company from time to
time, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, and in denominations of
$1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series and Tranche, of
any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the
Security or Securities to be exchanged at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time.
The Company shall not be required to execute and the
Security Registrar shall not be required to register the transfer
of or exchange of (a) Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes (subject to Sections 305 and 307 of the Indenture),
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
As used herein,
(1) "Business Day" means any day, other than a Saturday or
Sunday, that is not a day on which banking institutions
or trust companies are generally authorized or required
by law, regulation or executive order to close in The
City of New York or other city in which is located any
Paying Agent for the Securities of this series;
provided that if an Interest Rate Basis specified above
is LIBOR, such day is also a London Business Day.
"London Business Day" means a day on which dealings in
deposits in Dollars are transacted in the London
interbank market;
(2) "H.15(519)" means the publication entitled "Statistical
Release H.15(519)," Selected Interest Rates, or any
successor publication, published by the Board of
Governors of the Federal Reserve System; and
(3) "Composite Quotations" means the daily statistical
release entitled "Composite 3:30 P.M. Quotations for
U.S. Government Securities," or any successor
publication, published by the Federal Reserve Bank of
New York.
All other terms used in this Security without definition which
are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, any Guarantees or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by,
any incorporator, stockholder, officer or director, as such,
past, present or future of the Company or the Guarantor or of any
predecessor or successor of either of them (either directly or
through the Company or the Guarantor, as the case may be, or a
predecessor or successor of either of them), whether by virtue of
any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and this
Security and the Guarantee endorsed hereon are solely corporate
obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the
issuance of this Security and such Guarantee.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual
signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
PP&L CAPITAL FUNDING, INC.
[SEAL] By:
--------------------------------
[Title]
Attested:
By:
----------------------------
[Title]
GUARANTEE
PP&L Resources, Inc., a corporation organized under the
laws of the Commonwealth of Pennsylvania (the "Guarantor",
which term includes any successor under the Indenture (the
"Indenture"), referred to in the Security upon which this
Guarantee is endorsed), for value received, hereby
unconditionally guarantees to the Holder of the Security
upon which this Guarantee is endorsed, the due and punctual
payment of the principal of, and premium, if any, and
interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and
of the Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company", which term includes any
successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment
to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective
of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or the Indenture, any
failure to enforce the provisions of such Security or the
Indenture, or any waiver, modification or indulgence granted
to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security, or increase
the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any
premium payable upon redemption thereof) or change the
Stated Maturity thereof.
The Guarantor hereby waives the benefits of diligence,
presentment, demand for payment, any requirement that the
Trustee or the Holder of such Security exhaust any right or
take any action against the Company or any other Person,
filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to
such Security or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will
not be discharged in respect of such Security except by
complete performance of the obligations contained in such
Security and in this Guarantee. This Guarantee shall
constitute a guaranty of payment and not of collection. The
Guarantor hereby agrees that, in the event of a default in
payment of principal, or premium, if any, or interest, if
any, on such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security,
subject to the terms and conditions set forth in the
Indenture, directly against the Guarantor to enforce this
Guarantee without first proceeding against the Company.
The obligations of the Guarantor hereunder with respect
to such Security shall be continuing and irrevocable until
the date upon which the entire principal of, premium, if
any, and interest on such Security has been, or has been
deemed pursuant to the provisions of Article Seven of the
Indenture to have been, paid in full or otherwise
discharged.
The Guarantor shall be subrogated to all rights of the
Holder of such Security upon which this Guarantee is
endorsed against the Company in respect of any amounts paid
by the Guarantor on account of such Security pursuant to the
provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce
or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities
issued under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and effect
and continue notwithstanding any petition filed by or
against the Company for liquidation or reorganization, the
Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being
appointed for all or any significant part of the Company's
assets, and shall, to the fullest extent permitted by law,
continue to be effective or reinstated, as the case may be,
if at any time payment of the Security upon which this
Guarantee is endorsed, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether
as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such
Security, such Security shall, to the fullest extent
permitted by law, be reinstated and deemed paid only by such
amount paid and not so rescinded, reduced, restored or
returned.
This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of the
Security upon which this Guarantee is endorsed shall have
been manually executed by or on behalf of the Trustee under
the Indenture.
All terms used in this Guarantee which are defined in
such Indenture shall have the meanings assigned to them in
such Indenture.
This Guarantee shall be deemed to be a contract made
under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this
Guarantee to be executed as of the date first written above.
PP&L RESOURCES, INC.
By:
--------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: THE CHASE MANHATTAN BANK
------------------- AS TRUSTEE
By:
------------------------------
Authorized Officer
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS
SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED
IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF
(a) THE DEPOSITARY (i) HAS NOTIFIED THE COMPANY THAT IT IS
UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY OR (ii) HAS CEASED
TO BE A CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND,
IN EITHER CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS, OR (b) THE COMPANY ELECTS TO ISSUE
CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE
COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY) OF ALL SECURITIES OF THE SERIES DESIGNATED ABOVE.
-----------------------
<PAGE>
OPTION TO ELECT REPAYMENT
[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS]
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or type name and address of the undersigned)
For this Security to be repaid the Company must receive at the
Corporate Trust Office of the Trustee in the City of New York or
at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or
before the thirtieth, but not earlier than the sixtieth, calendar
day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security,
with this "Option to Elect Repayment" form duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address, and telephone number of the Holder of the
Security, (b) the principal amount of the Security and the amount
of the Security to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby, and (d) a guarantee
stating that the Security to be repaid with this form duly
completed will be received by the Trustee on behalf of the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission, or letter (and such
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Exercise of
the repayment option by the Holder shall be irrevocable.
If less than the entire principal amount of the within Security
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000) which the Holder elects to have
repaid: ;
-------------------------------------------------------
and specify the denomination or denominations (which shall be
$1,000 or an integral multiple thereof) of the Security or
Securities to be issued to the Holder for the portion of the
within Security or Securities to be issued to the Holder for the
portion of the within Security not being repaid (in the absence
of any specification, one such Security will be issued for the
portion not being repaid):
Date:
------------------------------------- ------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the Security in every partic-
ular without alteration or enlargement
or any other change whatsoever.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
[please insert social security or other identifying number
of assignee]
-----------------------------------------------------------------
[please print or typewrite name and address of assignee]
-----------------------------------------------------------------
the within Security of PP&L CAPITAL FUNDING, INC. and does hereby
irrevocably constitute and appoint ,
-----------------------------
Attorney, to transfer said Security on the books of the
within-mentioned Company, with full power of substitution in the
premises.
Dated:
----------------
----------------------------------------------
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Security in every
particular without alteration or enlargement or any change
whatsoever.
EXHIBIT 5.1
January 4, 1999
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Ladies and Gentlemen:
I am Senior Counsel of PP&L, Inc., the principal
subsidiary of PP&L Resources, Inc., a corporation organized under
the laws of the Commonwealth of Pennsylvania ("the Guarantor").
I have acted as counsel to the Guarantor in connection with the
Guarantor's Guarantees (the "Guarantees"), as to payment of
principal, interest and premium, if any, on up to $400,000,000 in
aggregate principal amount of Debt Securities (the "Debt
Securities"), to be issued from time to time by PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), such Debt Securities and such
Guarantees to be issued under an Indenture (the "Indenture"), of
the Company and the Guarantor to The Chase Manhattan Bank, as
trustee (the "Trustee"), all as contemplated by the Registration
Statement on Form S-3 (the "Registration Statement") proposed to
be filed by the Company and the Guarantor with the Securities and
Exchange Commission on or about the date hereof for the
registration of the Debt Securities and the Guarantees under the
Securities Act of 1933, as amended (the "Act"), and for the
qualification of the Indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act").
I have examined such corporate records, certificates
and other documents and have reviewed such questions of law as I
have considered necessary or appropriate for purposes of the
opinions expressed below. Based on such examination and review,
I advise you as follows:
I am of the opinion that the Guarantor is a corporation
duly organized and validly existing under the laws of the
Commonwealth of Pennsylvania.
I am also of the opinion that appropriate action has
been taken by the Board of Directors of the Guarantor and by the
Finance Committee of such Board to authorize the Guarantees
contemplated by the Registration Statement.
<PAGE>
PP&L Resources, Inc. January 4, 1999
I am further of the opinion that the Guarantees will be
legal, valid and binding obligations of the Guarantor, each
enforceable in accordance with its terms, subject, as to
enforcement, to laws relating to or affecting generally the
enforcement of creditors' rights, including, without limitation,
bankruptcy and insolvency laws, and to general principles of
equity, when:
(a) the Registration Statement, as it may be amended,
shall have become effective under the Act, and the Indenture
shall have become qualified under the Trust Indenture Act;
(b) the Guarantor shall have duly executed and
delivered the Guarantees in accordance with the applicable
provisions of the Indenture and all necessary corporate
authorization;
(c) the Trustee shall have duly authenticated the Debt
Securities and the Guarantees endorsed thereon, in accordance
with the applicable provisions of the Indenture; and
(d) the Company shall have issued, sold and delivered
the Debt Securities to the purchasers thereof against payment
therefor, all as contemplated by, and in conformity with, the
acts, proceedings and documents referred to above.
I have also reviewed those statements of law and legal
conclusions stated to be made upon my authority in the
Registration Statement and the documents incorporated by
reference therein, and, in my opinion, such statements are
correct.
The foregoing opinions do not pass upon the validity of
the Debt Securities or the matter of compliance with "blue sky"
laws or similar laws relating to the sale or distribution of the
Debt Securities by any underwriters or agents.
I hereby authorize and consent to the use of this
opinion as Exhibit 5.1 to the Registration Statement, and
authorize and consent to the references to my under the captions
"Description of the Debt Securities - Certain Pennsylvania Tax
Matters," "Experts" and "Validity of the Debt Securities and the
Guarantees" in the Registration Statement and in the prospectus
constituting a part thereof.
I am a member of the Pennsylvania Bar and do not hold
myself out as an expert on the laws of any other state. As to
all matters governed by the laws of the State of New York, I have
<PAGE>
PP&L Resources, Inc. January 4, 1999
relied upon the opinion of even date herewith of Thelen Reid &
Pries LLP, counsel for the Company and the Guarantor, which is
being filed as Exhibit 5.2 to the Registration Statement.
In rendering its opinion, Thelen Reid & Priest LLP may
rely upon this opinion as to matters of Pennsylvania law
addressed herein as if this opinion were addressed directly to
them. Except as aforesaid, without my prior written consent,
this opinion may not be furnished or quoted to, or relied upon
by, any other person or entity for any purpose.
Very truly yours,
/s/ Michael A. McGrail
Michael A. McGrail
EXHIBIT 5.2
THELEN REID & PRIEST LLP
40 West 57th Street
New York, NY 10019
New York, New York
January 4, 1999
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
PP&L Capital Funding, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Ladies and Gentlemen:
We are acting as special counsel for PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), and PP&L Resources, Inc., a
corporation organized under the laws of the Commonwealth of
Pennsylvania (the "Guarantor"), in connection with (i) the
proposed issuance and sale from time to time of up to
$400,000,000 in aggregate principal amount of the Company's Debt
Securities (the "Debt Securities") and (ii) the Guarantees by the
Guarantor as to payment of principal, interest and premium, if
any, on such Debt Securities (the "Guarantees"), such Debt
Securities and such Guarantees to be issued under an Indenture
(the "Indenture"), of the Company and the Guarantor to The Chase
Manhattan Bank, as trustee (the "Trustee"), all as contemplated
by the Registration Statement on Form S-3 (the "Registration
Statement") proposed to be filed by the Company with the
Securities and Exchange Commission on or about the date hereof
for the registration of the Debt Securities and the Guarantees
under the Securities Act of 1933, as amended (the "Act"), and for
the qualification of the Indenture under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act").
We have examined such corporate records, certificates
and other documents and have reviewed such questions of law as we
have considered necessary or appropriate for purposes of the
opinions expressed below. Based on such examination and review,
we advise you as follows:
We are of the opinion that the Company is a corporation
duly organized and validly existing under the laws of the State
of Delaware.
<PAGE>
PP&L Resources, Inc. -2- January 4, 1999
PP&L Capital Funding, Inc.
We are further of the opinion that the Debt Securities
will be legal, valid and binding obligations of the Company and
that the Guarantees will be legal, valid and binding obligations
of the Guarantor, each enforceable in accordance with its terms,
subject, as to enforcement, to laws relating to or affecting
generally the enforcement of creditors' rights, including,
without limitation, bankruptcy and insolvency laws, and to
general principles of equity, when:
(a) the Registration Statement, as it may be amended,
shall have become effective under the Act, and the Indenture
shall have become qualified under the Trust Indenture Act;
(b) the Company's Board of Directors, or a duly
authorized committee thereof, shall have taken such action
as may be necessary to authorize the Company's issuance of
the Debt Securities on the terms set forth in or
contemplated by the Registration Statement, as it may be
amended, and the exhibits thereto, and to authorize the
proper officers of the Company and Guarantor to take such
other action as may be necessary in connection with the
consummation of the issuance and sale of the Debt Securities
from time to time;
(c) the Company shall have duly established the terms
of the Debt Securities and executed the Debt Securities in
accordance with the applicable provisions of the Indenture
and all necessary corporate authorizations;
(d) the Guarantor shall have duly executed and
delivered the Guarantees in accordance with the applicable
provisions of the Indenture and all necessary corporate
authorizations;
(e) the Trustee shall have duly authenticated the Debt
Securities and the Guarantees endorsed thereon, in
accordance with the applicable provisions of the Indenture;
and
(f) the Company shall have issued, sold and delivered
the Debt Securities to the purchasers thereof against
payment therefor, all as contemplated by, and in conformity
with, the acts, proceedings and documents referred to above.
The foregoing opinions do not pass upon the matter of
compliance with "blue sky" laws or similar laws relating to the
sale or distribution of the Debt Securities by any underwriters
or agents. We hereby authorize and consent to the use of this
opinion as Exhibit 5.2 to the Registration Statement, and
authorize and consent to the reference to our firm in the
Registration Statement and in the prospectus constituting a part
thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. As to
matters of Delaware law we have examined or caused to be examined
such documents and satisfied ourselves as to such matters of law
<PAGE>
PP&L Resources, Inc. -3- January 4, 1999
PP&L Capital Funding, Inc.
as we have deemed necessary in order to render this opinion. As
to all matters governed by the laws of the Commonwealth of
Pennsylvania, we have relied upon the opinion of even date
herewith of Michael A. McGrail, Senior Counsel of PP&L, Inc., the
Guarantor's principal subsidiary, which is being filed as Exhibit
5.1 to the Registration Statement.
In rendering his opinion, Mr. McGrail may rely upon
this opinion as to all matters of New York law addressed herein
as if this opinion were addressed directly to him. Except as
aforesaid, without our prior written consent, this opinion may
not be furnished or quoted to, or relied upon by, any other
person or entity for any purpose.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated February 2, 1998 appearing on Page
41 of the Annual Report on Form 10-K of PP&L Resources, Inc. for
the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
December 30, 1998
EXHIBIT 24
PP&L RESOURCES, INC.
ISSUANCE OF DEBT SECURITIES
POWER OF ATTORNEY
-----------------
The undersigned directors of PP&L Resources, Inc., a
Pennsylvania corporation, hereby appoint William F. Hecht,
John R. Biggar and Robert J. Grey their true and lawful attorney,
and each of them their true and lawful attorney, with power to
act without the other and with full power of substitution and
resubstitution, to execute for the undersigned directors and in
their names to file with the Securities and Exchange Commission,
Washington, D.C., under provisions of the Securities Act of 1933,
as amended, a registration statement or registration statements
for the registration under provisions of the Securities Act of
1933, as amended, and any other rules, regulations or
requirements of the Securities and Exchange Commission in respect
thereof, of not in excess of $400 million of debt securities of
PP&L Capital Funding, Inc., to be guaranteed by PP&L Resources,
Inc., and any and all amendments thereto, whether said amendments
add to, delete from or otherwise alter any such registration
statement or registration statements, or add or withdraw any
exhibits or schedules to be filed therewith and any and all
instruments in connection therewith. The undersigned hereby
grant to said attorneys and each of them full power and authority
to do and perform in the name of and on behalf of the
undersigned, and in any and all capabilities, any act and thing
whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as the
undersigned might do, hereby ratifying and approving the acts of
said attorneys and each of them.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set
their hands and seals this 20th day of November, 1988.
/s/ Frederick M. Bernthal L.S. /s/ William F. Hecht L.S.
------------------------------ ----------------------------
Frederick M. Bernthal William F. Hecht
/s/ E. Allen Deaver L.S. /s/ Stuart Heydt L.S.
------------------------------ ----------------------------
E. Allen Deaver Stuart Heydt
/s/ Nance K. Dicciani L.S. /s/ Marilyn Ware Lewis L.S.
------------------------------ ----------------------------
Nance K. Dicciani Marilyn Ware Lewis
/s/ William J. Flood L.S. /s/ Frank A. Long L.S.
------------------------------ ----------------------------
William J. Flood Frank A. Long
/s/ Elmer D. Gates L.S. /s/ Norman Robertson L.S.
------------------------------ ----------------------------
Elmer D. Gates Norman Robertson
EXHIBIT 25
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
-------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-------------
PP&L RESOURCES, INC.
PP&L CAPITAL FUNDING , INC.
(Exact name of obligor as specified in its charter)
PENNSYLVANIA 23-2758192
DELAWARE 23-2926644
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
TWO NORTH NINTH STREET 18101-1179
ALLENTOWN, PENNSYLVANIA (Zip Code)
(Address of principal executive offices)
-------------
GUARANTEES OF PP&L CAPITAL FUNDING, INC. DEBT SECURITIES
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organization Certificate
and the Certificates of Amendment dated February 17, 1969,
August 31, 1977, December 31, 1980, September 9, 1982, February
28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified above as
Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration
Statement No. 333-06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by
Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 17th day of
December, 1998.
THE CHASE MANHATTAN BANK
By /s/ F. Springer
----------------------------
F. Springer
Assistant Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORTED OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR
AMOUNTS IN
ASSETS MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . .$ 11,951
Interest-bearing balance . . . . . . . . . . . 4,551
Securities: . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . 1,740
Available for sale securities . . . . . . . . . . . 48,537
Federal funds sold and securities purchased under
agreements to resell . . . . . . . . . . . . . 29,730
Loans and lease financing receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . . $127,379
Less: Allowance for loan and
lease losses . . . . . . . . . . . . 2,719
Less: Allocated transfer risk
reserve . . . . . . . . . . . . . . . 0
--------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . 124,660
Trading Assets . . . . . . . . . . . . . . . . . . 51,549
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . 3,009
Other real estate owned . . . . . . . . . . . . . . 272
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . 300
Customers' liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . 1,329
Intangible assets . . . . . . . . . . . . . . . . . 1,429
Other assets . . . . . . . . . . . . . . . . . . . 13,563
-------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . 292,620
=======
<PAGE>
LIABILITIES
Deposits
In domestic offices . . . . . . . . . . . . . $98,760
Noninterest-bearing . . . . . . . . $39,071
Interest-bearing . . . . . . . . . . 59,689
-------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's . . . . . . . . . . . . 75,403
Noninterest-bearing . . . . . . . . $3,877
Interest-bearing . . . . . . . . . . 71,526
Federal funds purchased and securities sold
under agreements to repurchase . . . . . . . . . . 34,471
Demand notes issued to the U.S. Treasury . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . 41,589
Other borrowed money (includes mortgage
indebtedness and obligations under capitalized
leases):
With a remaining maturity of one year of less 3,781
With a remaining maturity of more than one
year through three years . . . . . . . . . . . 213
With a remaining maturity of more than
three years . . . . . . . . . . . . . . . . . 104
Bank's liability on acceptances executed
and outstanding . . . . . . . . . . . . . . . . . . 1,329
Subordinated notes and debentures . . . . . . . . . 5,408
Other liabilities . . . . . . . . . . . . . . . . . 12,041
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . 274,099
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock . . . . . . . . . . . . . . . . . . . 1,211
Surplus (exclude all surplus related to preferred
stock) . . . . . . . . . . . . . . . . . . . . . . 10,441
Undivided profits and capital reserves . . . . . . 6,287
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . 566
Cumulative foreign currency translation adjustments 16
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . 18,521
-------
TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . 292,620
=======
I, Joseph L. Sclafani, E.V.P. & Controller
of the above-named bank, do hereby declare
that this Report of Condition has been
prepared in conformance with the instructions
issued by the appropriate Federal regulatory
authority and is true to the best of my
knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us, and
to the best of our knowledge and belief has
been prepared in conformance with the instruc-
tions issued by the appropriate Federal
regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
