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Exhibit 1
[Execution Copy]
PPL CORPORATION
$100,000,000 of Common Stock
(par value $0.01 per share)
SALES AGENCY AGREEMENT
December 21, 2000
UBS WARBURG LLC
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
PPL Corporation, a Pennsylvania corporation (the "Company"), confirms its
agreement with UBS Warburg LLC (the "Agent"), as follows:
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SECTION 1. Description of Securities. The Company proposes to issue and
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sell through the Agent, as sales agent, shares (the "Shares") of its Common
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Stock, par value $0.01 per share ("Common Stock") with a market value of up to
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$100,000,000, on the terms set forth in Section 3 hereof.
SECTION 2. Representations and Warranties of the Company. The Company
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represents and warrants to, and agrees with, the Agent that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and the rules and regulations thereunder
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("Rules and Regulations"). A registration statement on Form S-3 (Registration
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Nos. 333-87847, 333-87487-01 and 333-87487-02) with respect to the Shares,
including a form of prospectus, has been prepared by the Company in conformity
with the requirements of the Act and the Rules and Regulations and filed with
the Securities and Exchange Commission (the "Commission") and has become
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effective. Such registration statement and prospectus may have been amended or
supplemented prior to the date of this Agreement. Any such amendment or
supplement was so prepared and filed, and any such amendment or supplement filed
after the effective date of such registration statement has become effective.
No stop order suspending the effectiveness of the registration statement has
been issued, and no proceeding for that purpose has been instituted or
threatened by the Commission. Such registration statement, as it may have
heretofore been amended, is referred to herein as the "Registration Statement,"
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and the final form of prospectus
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included in the Registration Statement, as amended or supplemented from time to
time, is referred to herein as the "Prospectus." Any reference herein to the
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Registration Statement, the Prospectus, or any amendment or supplement thereto
shall be deemed to refer to and include the documents incorporated (or deemed to
be incorporated) by reference therein, and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement
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or Prospectus shall be deemed to refer to and include the filing after the
execution hereof of any document with the Commission deemed to be incorporated
by reference therein.
(b) Each part of the Registration Statement, when such part became or
becomes effective, and the Prospectus and any amendment or supplement thereto,
on the date of filing thereof with the Commission and at each Closing Date (as
hereinafter defined), conformed or will conform in all material respects with
the requirements of the Act and the Rules and Regulations; each part of the
Registration Statement, when such part became or becomes effective, 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; and the Prospectus and any amendment or supplement
thereto, on the date of filing thereof with the Commission and at each Closing
Date, did not or will not include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; except that the
foregoing shall not apply to statements in or omissions from any such document
in reliance upon, and in conformity with, written information relating to the
Agent furnished to the Company by the Agent, specifically for use in the
Registration Statement, the Prospectus or any amendment or supplement thereto.
(c) The documents incorporated by reference in the Registration Statement
or the Prospectus, or any amendment or supplement thereto, when they became
effective under the Act or were filed with the Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be,
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conformed in all material respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder; and any further documents so filed and incorporated by reference in
the Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder.
(d) The consolidated financial statements of the Company and its
subsidiaries, together with the related notes and schedules, set forth or
incorporated by reference in the Registration Statement and Prospectus comply as
to form in all material respects with the applicable accounting requirements of
the Act and the Exchange Act and the related published rules and regulations
thereunder; such audited financial statements have been
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prepared in all material respects in accordance with generally accepted
accounting principles consistently applied throughout the periods involved,
except as disclosed therein; and no material modifications are required to be
made to the unaudited interim financial statements for them to be in conformity
with generally accepted accounting principles.
(e) The Company 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.
(f) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
(g) The shares of Common Stock outstanding prior to the issuance of the
Shares have been duly authorized and are validly issued, fully paid and non-
assessable, and are not subject to any preemptive or similar rights.
(h) The Shares have been duly authorized and, when issued and delivered
in accordance with the terms of this Agreement, will be validly issued, fully
paid and non-assessable, and the issuance of such Shares will not be subject to
any preemptive or similar rights.
(i) The Common Stock is, and upon issuance the Shares will be, listed on
the New York Stock and Philadelphia Stock Exchanges.
(j) Except as set forth in the Prospectus, there is not pending or, to
the knowledge of the Company, threatened any action, suit or proceeding to which
the Company or any of its subsidiaries is a party, before or by any court or
governmental agency or body, except for such actions, suits or proceedings that,
if determined adversely to the Company, would not materially and adversely
affect the Company's ability to perform its obligations under this Agreement .
(k) This Agreement has been duly and validly authorized, executed and
delivered by the Company and, assuming that it has been duly authorized,
executed and delivered by you, constitutes a valid and binding agreement of the
Company, enforceable in accordance with its terms, except to the extent limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium
laws or by other laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights and by general equitable principles (regardless
of whether considered in a proceeding in equity or at law), an implied covenant
of good faith and fair dealing and consideration of public policy, and Federal
or state securities law limitations on indemnification and contribution.
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(l) The issue and sale of the Shares and the compliance by the Company
with all of the provisions of this Agreement and the consummation of the
transactions contemplated herein will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, any material
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which it is bound except for such breaches or defaults that would
not in the aggregate have a material adverse effect on the Company's ability to
perform its obligations under this Agreement.
(m) No consent, approval, authorization or order of, or filing with, any
court or governmental agency or body is required for the issue and sale of the
Shares and the consummation by the Company of the transactions contemplated by
this Agreement, except such as may be required by state securities or blue sky
laws.
(n) The Company now meets the exemptive requirements set forth in Rule
101(c)(1) of Regulation M under the Exchange Act and will continue to meet such
exemptive requirements during the term of this Agreement.
SECTION 3. Sale and Delivery of Securities. On the basis of the
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representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell
through the Agent, as exclusive sales agent, and the Agent agrees to sell, as
sales agent for the Company, on a reasonable efforts basis, Shares with a market
value of up to $100,000,000 (the "Maximum Amount") on the terms set forth
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herein.
The Shares, up to the Maximum Amount, are to be sold on a daily basis or
otherwise as shall be agreed to by the Company and the Agent. The Company will
designate the maximum amount of Shares to be sold by the Agent daily as
reasonably agreed to by the Agent and in any event not in excess of the amount
available for issuance under the currently effective Registration Statement.
Subject to the terms and conditions hereof, the Agent shall use its reasonable
efforts to sell all of the designated Shares up to the Maximum Amount. The
compensation to the Agent for sales of Shares shall be at a fixed commission
rate of 2.0% of the gross sales price of any shares sold under this Agreement.
The remaining proceeds, after further deduction for any transaction fees imposed
by any governmental or self-regulatory organization in respect of such sales,
shall constitute the net proceeds to the Company for such Shares (the "Net
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Proceeds").
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Notwithstanding the foregoing the Company may instruct the Agent by
telephone (confirmed promptly by telecopy) not to sell Shares if such sales
cannot be effected at or above the price designated by the Company in any such
instruction; furthermore, the Company shall not authorize the issuance and sale
of, and the Agent shall not be obligated to use its reasonable efforts to sell,
any Shares at a price lower than the minimum price therefor designated from time
to time by the Company's Board of
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Directors and to the Agent in writing. In addition, the Company or the Agent
may, upon notice to the other party hereto by telephone (confirmed promptly by
telecopy), suspend the offering of the Shares; provided, however, that such
suspension or termination shall not affect or impair the parties respective
obligations with respect to the Shares sold hereunder prior to the giving of
such notice.
If either party has reason to believe that the exemptive provisions set
forth in Rule 101(c)(1) of Regulation M under the Exchange Act ("Regulation M")
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are not satisfied with respect to the Shares, it shall promptly notify the other
party and sales of Shares under this Agreement shall be suspended until that or
other exemptive provisions have been satisfied to the reasonable satisfaction of
each party. The Agent shall sell the Shares only by means of ordinary brokers'
transactions on the New York Stock Exchange (the "NYSE"). If the Company fails
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to meet the exemptive requirements set forth in Rule 101(c)(1) of Regulation M,
it shall promptly notify the Agent. Sales of the Shares by the Company pursuant
to the Agreement shall then cease until such time as the Company is in
compliance with such exemptive provisions. The Company or the Agent may, upon
notice to the other party hereto by telephone (confirmed promptly by telecopy),
suspend the offering of Shares; provided, however, that such suspension or
termination shall not affect or impair the parties' respective obligations with
respect to Shares sold hereunder prior to the giving of such notice.
The Agent shall provide written confirmation to the Company following the
close of trading on the NYSE each day in which Shares are sold under this
Agreement setting forth the number of Shares sold on such day, the Net Proceeds
to the Company, and the compensation payable by the Company to the Agent with
respect to such sales.
Settlement for sales of Shares will occur on the third business day
following the date on which such sales are made (each a "Closing Date"). The
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amount of proceeds for such sales to be delivered to the Company against the
receipt of the Shares sold shall be equal to the aggregate sales prices at which
such Shares were sold, net of the Agent's compensation for such sales and after
deduction for any transaction fees imposed by any governmental or self-
regulatory organization in respect of such sales. Settlement for all Shares
shall be effected by free delivery of Shares to the Agent's account at The
Depository Trust Company in return for payments in same day funds delivered to
the account designated by the Company. If the Company shall default on its
obligation to deliver Shares on any Closing Date, the Company shall (i) hold the
Agent harmless against any loss, claim or damage arising from or as a result of
such default by the Company and (ii) pay the Agent any commission to which it
would otherwise be entitled absent such default. If the Agent breaches this
Agreement by failing to deliver proceeds that have been paid by the purchaser of
such Shares on any Closing Date for Shares delivered by the Company in
accordance with this Agreement, the Agent shall (i) hold the Company harmless
against any loss, claim or damage arising from or as a result of such
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default by the Agent and (ii) pay the Company interest based on the effective
overnight Federal Funds rate.
On each Closing Date and on each Filing Date (as defined below), the
Company shall be deemed to have affirmed each representation, warranty, covenant
and other agreement contained in this Agreement. On the first and third Tuesday
of each month (or, if such Tuesday is not a business day, the next succeeding
business day (each such date a "Certificate Date"), the Company shall affirm in
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writing each representation, warranty, covenant and other agreement contained in
this Agreement. The Company covenants and agrees with the Agent that on or
prior to the second business day after the end of each calendar week during
which sales of Shares were made by the Agent (each such week a "Reporting
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Period"), the Company will (i) file a prospectus supplement with the Commission
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under the applicable paragraph of Rule 424(b) (each a "Filing Date"), which
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prospectus supplement will set forth, with regard to such Reporting Period, the
dates included within the Reporting Period, the amount of Shares sold through
the Agent, the Net Proceeds to the Company and the compensation payable by the
Company to the Agent with respect to sales of Shares pursuant to this Agreement
and (ii) deliver such number of copies of each such prospectus supplement to the
NYSE as are required by such Exchange. Any obligation of the Agent to use its
reasonable efforts to sell the Shares shall be subject to the continuing
accuracy of the representations and warranties of the Company herein, to the
performance by the Company of its obligations hereunder and to the continuing
satisfaction of the additional conditions specified in Section 5 of this
Agreement.
SECTION 4. Covenants of the Company. The Company covenants and agrees
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with the Agent that:
(a) During the period in which a prospectus relating to the Shares is
required to be delivered under the Act, the Company will notify the Agent
promptly of the time when any subsequent amendment to the Registration Statement
has become effective or any subsequent supplement to the Prospectus relating to
the Shares has been filed and of any request by the Commission for any amendment
or supplement to the Registration Statement or Prospectus relating to the Shares
or for additional information relating to the Shares; the Company will not file
any amendment or supplement to the Registration Statement or Prospectus relating
to the Shares (other than any prospectus supplement relating to the offering of
other securities (including, without limitation, common stock not included in an
Ordinary Brokerage Program, as defined below) registered under the Registration
Statement) unless a copy thereof has been submitted to the Agent a reasonable
period of time before the filing and the Agent has not reasonably objected in
writing thereto; the Company will promptly advise the Agent after filing any
document that upon filing is deemed to be incorporated by reference in the
Registration Statement or Prospectus relating to the Shares; and the Company
will cause each amendment or
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supplement to the Prospectus to be filed with the Commission as required
pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations
or, in the case of any document to be incorporated therein by reference, to be
filed with the Commission as required pursuant to the Exchange Act, within the
time period prescribed.
(b) The Company will advise the Agent, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement, of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for any such
purpose; and it will use its reasonable best efforts to prevent the issuance of
any stop order or to obtain its withdrawal if such a stop order should be
issued.
(c) Within the time during which a prospectus relating to the Shares is
required to be delivered under the Act, the Company will comply as far as it is
able with all requirements imposed upon it by the Act and by the Rules and
Regulations, as from time to time in force, so far as necessary to permit the
continuance of sales of or dealings in the Shares as contemplated by the
provisions hereof and the Prospectus and will file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Shares. If during such period 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 necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if during such period it is
necessary to amend or supplement the Registration Statement or Prospectus to
comply with the Act, the Company will promptly notify the Agent to suspend the
offering of Shares during such period and the Company will amend or supplement
the Registration Statement or Prospectus (at the expense of the Company, unless
the misstatements or omissions in question were made solely in reliance on
written information relating to the Agent furnished to the Company by the Agent
expressly for use in the Registration Statement or Prospectus in which case such
amendment or supplement shall be at the expense of the Agent) so as to correct
such statement or omission or effect such compliance.
(d) The Company will use its reasonable best efforts to qualify the Shares
for offer and sale under the securities laws of such jurisdictions as the Agent
designates and to continue such qualifications in effect so long as required for
the distribution of the Shares, except that the Company shall not be required in
connection therewith to qualify as a foreign corporation or to consent to
service of process in any jurisdiction or to meet any other requirement in
connection with this paragraph (d) deemed by them to be unduly burdensome.
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(e) The Company will furnish to the Agent one copy of the Registration
Statement, the Prospectus and all amendments and supplements to the Registration
Statement or Prospectus that are filed with the Commission during the period in
which a prospectus relating to the Shares is required to be delivered under the
Act as the Agent may from time to time reasonably request and will also furnish
copies of the Prospectus to the NYSE in accordance with Rule 153 of the Rules
and Regulations.
(f) The Company will make generally available to its security holders as
soon as practicable an earnings statement (which need not be audited) covering a
12-month period that satisfies the provisions of Section 11(a) of the Act and
Rule 158 of the Rules and Regulations.
(g) The Company, whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, will pay all expenses incident to
the performance of its obligations hereunder, including, but not limited to,
expenses relating to (i) the printing and filing of the Registration Statement
as originally filed and of each amendment thereto, (ii) the preparation,
issuance and delivery of the Shares, (iii) the reasonable fees and disbursements
of the Company's counsel and accountants, (iv) the qualification of the Shares
under securities laws in accordance with the provisions of Section 4(d) of this
Agreement, including filing fees and any reasonable fees or disbursements of
counsel for the Agent in connection therewith, (v) the printing and delivery to
the Agent of copies of the Prospectus and any amendments or supplements thereto,
and of this Agreement, (vi) the fees and expenses incurred in connection with
the listing of the Shares on the NYSE, and (vii) filing fees of the Commission
and the National Association of Securities Dealers, Inc. In addition to any
fees that may be payable to the Agent under this Agreement, the Company will
promptly, upon the request of the Agent, reimburse the Agent for the fees and
disbursements of the Agent's legal counsel incurred in connection with the
establishment of the structured equity shelf program established by this
Agreement.
(h) The Company will apply the net proceeds from the sale of the Shares as
set forth in the Prospectus.
(i) The Company will not, directly or indirectly, offer or sell any shares
of Common Stock (other than the Shares offered pursuant to the provisions of
this Agreement) or securities convertible into or exchangeable for, or any
rights to purchase or acquire, Common Stock during the period from the date of
this Agreement through the final Closing Date for the sale of Shares hereunder
without (a) giving the Agent at least five business days' prior written notice
specifying the nature of the proposed sale and the date of such proposed sale
and (b) suspending activity under this program for such period of time as may
reasonably be determined by agreement of the Company and the Agent; provided,
however, that no such notice and suspension shall be required in connection
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with the Company's issuance or sale of (i) shares of Common Stock pursuant to
any employee or director stock option or benefits plan, stock ownership plan or
dividend reinvestment plan of the Company now in effect and (ii) Common Stock
issuable upon conversion of securities or the exercise of warrants, options or
other rights in effect or outstanding on the date hereof.
(j) The Company will, at any time during the term of this Agreement, as
supplemented from time to time, advise the Agent immediately after it shall have
received notice or obtain knowledge thereof, of any information or fact that
would make any opinion, certificate, letter and other document provided to the
Agent pursuant to Section 5 herein undeliverable if it were to be delivered at
such time.
(k) Each time that the Registration Statement or the Prospectus shall be
amended or supplemented (other than a supplement filed pursuant to Rule 424(b)
under the Act that contains solely the information set forth in the final
paragraph of Section 3 of this Agreement or relating solely to the offering of
securities other than Common Stock) or (ii) there is filed with the Commission
any document incorporated by reference into the Prospectus (other than a Current
Report on Form 8-K, unless the Agent shall otherwise reasonably request), the
Company shall furnish or cause to be furnished to the Agent forthwith a
certificate dated the date of filing with the Commission of such amendment,
supplement or other document, the date of effectiveness of amendment, as the
case may be, in form satisfactory to the Agent to the effect that the statements
contained in the certificate referred to in Section 5(g) hereof which were last
furnished to the Agent are true and correct at the time of such amendment,
supplement, filing, 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 said Section 5(g), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate.
(l) Each time that (i) the Registration Statement or the Prospectus is
amended or supplemented (other than a supplement filed pursuant to Rule 424(b)
under the Act that contains solely the information set forth in the final
paragraph of Section 3 of this Agreement or relating solely to the offering of
securities other than Common Stock) or (ii) there is filed with the Commission
any document incorporated by reference into the Prospectus (other than a Current
Report on Form 8-K, unless the Agent shall otherwise reasonably request), the
Company shall furnish or cause to be furnished forthwith to the Agent and to
counsel to the Agent the written opinions of Michael A. McGrail, Esq., Senior
Counsel of the Company, and Simpson Thacher & Bartlett, counsel to the Company
("Company Counsel"), or other counsel satisfactory to the Agent, dated the date
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of filing with the Commission of such amendment, supplement or other document
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and the date of effectiveness of such amendment, as the case may be, in form and
substance satisfactory to the Agent, of the same tenor as the opinions referred
to in Sections 5(d) and 5(e) 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 opinion.
(m) Each time that the Registration Statement or the Prospectus shall be
amended or supplemented to include additional amended financial information or
there is filed with the Commission any document incorporated by reference into
the Prospectus which contains additional amended financial information, the
Company shall cause PricewaterhouseCoopers LLP, or other independent accountants
satisfactory to the Agent, forthwith to furnish the Agent a letter, dated the
date of effectiveness of such amendment, or the date of filing of such
supplement or other document with the Commission, as the case may be, in form
satisfactory to the Agent, of the same tenor and the letter referred to in
Section 5(f) hereof but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter.
(n) The Company hereby consents to the Agent trading in the Company's
Common Stock for its own account on the same side of the market and at the same
time as the Company's sales pursuant to this Agreement.
(o) The Company will not, directly or indirectly, (i) take any action
designed to cause or result in, or that constitutes or might reasonably be
expected to constitute, the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Shares or (ii)
sell, bid for, purchase, or pay anyone any compensation for soliciting purchases
of the Shares or pay or agree to pay any person any compensation for soliciting
another to purchase any other securities of the Company (except for the sale of
Shares under this Agreement).
SECTION 5. Conditions of Agent's Obligations. The obligations of the
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Agent to sell the Shares as provided herein shall be subject to the accuracy, as
of the date hereof and as of each Closing Date, of the representations and
warranties of the Company herein, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been instituted or, to the
knowledge of the Company, threatened by the Commission.
(b) Except as contemplated in the Prospectus, subsequent to the respective
dates as of which information is given in the Registration Statement and the
Prospectus,
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there shall not have been any material change, on a consolidated basis, in the
capital stock of the Company and its subsidiaries, or any material adverse
change in the condition (financial or other), business, prospects, net worth or
results of operations of the Company and its subsidiaries.
(c) The Agent shall have received on the date hereof and at every other
date specified in Section 4(1) hereof, opinions of Michael A. McGrail, Senior
Counsel of the Company or such other Counsel satisfactory to the Agent, dated as
of such dates, respectively, 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 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 his authority, have been
reviewed by him and, as to matters of law and legal conclusions, are
correct;
(iii) 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;
(iv) This Agreement has been duly authorized, executed and delivered
by the Company;
(v) All legally required proceedings in connection with the
authorization and issue of the Shares and the sale of the Shares by the
Company in the manner set forth herein, have been had and remain in effect,
and all requisite action of public boards or bodies (other than in
connection or in compliance with the provisions of the securities or blue
sky laws of any jurisdiction) as may be legally required with respect to
all or any of such matters or related thereto has been taken and remains in
effect, and the Company is exempt from the provisions
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of the Public Utility Holding Company Act of 1935 applicable to it as a
holding company and with respect to such authorization, issue and sale;
(vi) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;
(vii) The shares of Common Stock outstanding prior to the issuance of
the Shares have been duly authorized and are validly issued, fully paid and
non-assessable and are not subject to any preemptive or similar rights; and
(viii) The Shares have been duly authorized and conform to the
description thereof contained in the Prospectus, and, when issued and
delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares will
not be subject to any preemptive or similar rights.
(d) The Agent shall have received on the date hereof and at every other
date specified in Section 4(1) hereof, opinions of Company Counsel, dated as of
such dates, respectively, to the effect that:
(i) The Shares have been duly authorized and conform in all
material respects to the description thereof contained in the Prospectus,
and, when issued and delivered in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar
rights under Federal or New York law or the Company's certificate of
incorporation or by-laws;
(ii) The Registration Statement has become effective under the Act
and the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such opinion on the date specified
therein, 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 proceeding for that purpose have been
instituted or are pending or contemplated under the Act, and the
Registration Statement, as of its effective date, and any amendment or
supplement thereto, as of its date, and the Prospectus, as of the date of
this Agreement, complied as to form in all material respects with the
requirements of the Act and the Rules and 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 such amendment or supplement,
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, as of the date of this Agreement and
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as of the Closing Date, 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 data
contained or incorporated by reference in the Registration Statement or the
Prospectus;
(iii) This Agreement has been duly authorized, executed and
delivered by the Company ;
(iv) No approval, authorization, consent or other order of any
public board or body of the United States is legally required for the
authorization of the issuance and sale of the Shares; and
(v) The statements made in the Prospectus under the caption
"Description of Capital Stock", insofar as they purport to constitute
summaries of the terms of the Company's Common Stock (including the
Shares), constitute accurate summaries of the terms of such Common Stock in
all material respects.
In rendering such opinion, Simpson Thacher & Bartlett may rely as to
matters governed by Pennsylvania law upon the opinion of Michael A. McGrail,
Esq. or such other counsel referred to in paragraph (d) above. The opinion of
Simpson Thacher & Bartlett shall be rendered to you at the request of the
Company and shall so state therein.
(e) On the date hereof and at such other dates specified in Section 4(m)
hereof, the Agent shall have received a letter from PricewaterhouseCoopers LLP,
independent public accountants for the Company, or other independent accountants
satisfactory to the Agent, in form and substance satisfactory to the Agent, to
the effect that:
(i) They are independent accountants with respect to the Company
and its subsidiaries within the meaning of the Act and the Rules and
Regulations;
(ii) In their opinion, the consolidated financial statements of the
Company 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 Act and the Exchange Act
and the published rules and regulations thereunder with respect to
registration statements on Form S-3;
(iii) On the basis of procedures (but not an audit in accordance
with generally accepted auditing standards) consisting of:
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<PAGE>
(A) Reading the minutes of meetings of the shareowners
and the Boards of Directors of the Company and its 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; and
(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
Company'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 Company's Form 10-Q
incorporated by reference in the Registration Statement;
(ii) Making inquiries of certain officials of the Company
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 Exchange 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 Company
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
-14-
<PAGE>
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 Act and the Exchange 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 the date of the latest available month end,
there was any change in the common equity; (iv) 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 common stock or preferred stock
(with or without sinking fund requirements) (except for changes in
shares of certain series of preferred stock of a subsidiary of the
Company redeemed for, purchased or otherwise retired in anticipation
of, sinking fund requirements for such series or as a result of the
surrender by the Company of any preferred stock of PP&L, Inc.
theretofore purchased by the Company) or increase in long-term debt of
the Company and subsidiaries consolidated as compared with amounts
shown in the latest balance sheet incorporated by reference in the
Registration Statement; or (v) 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 Annex I 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 Company'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.
(f) The Agent shall have received from the Company a certificate signed
by the President, a Vice President or a financial or accounting officer of the
Company, dated as of the date hereof and dated as of each Certificate Date
contemplated by this
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<PAGE>
Agreement to the effect that, to the best of his or her knowledge based upon
reasonable investigation:
(i) The representations and warranties of the Company in this
Agreement are true and correct (except for immaterial details), as of the
date hereof or the Certificate Date, and the Company has complied with all
the agreements and satisfied all the conditions on its part to be performed
or satisfied at or prior to the date hereof and each such Certificate Date
(as the case may be);
(ii) No stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceeding for that purpose has been
instituted or, to the knowledge of such officer after due inquiry, is
threatened, by the Commission; and
(iii) The Company and its subsidiaries have not sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material adverse change in the financial
condition or results of operations of the Company and its subsidiaries
considered as one enterprise except as set forth or contemplated in the
Registration Statement or Prospectus or as described in such certificate.
(g) The Shares shall have been authorized for listing, subject to notice
of issuance, on the New York Stock Exchange.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to the Agent. The Company will furnish the Agent with such conformed
copies of such opinions, certificates, letters and other documents as the Agent
shall reasonably request.
SECTION 6. Indemnification and Contribution.
--------------------------------
(a) The Company agrees to indemnify and hold harmless the Agent, the
directors, officers, employees and agents of the Agent and each person, if any,
who controls the Agent within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, from and against any and all losses, claims, liabilities,
expenses and damages (including any reasonable expenses incurred in
investigating or defending such claim asserted), as and when incurred, to which
the Agent, or any such person, may become subject under the Act, the Exchange
Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on (i) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus, the
Registration Statement or the Prospectus or any amendment or supplement to the
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<PAGE>
Registration Statement or the Prospectus, or (ii) the omission or alleged
omission to state in such document a material fact required to be stated in it
or necessary to make the statements in it not misleading; provided that this
indemnity agreement shall not apply to the extent that such loss, claim,
liability, expense or damage arises from or is based on an untrue statement or
omission or alleged untrue statement or omission made in reliance on and in
conformity with information relating to the Agent furnished in writing to the
Company by the Agent expressly for inclusion in any document described in clause
(a)(i) above.
(b) The Agent agrees to indemnify and hold harmless the Company and its
directors and each officer of the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendments thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information relating to the Agent furnished to the Company by the Agent
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).
(c) Any party that proposes to assert the right to be indemnified under
this Section 6 will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 6, notify each such
indemnifying party in writing of the commencement of such action, enclosing a
copy of all papers served, but the omission so to notify such indemnifying party
will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 6 and (ii) any
liability that it may have to any indemnified party under the foregoing
provision of this Section 6 unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the indemnifying
party. If any such action is brought against any indemnified party and it
notifies the indemnifying party of its commencement, the indemnifying party will
be entitled to participate in and, to the extent that it elects by delivering
written notice to the indemnified party promptly after receiving notice of the
commencement of the action from the indemnified party, jointly with any other
indemnifying party similarly notified, to assume the defense of the action, with
counsel reasonably satisfactory to the indemnified party. The indemnified party
will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such
indemnified party unless (1) the indemnified party and the indemnifying party
mutually agree to the retention of such counsel, or (2) the indemnified party
has reasonably concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that
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<PAGE>
are different from or in addition to those available to the indemnifying party,
in each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges
will be reimbursed by the indemnifying party promptly as they are incurred. An
indemnifying party will not be liable for any settlement of any action or claim
effected without its written consent (which consent will not be unreasonably
withheld), but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
each indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to
the matters contemplated by this Section 6 (whether or not any indemnified party
is a party thereto), unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising or
that may arise out of such claim, action or proceeding.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 6 is applicable in accordance with its terms but for
any reason is held to be unavailable from the Company or the Agent, the Company
and the Agent will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution
received by the Company from persons other than the Agent, such as persons who
control the Company within the meaning of the Act, officers of the Company who
signed the Registration Statement and directors of the Company, who also may be
liable for contribution) to which the Company and any one or more of the Agent
may be subject in such proportion as shall be appropriate to reflect the
relative benefits received by the Company on the one hand and the Agent on the
other. The relative benefits received by the Company on the one hand and the
Agent on the other hand shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting
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<PAGE>
expenses) received by the Company bear to the total compensation (before
deducting expenses) received by the Agent from the sale of Shares on behalf of
the Company. If, but only if, the allocation provided by the foregoing sentence
is not permitted by applicable law, the allocation of contribution shall be made
in such proportion as is appropriate to reflect not only the relative benefits
referred to in the foregoing sentence but also the relative fault of the
Company, on the one hand, and the Agent, on the other, with respect to the
statements or omission which resulted in such loss, claim, liability, expense or
damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Agent, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Agent agree that it
would not be just and equitable if contributions pursuant to this Section 6(d)
were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, liability, expense or damage, or action in respect
thereof, referred to above in this Section 6(d) shall be deemed to include, for
the purpose of this Section 6(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the foregoing provisions of this
Section 6(d), the Agent shall not be required to contribute any amount in excess
of the commissions received by it under the Agreement, or any amount in excess
of the amount by which the total actual sales price at which Shares sold by the
Agent exceeds the amount of any damages that the Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission, and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6(d), any person who controls a
party to this Agreement within the meaning of the Act, and any officers,
directors, employees or agents of the Agent, will have the same rights to
contribution as that party, and each officer of the Company who signed the
Registration Statement will have the same rights to contribution as the Company,
subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made
under this Section 6(d), will notify any such party or parties from whom
contribution may be sought, but the omission so to notify will not relieve that
party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 6(d). Except for a settlement entered
into pursuant to the last sentence of Section 6(c) hereof, no party will be
liable for contribution with respect to any action or claim settled without its
written consent (which consent will not be unreasonably withheld).
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<PAGE>
(e) The indemnity and contribution agreements contained in this Section 6
and the representations and warranties of the Company contained in this
Agreement shall remain operative and in full force and effect regardless of (i)
any investigation made by or on behalf of the Agent, (ii) acceptance of the
Shares and payment therefore or (iii) any termination of this Agreement.
SECTION 7. Representations and Agreements to Survive Delivery. All
--------------------------------------------------
representations, warranties and agreements of the Company herein or in
certificates delivered pursuant hereto, and the agreements of the Agent
contained in Section 6 hereof, shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Agent or any
controlling persons, or the Company (or any of their officers, directors or
controlling persons), and shall survive delivery of and payment for the Shares.
SECTION 8. Termination.
-----------
(a) The Agent shall have the right by giving notice as hereinafter
specified at any time at or prior to any Closing Date, to terminate this
Agreement if (i) any material adverse change, or any development that has
actually occurred and that is reasonably expected to cause material adverse
change, in the business, financial condition or results of operations of the
Company and its subsidiaries has occurred which, in the judgment of such Agent,
materially impairs the investment quality of the Shares, (ii) any suspension or
limitation of trading in the Shares or in securities generally on the NYSE, or
any setting of minimum prices for trading of the Shares or in securities
generally on such exchange, shall have occurred, (ii) any banking moratorium
shall have been declared by Federal or New York authorities or (iii) an outbreak
or material escalation of major hostilities in which the United States is
involved, a declaration of war by Congress, any other substantial national or
international calamity or any other event or occurrence of a similar character
shall have occurred since the execution of this Agreement that, in the judgment
of the Agent, makes it impractical or inadvisable to proceed with the completion
of the sale of and payment for the Shares to be sold by the Agent on behalf of
the Company. Any such termination shall be without liability of any party to
any other party except that the provisions of Section 4(g), Section 6 and
Section 7 hereof shall remain in full force and effect notwithstanding such
termination. If the Agent elects to terminate this Agreement as provided in
this Section, the Agent shall provide the required notice as specified herein.
(b) The Company shall have the right, by giving notice as hereinafter
specified, to terminate this Agreement in its sole discretion at any time. Any
such termination shall be without liability of any party to any other party
except that the provisions of Section 4(g), Section 6 and Section 7 hereof shall
remain in full force and effect notwithstanding such termination.
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<PAGE>
(c) The Agent shall have the right, by giving notice as hereinafter
specified, to terminate this Agreement in its sole discretion at any time. Any
such termination shall be without liability of any party to any other party
except that the provisions of Section 4(g), Section 6 and Section 7 hereof shall
remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated
pursuant to Sections 8(a), (b) or (c) above or otherwise by mutual agreement of
the parties; provided that any such termination by mutual agreement shall in all
cases be deemed to provide that Section 4(g), Section 6 and Section 7 shall
remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date
specified in such notice of termination; provided that such termination shall
not be effective until the close of business on the date of receipt of such by
the Agent or the Company, as the case may be.
If such termination shall occur prior to the Closing Date for any sale of
Shares, such Shares shall settle in accordance with the provisions of the second
to last paragraph of Section 3 hereof.
SECTION 9. Notices. All notices or communications hereunder shall be in
-------
writing and if sent to the Agent shall be mailed, delivered, telexed or
telecopied and confirmed to the Agent at UBS Warburg LLC, 1285 Avenue of the
Americas, New York, New York 10019, telecopy no. (212) 713-1054, Integrated
Resources & Power Group, Attention: Carl DeMuth, or if sent to the Company,
shall be mailed, delivered, telexed or telecopied and confirmed to the Company
at Two North Ninth Street, Allentown, Pennsylvania 18101, attention: Treasurer.
Each party to this Agreement may change such address for notices by sending to
the parties to this Agreement written notice of a new address for such purpose.
SECTION 10. Parties. This Agreement shall inure to the benefit of and be
-------
binding upon the Company and the Agent and their respective successors and the
controlling persons, officers and directors referred to in Section 6 hereof, and
no other person will have any right or obligation hereunder.
SECTION 11. Adjustments for Stock Splits. The parties acknowledge and
----------------------------
agree that all share related numbers contained in this Agreement (including,
without limitation, the Maximum Amount) shall be adjusted to take into account
any stock split effected with respect to the Shares.
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<PAGE>
SECTION 12. Entire Agreement. This Agreement constitutes the entire
----------------
agreement and supersedes all other prior and contemporaneous agreements and
undertakings, both written and oral, among the parties hereto with regard to the
subject matter hereof.
SECTION 13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
--------------
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 14. Waiver of Jury Trial. The Company and the Agent each hereby
--------------------
irrevocably waive any right they may have to a trial by jury in respect of any
claim based upon or arising out of this agreement or any transaction
contemplated hereby.
SECTION 15. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
If the foregoing correctly sets forth the understanding between the Company
and the Agent, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company
and the Agent. Alternatively, the execution of this Agreement by the Company and
its acceptance by or on behalf of the Agent may be evidenced by an exchange of
telegraphic or other written communications.
Very truly yours.
PPL CORPORATION
By:/s/ James E. Abel
--------------------------------------
Name: James E. Abel
Title: VP, Finance & Treasurer
ACCEPTED as of the date
first above written
UBS WARBURG LLC
By:/s/ Scott T. DeGhetto
------------------------------
Name: Scott T. DeGhetto
Title: Executive Director
<PAGE>
ANNEX I
-------
Additional Matters to be Included
in Accountants' Comfort Letter Pursuant to
Section 5(e) of Sales Agency Agreement
--------------------------------------
Prospectus Caption Items
------------------ -----
"Ratio of Earnings to Fixed "Ratio of Earnings to Fixed Charges"
Charges" and supporting calculations shown on
Exhibit 12.1 to the Registration
Statement
Form 10-K or 10-Q Caption Items
------------------------- -----
"REVIEW OF THE Changes in total operating revenues
FINANCIAL CONDITION
AND RESULTS OF
OPERATIONS OF PPL
CORPORATION AND PPL" __
"Operating Revenues"
(or similar caption)
"REVIEW OF THE The Company's actual construction
FINANCIAL CONDITION expenditures during the year ended
AND RESULTS OF [last year ended] and [prior year ended]
OPERATIONS OF PPL
CORPORATION AND PPL" __
"Capital Expenditure
Requirements"
(or similar caption)
"SELECTED FINANCIAL The Company's times interest earned
AND OPERATING DATA OF before income taxes for [last year
PPL CORPORATION AND ended] and [prior year ended]
PPL" __
"Financial Ratios"
(or similar caption)
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