EXHIBIT 4.12
PPL CORPORATION
PPL CAPITAL FUNDING, [INC.] or
[TRUST II]
[PPL Capital Funding Trust II
% Preferred Securities Due
]
[PPL Capital Funding, Inc.
% Deferrable Notes Due
]
[Guaranteed as to payment of
principal,
premium, if any, and interest
by
PPL Corporation]
REMARKETING
AGREEMENT
[Date]
[Remarketing Agent]
_________________
_________________
Ladies and Gentlemen:
(the “Remarketing
Agent”) is undertaking to remarket the [
% Deferrable Notes due
(the “Securities”), issued by PPL Capital Funding,
Inc., a Delaware corporation (“Capital Funding”), and
unconditionally guaranteed as to payment of principal, premium, if
any, and interest by PPL Corporation, a Pennsylvania corporation
(the “Company”), pursuant to the Indenture, dated as of
, among Capital Funding, the Company and
, as trustee (the “Indenture Trustee”) as amended and
supplemented by the First Supplemental Indenture to the Indenture,
dated
, relating to the Notes (as amended or supplemented, the
“Indenture”).] [
% Preferred Securities due
(the “Securities”), issued by PPL Capital Funding Trust
II (the “Trust”), pursuant to an Amended and Restated
Trust Agreement (the “Trust Agreement”), dated as of
, by and among
, [Describe Notes for Preferred Securities]]
The Remarketing (as defined below)
of the Securities is provided for in [an Officer’s
Certificate relating to and establishing certain terms of the Notes
(the “Officer’s Certificate”).] [the Trust
Agreement, the Pledge Agreement and the Purchase Contract Agreement
(as defined below).]
[If a liquidation and dissolution of
the Trust shall have occurred prior to the Purchase Contract
Settlement Date and the Notes have been distributed to the holders
of the Preferred Securities all references herein to
“Preferred Securities” shall instead be references to
“Notes”
and references to “Remarketed Preferred
Securities” shall mean “Remarketed Notes”, unless
the context otherwise requires.]
Section 1. Definitions.
(a) Capitalized terms used and not
defined in this Agreement shall have the meanings set forth in the
Purchase Contract Agreement, dated as of
(the “Purchase Contract Agreement”), between the
Company and JPMorgan Chase Bank, a New York banking corporation, as
Purchase Contract Agent and Trustee (the “Purchase Contract
Agent”), or in the Officer’s Certificate, as the case
may be.
(b) As used in this Agreement, the
following terms have the following meanings:
“Remarketed Securities”
means the Securities subject to the Remarketing, as identified to
the Remarketing Agent by the Purchase Contract Agent after 11:00
a.m. on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date;
“Remarketing” means the
remarketing of the Remarketed Securities pursuant to the
Remarketing Procedures; and
“Remarketing Procedures”
means the procedures in connection with the Remarketing of the
Securities described in [the Officer’s Certificate;] [Trust
Agreement, other Preferred Security Documents]
“Subsidiary” has the
meaning set forth in Rule 405 under the Securities Act.
Section 2. Appointment and Obligations of the
Remarketing Agent.
(a) The Company and [Capital
Funding] [the Trust] hereby appoint
as exclusive remarketing agent (the “Remarketing
Agent”), and
hereby (1) accepts appointment as Remarketing Agent, for the
purpose of (A) Remarketing Remarketed Securities on behalf of the
holders thereof and (B) performing such other duties as are
assigned to the Remarketing Agent in the Remarketing Procedures,
all in accordance with and pursuant to the Remarketing Procedures,
and (2) accepts and will perform all obligations of the Remarketing
Agreement set forth in the [Trust Agreement,] [Officers’
Certificate,] the Pledge Agreement and the Purchase Contract
Agreement.
(b) The Remarketing Agent agrees to
(1) use reasonable efforts to remarket the Remarketed Securities
tendered or deemed tendered to the Remarketing Agent in the
Remarketing, (2) notify the Company promptly of the Reset Rate and
(3) carry out such other duties as are assigned to the Remarketing
Agent in the Remarketing Procedures, all in accordance with the
provisions of the Remarketing Procedures.
(c) On the third Business Day
immediately preceding the Purchase Contract Settlement Date (the
“Remarketing Date”), the Remarketing Agent shall use
reasonable efforts to remarket, at a price at least equal to
[100.25%] of the Stated Amount, the Remarketed Securities tendered
or deemed tendered for purchase.
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(d) If, as a result of the efforts
described in Section 2(b), the Remarketing Agent determines that it
will be able to remarket all Remarketed Securities tendered or
deemed tendered for purchase at a price at least equal to [100.25%]
of the Stated Amount prior to 4:00 p.m. (New York City time) on the
Remarketing Date, the Remarketing Agent shall set the Reset Rate at
a rate per annum (rounded to the nearest one-thousandth of one
percent per annum) that the Remarketing Agent determines to be the
lowest rate per annum that will enable it to remarket all of the
Remarketed Securities tendered or deemed tendered for purchase at a
price equal to [100.25%] of the Stated Amount.
(e) upon receipt of the proceeds
from the Remarketing, the Remarketing Agent shall:
(1) retain [25 basis points (.25%)]
of the Stated Amount for the performance of its services as
Remarketing Agent hereunder; and
(2) remit to the Collateral Agent
all excess proceeds of the Remarketed Securities subject to the
Pledge Agreement.
(f) If none of the holders of
Remarketed Notes elects to have Remarketed Securities remarketed in
the Remarketing, the Remarketing Agent shall determine the rate
that would have been established had a Remarketing been held on the
Remarketing Date, and such rate shall be the Reset Rate.
(g) If, by 4:00 p.m. (New York City
time) on the Remarketing Date, the Remarketing Agent is unable to
remarket all Remarketed Securities tendered or deemed tendered for
purchase, a failed Remarketing (“Failed Remarketing”)
shall be deemed to have occurred, and the Remarketing Agent shall
so advise by telephone DTC, the Indenture Trustee and the Company.
In the event of a Failed Remarketing, the Reset Rate shall equal
the Two-Year Benchmark Treasury rate plus the Applicable
Margin.
(h) Provided that there has not been
a Failed Remarketing, by approximately 4:30 p.m. (New York City
time) on the Remarketing Date, the Remarketing Agent shall advise,
by telephone:
(1) DTC, the [, Property Trustee,
the] Indenture Trustee and the Company of the Reset Rate determined
in the Remarketing and the number of Remarketed Securities sold in
the Remarketing;
(2) each purchaser (or the
Depositary Participant thereof) of Remarketed Securities of the
Reset Rate and the number of Remarketed Securities such purchaser
is to purchase; and
(3) each purchaser to give
instructions to the Depositary Participant to pay the purchase
price on the Purchase Contract Settlement Date in same day funds
against delivery of the Remarketed Securities purchased through the
facilities of DTC.
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Section 3. Representations and Warranties of
the Company and [Capital Funding] [the Trust].
The Company represents and warrants
(i) on and as of the date hereof, (ii) on and as of the date the
Prospectus Supplement or other Remarketing Materials (each as
defined in Section 3(a) below) are first distributed in connection
with the Remarketing (the “Commencement Date”), (iii)
on and as of the Remarketing Date, and (iv) on and as of the
Purchase Contract Settlement Date that:
(a) The conditions for use of Form
S-3, as set forth in the General Instructions thereto, have been
satisfied.
(b) A registration statement on Form
S-3 (File No.
) and an amendment or amendments thereto with respect to the
initial offering of the Notes has (i) been prepared by the Company
in conformity with the requirements of the Securities Act of 1933,
as amended (the “Securities Act”), and the rules and
regulations (the “Rules and Regulations”) of the
Securities and Exchange Commission (the “Commission”)
thereunder; (ii) been filed with the Commission under the
Securities Act, and (iii) become effective under the Securities
Act; a registration statement on Form S-3, if required to be filed
in connection with the Remarketing also may be prepared by the
Company in conformity with the requirements of the Securities Act
and the Rules and Regulations and filed with the Commission under
the Securities Act; and the Indenture has been qualified under the
Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”). Copies of such registration statement or registration
statements that have become effective and the amendment or
amendments to such registration statements have been delivered by
the Company to you.
As used in this Agreement,
“Effective Time” means the date and time as of which
the last of such registration statements that have become effective
or may be filed, or the most recent post-effective amendment
thereto, if any, was declared effective by the
Commission;
“Effective Date” means
the date of the Effective Time of such last registration
statement;
“Preliminary Prospectus”
means each prospectus included in such last registration statement,
or amendment thereto, before it became effective under the
Securities Act and any prospectus filed by the Company with your
consent pursuant to Rule 424(a) of the Rules and
Regulations;
“Registration Statement”
means such last registration statement, as amended at its Effective
Time, including documents incorporated by reference therein at such
time and, if applicable, all information contained in the final
prospectus filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations, including any information deemed to be part
of such Registration Statement as of the Effective Time pursuant to
paragraph (b) of Rule 430A of the Rules and Regulations;
and
“Prospectus” means such
final prospectus, as first filed pursuant to Rule 424(b) of the
Rules and Regulations.
Reference made herein to any
Preliminary Prospectus, the Prospectus or any other information
furnished by the Company to the Remarketing Agent for distribution
to investors in connection with the Remarketing (the
“Remarketing Materials”) shall be deemed to refer to
and include any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under
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the Securities Act as of the date of such
Preliminary Prospectus or the Prospectus, as the case may be, or,
in the case of Remarketing Materials, referred to as incorporated
by reference therein, and any reference to any amendment or
supplement to any Preliminary Prospectus, the Prospectus or the
Remarketing Materials shall be deemed to refer to and include any
document filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of such
Preliminary Prospectus or the Prospectus incorporated by reference
therein pursuant to Item 12 of Form S-3 or, if so incorporated, the
Remarketing Materials, as the case may be; and any reference to any
amendment to the Registration Statement shall be deemed to include
any annual report of the Company filed with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act after the Effective
Time that is incorporated by reference in the Registration
Statement.
(c) The Commission has not issued an
order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Prospectus or the
Remarketing Materials.
(d) The Registration Statement, as
of the Effective Date, conformed (and the Prospectus and any
further amendments or supplements to the Registration Statement or
the Prospectus, when they become effective or are filed with the
Commission, as the case may be, will conform) in all respects to
the requirements of the Securities Act and the Rules and
Regulations, and the Registration Statement, the Prospectus and the
Remarketing Materials do not and will not, as of the Effective Date
(as to the Registration Statement and any amendment thereto), as of
the applicable filing date (as to the Prospectus and any amendment
or supplement thereto) and as of the Commencement Date, Remarketing
Date and Purchase Contract Settlement Date (as to any Remarketing
Materials) contain any 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 that no
representation and warranty is made as to the statement of
eligibility and qualification on Form T-1 of the Indenture Trustee
under the Trust Indenture Act, or as to information contained in or
omitted from the Registration Statement, the Prospectus or the
Remarketing Materials in reliance upon and in conformity with
written information furnished to the Company by the Remarketing
Agent specifically for inclusion therein. The Indenture conforms in
all material respects to the requirements of the Trust Indenture
Act and the applicable rules and regulations thereunder.
(e) The documents incorporated by
reference in the Prospectus, when they became effective or were
filed with the Commission, as the case may be, conformed in all
material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained any
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so
filed and incorporated by reference in the Prospectus, when such
documents become effective or are filed with Commission, as the
case may be, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder and will not contain any 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.
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(f) Subsequent to the date of the
latest consolidated financial statements included or incorporated
by reference in the Prospectus or in any Remarketing Materials,
there has not been any material adverse change in the financial
position or results of operations of the Company and its
subsidiaries taken as a whole, except in each case as set forth in
or contemplated by the Prospectus or any Remarketing
Materials.
(g) The certificate delivered
pursuant to paragraph (e) of Section 6 hereof in connection with
the issuance and sale of the Remarketed Notes was on the dates on
which it was delivered, or will be on the dates on which it is to
be delivered, in all material respects true and
complete.
[Capital Funding or Trust
Representations, as Applicable]
Section 4. Fees.
For the performance of its services
as Remarketing Agent hereunder, the Remarketing Agent shall retain
from the proceeds of the Remarketing an amount equal to [25 basis
points (.25%)] of the [$25] Stated Amount of the Remarketed
Securities.
Section 5. Covenants of the Company and
[Capital Funding] [the Trust].
Each of the Company and [Capital
Funding] [the Trust] covenant and agree as follows:
(a) (1) To prepare any registration
statement or prospectus, if required, in connection with the
Remarketing, in a form approved by the Remarketing Agent and to
file any such prospectus pursuant to the Securities Act within the
period required by the Rules and Regulations;
(2) to advise the Remarketing Agent,
promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish the Remarketing Agent with
copies thereof;
(3) to file promptly all reports and
any definitive proxy or information statements required to be filed
by it with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Remarketed
Securities;
(4) to advise the Remarketing Agent,
promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of the Prospectus, of the suspension of the
qualification of any of the Remarketed Securities for offering or
sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information, and, in
the event of the issuance of any stop order or of any order
preventing or suspending the use of any Prospectus or suspending
any such qualification, to use promptly its best efforts to obtain
its withdrawal.
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(b) To furnish promptly to the
Remarketing Agent and to counsel to the Remarketing Agent a signed
copy (or true conformed copy) of the Registration Statement as
originally filed with the Commission, and each amendment thereto
filed with the Commission, including all consents and exhibits
filed therewith.
(c) To furnish the Remarketing Agent
in New York City such number of the following documents as the
Remarketing Agent shall request (i) conformed copies of the
Registration
