<PAGE>
EXHIBIT 10.1
$201,000,000
PPL CAPITAL FUNDING, INC.
4.33% NOTES SERIES A DUE 2009
UNCONDITIONALLY GUARANTEED AS TO PAYMENT BY
PPL CORPORATION
REGISTRATION RIGHTS AGREEMENT
February 26, 2004
Wachovia Capital Markets, LLC,
Banc One Capital Markets, Inc.,
J.P. Morgan Securities Inc.,
as
Representatives of the several Initial Purchasers,
c/o Wachovia
Capital Markets, LLC,
One Wachovia Center,
301 South College Street, TW-7,
Charlotte, North Carolina 28288.
Ladies and Gentlemen:
PPL Capital Funding, Inc., a corporation organized under the laws
of
the State of Delaware (the "COMPANY"),
proposes to issue and sell to Wachovia
Capital Markets, LLC, Banc One Capital
Markets, Inc., J.P. Morgan Securities
Inc., Scotia Capital (USA) Inc. and TD
Securities (USA) Inc. (collectively, the
"INITIAL PURCHASERS"), upon the terms set
forth in a purchase and exchange
agreement of even date herewith (the
"PURCHASE AND EXCHANGE AGREEMENT"),
$201,000,000 aggregate principal amount of
its 4.33% Notes Series A Due 2009
(the "INITIAL NOTES"), unconditionally
guaranteed (the "INITIAL GUARANTEES" and,
collectively with Initial Notes, the
"INITIAL SECURITIES") as to payment by PPL
Corporation, a corporation organized under
the laws of the Commonwealth of
Pennsylvania (the "GUARANTOR"). The Initial
Securities will be issued pursuant
to an indenture, dated as of February 26,
2004 (the "INDENTURE"), among the
Company, the Guarantor and JPMorgan Chase
Bank, as trustee (the "TRUSTEE"). As
an
<PAGE>
inducement to the Initial Purchasers to
enter into the Purchase and Exchange
Agreement and in satisfaction of a
condition to the obligations of the Initial
Purchasers thereunder, the Company and the
Guarantor agree with the Initial
Purchasers, for the benefit of the Initial
Purchasers and the holders of the
Securities (as defined below) (collectively
the "HOLDERS"), as follows:
1.
Registered Exchange Offer. Unless not permitted by applicable
law (after the Company and the Guarantor
have complied with the ultimate
paragraph of this Section 1), the Company
and the Guarantor shall prepare and,
not later than 90 days (such 90th day being
a "FILING DEADLINE") after the date
on which the Initial Purchasers purchase
the Initial Securities pursuant to the
Purchase and Exchange Agreement (the
"CLOSING DATE"), file with the Securities
and Exchange Commission (the "COMMISSION"),
a registration statement (the
"EXCHANGE OFFER REGISTRATION STATEMENT") on
an appropriate form under the
Securities Act of 1933, as amended (the
"SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE
OFFER") to the Holders of Transfer
Restricted Securities (as defined below),
who are not prohibited by any law or
policy of the Commission from participating
in the Registered Exchange Offer, to
issue and deliver to such Holders, in
exchange for the Initial Securities, a
like aggregate principal amount of debt
securities of the Company issued under
the Indenture, guaranteed by the Guarantor,
identical in all material respects
to the Initial Securities, except for the
transfer restrictions relating to the
Initial Securities, and registered under
the Securities Act (the "EXCHANGE
SECURITIES"). The Company and the Guarantor
shall use their reasonable best
efforts to (i) cause such Exchange Offer
Registration Statement to become
effective under the Securities Act within
240 days after the Closing Date (such
240th day being an "EFFECTIVENESS
DEADLINE") and (ii) keep the Exchange Offer
Registration Statement effective for not
less than 30 days (or longer, if
required by applicable law) after the date
notice of the Registered Exchange
Offer is mailed to the Holders (such period
being called the "EXCHANGE OFFER
REGISTRATION PERIOD").
If the Company and the Guarantor commence the Registered
Exchange
Offer, the Company and the Guarantor (i)
will be entitled to consummate the
Registered Exchange Offer 30 days after
such commencement (provided that the
Company and the Guarantor have accepted all
the Initial Securities theretofore
validly tendered in accordance with the
terms of the Registered Exchange Offer)
and (ii) will use their reasonable best
efforts to consummate the Registered
Exchange Offer no later than 40 days after
the date that the Exchange Offer
Registration Statement is declared
effective (such 40th day being the
"CONSUMMATION DEADLINE").
Upon the effectiveness of the Exchange Offer Registration
Statement,
the Company and the Guarantor shall
promptly commence the Registered Exchange
Offer, it being the objective of such
Registered Exchange Offer to enable each
Holder of Transfer Restricted Securities
electing to exchange the Initial
Securities for Exchange Securities (a) to
make such exchange (assuming that such
Holder (i) is not an affiliate of the
Company or the Guarantor within the
meaning of the Securities Act, (ii)
acquires the Exchange Securities in the
ordinary course of such Holder's business,
(iii) has no
2
<PAGE>
arrangements or understandings with any
person to participate in the
distribution of the Exchange Securities and
(iv) is not prohibited by any law or
policy of the Commission from participating
in the Registered Exchange Offer)
and (b) to trade such Exchange Securities
from and after their receipt without
any limitations or restrictions under the
Securities Act and without material
restrictions under the securities laws of
the several states of the United
States.
The Company, the
Guarantor, the Initial Purchasers and each Exchanging
Dealer (as defined below) acknowledge that,
pursuant to current interpretations
by the Commission's staff of Section 5 of
the Securities Act, in the absence of
an applicable exemption therefrom, (i) each
Holder which is a broker-dealer
electing to exchange Initial Securities,
acquired for its own account as a
result of market making activities or other
trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is
required to deliver a prospectus
containing the information substantially in
the form set forth in (a) Annex A
hereto on the cover, (b) Annex B hereto in
the "Exchange Offer Procedures"
section and the "Purpose of the Exchange
Offer" section, and (c) Annex C hereto
in the "Plan of Distribution" section of
such prospectus in connection with a
sale of any such Exchange Securities
received by such Exchanging Dealer pursuant
to the Registered Exchange Offer and (ii)
an Initial Purchaser that elects to
sell Securities (as defined below) acquired
in exchange for Initial Securities
constituting any portion of an unsold
allotment, is required to deliver a
prospectus containing the information
required by Items 507 or 508 of Regulation
S-K under the Securities Act, as
applicable, in connection with such sale.
"TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
date
on which such Security has been exchanged
by a person for a freely transferable
Exchange Security in the Registered
Exchange Offer, (ii) following the exchange
by a broker-dealer in the Registered
Exchange Offer of an Initial Security for
an Exchange Security, the date on which
such Exchange Security is sold to a
purchaser who receives from such
broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in
the Exchange Offer Registration
Statement, (iii) the date on which such
Security has been effectively registered
under the Securities Act and disposed of in
accordance with the Shelf
Registration Statement as defined below or
(iv) the date on which such Security
is distributed to the public pursuant to
Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the
Securities Act.
In connection with the Registered Exchange Offer, the Company and
the
Guarantor shall:
(a) mail to
each Holder a copy of the prospectus forming
part of the Exchange Offer Registration Statement, together with
an
appropriate letter of transmittal and related documents;
(b) keep the
Registered Exchange Offer open for not less
than 30 days (or longer, if required by applicable law) after the
date
notice thereof is mailed to the Holders;
3
<PAGE>
(c) utilize
the services of a depositary for the
Registered Exchange Offer with an address in the Borough of
Manhattan,
The City of New York, which may be the Trustee or an affiliate of
the
Trustee;
(d) permit
Holders to withdraw tendered Securities at any
time prior to the close of business, New York time, on the last
business day on which the Registered Exchange Offer shall remain
open;
and
(e) otherwise
comply with all applicable laws.
As soon as practicable after the close of the Registered Exchange
Offer
the Company and the Guarantor shall:
(x) accept for
exchange all the Securities validly
tendered and not withdrawn pursuant to the Registered Exchange
Offer;
(y) deliver to
the Trustee for cancellation all the
Initial Securities so accepted for exchange; and
(z) cause the
Trustee to authenticate and deliver
promptly to each Holder of the Initial Securities, Exchange
Securities
equal in principal amount to the Initial Securities of such Holder
so
accepted for exchange.
The Company and the Guarantor shall use their reasonable best
efforts
to keep the Exchange Offer Registration
Statement effective and to amend and
supplement the prospectus contained
therein, in order to permit such prospectus
to be lawfully delivered by all persons
subject to the prospectus delivery
requirements of the Securities Act for such
period of time as such persons must
comply with such requirements in order to
resell the Exchange Securities;
provided, however, that (i) in the case
where such prospectus and any amendment
or supplement thereto must be delivered by
an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser
of 90 days and the date on which all
Exchanging Dealers and the Initial
Purchasers have sold all Exchange Securities
held by them (unless such period is
extended pursuant to Section 3(j) below) and
(ii) the Company and the Guarantor shall
make such prospectus and any amendment
or supplement thereto available to any
broker-dealer upon request for use in
connection with any resale of any Exchange
Securities for a period of not less
than 180 days after the consummation of the
Registered Exchange Offer.
The Indenture will provide that the Exchange Securities will not
be
subject to the transfer restrictions set
forth in the Indenture and that all the
Securities will vote and consent together
on all matters as one class and that
none of the Securities will have the right
to vote or consent as a class
separate from one another on any
matter.
Interest on each Exchange Security issued pursuant to the
Registered
Exchange Offer will accrue from the last
interest payment date on which interest
was paid on the Initial Securities
surrendered in exchange therefor or, if no
interest has been paid on the Initial
Securities, from the date of original
issue of the Initial Securities.
4
<PAGE>
Each Holder participating in the Registered Exchange Offer shall
be
required to represent to the Company and
the Guarantor that at the time of the
consummation of the Registered Exchange
Offer (i) any Exchange Securities
received by such Holder will be acquired in
the ordinary course of business,
(ii) such Holder will have no arrangements
or understanding with any person to
participate in the distribution of the
Securities or the Exchange Securities
within the meaning of the Securities Act,
(iii) such Holder is not an
"affiliate," as defined in Rule 405 of the
Securities Act, of the Company or the
Guarantor or if it is an affiliate, such
Holder will comply with the
registration and prospectus delivery
requirements of the Securities Act to the
extent applicable, (iv) if such Holder is
not a broker-dealer, that it is not
engaged in, and does not intend to engage
in, the distribution of the Exchange
Securities and (v) if such Holder is a
broker-dealer, that it will receive
Exchange Securities for its own account in
exchange for Initial Securities that
were acquired as a result of market-making
activities or other trading
activities and that it will be required to
acknowledge that it will deliver a
prospectus in connection with any resale of
such Exchange Securities.
Notwithstanding any other provisions hereof, the Company and
the
Guarantor will ensure that:
(i) any
Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and
any
supplement thereto complies in all material respects with the
Securities Act and the rules and regulations thereunder,
(ii)
any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, 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
(iii) any
prospectus forming part of any Exchange Offer
Registration Statement, and any supplement to such prospectus, does
not
include an untrue statement of a material fact or omit to state
a
material fact required to be stated therein or necessary in order
to
make the statements therein, in the light of the circumstances
under
which they were made, not misleading.
2.
Shelf Registration. If (i) the Company and the Guarantor are
not permitted to effect a Registered
Exchange Offer, as contemplated by Section
1 hereof, because of any change in law or
in applicable interpretations thereof
by the staff of the Commission, (ii) the
Registered Exchange Offer is not
consummated by the 280th day after the
Closing Date, (iii) any Initial Purchaser
so requests with respect to the Initial
Securities not eligible to be exchanged
for Exchange Securities in the Registered
Exchange Offer and held by it
following consummation of the Registered
Exchange Offer, or (iv) the Company and
the Guarantor so elect, the Company and the
Guarantor shall take the following
actions (the date on which any of the
conditions described in the foregoing
clauses (i) through (iv) occur, including
in the case of clause (iii) the
receipt of the required notice, being a
"TRIGGER DATE"):
5
<PAGE>
(a) The
Company and the Guarantor shall use their
reasonable best efforts to file as promptly as practicable (but in
no
event more than 90 days after the Trigger Date (such 90th day being
a
"FILING DEADLINE")) with the Commission and thereafter use
their
reasonable best efforts to cause to be declared effective no later
than
180 days after the Trigger Date (such 180th day being an
"EFFECTIVENESS
DEADLINE") a registration statement (the "SHELF REGISTRATION
STATEMENT"
and, together with the Exchange Offer Registration Statement, a
"REGISTRATION STATEMENT") on an appropriate form under the
Securities
Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance
with
the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act (hereinafter,
the
"SHELF REGISTRATION"); provided, however, that no Holder (other
than an
Initial Purchaser) shall be entitled to have the Securities held by
it
covered by such Shelf Registration Statement unless such Holder
agrees
in writing to be bound by all the provisions of this Agreement
applicable to such Holder.
(b) The
Company and the Guarantor shall use their
reasonable best efforts to keep the Shelf Registration
Statement
continuously effective in order to permit the prospectus forming a
part
thereof to be lawfully delivered by the Holders of the relevant
Securities, for a period ending on the earlier of (i) two years
from
the Closing Date or (ii) such shorter period that will terminate
when
all the Securities covered by the Shelf Registration Statement (A)
have
been sold pursuant thereto or (B) are no longer restricted
securities
(as defined in Rule 144 under the Securities Act, or any successor
rule
thereof).
(c)
Notwithstanding any other provisions of this
Agreement to the contrary, the Company and the Guarantor shall
cause
the Shelf Registration Statement and the related prospectus and
any
amendment or supplement thereto, as of the effective date of the
Shelf
Registration Statement, amendment or supplement, (i) to comply in
all
material respects with the applicable requirements of the
Securities
Act and the rules and regulations of the Commission and (ii) in
each
case, other than with respect to information included therein
in
reliance upon or in conformity with information furnished to
the
Company and the Guarantor by or on behalf of any Holder
specifically
for use therein ("HOLDERS' INFORMATION"), not to contain any
untrue
statement of a material fact or omit to state a material fact
required
to be stated therein or necessary in order to make the
statements
therein, in light of the circumstances under which they were made,
not
misleading.
3.
Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2
hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by
Section 1 hereof, the following
provisions shall apply:
(a) The
Company and the Guarantor shall (i) furnish to
each Initial Purchaser, prior to the filing thereof with the
Commission, a copy of the Registration Statement and each
amendment
thereof and each supplement, if any, to the prospectus included
therein
and, in the event that an Initial Purchaser (with
6
<PAGE>
respect to any portion of an unsold allotment from the original
offering) is participating in the Registered Exchange Offer or
the
Shelf Registration Statement, the Company and the Guarantor shall
use
their reasonable best efforts to reflect in each such document,
when so
filed with the
Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information substantially
in
the form set forth in Annex A hereto on the cover, in Annex B
hereto in
the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of
Distribution" section of the prospectus forming a part of the
Exchange
Offer Registration Statement (including any such changes,
reasonably
acceptable to the Initial Purchasers, the Company and the
Guarantor,
necessary to reflect any changes in the positions taken or
policies
made by the staff of the Commission with respect to the
potential
"underwriter" status
of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as
amended (the "EXCHANGE ACT")) of Exchange Securities received by
such
broker-dealer in the Registered Exchange Offer (a
"PARTICIPATING
BROKER-DEALER"), whether such positions or policies have been
publicly
disseminated by the staff of the Commission or such positions
or
policies, in the reasonable judgment of the Initial Purchasers
based
upon advice of counsel (which may be in-house counsel), represent
the
prevailing views of the staff of the Commission) and include
the
information set forth in Annex D hereto in the Letter of
Transmittal
delivered pursuant to the Registered Exchange Offer; (iii) if
requested
by an Initial Purchaser, include the information required by Items
507
or 508 of Regulation S-K under the Securities Act, as applicable,
in
the prospectus forming a part of the Exchange Offer
Registration
Statement; and (iv) in the case of a Shelf Registration
Statement,
include the names of the Holders who propose to sell Securities
pursuant to the Shelf Registration Statement as selling
securityholders.
(b) The
Company and the Guarantor shall give written
notice to the Initial Purchasers, the Holders of the Securities,
if
applicable, and any Participating Broker-Dealer from whom the
Company
and the Guarantor have received prior written notice that it will
be a
Participating Broker-Dealer in the Registered Exchange Offer
(which
notice pursuant to clauses (ii) through (v) of this Section 3(b)
shall
be accompanied by an instruction to suspend the use of the
prospectus
until the requisite changes have been made):
(i) when the
Registration Statement or any
amendment thereto has been filed with the Commission and when
the Registration Statement or any post-effective amendment
thereto has become effective;
(ii)
of any request by the Commission for
amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information;
7
<PAGE>
(iii) of
the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that
purpose;
(iv)
of the receipt by the Company or the
Guarantor of any notification with respect to the suspension
of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose; and
(v) of the
happening of any event that requires
the Company or the Guarantor to make changes in the
Registration Statement or the prospectus in order that the
Registration Statement or the prospectus do not contain an
untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not
misleading.
(c) The
Company and the Guarantor shall make every
reasonable effort to obtain the withdrawal at the earliest
possible
time of any order suspending the effectiveness of the
Registration
Statement.
(d) Upon the
written request of any Holder, the Company
and the Guarantor shall furnish to such Holder of Securities
included
within the coverage of the Shelf Registration, without charge, at
least
one conformed copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements
and
schedules, and, if any such Holder specifies in such request,
all
exhibits thereto (including those, if any, incorporated by
reference).
(e) The
Company and the Guarantor shall deliver to each
Exchanging Dealer and each Initial Purchaser, and to any other
Holder
who so requests, without charge, at least one conformed copy of
the
Exchange Offer Registration Statement and any post-effective
amendment
thereto, including financial statements and schedules, and, if
any
Initial Purchaser or any such Holder requests in writing, all
exhibits
thereto (including those incorporated by reference).
(f) The
Company and the Guarantor shall, during the Shelf
Registration Period, deliver to each Holder of Securities
included
within the coverage of the Shelf Registration, without charge, as
many
copies of the prospectus (including each preliminary
prospectus)
included in the Shelf Registration Statement and any amendment
or
supplement thereto as such person may reasonably request. The
Company
and the Guarantor consent, subject to the provisions of this
Agreement,
to the use of the prospectus or any amendment or supplement thereto
by
each of the selling Holders of the Securities in connection with
the
offering and sale of the Securities covered by the prospectus, or
any
amendment or supplement thereto, forming a part of the Shelf
Registration Statement.
8
<PAGE>
(g) The
Company and the Guarantor shall deliver to each
Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a
prospectus
following the Registered Exchange Offer, without charge, as many
copies
of the final prospectus included in the Exchange Offer
Registration
Statement and any amendment or supplement thereto as such persons
may
reasonably request. The Company and the Guarantor consent, subject
to
the provisions of this Agreement, to the use of the prospectus or
any
amendment or supplement thereto by any Initial Purchaser, if
necessary,
any Participating Broker-Dealer and such other persons required
to
deliver a prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange
Securities
covered by the prospectus, or any amendment or supplement
thereto,
included in such Exchange Offer Registration Statement.
(h) Prior to
the effective date of any Registration
Statement, the Company and the Guarantor will use their reasonable
best
efforts to register or qualify or cooperate with the Holders of
the
Securities included therein and their respective counsel in
connection
with the registration or qualification of the Securities for offer
and
sale under the securities or "blue sky" laws of such states of
the
United States as any Holder of the Securities reasonably requests
in
writing and do any and all other acts or things necessary or
advisable
to enable the offer and sale in such jurisdictions of the
Securities
covered by such Registration Statement; provided, however, that
neither
the Company nor the Guarantor shall be required to qualify to
do
business as a
foreign corporation or as a securities dealer or to file
a general consent to service of process or to file annual reports
or to
comply with any other requirements deemed by the Company or the
Guarantor to be unduly burdensome.
(i) The
Company and the Guarantor shall cooperate with
the Holders of the Securities to facilitate the timely preparation
and
delivery of certificates representing the Securities to be sold
pursuant to any
Registration Statement free of any restrictive legends
and in such denominations and registered in such names as the
Holders
may request in writing a reasonable period of time prior to sales
of
the Securities pursuant to such Registration Statement.
(j) Upon the
occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 3(b) above during the period
for
which the Company and the Guarantor are
