Exhibit 4.3
OFFICERS' CERTIFICATE
(UNDER SECTION 301 OF THE INDENTURE OF
PP&L CAPITAL FUNDING, INC. AND PP&L RESOURCES, INC.)
The undersigned R.E. Hill, President of PP&L CAPITAL
FUNDING, INC. (the "Company"), in accordance with Section 301 of
the Indenture, dated as of November 1, 1997, as heretofore
supplemented (the "Indenture", capitalized terms used herein and
not defined herein having the meanings specified in the
Indenture), of the Company and PP&L RESOURCES, INC. (the
"Guarantor"), to The Chase Manhattan Bank, as Trustee (the
"Trustee"), does hereby establish for the series of Securities
established in Supplemental Indenture No. 1, dated as of November
1, 1997 (the "Supplemental Indenture"), the following terms and
characteristics (the lettered clauses set forth below
corresponding to the lettered clauses of Section 301 of the
Indenture), and the undersigned James E. Abel, Treasurer of the
Guarantor, does hereby approve of such terms and characteristics
on behalf of the Guarantor:
(a) the title of the Securities of such series shall be
"Medium-Term Notes, Series A" (the "Notes");
(b) the aggregate principal amount of Notes which may
be authenticated and delivered under the Indenture
shall be limited to $400,000,000, except as
contemplated in Section 301(b) of the Indenture;
(c) interest on the Notes shall be payable to the
Person or Persons in whose names the Notes are
registered at the close of business on the Regular
Record Date for such interest, except as otherwise
expressly provided in the forms, attached hereto and
hereby authorized and approved, of Fixed Rate Note (as
hereinafter defined) and Floating Rate Note (as
hereinafter defined);
(d) the date or dates on which the principal of the
Notes shall be payable shall be determined at the time
of sale of the Notes, or any Tranche thereof, by the
proper officers of the Company pursuant to the
Administrative Procedures (the "Administrative
Procedures") attached as Schedule C to the Distribution
Agreement dated November 12, 1997 among the Company,
the Guarantor, Merrill Lynch & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and certain other
Agents named therein; provided, however, that in no
event shall any Note have a Stated Maturity that is
less than nine months or more than 40 years;
(e) the Notes, or any Tranche thereof, may bear
interest at a fixed rate (any such Note being
hereinafter called a "Fixed Rate Note") or at a
floating rate (any such Note being hereinafter called a
"Floating Rate note"), in each case as determined by
the proper officers of the Company as follows (it being
understood that rates may vary among individual Notes,
but that, unless and until Board Resolutions of the
Guarantor and the Company shall otherwise provide, the
interest rate on any Fixed Rate Note shall not exceed
9-1/2% per annum, and each Floating Rate Note shall
bear interest at a rate or rates related to an
ascertainable market-based rate): there shall be
determined by the proper officers of the Company and
communicated to the Trustee by Company Order, or by the
proper officers of the Company pursuant to the
Administrative Procedures, at the time of sale of the
Notes or any Tranche thereof, (1) in the case of Fixed
Rate Notes, the interest rate or rates, and (2) in the
case of Floating Rate Notes, whether such Note is a
Regular Floating Rate Note, an Inverse Floating Rate
Note, or a Floating Rate/Fixed Rate Note, the Initial
Interest Rate, the Interest Rate Basis (which shall be
the CMT Rate, the Commercial Paper Rate, the Prime
Rate, LIBOR, the Federal Funds Rate, the Treasury Rate
or any other Interest Rate Basis determined at the time
of sale of the Notes or Tranche thereof), the Maximum
Interest Rate, if any, the Minimum Interest Rate, if
any, the Interest Reset Period, the Interest Reset
Dates, the Index Maturity, the Spread, if any, the
Spread Multiplier, if any, if such Note is a LIBOR
Note, the Designated LIBOR Page, any other terms
relating to the determination of the interest rates on
the Floating Rate Notes, and, if applicable, any Fixed
Interest Rate Commencement Date and Fixed Interest Rate
(each of such terms being referred to in the form of
Floating Rate Note attached hereto); interest shall
accrue on any Note from the Original Issue Date
specified in such Note or the most recent Interest
Payment Date to which interest has been paid or duly
provided for; the Interest Payments Dates for the Fixed
Rate Notes shall be February 15 and August 15, and the
Regular Record Dates with respect to such Interest
Payment Dates shall be January 31 and July 31,
respectively (whether or not a Business Day); the
Interest Payment Dates on Floating Rate Notes shall be
determined at the time of sale of the Notes or Tranche
thereof by the proper officers of the Company and
communicated to the Trustee by Company Order, or
determined by the proper officers of the Company
pursuant to the Administrative Procedures, and the
Regular Record Date with respect to each such Interest
Payment Date shall be the fifteenth calendar day
immediately preceding such Interest Payment Date
(whether or not a Business Day); and interest on
Floating Rate Notes which employ the CMT Rate or the
Treasury Rate as the Interest Rate Basis shall be
computed on the basis of the actual number of days in
the year;
(f) the Corporate Trust Office of the Trustee in New
York, New York shall be the office or agency of the
Company at which the principal of and premium, if any,
and interest, on the Notes shall be payable, at which
registration of transfer and exchange of Notes may be
effected and at which notices and demands to or upon
the Company or the Guarantor in respect of the Notes or
any Tranche thereof and the Indenture may be served;
provided, however, that the Company and the Guarantor
each reserve the right to change, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, any such office or agency; and provided,
further, that the Company and the Guarantor each
reserve the right to designate, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, its principal office in Allentown,
Pennsylvania or the office of the Guarantor or the
Guarantor's subsidiary, PP&L, Inc. in Allentown,
Pennsylvania, as any such office or agency; the Trustee
shall be the Security Registrar and Paying Agent for
the Notes; provided, that the Company and the Guarantor
reserve the right, by one or more Officer's
Certificates supplemental to this Officer's
Certificate, to designate any additional Security
Registrar or Paying Agent (which in each case, may be
the Company, the Guarantor or any Affiliate of either
of them) and to remove any Security Registrar or Paying
Agent;
(g) the Notes, or any Tranche thereof, shall be
redeemable, in whole or in part, at the option of the
Company as and to the extent so determined at the time
of sale of the Notes or any Tranche thereof by the
proper officers of the Company and communicated to the
Trustee by Company Order, or determined by the proper
officers of the Company pursuant to the Administrative
Procedures;
(h) the obligation, if any, of the Company to redeem
or purchase or repay the Notes or any Tranche thereof
pursuant to any sinking fund or other mandatory
redemption provisions or at the option of a Holder
thereof and the period or periods within which or the
date or dates on which, the price or prices at which
and the terms and conditions upon which, such Notes or
Tranche thereof shall be redeemed or purchased or
repaid, in whole or in part, pursuant to such
obligations shall be determined at the time of sale of
the Notes or any Tranche thereof, by the proper
officers of the Company and communicated to the Trustee
by Company Order, or determined by the proper officers
of the Company pursuant to the Administrative
Procedures; and no notice of redemption as contemplated
by Section 404 of the Indenture shall be required in
the case of any mandatory redemption or repayment at
the option of the Holder; in connection with any
repayment at the option of the Holder, the Company will
comply with the applicable requirements, if any, of
Section 14(e) of the Exchange Act and the rules of the
Commission promulgated thereunder, and any other
securities laws or regulations in connection with any
such repayment;
(i) the Notes shall be issued in denominations of
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000 or in such other
denominations as shall be determined at the time of
sale of the Notes or any Tranche thereof by the proper
officers of the Company and communicated to the Trustee
by Company Order, or determined by the proper officers
of the Company pursuant to the Administrative
Procedures;
(j) [not applicable];
(k) [not applicable];
(l) [not applicable];
(m) see clause (e) with respect to the interest rate
or rates on Floating Rate Notes;
(n) [not applicable]; provided, however, that the
Company reserves the right to provide by one or more
Officer's Certificates supplemental to this Officer's
Certificate for the issuance of Discount Securities and
the terms thereof as contemplated by Section 301(n) of
the Indenture;
(o) [not applicable]; provided, however, that the
Company reserves the right to make, by one or more
Officer's Certificates supplemental to this Officer's
Certificate, any additional covenants of the Company
for the benefit of the Holders of the Notes or any
Tranche thereof, or any additional Events of Default
with respect to all or any series of Securities
Outstanding;
(p) [not applicable];
(q) the only obligations or instruments which shall be
considered Eligible Obligations in respect of the Notes
shall be Government Obligations; and the provisions of
Section 701 of the Indenture and Section 2 of the
Supplemental Indenture shall apply to the Notes;
(r) the Notes, or any Tranche thereof, may be issued
in global form (the "Global Notes") and the depository
for the Global Notes shall initially be The Depository
Trust Company ("DTC"); provided, that the Company
reserves the right to provide for another depository,
registered as a clearing agency under the Exchange Act,
to act as depository for the Global Notes (DTC and any
such successor depository, the "Depository");
beneficial interests in Notes issued in global form may
not be exchanged in whole or in part for individual
certificated Notes in definitive form, and no transfer
of a Global Note in whole or in part may be registered
in the name of any Person other than the Depository or
its nominee except that (i) if the Depository (A) has
notified the Company that it is unwilling or unable to
continue as depository for the Global Notes or (B) has
ceased to be a clearing agency registered under the
Exchange Act and, in either case, a successor
depository is not appointed by the Company within 90
days after such notice or cessation, or (ii) the
Company elects to discontinue use of the system of
book-entry transfers through the Depository and elects
not to appoint a successor depository for such Global
notes, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and
delivery of definitive Notes, will authenticate and
deliver Notes in definitive certificated form in an
aggregate principal amount equal to the principal
amount of the Global Note representing such Notes in
exchange for such Global Note, such definitive Notes to
be registered in the names provided by the Depository;
each Global Note (i) shall represent and shall be
denominated in an amount equal to the aggregate
principal amount of the outstanding Notes to be
represented by such Global Note, (ii) shall be
registered in the name of the Depository or its
nominee, (iii) shall be delivered by the Trustee to the
Depository, its nominee, any custodian for the
Depository or otherwise pursuant to the Depository's
instruction and (iv) shall bear a legend restricting
the transfer of such Global Note to any person other
than the Depository or its nominee; none of the
Company, the Trustee, any Paying Agent or any
Authenticating Agent will have any responsibility or
liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership
interests in a Global Note or for maintaining,
supervising or reviewing any records relating to such
beneficial ownership interests;
(s) [not applicable];
(t) reference is made to clause (r) above; no service
charge shall be made for the registration of transfer
or exchange of Notes; provided, however, that the
Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection with the exchange or transfer;
(u) in lieu of Section 113 of the Indenture, the
following provisions shall apply: in the case of any
Fixed Rate Note, if any Interest Payment Date,
Redemption Date or other Stated Maturity (as specified
in such Fixed Rate Note) shall not be a Business Day
(as defined in the form of Fixed Rate Note attached
hereto), payment of amounts due thereon on such date
may be made on the next succeeding Business Day (as
defined in the form of Fixed Rate Note attached
hereto), and, if such payment is made or duly provided
for on such next succeeding Business Day, no interest
shall accrue on such amounts for the period from and
after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such Business
Day; in the case of any Floating Rate Note, (a) if any
Interest Payment Date (as specified in such Floating
Rate Note), other than the Maturity, would otherwise be
a day that is not a Business Day (as defined in the
Form of Floating Rate Note attached hereto), such
Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day
falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding
Business Day, and (b) if the Maturity falls on a day
that is not a Business Day, payment of the amounts due
thereon on such date may be made on the next succeeding
Business Day as if made on the date such payment was
due and no interest shall accrue on such amount due for
the period from and after the Maturity to the date of
such payment on the next succeeding Business Day;
(v) the Notes shall be entitled to the benefits of
Article Fourteen of the Indenture and the Guarantees to
be endorsed on the Notes shall be substantially in the
form established in the Supplemental Indenture;
(w) the Notes shall be substantially in the forms of
Fixed Rate Note and Floating Rate Note attached hereto
and hereby authorized and approved and shall have such
further terms as are set forth in such forms.
IN WITNESS WHEREOF, we have hereunto signed our names
this 12th day of November, 1997.
/s/ R.E. Hill
-----------------------------------
Name: R.E. Hill
Title: President
/s/ James E. Abel
-----------------------------------
Name: James E. Abel
Title: Treasurer
FORM OF FIXED RATE NOTE
(SEE LEGEND AT THE END OF THIS SECURITY FOR RESTRICTIONS ON
TRANSFER AND CHANGE OF FORM)
PP&L CAPITAL FUNDING, INC.
MEDIUM-TERM NOTE, SERIES A
Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PP&L RESOURCES, INC.
Original Issue Date: Redeemable: Yes__ No__
Stated Maturity: Initial Redemption Date:
Interest Rate: Initial Redemption Price:
Interest Payment Dates: Annual Redemption Percentage Reduction: %
Issue Price (%): Repayable at Option of the Holder: Yes__ No__
Regular Record Dates: Option Repayment Date(s):
Repayment Price: 100%
This Security is not a Discount Security within
the meaning of the within-mentioned Indenture
-----------------------------------------------
Principal Amount No.
$ CUSIP
PP&L CAPITAL FUNDING, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Company," which term includes any successor under the
Indenture referred to below), for value received, hereby promises
to pay to , or registered assigns,
the principal sum of
DOLLARS on
the Stated Maturity specified above, and to pay interest thereon
from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on the Interest
Payment Dates specified above in each year, commencing with the
Interest Payment Date next succeeding the Original Issue Date
specified above, and at Maturity, at the Interest Rate per annum
specified above, until the principal hereof is paid or duly
provided for. The interest so payable, and paid or duly provided
for, on any Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date specified above (whether or
not a Business Day) next preceding such Interest Payment Date;
provided, that if the Original Issue Date of this Security is
after a Regular Record Date and before the corresponding Interest
Payment Date, interest so payable for the period from and
including the Original Issue Date to but excluding such Interest
Payment Date shall be paid on the next succeeding Interest
Payment Date to the Holder hereof on the related Regular Record
Date; and provided, further, that interest payable at Maturity
shall be paid to the Person to whom principal shall be paid.
Except as otherwise provided in said Indenture, any such interest
not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Interest on this
Security shall be computed on the basis of a 360-day year
consisting of twelve 30-day months, and with respect to any
period less than a full calendar month, on the basis of actual
days elapsed during such period.
Payment of the principal of and premium, if any, on this
Security and interest hereon at Maturity shall be made upon
presentation of this Security at the corporate trust office of
The Chase Manhattan Bank in New York, New York or at such other
office or agency as may be designated for such purpose by the
Company from time to time. Payment of interest, if any, on this
Security (other than interest at Maturity) shall be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, except that (a) if
such Person shall be a securities depositary, such payment may be
made by such other means in lieu of check as shall be agreed upon
by the Company, the Trustee or other Paying Agent and such Person
and (b) if such Person is a Holder of $10,000,000 or more in
aggregate principal amount of Securities of this series such
payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person
entitled thereto as set forth herein in time for the Paying Agent
to make such payments in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York not less than
fifteen calendar days prior to the applicable payment date and,
unless revoked by written notice to the Trustee received on or
prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest
payments at Maturity) with respect to this Security payable to
such Holder. Payment of the principal of and premium, if any,
and interest, if any, on this Security, as aforesaid, shall be
made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of November 1, 1997 (such Indenture as originally
executed and delivered and as supplemented or amended from time
to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein
called the "Indenture"), among the Company, PP&L Resources, Inc.,
as Guarantor (herein called the "Guarantor," which term includes
any successor under the Indenture) and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a description of the respective rights, limitations of rights,
duties and immunities of the Company, the Guarantor, the Trustee
and the Holders of the Securities thereunder and of the terms and
conditions upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the
Indenture. This Security is one of the series designated above.
If any Interest Payment Date, any Redemption Date or the
Stated Maturity shall not be a Business Day (as hereinafter
defined), payment of the amounts due on this Security on such
date may be made on the next succeeding Business Day, and, if
such payment is made or duly provided for on such next succeeding
Business Day, no interest shall accrue on such amounts for the
period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to such Business Day.
If, as specified above, this Security is redeemable, this
Security is subject to redemption at any time on or after the
Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the
applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the
twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Annual Redemption Percentage
Reduction specified above until such redemption price is 100% of
the principal amount of this Security to be redeemed.
[Insert provisions, if any, for redemption pursuant to a
sinking fund or other mandatory redemption provisions.]
Notice of redemption (other than at the option of the
Holder) shall be given by mail to Holders of Securities, not less
than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the
Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional
upon the receipt by the Trustee of money sufficient to pay the
principal of and premium, if any, and interest, if any, on this
Security on or prior to the date fixed for such redemption; a
notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor,
representing the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If this Security is specified on the face hereof to be
repayable at the Option of the Holder, this Security will be so
repaid in whole or in part in increments of $1,000, provided that
the remaining principal amount of any Security surrendered for
partial repayment shall be at least $1,000, on any Option
Repayment Date (as stated on the face hereof), at the option of
the Holder, at 100% of the principal amount to be repaid, plus
accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Security to be
repaid, the Company must receive at the applicable address of the
Trustee set forth below, or at such other place or places of
which the Company shall from time to time notify the Holder of
this Security, on or before the thirtieth, but not earlier than
the sixtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date,
either (i) this Security, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address, and
telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security
to be repaid, (c) a statement that the option to elect repayment
is being exercised thereby, and (d) a guarantee stating that the
Trustee on behalf of the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Any such
election shall be irrevocable. The address to which such
deliveries are to be made is The Chase Manhattan Bank, Attention:
Corporate Trustee Administration Department, 450 West 33rd
Street, New York, New York 10001 (or, at such other places as
the Company shall notify the Holders of the Securities). All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and
binding.
If an Event of Default with respect to the Securities of
this series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the
consent of any Holders of Securities. The Indenture also
contains provisions permitting the Holders of a majority in
principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin
or currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Security or any
portion of the principal amount hereof will be deemed to have
been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the
Company's entire indebtedness in respect thereof will be
satisfied and discharged, if there has been irrevocably deposited
with the Trustee or any Paying Agent (other than the Company), in
trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when
due, without any regard to reinvestment thereof, will provide
moneys which, together with moneys so deposited, will be
sufficient to pay when due the principal of and premium, if any,
and interest, if any, on this Security when due.
The Indenture contains terms, provisions and conditions
relating to the consolidation or merger of the Company or the
Guarantor with or into, and the conveyance or other transfer, or
lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations
of the Company or the Guarantor under the Indenture and on the
Securities (or the Guarantees endorsed thereon, as the case may
be) and to the release and discharge of the Company or the
Guarantor, as the case may be, in certain circumstances, from
such obligations.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, and in denominations of
$1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series and Tranche, of
any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the
Security or Securities to be exchanged at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time.
The Company shall not be required to execute and the
Security Registrar shall not be required to register the transfer
of or exchange of (a) Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes (subject to Sections 305 and 307 of the Indenture),
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking
institutions or trust companies are generally authorized or
required by law, regulation or executive order to close in The
City of New York or other city in which is located any Paying
Agent for the Securities of this series. All other terms used in
this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, any Guarantees or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by,
any incorporator, stockholder, officer or director, as such,
past, present or future of the Company or the Guarantor or of any
predecessor or successor of either of them (either directly or
through the Company or the Guarantor, as the case may be, or a
predecessor or successor of either of them), whether by virtue of
any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and this
Security and the Guarantee endorsed hereon are solely corporate
obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the
issuance of this Security and such Guarantee.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual
signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
PP&L CAPITAL FUNDING, INC.
[SEAL] By:
[Title]
Attested:
By:________________________
[Title]
GUARANTEE
PP&L Resources, Inc., a corporation organized
under the laws of the Commonwealth of Pennsylvania (the
"Guarantor", which term includes any successor under the
Indenture (the "Indenture"), referred to in the Security
upon which this Guarantee is endorsed), for value received,
hereby unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed, the due and
punctual payment of the principal of, and premium, if any,
and interest on such Security when and as the same shall
become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and
of the Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company", which term includes any
successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment
to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective
of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or the Indenture, any
failure to enforce the provisions of such Security or the
Indenture, or any waiver, modification or indulgence granted
to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security, or increase
the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any
premium payable upon redemption thereof) or change the
Stated Maturity thereof.
The Guarantor hereby waives the benefits of
diligence, presentment, demand for payment, any requirement
that the Trustee or the Holder of such Security exhaust any
right or take any action against the Company or any other
Person, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or
notice with respect to such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged in respect of
such Security except by complete performance of the
obligations contained in such Security and in this
Guarantee. This Guarantee shall constitute a guaranty of
payment and not of collection. The Guarantor hereby agrees
that, in the event of a default in payment of principal, or
premium, if any, or interest, if any, on such Security,
whether at its Stated Maturity, by declaration of
acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of such Security, subject to the terms and
conditions set forth in the Indenture, directly against the
Guarantor to enforce this Guarantee without first proceeding
against the Company.
The obligations of the Guarantor hereunder with
respect to such Security shall be continuing and irrevocable
until the date upon which the entire principal of, premium,
if any, and interest on such Security has been, or has been
deemed pursuant to the provisions of Article Seven of the
Indenture to have been, paid in full or otherwise
discharged.
The Guarantor shall be subrogated to all rights of
the Holder of such Security upon which this Guarantee is
endorsed against the Company in respect of any amounts paid
by the Guarantor on account of such Security pursuant to the
provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce
or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities
issued under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and
effect and continue notwithstanding any petition filed by or
against the Company for liquidation or reorganization, the
Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being
appointed for all or any significant part of the Company's
assets, and shall, to the fullest extent permitted by law,
continue to be effective or reinstated, as the case may be,
if at any time payment of the Security upon which this
Guarantee is endorsed, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether
as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such
Security, such Security shall, to the fullest extent
permitted by law, be reinstated and deemed paid only by such
amount paid and not so rescinded, reduced, restored or
returned.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication of
the Security upon which this Guarantee is endorsed shall
have been manually executed by or on behalf of the Trustee
under the Indenture.
All terms used in this Guarantee which are defined
in such Indenture shall have the meanings assigned to them
in such Indenture.
This Guarantee shall be deemed to be a contract
made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this
Guarantee to be executed as of the date first written above.
PP&L RESOURCES, INC.
By:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: THE CHASE MANHATTAN BANK
AS TRUSTEE
By:
Authorized Officer
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS
SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED
IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (a)
THE DEPOSITARY (i) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING
OR UNABLE TO CONTINUE AS DEPOSITARY OR (ii) HAS CEASED TO BE A
CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER
CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY
WITHIN 90 DAYS, OR (b) THE COMPANY ELECTS TO ISSUE CERTIFICATED
SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE COMPANY AND
THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY) OF ALL
SECURITIES OF THE SERIES DESIGNATED ABOVE.
__________
OPTION TO ELECT REPAYMENT
[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS]
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address of the undersigned)
For this Security to be repaid the Company must receive at the
Corporate Trust Office of the Trustee in The City of New York or
at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or
before the thirtieth, but not earlier than the sixtieth, calendar
day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security,
with this "Option to Elect Repayment" form duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address, and telephone number of the Holder of the
Security, (b) the principal amount of the Security and the amount
of the Security to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby, and (d) a guarantee
stating that the Security to be repaid with this form duly
completed will be received by the Trustee on behalf of the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission, or letter (and such
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Exercise of
the repayment option by the Holder shall be irrevocable.
If less than the entire principal amount of the within Security
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000) which the Holder elects to have
repaid: ______________________________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security or
Securities to be issued to the Holder for the portion of the
within Security not being repaid (in the absence of any
specification, one such Security will be issued for the portion
not being repaid):
______________________________ Date:_______________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the Security
in every particular without alter-
ation or enlargement or any other
change whatsoever.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
[please insert social security or other identifying number of
assignee]
_________________________________________________________________
[please print or typewrite name and address of assignee]
_________________________________________________________________
the within Security of PP&L CAPITAL FUNDING, INC. and does hereby
irrevocably constitute and appoint _________________________,
Attorney, to transfer said Security on the books of the
within-mentioned Company, with full power of substitution in the
premises.
Dated: _______________
___________________________________________
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Security in every
particular without alteration or enlargement or any change
whatsoever.
FORM OF FLOATING RATE NOTE
(SEE LEGEND AT THE END OF THIS SECURITY FOR RESTRICTIONS ON
TRANSFER AND CHANGE OF FORM)
PP&L CAPITAL FUNDING, INC.
MEDIUM-TERM NOTE, SERIES A
Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PP&L RESOURCES, INC.
Original Issue Date: Interest Payment Dates:
Stated Maturity: Regular Record Dates:
Issue Price (%): Initial Interest Reset Date:
Designation: Interest Reset Dates:
-- Regular Floating Rate Note: Interest Reset Period:
-- Floating Rate/Fixed Rate Note: Index Maturity:
Fixed Rate Commencement Date: Spread (expressed in
Fixed Interest Rate: basis points): +/-
-- Inverse Floating Rate Note: Calculation Agent:
Fixed Interest Rate: Day Count Convention:
Initial Interest Rate: -- Actual/360 for the period from
Interest Rate Basis: ______________ to ______________
-- CMT Rate: -- Actual/Actual for the period
Designated CMT Maturity Index: from
Designated CMT Telerate Page: ______________ to ______________
-- Commercial Paper Rate: -- 30/360 for the period from
-- Federal Funds Rate: ______________ to ______________
-- LIBOR: Spread Multiplier:
Designated LIBOR Page: Redeemable: Yes__ No__
LIBOR Reuters __ Initial Redemption Date:
LIBOR Telerate __ Initial Redemption Price:
-- Prime Rate: Annual Redemption Percentage
-- Treasury Rate: Reduction:
Two or More Interest Rate Bases: Repayable at Option of
Yes__ No__ the Holder: Yes__ No__
Specify calculation of interest Option Repayment Dates(s):
factor: Repayment Price: 100%
Maximum Interest Rate: Other/Additional Provisions:
Minimum Interest Rate:
Interest Payment Period:
This Security is not a Discount Security within
the meaning of the within-mentioned Indenture
-----------------------------------------------
Principal Amount No.
$ CUSIP
PP&L CAPITAL FUNDING, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity specified above, and to pay interest
thereon from the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid
or duly provided for, monthly, quarterly, semi-annually or
annually, as specified above for the Interest Payment Period, in
arrears on the Interest Payment Dates specified above in each
year, commencing with the Interest Payment Date next succeeding
the Original Issue Date specified above, and at Maturity, until
the principal hereof is paid or duly provided for. Except as
otherwise provided herein, the rate of interest to be so paid
shall be the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a
rate determined, in accordance with the provisions for
determination of interest rates below, by reference to the
Interest Rate Basis or Bases specified above, plus or minus the
Spread, if any, specified above and/or multiplied by the Spread
Multiplier, if any, specified above. The interest so payable,
and paid or duly provided for, on any Interest Payment Date
shall, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date
specified above (whether or not a Business Day) next preceding
such Interest Payment Date. Notwithstanding the foregoing, (a)
if the Original Issue Date of this Security is after a Regular
Record Date and before the corresponding Interest Payment Date,
interest so payable for the period from and including the
Original Issue Date to but excluding such Interest Payment Date
shall be paid on the next succeeding Interest Payment Date to the
Holder hereof on the related Regular Record Date, and (b)
interest payable at Maturity shall be paid to the Person to whom
principal shall be paid. Except as otherwise provided in said
Indenture, any such interest not so paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of and premium, if any, on this
Security and interest hereon at Maturity shall be made upon
presentation of this Security at the corporate trust office of
The Chase Manhattan Bank in New York, New York or at such other
office or agency as may be designated for such purpose by the
Company from time to time. Payment of interest, if any, on this
Security (other than interest at Maturity) shall be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, except that (a) if
such Person shall be a securities depositary, such payment may be
made by such other means in lieu of check as shall be agreed upon
by the Company, the Trustee or other Paying Agent and such Person
and (b) if such Person is a Holder of $10,000,000 or more in
aggregate principal amount of Securities of this series such
payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person
entitled thereto as set forth herein in time for the Paying Agent
to make such payments in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York not less than
fifteen calendar days prior to the applicable payment date and,
unless revoked by written notice to the Trustee received on or
prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest
payments at Maturity) with respect to this Security payable to
such Holder. Payment of the principal of and premium, if any,
and interest, if any, on this Security, as aforesaid, shall be
made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of November 1, 1997 (such Indenture as originally
executed and delivered and as supplemented or amended from time
to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein
called the "Indenture"), among the Company, PP&L Resources, Inc.,
as Guarantor (herein called the Guarantor," which term includes
any successor under the Indenture) and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a description of the respective rights, limitations of rights,
duties and immunities of the Company, the Guarantor, the Trustee
and the Holders of the Securities thereunder and of the terms and
conditions upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the
Indenture. This Security is one of the series designated above.
The interest rate applicable to this Security will be
determined as follows:
If this Security is designated as a "Regular Floating
Rate Note," then except as described below, this Security
will bear interest at the rate determined by reference to
the applicable Interest Rate Basis or Bases specified above
(a) plus or minus the applicable Spread, if any, specified
above and/or (b) multiplied by the applicable Spread
Multiplier, if any, specified above. Commencing on the
Initial Interest Reset Date, the rate at which interest on
such Regular Floating Rate Note shall be payable shall be
reset as of each Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any,
from the Original Issue Date specified above to the Initial
Interest Reset Date will be the Initial Interest Rate.
If this Security is designated as a "Floating
Rate/Fixed Rate Note," then, except as described below, this
Security will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the applicable Spread, if any, specified above
and/or (b) multiplied by the applicable Spread Multiplier,
if any, specified above. Commencing on the Initial Interest
Reset Date, the rate at which interest on such Floating
Rate/Fixed Rate Note shall be payable shall be reset as of
each Interest Reset Date; provided, however, that (y) the
interest rate in effect for the period, if any, from the
Original Issue Date specified above to the Initial Interest
Reset Date will be the Initial Interest Rate and (z) the
interest rate in effect for the period commencing on the
Fixed Rate Commencement Date to Maturity shall be the Fixed
Interest Rate, if any, specified above or, if no such Fixed
Interest Rate is specified, the interest rate in effect
thereon on the day immediately preceding the Fixed Rate
Commencement Date.
If this Security is designated as an "Inverse Floating
Rate Note," then, except as described below, this Security
will bear interest at the Fixed Interest Rate specified
above minus the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus
the applicable Spread, if any, specified above and/or (b)
multiplied by the applicable Spread Multiplier, if any,
specified above; provided, however, that, the interest rate
thereon will not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on
such Inverse Floating Rate Note shall be payable shall be
reset as of each Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any,
from the Original Issue Date specified above to the Initial
Interest Reset Date shall be the Initial Interest Rate.
Commencing with the Initial Interest Reset Date specified
above and thereafter upon each succeeding Interest Reset Date
specified above, the rate at which interest on this Security is
payable shall be reset daily, weekly, monthly, quarterly, semi-
annually or annually as specified above as the "Interest Reset
Period." Unless otherwise specified above, the Interest Reset
Dates shall be: if the interest rate on this Security resets
daily, each Business Day; if the interest rate on this Security
(unless the Interest Rate Basis is the Treasury Rate) resets
weekly, Wednesday of each week; if the Interest Rate Basis
specified above is the Treasury Rate and resets weekly, Tuesday
of each week (except as provided below under "Determination of
Treasury Rate"); if the interest rate on this Security resets
monthly, the third Wednesday of each month; if the interest rate
on this Security resets quarterly, the third Wednesday of March,
June, September and December of each year; if the interest rate
on this Security resets semi-annually, the third Wednesday of the
two months of each year specified above; and if the interest rate
on this Security rests annually, the third Wednesday of the month
of each year specified above; provided, however, that, if this
-------- -------
Security is a Floating Rate/Fixed Rate Note, the rate of interest
hereon will not reset after the applicable Fixed Rate
Commencement Date. If an Interest Reset Date for this Security
would otherwise be a day that is not a Business Day (as
hereinafter defined), such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that, if the Interest
Rate Basis specified above is LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
The interest rate applicable to each Interest Reset Period
commencing on the related Interest Reset Date will be the rate
determined by the Calculation Agent (as defined below) as of the
applicable Interest Determination Date and calculated on or prior
to the Calculation Date (as hereinafter defined), except with
respect to LIBOR, which will be calculated on such Interest
Determination Date. The "Interest Determination Date" with
respect to the CMT Rate, the Commercial Paper Rate, the Federal
Funds Rate and the Prime Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; and the
"Interest Determination Date" with respect to LIBOR will be the
second London Business Day immediately preceding the applicable
Interest Reset Date. With respect to the Treasury Rate, the
"Interest Determination Date" will be the day in the week in
which the applicable Interest Reset Date falls on which day
Treasury Bills (as hereinafter defined) are normally auctioned
(Treasury Bills are normally sold at an auction held on Monday of
each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that
such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest
Determination Date" will be such preceding Friday; provided,
further, that if the Interest Determination Date would otherwise
fall on an Interest Reset Date, then such Interest Reset Date
will be postponed to the next succeeding Business Day. If the
interest rate on this Security is determined by reference to two
or more Interest Rate Bases, the "Interest Determination Date"
will be the most recent Business Day which is at least two
Business Days prior to the applicable Interest Reset Date for
this Security on which each Interest Rate Basis is determinable.
Each Interest Rate Basis will be determined as of such date, and
the applicable interest rate will take effect on the applicable
Interest Reset Date.
Anything herein to the contrary notwithstanding, the
interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by
applicable law.
Except as otherwise provided herein, interest will be
payable, if the interest rate on this Security resets daily,
weekly or monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each
year, as specified above; if the interest rate on this Security
resets quarterly, on the third Wednesday of March, June,
September and December of each year; if the interest rate on this
Security resets semi-annually, on the third Wednesday of the two
months of each year specified above; and if the interest rate on
this Security resets annually, on the third Wednesday of the
month of each year specified above (each such day being an
"Interest Payment Date"), and, in each case, on Maturity.
If any Interest Payment Date, other than the Maturity, would
otherwise be a day that is not a Business Day, such Interest
Payment Date will be postponed to the next succeeding Business
Day, except that if LIBOR is an applicable Interest Rate Basis
and such Business Day falls in the next succeeding calendar
month, such Interest Payment Date will be the immediately
preceding Business Day. If the Maturity of this Security falls
on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest may be made on the next
succeeding Business Day as if made on the date such payment was
due, and no interest will accrue on such payment for the period
from and after the Maturity to the date of such payment on the
next succeeding Business Day.
Interest payments on this Security shall be in the amount of
interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid
or made available for payment (or from and including the Original
Issue Date if no interest has been paid or made available for
payment) to but excluding the applicable Interest Payment Date or
the Maturity, as the case may be.
Accrued interest on this Security shall be calculated by
multiplying the principal amount of this Security by an accrued
interest factor. Such accrued interest factor shall be computed
by adding the interest factor calculated for each day in the
applicable period for which accrued interest is being calculated.
Unless otherwise specified above, the interest factor for each
such day shall be computed by dividing the interest rate
applicable to such day by 360 if the Interest Rate Basis is the
Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
Rate, as specified above, or by the actual number of days in the
year if the Interest Rate Basis is the CMT Rate or the Treasury
Rate, as indicated above. If the interest rate applicable to
this Security is calculated with reference to two or more
Interest Rate Bases, the interest factor for this Security will
be calculated in the manner specified above.
All percentages resulting from any calculation of the rate
of interest hereon shall be rounded to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all amounts used
in or resulting from such calculation hereon will be rounded to
the nearest cent (with one-half cent being rounded upwards).
The Company has appointed the Calculation Agent specified
above to calculate the interest rates on this Security. Upon the
request of the Holder of this Security, the Calculation Agent
will disclose the interest rate then in effect, and, if
determined, the interest rate that will become effective as a
result of a determination made for the next succeeding Interest
Reset Date with respect to this Security. Unless otherwise
specified herein, the "Calculation Date," if applicable,
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
Subject to applicable provisions of law and except as
specified herein, the Calculation Agent shall determine the rate
of interest in accordance with the provisions under the
applicable heading below. All determinations of interest rates
by the Calculation Agent shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder hereof.
DETERMINATION OF CMT RATE
If the Interest Rate Basis specified above is the CMT Rate,
this Security shall bear interest for each Interest Reset Period
at an interest rate calculated with reference to the CMT Rate,
determined as set forth below, and the Spread or Spread
Multiplier, if any, specified above.
The CMT Rate for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "CMT Rate Interest Determination Date") and
shall be the rate displayed on the Designated CMT Telerate Page
(as defined below) under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the weekly or monthly average, as specified above, for
the week or the month, as applicable, ended immediately preceding
the week or the month, as applicable, in which the related CMT
Rate Interest Determination Date falls. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date will
be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in H.15(519). If such rate is no
longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect
to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date reported, according to their written
records, by three leading primary United States government
securities dealers in The City of New York (each, a "Reference
Dealer) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of
the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on such CMT Rate Interest Determination Date
of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offered
rates obtained and neither the highest nor the lowest of such
quotations will be eliminated; provided, however, that if fewer
than three Reference Dealers so selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of
such CMT Rate Interest Determination Date will be the CMT Rate in
effect on such CMT Rate Interest Determination Date, or if no
such CMT Rate is then in effect, the interest rate on this
Security will be the Initial Interest Rate. If two Treasury
Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service (or any successor service) on the page
specified above (or any other page as may replace such page on
such service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified above, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified above with respect to which the CMT
Rate will be calculated or, if no such maturity is specified
above, 2 years.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified above is the Commercial
Paper Rate, this Security shall bear interest for each Interest
Reset Period at an interest rate calculated with reference to the
Commercial Paper Rate, determined as set forth below, and the
Spread or Spread Multiplier, if any, specified above.
The Commercial Paper Rate for each Interest Reset Period
shall be determined by the Calculation Agent with respect to any
Interest Determination Date (a "Commercial Paper Rate Interest
Determination Date") and shall be the Money Market Yield (as
defined herein) on such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified above as published in H.15(519) (as
hereinafter defined) under the heading "Commercial Paper-
Nonfinancial," or if such rate is not so published prior to 3:00
P.M., New York City time, on the related Calculation Date, the
Money Market Yield as of such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified above as published in Composite
Quotations (as hereinafter defined) under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90
days, respectively) or (b) if neither of such rates is published
by 11:00 P.M., New York City time, on the related Calculation
Date, the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 a.m., New York City time, on
such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the
Index Maturity specified above placed for an industrial issuer
whose bond rating is "Aa," or the equivalent, from a nationally
recognized statistical rating organization; provided, however,
that if the dealers selected as aforesaid are not quoting rates
as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest
Determination Date will be the Commercial Paper Rate in effect on
such Commercial Paper Rate Interest Determination Date, or if no
such Commercial Paper Rate is then in effect, the interest rate
on this Security shall be the Initial Interest Rate.
"Money Market Yield" means a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal,
and "M" refers to the actual number of days in the Interest Reset
Period specified above.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified above is the Federal
Funds Rate, this Security shall bear interest for each Interest
Reset Period at an interest rate calculated with reference to the
Federal Funds Rate, determined as set forth below, and the Spread
or Spread Multiplier, if any, specified above.
The Federal Funds Rate for each Interest Reset Period shall
be determined by the Calculation Agent with respect to any
Interest Determination Date (a "Federal Funds Rate Interest
Determination Date") and shall be the rate on such Federal Funds
Interest Determination Date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal
Funds Rate Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If
such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates
for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation
Agent prior to 9:00 A.M., New York City time, on such Federal
Funds Rate Interest Determination Date; provided, however, that
if the brokers so selected by the Calculation Agent are not
quoting rates as mentioned in this sentence, the Federal Funds
Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on
such Federal Funds Rate Interest Determination Date, or if no
Federal Funds Rate is then in effect, the interest rate on this
Security will be the Initial Interest Rate.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified above is LIBOR, this
Security shall bear interest for each Interest Reset Period at an
interest rate calculated with reference to LIBOR and the Spread
Multiplier, if any, specified above. "LIBOR" for each Interest
Reset Period shall be determined with respect to any Interest
Determination Date (a "LIBOR Interest Determination Date") by the
Calculation Agent for such LIBOR Note as follows:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is
specified above, the arithmetic mean of the offered rates
(unless the Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such
single rate shall be used) for deposits in United States
dollars having the Index Maturity specified above,
commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid,
appears) on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or
(b) if "LIBOR Telerate" is specified above or if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified above as
the method for calculating LIBOR, the rate for deposits in
United States dollars having the Index Maturity specified
above, commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date. If fewer than
two such offered rates so appear, or if no such rate so
appears, as applicable, LIBOR on such LIBOR Interest
Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the Designated LIBOR
Page as specified in clause (i) above, the Calculation Agent
will request the principal London offices of each of four
major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in
United States dollars for the period of the Index Maturity
specified above, commencing on the applicable Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that
is representative for a single transaction in United States
dollars in such market at such time. If at least two such
quotations are so provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination
Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on such LIBOR
Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent for loans in
United States dollars to leading European banks, for the
period of the Index Maturity specified above and in a
principal amount that is representative for a single
transaction in United States dollars in such market at such
time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR
Interest Determination Date, or if no such LIBOR rate is
then in effect, the interest rate on this Security shall be
the Initial Interest Rate.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified above, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified above
(or any other page as may replace such page on such service) for
the purpose of displaying the London interbank rates of major
banks for United States dollars or (b) if "LIBOR Telerate" is
specified above or neither "LIBOR Reuters" nor "LIBOR Telerate"
is specified above as the method for calculating LIBOR, the
display on the Dow Jones Telerate Service (or any successor
service) on the page specified above (or any other page as may
replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for United States
dollars.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified above is the Prime
Rate, this Security shall bear interest for each Interest Reset
Period at an interest rate calculated with reference to the Prime
Rate, determined as set forth below, and the Spread or Spread
Multiplier, if any, specified above.
The Prime Rate for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "Prime Rate Interest Determination Date")
and shall be the Prime Rate on such Prime Rate Interest
Determination Date as such rate is published in H.15(519) under
the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic
mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME1 Page (as hereinafter
defined) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page
for such Prime Rate Interest Determination Date, then the Prime
Rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in
the year divided by a 360-day year as of the close of business on
such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation
Agent. If fewer than four such quotations are so provided, then
the Prime Rate shall be the arithmetic mean of four prime rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City
of New York by the major money center banks, if any, that have
provided such quotations and by a reasonable number of substitute
banks or trust companies to obtain four such prime rate
quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States,
or any State thereof, each having total equity capital of at
least $500 million and being subject to supervision or
examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime
Rate Interest Determination Date, or if no such Prime Rate is
then in effect, the interest rate on this Security shall be the
Initial Interest Rate.
"Reuters Screen USPRIME1 Page" means the display on the
Reuter Monitor Money Rates Service (or any successor service) on
the "USPRIME1" page (or such other page as may replace the
USPRIME1 page on such service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified above is the Treasury
Rate, this Security shall bear interest for each Interest Reset
Period at an interest rate calculated with reference to the
Treasury Rate and the Spread or Spread Multiplier, if any,
specified above.
The "Treasury Rate" for each Interest Reset Period shall be
determined by the Calculation Agent with respect to any Interest
Determination Date (a "Treasury Rate Interest Determination
Date") and shall be the rate from the auction held on such
Treasury Rate Interest Determination Date (the "Auction") of
direct obligations of the United States ("Treasury bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills - auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
of such Treasury Bills (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on
a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the
Auction of Treasury Bills having the Index Maturity specified
above are not reported as provided by 3:00 P.M., New York City
time, on the related Calculation Date, or if no such Auction is
held, then the "Treasury Rate" will be calculated by the
Calculation Agent and will be a yield to maturity (expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the
issue of Treasury bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if the
-------- -------
dealers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate determined as of
such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest
Determination Date, or if no such Treasury Rate is then in
effect, the interest rate on this Security will be the Initial
Interest Rate.
If, as specified above, this Security is redeemable, this
Security is subject to redemption at any time on or after the
Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the
applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the
twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Annual Redemption Percentage
Reduction specified above until such redemption price is 100% of
the principal amount of this Security to be redeemed.
[Insert provisions, if any, for redemption pursuant to a
sinking fund or other mandatory redemption provisions.]
Notice of redemption (other than at the option of the
Holder) shall be given by mail to Holders of Securities, not less
than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the
Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional
upon the receipt by the Trustee of money sufficient to pay the
principal of and premium, if any, and interest, if any, on this
Security on or prior to the date fixed for such redemption; a
notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor,
representing the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If this Security is specified on the face hereof to be
repayable at the Option of the Holder, this Security will be so
repaid in whole or in part in increments of $1,000, provided that
the remaining principal amount of any Security surrendered for
partial repayment shall be at least $1,000, on any Option
Repayment Date (as stated on the face hereof), at the option of
the Holder, at 100% of the principal amount to be repaid, plus
accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Security to be
repaid, the Company must receive at the applicable address of the
Trustee set forth below, or at such other place or places of
which the Company shall from time to time notify the Holder of
this Security, on or before the thirtieth, but not earlier than
the sixtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date,
either (i) this Security, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address, and
telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security
to be repaid, (c) a statement that the option to elect repayment
is being exercised thereby, and (d) a guarantee stating that the
Trustee on behalf of the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Any such
election shall be irrevocable. The address to which such
deliveries are to be made is The Chase Manhattan Bank, Attention:
Corporate Trustee Administration Department, 450 West 33rd
Street, New York, New York 10001 (or, at such other places as
the Company shall notify the Holders of the Securities). All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and
binding.
If an Event of Default with respect to the Securities of
this series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the
consent of any Holders of Securities. The Indenture also
contains provisions permitting the Holders of a majority in
principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin
or currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Security or any portion of
the principal amount hereof will be deemed to have been paid for
all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and
discharged, if there has been irrevocably deposited with the
Trustee or any Paying Agent (other than the Company), in trust,
money in an amount which will be sufficient and/or Eligible
Obligations, the principal of and interest on which when due,
without any regard to reinvestment thereof, will provide moneys
which, together with moneys so deposited, will be sufficient to
pay when due the principal of and premium, if any, and interest,
if any, on this Security when due.
The Indenture contains terms, provisions and conditions
relating to the consolidation or merger of the Company or the
Guarantor with or into, and the conveyance or other transfer, or
lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations
of the Company or the Guarantor under the Indenture and on the
Securities (or the Guarantees endorsed thereon) and to the
release and discharge of the Company or the Guarantor, as the
case may be, in certain circumstances, from such obligations.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office of
The Chase Manhattan Bank in New York, New York or such other
office or agency as may be designated by the Company from time to
time, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, and in denominations of
$1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series and Tranche, of
any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the
Security or Securities to be exchanged at the office of The Chase
Manhattan Bank in New York, New York or such other office or
agency as may be designated by the Company from time to time.
The Company shall not be required to execute and the
Security Registrar shall not be required to register the transfer
of or exchange of (a) Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes (subject to Sections 305 and 307 of the Indenture),
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
As used herein,
(1) "Business Day" means any day, other than a Saturday or
Sunday, that is not a day on which banking institutions
or trust companies are generally authorized or required
by law, regulation or executive order to close in The
City of New York or other city in which is located any
Paying Agent for the Securities of this series;
provided that if an Interest Rate Basis specified above
is LIBOR, such day is also a London Business Day.
"London Business Day" means a day on which dealings in
deposits in Dollars are transacted in the London
interbank market;
(2) "H.15(519)" means the publication entitled "Statistical
Release H.15(519)," Selected Interest Rates, or any
successor publication, published by the Board of
Governors of the Federal Reserve System; and
(3) "Composite Quotations" means the daily statistical
release entitled "Composite 3:30 P.M. Quotations for
U.S. Government Securities," or any successor
publication, published by the Federal Reserve Bank of
New York.
All other terms used in this Security without definition which
are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, any Guarantees or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by,
any incorporator, stockholder, officer or director, as such,
past, present or future of the Company or the Guarantor or of any
predecessor or successor of either of them (either directly or
through the Company or the Guarantor, as the case may be, or a
predecessor or successor of either of them), whether by virtue of
any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and this
Security and the Guarantee endorsed hereon are solely corporate
obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the
issuance of this Security and such Guarantee.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual
signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
PP&L CAPITAL FUNDING, INC.
[SEAL] By:
________________________
[Title]
Attested:
By:_________________
[Title]
GUARANTEE
PP&L Resources, Inc., a corporation organized
under the laws of the Commonwealth of Pennsylvania (the
"Guarantor", which term includes any successor under the
Indenture (the "Indenture"), referred to in the Security
upon which this Guarantee is endorsed), for value received,
hereby unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed, the due and
punctual payment of the principal of, and premium, if any,
and interest on such Security when and as the same shall
become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and
of the Indenture. In case of the failure of PP&L Capital
Funding, Inc., a corporation organized under the laws of the
State of Delaware (the "Company", which term includes any
successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment
to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective
of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or the Indenture, any
failure to enforce the provisions of such Security or the
Indenture, or any waiver, modification or indulgence granted
to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security, or increase
the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any
premium payable upon redemption thereof) or change the
Stated Maturity thereof.
The Guarantor hereby waives the benefits of
diligence, presentment, demand for payment, any requirement
that the Trustee or the Holder of such Security exhaust any
right or take any action against the Company or any other
Person, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or
notice with respect to such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged in respect of
such Security except by complete performance of the
obligations contained in such Security and in this
Guarantee. This Guarantee shall constitute a guaranty of
payment and not of collection. The Guarantor hereby agrees
that, in the event of a default in payment of principal, or
premium, if any, or interest, if any, on such Security,
whether at its Stated Maturity, by declaration of
acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of such Security, subject to the terms and
conditions set forth in the Indenture, directly against the
Guarantor to enforce this Guarantee without first proceeding
against the Company.
The obligations of the Guarantor hereunder with
respect to such Security shall be continuing and irrevocable
until the date upon which the entire principal of, premium,
if any, and interest on such Security has been, or has been
deemed pursuant to the provisions of Article Seven of the
Indenture to have been, paid in full or otherwise
discharged.
The Guarantor shall be subrogated to all rights of
the Holder of such Security upon which this Guarantee is
endorsed against the Company in respect of any amounts paid
by the Guarantor on account of such Security pursuant to the
provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce
or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities
issued under the Indenture shall have been paid in full.
This Guarantee shall remain in full force and
effect and continue notwithstanding any petition filed by or
against the Company for liquidation or reorganization, the
Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being
appointed for all or any significant part of the Company's
assets, and shall, to the fullest extent permitted by law,
continue to be effective or reinstated, as the case may be,
if at any time payment of the Security upon which this
Guarantee is endorsed, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether
as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such
Security, such Security shall, to the fullest extent
permitted by law, be reinstated and deemed paid only by such
amount paid and not so rescinded, reduced, restored or
returned.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication of
the Security upon which this Guarantee is endorsed shall
have been manually executed by or on behalf of the Trustee
under the Indenture.
All terms used in this Guarantee which are defined
in such Indenture shall have the meanings assigned to them
in such Indenture.
This Guarantee shall be deemed to be a contract
made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this
Guarantee to be executed as of the date first written above.
PP&L RESOURCES, INC.
By:______________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:______________________ THE CHASE MANHATTAN BANK
as Trustee
By: ____________________
Authorized Officer
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS
SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED
IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (a)
THE DEPOSITARY (i) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING
OR UNABLE TO CONTINUE AS DEPOSITARY OR (ii) HAS CEASED TO BE A
CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER
CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY
WITHIN 90 DAYS, OR (b) THE COMPANY ELECTS TO ISSUE CERTIFICATED
SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE COMPANY AND
THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY) OF ALL
SECURITIES OF THE SERIES DESIGNATED ABOVE.
__________
OPTION TO ELECT REPAYMENT
[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS]
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address of the undersigned)
For this Security to be repaid the Company must receive at the
Corporate Trust Office of the Trustee in the City of New York or
at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or
before the thirtieth, but not earlier than the sixtieth, calendar
day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security,
with this "Option to Elect Repayment" form duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address, and telephone number of the Holder of the
Security, (b) the principal amount of the Security and the amount
of the Security to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby, and (d) a guarantee
stating that the Security to be repaid with this form duly
completed will be received by the Trustee on behalf of the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission, or letter (and such
Security and form duly completed are received by the Trustee on
behalf of the Company by such fifth Business Day). Exercise of
the repayment option by the Holder shall be irrevocable.
If less than the entire principal amount of the within Security
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000) which the Holder elects to have
repaid: ___________________________________________________; and
specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof) of the Security or Securities to
be issued to the Holder for the portion of the within Security or
Securities to be issued to the Holder for the portion of the
within Security not being repaid (in the absence of any
specification, one such Security will be issued for the portion
not being repaid):
______________________________ Date:___________________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the Security
in every particular without alter-
ation or enlargement or any other
change whatsoever.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
[please insert social security or other identifying number of
assignee]
_________________________________________________________________
[please print or typewrite name and address of assignee]
_________________________________________________________________
the within Security of PP&L CAPITAL FUNDING, INC. and does hereby
irrevocably constitute and appoint ____________________,
Attorney, to transfer said Security on the books of the
within-mentioned Company, with full power of substitution in the
premises.
Dated: _______________
________________________________________
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Security in every
particular without alteration or enlargement or any change
whatsoever.