EXHIBIT 4.4
FORM OF EXCHANGE NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER 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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
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PPL ENERGY SUPPLY, LLC
SENIOR NOTE, 6.40% EXCHANGE SERIES A DUE 2011
Original Issue Date:
Stated Maturity: November 1, 2011
Interest Rate: 6.40%
Interest Payment Dates: May 1 and November 1
First Interest Payment Date: May 1, 2002
Regular Record Dates: April 15 and October 15
This Security is not a Discount Security within
the meaning of the within-mentioned Indenture
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Principal Amount No.
$ CUSIP
PPL ENERGY SUPPLY, LLC, a limited liability company 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
on the Stated Maturity specified above, and to pay interest thereon from October
19, 2001 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 May 1, 2002, 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.
Notwithstanding the foregoing, 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 JPMorgan Chase 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 October 1, 2001 (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"), between
the Company and JPMorgan Chase Bank (formerly known as 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.
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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.
This Security is subject to redemption at the election of the Company,
in whole at any time or in part from time to time, at a Redemption Price equal
to the greater of:
(a) 100% of the principal amount of this Security to be so
redeemed; or
(b) as determined by an Independent Investment Banker, the sum of
the present values of the remaining scheduled payments of
principal and interest on the principal amount of this
Security to be so redeemed (not including any portion of such
payments of interest accrued to the date of redemption)
discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 25 basis points,
plus, in either of the above cases, accrued and unpaid interest to the date of
redemption.
"Adjusted Treasury Rate" means, with respect to any Redemption Date:
(a) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or
(b) if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
The Adjusted Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term to the Stated Maturity of this Security to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Security (the "Remaining
Life").
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
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and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means:
(a) Morgan Stanley & Co. Incorporated and Barclays Capital Inc. and
their respective successors; provided, however, that if either of
the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute another Primary Treasury Dealer and
(b) any three other Primary Treasury Dealers selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.
Promptly after the calculation thereof, the Company shall give the
Trustee written notice of the Redemption Price for the foregoing redemption. The
Trustee shall have no responsibility for any such calculation.
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 applicable Paying Agent or Agents 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 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
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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 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
under the Indenture and on the Securities and to the release and discharge of
the Company 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 JPMorgan Chase 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 $100,000 and integral
multiples of $1,000 in excess 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 JPMorgan Chase Bank in New York, New
York or such other office or agency as may be designated by the Company from
time to time.
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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 (including, without
limitation, Section 5-1401 of the New York General Obligations Law or any
successor to such statute), except to the extent that the Trust Indenture Act
shall be applicable.
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 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 member, officer, director or manager, as
such, past, present or future of the Company or of any predecessor or successor
of the Company (either directly or through the Company or a predecessor or
successor of the Company), 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 are solely obligations of the Company 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.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PPL ENERGY SUPPLY, LLC
[SEAL] By:________________________
President
Attested:
By_____________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: ________________________ JPMORGAN CHASE BANK
AS TRUSTEE
By:___________________________
Authorized Officer
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FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
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[please insert social security or other identifying number of assignee]
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[please print or typewrite name and address of assignee]
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the within Security of PPL ENERGY SUPPLY, LLC 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:________________________
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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.
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