exhibit4c.htm


    Exhibit
4(c)

     

    PPL
ELECTRIC UTILITIES CORPORATION

     

    OFFICER’S
CERTIFICATE

    (under
Sections 201 and 301 of the Indenture dated as of August 1, 2001)

     

    Establishing
the Form and Certain Terms of the

     

    Senior
Secured Bonds, 7.125% Series due 2013

     

    The
undersigned, James E. Abel, Treasurer of PPL Electric Utilities Corporation
(the “Company”), pursuant to Supplemental Indenture No. 8, dated as of
October 1, 2008 (“Supplemental Indenture No. 8”) (all capitalized terms used
herein which are not defined herein but are defined in the Indenture referred to
below, shall have the meanings specified in the Indenture, as supplemented by
Supplemental Indenture No. 8), and Sections 201 and 301 of the Indenture of
the Company dated as of August 1, 2001 (as heretofore supplemented, the
“Indenture”) to The Bank of New York Mellon, as trustee (the “Trustee”), does
hereby establish for the series of Securities established in Supplemental
Indenture No. 8 the following terms and characteristics (the lettered clauses
set forth herein corresponding to such clauses in said Section
301):

     

    
      	
              a)  

            	
              the
      title of the Securities of such series shall be “Senior Secured Bonds,
      7.125% Series due 2013” (the
“Bonds”);

            


    

     

    
      	
              b)  

            	
              the
      aggregate principal amount of Bonds which may be authenticated and
      delivered under the Indenture shall be limited to $400,000,000, except as
      contemplated in Section 301(b) and the last paragraph of Section 301 of
      the Indenture;

            


    

     

    
      	
              c)  

            	
              interest
      on the Bonds shall be payable to the Person or Persons in whose names the
      Bonds are registered at the close of business on the Regular Record Date
      for such interest, except as otherwise expressly provided in the form of
      Bond attached hereto and hereby authorized and
  approved;

            


    

     

    
      	
              d)  

            	
              the
      principal shall be due and payable on November 30, 2013; and the Company
      shall not have the right to extend the Maturity of the Bonds as
      contemplated in Section 301(d) of the
Indenture;

            


    

     

    
      	
              e)  

            	
              as
      provided in the form of Bond attached as Exhibit A hereto, the Bonds shall
      bear interest at a fixed rate of 7.125% per annum; the Interest Payment
      Dates for the Bonds shall be May 30 and November 30 of each year,
      commencing May 30, 2009; the Regular Record Date for the interest payable
      on any Interest Payment Date with respect to the Bonds shall be the close
      of business on the May 15 or November 15 (whether or not a Business Day)
      immediately preceding such Interest Payment Date; and the Company shall
      not have any right to extend any interest payment periods for the Bonds as
      contemplated in Sections 301(e) and 312 of the
  Indenture;

            


    

     

    
      	
              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 any premium
      and interest on the Bonds at Maturity shall be payable, at which
      registration of transfers and exchanges of the Bonds may be effected and
      at which notices and demands to or upon the Company in respect of the
      Bonds and the Indenture may be served; and the Trustee will initially be
      the Security Registrar and the Paying Agent for the Bonds; provided,
      however, that the Company reserves the right to change, by one or more
      Officer’s Certificates, any such office or agency and such agent; each
      installment of interest on a Bond shall be payable as provided in Exhibit
      A hereto;

            


    

     

    
      	
              g)  

            	
              the
      Bonds shall be redeemable, in whole or in part, at the option of the
      Company as and to the extent provided in Exhibit A
  hereto;

            


    

     

    
      	
              h)  

            	
              inapplicable;

            


    

     

    
      	
              i)  

            	
              the
      Bonds shall be issued in denominations of $1,000 and any integral multiple
      of $1,000 in excess thereof;

            


    

     

    
      	
              j)  

            	
              inapplicable;

            


    

     

    
      	
              k)  

            	
              inapplicable;

            


    

     

    
      	
              l)  

            	
              inapplicable;

            


    

     

    
      	
              m)  

            	
              inapplicable;

            


    

     

    
      	
              n)  

            	
              inapplicable;

            


    

     

    
      	
              o)  

            	
              reference
      is hereby made to the provisions of Supplemental Indenture No. 8 for
      certain covenants of the Company for the benefit of the Holders of the
      Bonds, in addition to those set forth in Article Seven of the
      Indenture;

            


    

     

    
      	
              p)  

            	
              inapplicable;

            


    

     

    
      	
              q)  

            	
              the
      only obligations or instruments that shall be considered Eligible
      Obligations in respect of the Bonds shall be Government Obligations; and
      the provisions of Section 801 of the Indenture as supplemented by Section
      104 of Supplemental Indenture No. 8 shall apply to the
    Bonds;

            


    

     

    
      	
              r)  

            	
              the
      Bonds shall be initially issued in global form and the depository for the
      global Bonds 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 Bonds (DTC and any such successor depository,
      the “Depository”); beneficial interests in Bonds issued in global form may
      not be exchanged in whole or in part for individual certificated Bonds in
      definitive form, and no transfer of a global Bond 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 Bonds or (B) has ceased to be a clearing agency registered
      under the Exchange Act and, in either case, a successor depository for
      such global bonds has not been appointed by the Company within 90 days of
      such notice or cessation, the Company will execute, and the Trustee, upon
      receipt of a Company Order for the authentication and delivery of
      definitive Bonds, will authenticate and deliver Bonds in definitive
      certificated form in an aggregate principal amount equal to the principal
      amount of the global Bonds representing such Bonds in exchange for such
      global Bond, such definitive Bonds to be registered in the names provided
      by the Depository; each global Bond (i) shall represent and shall be
      denominated in an amount equal to the aggregate principal amount of the
      outstanding Bonds to be represented by such global Bond, (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 Bond 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 Bond or for maintaining,
      supervising or reviewing any records relating to such beneficial ownership
      interests; the Bonds in global form will contain restrictions on transfer,
      substantially as described in the form set forth in Exhibit A
      hereto;

            


    

     

    
      	
              s)  

            	
              inapplicable;

            


    

     

    
      	
              t)  

            	
              reference
      is made to clause (r) above; no service charge shall be made for the
      registration of transfer or exchange of the Bonds; provided, however, that
      the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with the
      exchange or transfer;

            


    

     

    
      	
              u)  

            	
              inapplicable;

            


    

     

    
      	
              v)  

            	
              inapplicable;
      and

            


    

     

    
      	
              w)  

            	
              except
      as otherwise determined by the proper officers of the Company and
      communicated to the Trustee in a Company Order or as established in one or
      more Officer’s Certificates supplemental to this Officer’s Certificate,
      the Bonds shall be substantially in the form of the Bond attached hereto,
      which form is hereby authorized and approved, and shall have such further
      terms as are set forth in such
form.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
WITNESS WHEREOF, I have executed this Officer’s Certificate this 17th day of
October, 2008 in New York, New York.

     

    
      
        	
                 
      

              
	
                Name:  James
      E. Abel

              
	
                Title:    Treasurer

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    Exhibit
A

     

    [FORM
OF BOND]

     

    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to PPL Electric Utilities
Corporation 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 to 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.

    


     

    


     

    No._______________                                              CUSIP No. ____________

     

    PPL
ELECTRIC UTILITIES CORPORATION

     

    SENIOR
SECURED BOND, 7.125% SERIES DUE 2013

     

    PPL
ELECTRIC UTILITIES CORPORATION, a corporation duly organized and existing under
the laws of the Commonwealth of Pennsylvania (herein referred to as the
“Company”, which term includes any successor Person under the Indenture referred
to below), for value received, hereby promises to pay to
_________________________ or to its registered assigns, the principal sum of
________________MILLION ($___________) Dollars on November 30, 2013 (the “Stated
Maturity Date”), and to pay interest on said principal sum semi-annually in
arrears on May 30 and November 30 of each year commencing May 30, 2009 (each an
“Interest Payment Date”) at the rate of 7.125% per annum until the principal
hereof is paid or made available for payment.  Interest on the
Securities of this series will accrue from and including October 14, 2008, to
and excluding the first Interest Payment Date, and thereafter will accrue from
and including the last Interest Payment Date to which interest has been paid or
duly provided for.  No interest will accrue on the Securities with
respect to the day on which the Securities mature.

     

    In the
event that any Interest Payment Date is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of such
delay) with the same force and effect as if made on the Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, 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 May 15 or November 15, whether or not
a Business Day, (each such date a “Regular Record Date”) immediately preceding
such Interest Payment Date, except that interest payable at Maturity will be
payable to the Person to whom principal shall be paid.  Any such
interest not so punctually paid or duly provided for will 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 whereof 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 the Indenture referred to
herein.  Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months, and with respect to any period less than a
full calendar month, on the basis of the actual number of days elapsed during
the period.

     

    Payment
of the principal of and premium, if any, and interest at Maturity on this
Security shall be made upon presentation of this Security at the corporate trust
office of The Bank of New York Mellon 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, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts, and payment
of interest, if any, on this Security (other than interest payable 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, provided that if such Person
is 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 and such
Person.

     

    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 August 1, 2001 (herein, together with any amendments
or supplements thereto, called the “Indenture,” which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of
New York Mellon, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture, including Supplemental Indenture No. 8 thereto, for a statement
of the property mortgaged, pledged and held in trust, the nature and extent of
the security, the conditions upon which the Lien of the Indenture may be
released and the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms 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 thereof to all of the terms
and provisions of the Indenture.  This Security is one of the series
designated on the face hereof.

     

    This
Security is subject to redemption at the option 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 the Quotation Agent, 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 at the Adjusted Treasury Rate,
      plus 50 basis points,

            


    

     

    plus, in
either of the above cases, accrued and unpaid interest to the date of
redemption.  The redemption price will be calculated assuming a
360-day year consisting of twelve 30-day months.

     

    “Adjusted
Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the
remaining term to the Stated Maturity Date 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 this Security.

     

    “Comparable
Treasury Price” means, with respect to any redemption date:

     

    
      	
              a)  

            	
              the
      average of five Reference Treasury Dealer Quotations for that redemption
      date, after excluding the highest and lowest Reference Treasury Dealer
      Quotations, or

            


    

     

    
      	
              b)  

            	
              if
      the Quotation Agent obtains fewer than five Reference Treasury Dealer
      Quotations, the average of all Reference Treasury Dealer Quotations so
      received.

            


    

     

    “Quotation
Agent” means one of the Reference Treasury Dealers appointed by the
Company.

     

    “Reference
Treasury Dealer” means:

     

    
      	
              (a)  

            	
              each
      of Barclays Capital Inc. and BNP Paribas Securities Corp., and their
      respective successors, unless any of them ceases to be a primary U.S.
      Government securities dealer in New York City (a “Primary Treasury
      Dealer”), in which case 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 Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount), as provided to the
Quotation Agent by that Reference Treasury Dealer 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, 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.  Notwithstanding Section 504 of the Indenture, any such
notice of redemption need not set forth the redemption price but only the manner
of calculation thereof.

     

    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 contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture.

     

    The
Indenture contains provisions for release of the Lien thereof upon compliance
with certain conditions set forth therein.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of all series affected at the time Outstanding, on behalf of
the Holders of all Securities of such series, 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 herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless (a) such Holder shall have previously given the
Trustee written notice of a continuing Event of Default; (b) the Holders of 25%
in aggregate principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity; (c) the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities a direction inconsistent with
such request; and (d) shall have failed to institute any such proceeding for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

     

    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 any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    The
Securities of this series are issuable only in registered form without coupons,
and in denominations of $1,000 and integral multiples thereof.  As
provided in the Indenture and subject to certain limitations therein and herein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series and Tranche and of like tenor
and of authorized denominations, as requested by the Holder surrendering the
same.

     

    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.

     

    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.

     

    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 this Security 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
and except to the extent that the law of the any other jurisdiction shall
mandatorily govern.

     

    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 in The City of New
York, New York, or other city in which a paying agent for such Security is
located, are generally authorized or required by law, regulation or executive
order to remain closed.  All other terms used in this Security that
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 incorporator, stockholder, member,
officer or director, as such, past, present or future of the Company or of any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), 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 all the Securities 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 the Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein 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 in
New York, New York.

     

    PPL
ELECTRIC UTILITIES CORPORATION

     

    By:_______________________________________

     

    


     

    


     

    [FORM
OF CERTIFICATE OF AUTHENTICATION]

     

    CERTIFICATE
OF AUTHENTICATION

     

    


     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    Dated:

     

    THE BANK
OF NEW YORK MELLON, as Trustee

     

    By:_______________________________________

    Authorized
Signatory