exhibit4d.htm


    Exhibit
4(d)

     

    


     

    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, Variable Rate Pollution Control Series 2008

     

    The
undersigned, James E. Abel, Treasurer of PPL Electric Utilities Corporation
(the “Company”), pursuant to Supplemental Indenture No. 9, dated as of October
1, 2008 (“Supplemental Indenture No. 9”) (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. 9), 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 successor to JPMorgan Chase
Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the
“Trustee”), does hereby establish for the series of Securities established in
Supplemental Indenture No. 9 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,
      Variable Rate Pollution Control Series 2008” (the
  “Bonds”);

            


    

     

    
      	
              b)  

            	
              the
      aggregate principal amount of Bonds which may be authenticated and
      delivered under the Indenture shall be limited to $90,000,000, 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 October 1, 2023; 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 the same rate or rates borne from time to time by the
      Pollution Control Revenue Refunding Bonds, Series 2008 (PPL Electric
      Utilities Corporation Project) (the “Revenue Bonds”) of the Pennsylvania
      Economic Development Financing Authority (the “Authority”), the Revenue
      Bonds being issued under the Trust Indenture, dated as of October 1, 2008
      (the “Revenue Bond Indenture”) of the Authority to The Bank of New York
      Mellon Trust Company, N.A., as trustee (the “Revenue Bond Trustee”);
      and  the Interest Payment Dates for the Bonds shall be the dates
      on which the interest is payable on the Revenue Bonds; the Regular Record
      Date for the interest payable on any Interest Payment Date with respect to
      the Bonds shall be the same date or dates as the Regular Record Date for
      the Revenue Bonds (as defined in the Revenue Bond Indenture); 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)  

            	
              (i)
      The Bonds shall be redeemed in whole or in part at the times and
      redemption prices and in the amounts that the Revenue Bonds are to be
      redeemed at the option of the Company pursuant to Section 9.01(a) of the
      Revenue Bond Indenture, except to the extent that no such redemption of
      the Revenue Bonds occurs as contemplated by Section 9.04(c) of the Revenue
      Bond Indenture; and no notice of any such redemption of the Bonds shall be
      required to be given;

            


    

     

    


     

    
      	
               
      

            	
              (ii)
      Upon the occurrence of an Event of Default under the Revenue Bond
      Indenture, and upon the condition that Revenue Bonds shall have become
      immediately due and payable pursuant to any provision of the Revenue Bond
      Indenture and further upon the condition that there shall not have
      occurred and be continuing an Event of Default as defined in Section 901
      of the Indenture, upon the demand of the Revenue Bond Trustee, the Bonds
      shall be redeemed by the Company at the principal amount thereof plus
      accrued interest to the date of redemption; and, further, upon the
      redemption, in whole or in part, of the Revenue Bonds pursuant to Section
      9.01(b) of the Revenue Bond Indenture, the Bonds shall be redeemed by the
      Company on the date such Revenue Bonds are to be redeemed in an amount
      equal to the principal amount of such Revenue Bonds plus interest accrued
      to such date; and no notice of any such redemption shall be required to be
      given;

            


    

     

    
      	
              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. 9 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. 9 shall apply to the
    Bonds;

            


    

     

    
      	
              r)  

            	
              inapplicable;

            


    

     

    
      	
              s)  

            	
              inapplicable;

            


    

     

    
      	
              t)  

            	
              the
      Bonds shall not be transferable, except to a successor trustee under the
      Revenue Bond Indenture; 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)  

            	
              the
      Bonds are Benefitted Securities under Section 707 of the Indenture;
      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 Bond attached hereto as
      Exhibit A, 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 28th day of
October, 2008 in New York, New York.

     

    
      
        	
                 
      By:             
      

              	
                /s/  James
      E. Abel

              


      

      
        	
                 
      

              	
                Name:

              	
                James
      E. Abel

              


      

      
        	
                 
      

              	
                Title:

              	
                Treasurer

              


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
A

     

    [FORM
OF BOND]

     

    This
Bond is non-transferable except to a successor Revenue Bond Trustee under the
Revenue Bond Indenture referred to herein.

    


     

    


     

    No._______________

     

    PPL
ELECTRIC UTILITIES CORPORATION

     

    SENIOR
SECURED BOND, VARIABLE RATE POLLUTION CONTROL SERIES 2008

     

    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 The Bank of New York
Mellon Trust Company, N.A., as trustee, or to its successor as such trustee (the
“Revenue Bond Trustee”), under a Trust Indenture, dated as of October 1, 2008
(the “Revenue Bond Indenture”), between the Pennsylvania Economic Development
Financing Authority (the “Authority”) and the Revenue Bond Trustee, pursuant to
which the Authority will issue $90,000,000 aggregate principal amount of its
Pollution Control Revenue Refunding Bonds, Series 2008 (PPL Electric Utilities
Corporation Project) (the “Revenue Bonds”), the principal sum of NINETY MILLION
($90,000,000) Dollars on October 1, 2023 (the “Stated Maturity Date”), and to
pay interest on said principal sum at the same rate or rates borne from time to
time as the Revenue Bonds and on the same date or dates as interest is payable
on the Revenue Bonds (each such date, an “Interest Payment
Date”).  Interest on the Securities of this series will accrue from
and including October __, 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 on the Regular Record Date (as defined in the Revenue Bond Indenture)
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 same basis or bases as interest is computed on the Revenue
Bonds.

     

    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.

     

    Anything
herein to the contrary notwithstanding, the obligation of the Company to make
any payment of the principal of, or premium, if any, or interest on, this
Security shall be deemed to be satisfied and discharged to the extent of the
corresponding payment (i) made by the Company to the Revenue Bond Trustee
pursuant to the Agreement or Note (as defined in the Revenue Bond Indenture)
and/or (ii) made with moneys on deposit in any fund or account maintained under
the Revenue Bond Indenture for the payment of the principal or redemption price
of, or interest on, the Revenue Bonds.

     

    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 successor to JPMorgan Chase Bank, N.A. (formerly known as
The Chase Manhattan Bank)), 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. 9 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.

     

    The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of and interest on the Securities as the same shall become due and
payable shall have been fully satisfied and discharged unless and until it shall
have received a written notice from the Holder of the Securities, signed by an
authorized officer thereof, stating that the principal of or interest on the
Bonds has become due and payable and has not been fully paid, and specifying the
amount of funds required to make such payment.

     

    The
Securities of this series shall be redeemed in whole or in part at the times and
redemption prices and in the amounts that the Revenue Bonds are to be redeemed
at the option of the Company pursuant to Section 9.01(a) of the Revenue Bond
Indenture except to the extent that no such redemption of the Revenue Bonds
occurs as contemplated by Section 9.04(c) of the Revenue Bond Indenture; and no
notice of any such redemption of the Bonds shall be required to be
given.

     

    Upon the
occurrence of an Event of Default under the Revenue Bond Indenture and upon the
condition that the Revenue Bonds shall have become immediately due and payable
pursuant to any provision of the Revenue Bond Indenture, and upon further
condition that there shall not have occurred and be continuing an Event of
Default under the Indenture, upon the demand of the Revenue Bond Trustee, the
Securities of this series shall be redeemed by the Company at the principal
amount thereof plus accrued interest to the date of such redemption; and no
notice of any such redemption shall be required to be given.

     

    Upon the
redemption, in whole or in part, of the Revenue Bonds pursuant to Section
9.01(b) of the Revenue Bond Indenture, the Securities of this series shall be
redeemed by the Company on the date the Revenue Bonds are to be redeemed in an
amount equal to the principal amount of the Revenue Bonds to be redeemed plus
interest accrued to such date; and no notice of any such redemption shall be
required to be given.

     

    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 such Holder shall have previously given the Trustee
written notice of a continuing Event of Default, 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, and 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 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.

     

    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 (i) a Saturday or Sunday or
legal holiday or a day on which banking institutions in the city or cities in
which the Designated Offices of the Trustee, the Revenue Bond Trustee, the
Tender Agent, Depository or the Paying Agent (each as defined in the Revenue
Bond Indenture) or the Principal Office of a Credit Facility Issuer (as defined
in the Revenue Bond Indenture), if any (or, the case of a foreign bank, the
licensed branch thereof which has issued, or will honor draws upon, any such
Credit Facility (as defined in the Revenue Bond Indenture), are located or
required by law or executive order to close or (ii) a day on which the New York
Stock Exchange or the principal office of the Remarketing Agent (as defined in
the Revenue Bond Indenture) is 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