exhibit4c.htm


    
      Exhibit
4(c)


       

      PPL
ELECTRIC UTILITIES CORPORATION

      


       

      TO

       

      THE
BANK OF NEW YORK MELLON

      (as
successor to JPMorgan Chase Bank, N.A.

      (formerly
known as The Chase Manhattan Bank)),

       

      


       

      Trustee

       

      


      


      


      


      _____________________________

       

      Supplemental
Indenture No. 9

      Dated
as of October 1, 2008

      


       

      _____________________________

       

      Supplemental
to the Indenture

      dated
as of August 1, 2001

      


       

      _____________________________

       

      Establishing
Terms of

      


      Senior
Secured Bonds, Variable Rate Pollution Control Series 2008

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        


         

        


      

      Supplemental
Indenture No. 9

       

      SUPPLEMENTAL
INDENTURE No. 9, dated as of the 1st day of October, 2008 made and entered into
by and between PPL ELECTRIC UTILITIES CORPORATION, a corporation of the
Commonwealth of Pennsylvania, having its principal corporate offices at Two
North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called
the “Company”), and THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase
Bank, N.A.), a New York banking corporation, having its corporate trust office
at 101 Barclay Street, 4th Floor, New York, New York  10286
(hereinafter sometimes called the “Trustee”), as Trustee under the Indenture,
dated as of August 1, 2001 (hereinafter called the “Original Indenture”), this
Supplemental Indenture No. 9 being supplemental thereto.  The Original
Indenture and any and all indentures and instruments supplemental thereto are
hereinafter sometimes collectively called the “Indenture.”

       

      RECITALS
OF THE COMPANY

       

      The
Original Indenture was authorized, executed and delivered by the Company to
provide for the issuance from time to time of its Securities (such term and all
other capitalized terms used herein without definition having the meanings
assigned to them in the Original Indenture), to be issued in one or more series
as contemplated therein, and to provide security for the payment of the
principal of and premium, if any, and interest, if any, on such
Securities.

       

      The
Company has heretofore executed and delivered to the Trustee Supplemental
Indentures for the purposes recited therein and for the purpose of creating
series of securities as set forth in Schedule A hereto.

       

      Pursuant
to Article Three of the Original Indenture, the Company wishes to establish an
eleventh series of Securities, such series of Securities to be hereinafter
sometimes called “Securities of the Eleventh Series.”

       

      As
contemplated in Section 301 of the Original Indenture, the Company further
wishes to establish the designation and certain terms of the Securities of the
Eleventh Series.  The Company has duly authorized the execution and
delivery of this Supplemental Indenture No. 9 to establish the designation and
certain terms of the Securities of the Eleventh Series and has duly authorized
the issuance of such Securities; and all acts necessary to make this
Supplemental Indenture No. 9 a valid agreement of the Company, and to make the
Securities of the Eleventh Series valid obligations of the Company, have been
performed.

       

      NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 9 WITNESSETH, that, for and in
consideration of the premises and of the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the Holders of the Securities of the Eleventh Series,
as follows:

       

      ARTICLE
ONE.

       

      Eleventh
Series Of Securities

       

      SECTION
101.   There is
hereby created a series of Securities designated “Senior Secured Bonds, Variable
Rate Pollution Control Series 2008” and the Securities of such series shall have
the terms provided therefor in this Article One of this Supplemental Indenture
No. 9, shall be limited in aggregate principal amount (except as contemplated in
Section 301(b) of the Original Indenture) to $90,000,000, and shall have such
terms as are hereby established for such Securities of the Eleventh Series as
contemplated in Section 301 of the Original Indenture.  The form or
forms and additional terms of the Securities of the Eleventh Series shall be
established in an Officer’s Certificate of the Company, as contemplated by
Section 201 of the Original Indenture.

       

      SECTION
102.   Covenants.

       

      So long
as any Securities of the Eleventh Series shall remain Outstanding, each of the
following shall be an additional covenant of the Company under the
Indenture:

       

      (a) After the
date of the first authentication of Securities of the Eleventh Series, the
Company shall not issue additional Class A Bonds under the PPL 1945 Mortgage
except for Class A Bonds (i) to replace mutilated, destroyed, lost or stolen
Class A Bonds of the same series or to effect transfers, exchanges, or partial
redemptions, payments or retirements of Class A Bonds; (ii) to be delivered to
the Trustee under the Indenture; or (iii) to refund or refinance outstanding
Class A Bonds.

       

      (b) The
Securities of the Eleventh Series shall have the benefit of the covenant of the
Company contained in Section 707 of the Indenture.

       

      (c) The
Company shall notify the Holders of the Securities of the Eleventh Series of the
discharge of the Lien of the Indenture pursuant to Section 1811 of the Original
Indenture promptly after the recording of the instruments of discharge executed
by the Trustee.

       

      SECTION
103.   Release of Mortgaged
Property.  So long as any Securities of the Eleventh Series
shall remain Outstanding, any Officer’s Certificate delivered pursuant to
Section 1803(b) of the Original Indenture shall also state that (except in any
case where a Governmental Authority has lawfully ordered the Company to divest
itself of such property) such release is, in the judgment of the signers,
desirable in the conduct of the business of the Company.

       

      SECTION
104.   Satisfaction and
Discharge.  The Company hereby agrees that, if the Company
shall make any deposit of money and/or Eligible Obligations with respect to any
Securities of the Eleventh Series, or any portion of the principal amount
thereof, as contemplated by Section 801 of the Indenture, the Company shall not
deliver an Officer’s Certificate described in clause (z) in the first paragraph
of said Section 801 unless the Company shall also deliver to the Trustee,
together with such Officer’s Certificate, either:

       

      (a) an
instrument wherein the Company, notwithstanding the satisfaction and discharge
of its indebtedness in respect of such Securities, shall retain the obligation
(which shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or additional
Eligible Obligations (meeting the requirements of Section 801), if any, or any
combination thereof, at such time or times, as shall be necessary, together with
the money and/or Eligible Obligations theretofore so deposited, to pay when due
the principal of and premium, if any, and interest due and to become due on such
Securities or portions thereof, all in accordance with and subject to the
provisions of said Section 801; provided, however, that such instrument may
state that the obligation of the Company to make additional deposits as
aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof (which opinion shall be obtained at the expense
of the Company); or

       

      (b) an
Opinion of Counsel to the effect that the Holders of such Securities, or
portions of the principal and amount thereof, will not recognize income, gain or
loss for United States federal income tax purposes as a result of the
satisfaction and discharge of the Company’s indebtedness in respect thereof and
will be subject to United States federal income tax on the same amounts, at the
same times and in the same manner as if such satisfaction and discharge had not
been effected.

       

      SECTION
105.   Trustee to Hold Class A Bonds In New
York.  So long as any Securities of the Eleventh Series remain
Outstanding, the Trustee shall hold in the State of New York all Class A Bonds
delivered to and to be held by it pursuant to Sections 1602 and 1701 of the
Indenture; provided that the Trustee may hold such Class A Bonds in another
jurisdiction if it receives an Opinion of Counsel to the effect that the
perfection and priority of the security interest, if any, created by the last
sentence of such Section 1701 will continue in such other jurisdiction and
notifies the Company of such change in jurisdiction.

       

      ARTICLE
TWO.

       

      Miscellaneous
Provisions

       

      SECTION
201.   This
Supplemental Indenture No. 9 is a supplement to the Original
Indenture.  As supplemented by this Supplemental Indenture No. 9, the
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Supplemental Indenture No. 9 shall together constitute the
Indenture.

       

      SECTION
202.   The
recitals contained in this Supplemental Indenture No. 9 shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness and makes no representations as to the validity or sufficiency of
this Supplemental Indenture No. 9.

       

      This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No.
9 to be duly executed as of the day and year first written above.

       

      PPL
ELECTRIC UTILITIES CORPORATION

       

      
         

        
          
            	
                     
      

                  	
                    By:  /s/  James
      E. Abel

                  


          

          
            	
                     
      

                  	
                    Name:

                  	
                    James
      E. Abel

                  


          

          
            	
                     
      

                  	
                    Title:

                  	
                    Treasurer

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      THE BANK
OF NEW YORK MELLON, as Trustee

       

       

      
        
          	
                   
      

                	
                  By:  /s/  Joseph
      Costantino

                


        

        
          	
                   
      

                	
                  Name:

                	
                  Joseph
      Costantino

                


        

        
          	
                   
      

                	
                  Title:

                	
                  Vice
      President

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                  COMMONWEALTH
      OF PENNSYLVANIA

                	
                  )

                	 
      
	 
      	
                  )

                	
                  ss.:

                
	
                  COUNTY
      OF LEHIGH

                	
                  )

                	 
      


        

        


         

      

       

      On this
28th day of October, 2008, before me, a notary public, the undersigned,
personally appeared James E. Abel, who acknowledged himself to be the Treasurer
of PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania and that he, as such Treasurer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as Treasurer.

       

      In
witness whereof, I hereunto set my hand and official seal.

       

      
         

        
          	
                   
      

                	
                  /s/ Diane M.
      Koch

                


        

        
          	
                   
      

                	
                  Notary
      Public

                


        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            


            
              	
                      STATE
      OF NEW YORK 

                    	
                      )

                    	 
      
	 
      	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
      OF NEW YORK

                    	
                      )

                    	 
      


            

            


             

          

        

      

      On this
28th day of October, 2008, before me, a notary public, the undersigned,
personally appeared Joseph Costantino, who acknowledged himself to be Vice
President of THE BANK OF NEW YORK MELLON, a corporation and that he, as Vice
President, being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as
Vice President.

       

      In
witness whereof, I hereunto set my hand and official seal.

       

      
        	
                 
      

              	
                By:/s/ N. Oni
      Perinchief

              


      

      
        	
                 
      

              	
                Notary
      Public

              


      

      


       

      The Bank
of New York Mellon hereby certifies that its precise name and address as Trustee
hereunder are:

       

      The Bank
of New York Mellon

      Global
Structured Finance

      101
Barclay Street, 4th Floor

      New York,
New York 10286

      Attn:  Global
Americas

       

      THE BANK
OF NEW YORK MELLON, as Trustee

       

      By:  /s/ Joseph
Costantino                                  

                          

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        SCHEDULE
A

         

        
          	
                  Supplemental Indenture
      No.

                	
                  Dated as
      of

                	
                  Series

                	
                  Series
      Designation

                	
                  Principal
      Amount Authorized

                	
                  Principal
      Amount Issued

                	
                  Principal
      Amount Outstanding 1

                
	
                  1

                	
                  August
      1, 2001

                	
                  First

                	
                  Senior
      Secured Bonds,

                  5
      7/8% Series due 2007

                	
                  $300,000,000

                	
                  $300,000,000

                	
                  None

                
	
                  1

                	
                  August
      1, 2001

                	
                  Second

                	
                  Senior
      Secured bonds,

                  6
      1⁄4% Series due 2009

                	
                  $500,000,000

                	
                  $500,000,000

                	
                  $485,785,000

                
	
                  2

                	
                  February
      1, 2003

                	
                  Third

                	
                  Senior
      Secured Bonds, 3.125% Pollution Control Series due 2008

                	
                  $90,000,000

                	
                  $90,000,000

                	
                  $90,000,0002

                
	
                  3

                	
                  May
      1, 2003

                	
                  Fourth

                	
                  Senior
      Secured Bonds, 4.30% Series due 2013

                	
                  $100,000,000

                	
                  $100,000,000

                	
                  $100,000,000

                
	
                  4

                	
                  February
      1, 2005

                	
                  Fifth

                	
                  Senior
      Secured Bonds, 4.70% Pollution Control Series due 2029

                	
                  $115,500,000

                	
                  $115,500,000

                	
                  $115,500,000

                
	
                  5

                	
                  May
      1, 2005

                	
                  Sixth

                	
                  Senior
      Secured Bonds, 4.75% Pollution Control Series due 2027

                	
                  $108,250,000

                	
                  $108,250,000

                	
                  $108,250,000

                
	
                  6

                	
                  December
      1, 2005

                	
                  Seventh

                	
                  Senior
      Secured Bonds, 4.95% Series due 2015

                	
                  $100,000,000

                	
                  $100,000,000

                	
                  $100,000,000

                
	
                  6

                	
                  December
      1, 2005

                	
                  Eighth

                	
                  Senior
      Secured Bonds, 5.15% Series due 2020

                	
                  $100,000,000

                	
                  $100,000,000

                	
                  $100,000,000

                
	
                  7

                	
                  August
      1, 2007

                	
                  Ninth

                	
                  Senior
      Secured Bonds, 6.45% Series Due 2037

                	
                  $250,000,000

                	
                  $250,000,000

                	
                  $250,000,000

                
	
                  8

                	
                  October
      1, 2008

                	
                  Tenth

                	
                  Senior
      Secured Bonds, 7.125% Series Due 2013

                	
                  $400,000,000

                	
                  $400,000,000

                	
                  $400,000,000

                


        

        


        


        


        
          _____________________________    

        

        1 As of
October 1, 2008.

        2 To be
retired at maturity in November 2008.