ppl8kexhibit4c.htm


    Exhibit
      4(c)

    


    


    OFFICER’S
      CERTIFICATE

    (Under
      Section 301 of the Indenture of

    PPL
      Energy Supply, LLC)

     

    The
      undersigned James E. Abel, Vice President and Treasurer of PPL ENERGY
      SUPPLY, LLC (the “Company”), in accordance with Section 301 of the
      Indenture, dated as of October 1, 2001, as heretofore supplemented
      (the “Indenture,” capitalized terms used herein and not defined herein having
      the meanings specified in the Indenture), of the Company to The Bank of New
      York
      (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 initially established in Supplemental Indenture No. 4,
      dated as of May 1, 2006, and with respect to which the aggregate principal
      amount has been increased as contemplated in Supplemental Indenture No. 6,
      dated
      as of July 1, 2006, and Supplemental Indenture No. 8, dated as of December
      1,
      2007 (the “Supplemental Indenture”), including the Additional Securities
      referred to in such Supplemental Indenture No. 8, the following terms and
      characteristics (the lettered clauses set forth below corresponding to the
      lettered clauses of Section 301 of the Indenture):

     

    (a)         the
      title of the Securities of such series, including the Additional Securities,
      shall be “Senior Notes, 6.20% Series due 2016” (the “Notes”);

     

    (b)         the
      aggregate principal amount of Notes which may be authenticated and delivered
      under the Indenture shall be limited to $500,000,000, except as contemplated
      in
      Section 301(b) and the last paragraph of Section 301 of the
      Indenture;

     

    (c)         interest
      on the Notes shall be payable as provided in the form of Note attached hereto
      and hereby authorized and approved;

     

    (d)         the
      date or dates on which the principal of the Notes shall be payable shall be
      as
      provided in the form of Note attached hereto and hereby authorized and approved;
      the Company shall not have the right to extend the Maturity of the Notes, as
      contemplated by Section 301(d) of the Indenture;

     

    (e)         the
      Notes shall bear interest as provided in the form of Note attached hereto and
      hereby authorized and approved, and the Interest Payment Dates and Regular
      Record Dates shall be such dates as are specified in such form; the Company
      shall not have the right to extend any interest payment periods for the Notes,
      as contemplated by 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 Notes shall be payable, at which registration of transfer and exchange
      of Notes may be effected and at which notices and demands to or upon the Company
      in respect of the Notes and the Indenture may be served; provided,
however, that the Company reserves the right to change, by one or
      more
      Officer’s Certificates supplemental to this Officer’s Certificate, any such
      office or agency; and provided, further, that the Company reserves
      the right to designate, by one or more Officer’s Certificates supplemental to
      this Officer’s Certificate, its principal office in Allentown, Pennsylvania, as
      any such office or agency; the Trustee shall be the Security Registrar and
      Paying Agent for the Notes; provided, that the Company reserves the
      right, by one or more Officer’s Certificates supplemental to this Officer’s
      Certificate, to designate a different Security Registrar or a different or
      an
      additional Paying Agent (which in each case, may be the Company or any Affiliate
      of the Company) and to remove any Security Registrar or Paying
      Agent;

     

    (g)         the
      Notes shall be redeemable, in whole or in part, at the option of the Company
      as
      and to the extent provided in the form of Note attached hereto and hereby
      authorized and approved;

     

    (h)         [not
      applicable];

     

    (i)         
      the Notes shall be issued in denominations of $1,000 or any amount in excess
      thereof that is an integral multiple of $1,000, unless otherwise authorized
      by
      the Company;

     

    (j)         
      [not applicable];

     

    (k)         [not
      applicable];

     

    (l)         
      [not applicable];

     

    (m)        [not
      applicable];

     

    (n)    
          [not applicable];

     

    (o)         reference
      is hereby made to the provisions of Supplemental Indenture No. 4, Supplemental
      Indenture No. 6 and Supplemental Indenture No. 8 for an Event of Default in
      addition to those specified in Section 801 of the Indenture, and for certain
      covenants of the Company for the benefit of the Holders of the
      Notes;

     

    (p)         [not
      applicable];

     

    (q)         the
      only obligations or instruments which shall be considered Eligible Obligations
      in respect of the Notes shall be Government Obligations; and the provisions
      of
      Section 701 of the Indenture and Section 2 of Article One of each of the
      Supplemental Indentures shall apply to the Notes;

     

    (r)         
      the Notes may be issued in global form (the “Global Notes”) and the depository
      for the Global Notes shall initially be The Depository Trust Company (“DTC”);
provided, that the Company reserves the right to provide for another
      depository, registered as a clearing agency under the Exchange Act, to act
      as
      depository for the Global Notes (DTC and any such successor depository, the
      “Depositary”); beneficial interests in Notes issued in global form may not be
      exchanged in whole or in part for individual certificated Notes in definitive
      form, and no transfer of a Global Note in whole or in part may be registered
      in
      the name of any Person other than the Depositary or its nominee except that
      if
      the Depositary (A) has notified the Company that it is unwilling or unable
      to
      continue as depository for the Global Notes or (B) has ceased to be a clearing
      agency registered under the Exchange Act and, in either case, a successor
      depository is not appointed by the Company within 90 days after such notice
      or
      cessation, the Company will execute, and the Trustee, upon receipt of a Company
      Order for the authentication and delivery of definitive Notes, will authenticate
      and deliver Notes in definitive certificated form in an aggregate principal
      amount equal to the principal amount of the Global Note representing such Notes
      in exchange for such Global Note, such definitive Notes to be registered in
      the
      names provided by the Depositary; each Global Note (i) shall represent and
      shall
      be denominated in an amount equal to the aggregate principal amount of the
      outstanding Notes to be represented by such Global Note, (ii) shall be
      registered in the name of the Depositary or its nominee, (iii) shall be
      delivered by the Trustee to the Depositary, its nominee, any custodian for
      the
      Depositary or otherwise pursuant to the Depositary’s instruction and (iv) shall
      bear a legend restricting the transfer of such Global Note to any person other
      than the Depositary or its nominee; none of the Company, the Trustee, any Paying
      Agent or any Authenticating Agent will have any responsibility or liability
      for
      any aspect of the records relating to, or payments made on account of,
      beneficial ownership interests in a Global Note or for maintaining, supervising
      or reviewing any records relating to such beneficial ownership
      interests;

     

    (s)         
      [not applicable];

     

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

     

    (u)         
      [not applicable]; and

     

    (v)         
      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
      Officers’ Certificates supplemental to this Officers’ Certificate, the Notes
      shall be substantially in the form of Note 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 hereunto signed my name this 20th day of
      December,
      2007.

     

    PPL
      ENERGY SUPPLY, LLC

     

      /s/
      James E.
      Abel                              


    Name:  James
      E. Abel

    Title:  Vice
      President and Treasurer