ppl8k-exhibit4c.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 Mellon, as
Trustee (the “Trustee”), does hereby establish for the series of Securities
established in Supplemental Indenture No. 10, dated as of July 1, 2008 (the
“Supplemental Indenture”), 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 shall be “Senior Notes, 6.30% Series due 2013”
(the “Notes”);

     

    (b) the
aggregate principal amount of Notes which may be authenticated and delivered
under the Indenture shall be limited to $300,000,000, 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 the Supplemental Indenture 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 Supplemental
Indenture No. 10 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 Officer’s 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 of Note.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, I have hereunto signed my name this 21st day of
July 2008.

     

    PPL
ENERGY SUPPLY, LLC

     

    __________________________________

    Name:  James
E. Abel

    Title:  Vice
President and Treasurer