**EXHIBIT 4.39**

 

**SUPPLEMENTAL INDENTURE**

 

**FROM**

 

**LOUISVILLE GAS AND ELECTRIC COMPANY**

 

**TO**

 

**HARRIS TRUST AND SAVINGS BANK**

**TRUSTEE**

 

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**DATED MARCH 1, 2002**

 

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**SUPPLEMENTAL TO TRUST INDENTURE**

 

**DATED NOVEMBER 1, 1949**

 

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**Table of Contents**

 
| Parties                                                                 |                                                                                                                                                                                                                    |
|-------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Recitals                                                                |                                                                                                                                                                                                                    |
| Form of  Bonds of Pollution Control Series BB                           |
| Form of Bonds of Pollution Control  Series CC                           |
| Further Recitals                                                        |
|                                                                    |                                                                                                                                                                                                                    |
| **ARTICLE I.**                                                          |
| SPECIFIC  SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE. |
|                                                                    |                                                                                                                                                                                                                    |
| Section 1.01-                                                           | Grant of certain property, including all  personal property to comply with Uniform Commercial Code of the State of  Kentucky, subject to permissible encumbrances and other exceptions contained  in Original Indenture |
|                                                                    |                                                                                                                                                                                                                    |
| **ARTICLE II.**                                                         |
| PROVISIONS  OF BONDS OF POLLUTION CONTROL SERIES BB AND CC.             |
|                                                                    |                                                                                                                                                                                                                    |
| Section 2.01-                                                           | Terms of Bonds of Pollution Control Series  BB                                                                                                                                                                          |
| Section 2.02-                                                           | Payment of principal and interest-Bonds  of Pollution Control Series BB                                                                                                                                                 |
| Section 2.03-                                                           | Bonds of Pollution Control Series BB  deemed fully paid upon payment of corresponding Jefferson County Bonds                                                                                                            |
| Section 2.04-                                                           | Terms of Bonds of Pollution Control  Series CC                                                                                                                                                                          |
| Section 2.05-                                                           | Payment of principal and interest-Bonds  of Pollution Control Series CC                                                                                                                                                 |
| Section 2.06-                                                           | Bonds of Pollution Control Series CC  deemed fully paid upon payment of corresponding Trimble County Bonds                                                                                                              |
| Section 2.07-                                                           | Interchangeability of bonds                                                                                                                                                                                             |
| Section 2.08-                                                           | Charges upon exchange or transfer of  bonds                                                                                                                                                                             |
|                                                                    |                                                                                                                                                                                                                    |
| **ARTICLE III.**                                                        |
| MISCELLANEOUS.                                                          |
|                                                                    |                                                                                                                                                                                                                    |
| Section 3.01-                                                           | Recitals of fact, except as stated, are  statements of the Company                                                                                                                                                      |
| Section 3.02 -                                                          | Supplemental Indenture to be construed as  a part of the Original Indenture                                                                                                                                             |
| Section 3.03-                                                           | (a)   Trust Indenture Act to control                                                                                                                                                                               |
|                                                                    | (b)  Severability of provisions contained in  Supplemental Indenture and bonds                                                                                                                                     |
| Section 3.04-                                                           | Word “Indenture” as used herein includes  in its meaning the Original Indenture and all indentures supplemental thereto                                                                                       |
| Section 3.05-                                                           | References to either party in  Supplemental Indenture include successors or assigns                                                                                                                                     |
| Section 3.06-                                                           | (a)   Provision for execution in counterparts                                                                                                                                                                      |
|                                                                    | (b)  Table of contents and descriptive headings of Articles not to affect meaning                                                                                                                                       |
|                                                                    |                                                                                                                                                                                                                    |
| Schedule  A                                                             |                                                                                                                                                                                                                    |
|                                                                         |                                                                                                                                                                                                                         |  |

 

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**Supplemental Indenture**, made as of the 1stday of March, 2002, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, acorporation duly organized and existing under and by virtue of the laws of theCommonwealth of Kentucky, having its principal office in the City ofLouisville, County of Jefferson, in said Commonwealth of Kentucky (the“Company”), the party of the first part, and HarrisTrust And Savings Bank, a corporation duly organized and existing underand by virtue of the laws of the State of Illinois, having its principal officeat Two North LaSalle Street, City of Chicago, County of Cook, State of Illinois60602, as Trustee (the “Trustee”), party of the second part;

 

WITNESSETH:

 

WHEREAS, the Company has heretofore executed anddelivered its Trust Indenture (the “Original Indenture”), made as of November1, 1949, whereby the Company granted, bargained, sold, warranted, released,conveyed, assigned, transferred, mortgaged, pledged, set over and confirmedunto the Trustee under said Indenture and to its respective successors intrust, all property, real, personal and mixed then owned or thereafter acquiredor to be acquired by the Company (except as therein excepted from the lienthereof) and subject to the rights reserved by the Company in and by theprovisions of the Original Indenture, to be held by said Trustee in trust inaccordance with the provisions of the Original Indenture for the equal pro ratabenefit and security of all and each of the bonds issued and to be issuedthereunder in accordance with the provisions thereof, and

 

WHEREAS, Section 2.01 of the Original Indentureprovides that bonds may be issued thereunder in one or more series, each seriesto have such distinctive designation as the Board of Directors of the Companymay select for such series; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture, bonds of a seriesdesignated “First Mortgage Bonds, Series due November 1, 1979,” bearinginterest at the rate of 2 3/4% per annum; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 1, 1952, bonds of a series designated“First Mortgage Bonds, Series due February 1, 1982,” bearing interest at therate of 3 1/8% per annum; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 1, 1954, bonds of a series designated“First Mortgage Bonds, Series due February 1, 1984,” bearing interest at therate of 3 1/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture datedSeptember 1, 1957, bonds of a series designated “First Mortgage Bonds, Seriesdue September 1, 1987,” bearing interest at the rate of 4 7/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated October1, 1960, bonds

 

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of a series designated “First Mortgage Bonds, Series due October 1,1990,” bearing interest at the rate of 4 7/8% per annum; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1966, bonds of a series designated “FirstMortgage Bonds, Series due June 1, 1996,” bearing interest at the rate of 55/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated June 1,1968, bonds of a series designated “First Mortgage Bonds, Series due June 1,1998,” bearing interest at the rate of 6 3/4% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated June 1,1970, bonds of a series designated “First Mortgage Bonds, Series due July 1,2000,” bearing interest at the rate of 9 1/4% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated August1, 1971, bonds of a series designated “First Mortgage Bonds, Series due August1, 2001,” bearing interest at the rate of 8 1/4% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated June 1,1972, bonds of a series designated “First Mortgage Bonds, Series due July 1,2002,” bearing interest at the rate of 7 1/2% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated February1, 1975, bonds of a series designated “First Mortgage Bonds, Series due March1, 2005,” bearing interest at the rate of 8 7/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture datedSeptember 1, 1975, bonds of a series designated “First Mortgage Bonds,Pollution Control Series A,” bearing interest as provided therein and maturingSeptember 1, 2000; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture datedSeptember 1, 1976, bonds of a series designated “First Mortgage Bonds,Pollution Control Series B,” bearing interest as provided therein and maturingSeptember 1, 2006; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated October1, 1976, bonds

 

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of a series designated “First Mortgage Bonds, Series due November 1,2006,” bearing interest at the rate of 8 1/2% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated June 1,1978, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries C,” bearing interest as provided therein and maturing June 1, 1998/2008;and

 

WHEREAS, the Company has heretofore executed anddelivered to the Trustee a Supplemental Indenture dated February 15, 1979, setting forth duly adoptedmodifications and alterations to the Original Indenture and all SupplementalIndentures thereto; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 1979, bonds of a series designated“First Mortgage Bonds, Series due October 1, 2009,” bearing interest at therate of 10 1/8% per annum; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 15, 1979, bonds of a series designated“First Mortgage Bonds, Pollution Control Series D,” bearing interest asprovided therein and maturing October 1, 2004/2009; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 15, 1981, bonds of a series designated“First Mortgage Bonds, Pollution Control Series E,” bearing interest asprovided therein and maturing September 15, 1984; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 1, 1982, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series F,” bearing interest as providedtherein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 15, 1982, bonds of a series designated“First Mortgage Bonds, Pollution Control Series G,” bearing interest asprovided therein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 15, 1982, bonds of a series designated“First Mortgage Bonds, Pollution Control Series H,” bearing interest asprovided therein and maturing September 15, 1992; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 15, 1984, bonds of a series designated“First Mortgage Bonds, Pollution Control Series I,” bearing interest

 

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as provided therein and maturing February 15,2011; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated July 1, 1985, bonds of  a series designated “First Mortgage Bonds, Pollution ControlSeries J,” bearing interest as provided therein and maturing July 1, 1995/2015;and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 15, 1986, bonds of a series designated“First Mortgage Bonds, Pollution Control Series K,” bearing interest asprovided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 16, 1986, bonds of a series designated“First Mortgage Bonds, Pollution Control Series L,” bearing interest asprovided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 1, 1987, bonds of a series designated“First Mortgage Bonds, Pollution Control Series M,” bearing interest asprovided therein and maturing August 1, 1997; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 1, 1989, bonds of a series designated“First Mortgage Bonds, Pollution Control Series N,” bearing interest asprovided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 2 1989, bonds of a series designated“First Mortgage Bonds, Pollution Control Series O,” bearing interest asprovided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 15, 1990, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series P,” bearing interest as providedtherein and maturing June 15, 2015; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 1, 1990, bonds of a series designated“First Mortgage Bonds, Pollution Control Series Q” and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series R,” each seriesbearing interest as provided therein and maturing November 1, 2020; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 1992,

 

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bonds of a series designated “First MortgageBonds, Pollution Control Series S,” bearing interest as provided therein andmaturing September 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 2, 1992, bonds of a series designated“First Mortgage Bonds, Pollution Control Series T,” bearing interest asprovided therein and maturing September 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by the SupplementalIndenture dated August 15, 1993, bonds of a series designated “First MortgageBonds, Series due August 15, 2003,” bearing interest at the rate of 6% perannum; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 16, 1993, bonds of a series designated“First Mortgage Bonds, Pollution Control Series U,” bearing interest asprovided therein and maturing August 15, 2013 and bonds of a series designated“First Mortgage Bonds, Pollution Control Series V,” bearing interest asprovided therein and maturing August 15, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated October 15, 1993, bonds of a series designated“First Mortgage Bonds, Pollution Control Series W,” bearing interest asprovided therein and maturing October 15, 2020, and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series X,” bearing interestas provided therein and maturing April 15, 2023; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated May 1, 2000, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series Y,” bearing interest as providedtherein and maturing May 1, 2027; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 1, 2000, bonds of a series designated“First Mortgage Bonds, Pollution Control Series Z,” bearing interest asprovided therein and maturing August 1, 2030; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 2001, bonds of a series designated“First Mortgage Bonds, Pollution Control Series AA,” bearing interest as providedtherein and maturing September 1, 2027; and

 

WHEREAS, the County of Jefferson in the Commonwealth ofKentucky (“Jefferson County”) has agreed to issue $22,500,000 principal amountof its Pollution Control Revenue Bonds, 2001 Series A (Louisville Gas and ElectricCompany Project) (the “Jefferson County

 

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Bonds”) pursuant to the provisions of theIndenture of Trust, dated as of November 1, 2001 (the “Jefferson CountyIndenture”), between and among Jefferson County and Bankers Trust Company, asTrustee, Paying Agent and Bond Registrar (said Trustee or any successor trusteeunder the Jefferson County Indenture being hereinafter referred to as the“Jefferson County Trustee”); and

 

WHEREAS, the County of Trimble in the Commonwealth ofKentucky (“Trimble County”) has agreed to issue $27,500,000 principal amount ofits Pollution Control Revenue Bonds, 2001 Series A (Louisville Gas and ElectricCompany Project) (the “Trimble County Bonds”) pursuant to the provisions of theIndenture of Trust, dated as of November 1, 2001 (the “Trimble CountyIndenture”), between and among Trimble County and Bankers Trust Company, asTrustee, Paying Agent and Bond Registrar (said Trustee or any successor trusteeunder the Trimble County Indenture being hereinafter referred to as the“Trimble County Trustee”); and

 

WHEREAS, the proceeds of the Jefferson County Bonds(other than any accrued interest, if any, thereon) will be loaned by JeffersonCounty to the Company pursuant to the provisions of a Loan Agreement, dated asof November 1, 2001, between Jefferson County and the Company (the “JeffersonCounty Agreement”), to pay and discharge $22,500,000 in outstandingprincipal amount of “County of Jefferson, Kentucky, Pollution Control RevenueBonds, 1996 Series A (Louisville Gas and Electric Company Project),” datedOctober 2, 1996 (the “1996 Jefferson Bonds”) on the date of issuance ofthe Jefferson County Bonds.  The 1996Jefferson Bonds were issued to refinance the cost of construction of certain air and water pollution controland solid waste disposal facilities at the Mill Creek and Cane Run GeneratingStations of the Company, which facilitiesare hereinafter sometimes referred to as the “Jefferson County Project,” whichJefferson County Project is located in Jefferson County and which JeffersonCounty Project is more fully described in Exhibit A to the Jefferson CountyAgreement; and

 

WHEREAS, the proceeds of the Trimble County Bonds (otherthan any accrued interest, if any, thereon) will be loaned by Trimble County tothe Company pursuant to the provisions of a Loan Agreement, dated as ofNovember 1, 2001, between Trimble County and the Company (the “Trimble CountyAgreement”), to pay and discharge $27,500,000 in outstanding principal amountof “County of Trimble, Kentucky, Pollution Control Revenue Bonds, 1996Series A (Louisville Gas and Electric Company Project),” datedOctober 2, 1996 (the “1996 Trimble Bonds”) on the date of issuance of theTrimble County Bonds.  The 1996 TrimbleBonds were issued to refinance the cost ofconstruction of certain air and water pollution control and solid wastedisposal facilities at the Trimble County Generating Station of the Company, which facilities are hereinaftersometimes referred to as the “Trimble County Project,” which Trimble CountyProject is located in Trimble County and which Trimble County Project is morefully described in Exhibit A to the Trimble County Agreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Jefferson County Agreement have been assigned by Jefferson County to theJefferson County Trustee in order to secure the payment of the Jefferson CountyBonds, and payments by the Company under and pursuant to the Trimble CountyAgreement have been assigned by Trimble County to the

 

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Trimble County Trustee in order to secure thepayment of the Trimble County Bonds; and

 

WHEREAS, in order to further secure the payment of theJefferson County Bonds, the Company desires to provide for the issuance underthe Original Indenture to the Jefferson County Trustee of a new series of bondsdesignated “First Mortgage Bonds, Pollution Control Series BB” (sometimescalled “Bonds of Pollution Control Series BB”), in a principal amount equal tothe principal amount of the Jefferson County Bonds, and with correspondingterms and maturity, the Bonds of Pollution Control Series BB to be issued asregistered bonds without coupons in denominations of a multiple of $1,000; andthe Bonds of Pollution Control Series BB are to be substantially in the formand tenor following, to-wit:

 

(Form of Bonds of PollutionControl Series BB)

 

This Bond has not beenregistered under the Securities Act of 1933, as amended, and may not be offeredor sold in contravention of said Act and is not transferable except to asuccessor Trustee under the Indenture of Trust dated as of November 1, 2001,from the County of Jefferson, Kentucky, to Bankers Trust Company, as Trustee,Paying Agent and Bond Registrar.

 

LOUISVILLE GAS AND ELECTRIC COMPANY

(Incorporatedunder the laws of the Commonwealth of Kentucky)

FirstMortgage Bond

PollutionControl Series BB

 
| No. |   | $                 |
|-----|--------|---------------------------------------------------------------------------------------------------|

 

Louisville Gas and ElectricCompany, a corporation organized and existing under and by virtue of the lawsof the Commonwealth of Kentucky (herein called the “Company”), for valuereceived, hereby promises to pay to Bankers Trust Company, as Trustee under theIndenture of Trust (the “Jefferson County Indenture”) dated as of November 1,2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or anysuccessor trustee under the Jefferson County Indenture (the “Jefferson CountyTrustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois(the “Trustee”) the sum of                   Dollars in lawful money of the United States of America on the Series BB DemandRedemption Date, as hereinafter defined, and to pay on the Series BB DemandRedemption Date to the Jefferson County Trustee, interest hereon from the SeriesBB Initial Interest Accrual Date, as hereinafter defined, to the Series BBDemand Redemption Date at the same rate or rates per annum then and thereafterfrom time to time borne by the Jefferson County Bonds, in like money, saidinterest being payable at the office of the Trustee in Chicago, Illinois,subject to the provisions hereinafter set forth in the event of a rescission ofa Series BB Redemption Demand, as hereinafter defined.

 

This bond is one of a dulyauthorized issue of bonds of the Company, known as its First Mortgage Bonds,unlimited in aggregate principal amount, which issue of bonds consists, or mayconsist of several series of varying denominations, dates and tenors, allissued and to be issued under and equally secured (except in so far as asinking fund, or similar fund, established in accordance with the provisions ofthe Indenture may afford additional security for the bonds of

 

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any specific series) by a Trust Indenture datedNovember 1, 1949 (the “Original Indenture”), and Supplemental Indenturesthereto dated February 1, 1952, February 1, 1954, September 1, 1957, October 1,1960, June 1, 1966, June 1, 1968, June 1,1970, August 1, 1971, June 1, 1972,February 1, 1975, September 1, 1975, September 1, 1976, October 1, 1976, June1, 1978, February 15, 1979, September 1, 1979, September 15, 1979, September15, 1981, March 1, 1982, March 15, 1982, September 15, 1982, February 15, 1984,July 1, 1985, November 15, 1986, November 16, 1986, August 1, 1987, February 1,1989, February 2, 1989, June 15, 1990, November 1, 1990, September 1, 1992,September 2, 1992, August 15, 1993, August 16, 1993, October 15, 1993, May 1,2000, August 1, 2000, September 1, 2001 and March 1, 2002 (all of which instrumentsare herein collectively called the “Indenture”), executed by the Company to theTrustee, to which Indenture reference is hereby made for a description of theproperty mortgaged and pledged, the nature and extent of the security, therights of the holders of the bonds as to such security, and the terms andconditions upon which the bonds may be issued under the Indenture and aresecured.  The principal hereof may bedeclared or may become due on the conditions, in the manner and at the time setforth in the Indenture, upon the happening of a completed default as in theIndenture provided.  The Indentureprovides that such declaration may in certain events be waived by the holdersof a majority in principal amount of the bonds outstanding.

 

This bond is one of a series ofbonds of the Company issued under the Indenture and designated as FirstMortgage Bonds, Pollution Control Series BB. The bonds of this Series have been issued to the Jefferson CountyTrustee under the Jefferson County Indenture to secure payment of the PollutionControl Revenue Bonds, 2001 Series A (Louisville Gas and Electric CompanyProject) (the “Jefferson County Bonds”) issued by the County of Jefferson,Kentucky (“Jefferson County”) under the Jefferson County Indenture, the proceedsof which have been or are to be loaned to the Company pursuant to theprovisions of the Loan Agreement dated as of November 1, 2001 (the “JeffersonCounty Agreement”) between the Company and Jefferson County.  The maturity of the obligation representedby the bonds of this Series is September 1, 2026.  The date of maturity of the obligation represented by the bondsof this Series is hereinafter referred to as the Series BB Final Maturity Date.  The bonds of this Series shall bear interestfrom the Series BB Initial Interest Accrual Date, as hereinafter defined, atthe same rate or rates per annum then and thereafter from time to time borne bythe Jefferson County Bonds.

 

With the consent of the Companyand to the extent permitted by and as provided in the Indenture, the rights andobligations of the Company and/or of the holders of the bonds, and/or the termsand provisions of the Indenture and/or of any instruments supplemental theretomay be modified or altered by affirmative vote of the holders of at leastseventy percent in principal amount of the bonds then outstanding under theIndenture and any instruments supplemental thereto (excluding bondsdisqualified from voting by reason of the interest of the Company or of certainrelated persons therein as provided in the Indenture), and by the affirmativevote of at least seventy percent in principal amount of the bonds of any seriesentitled to vote then outstanding under the Indenture and any instrumentssupplemental thereto (excluding bonds disqualified from voting as aforesaid)and affected by such modification or alteration, in case one or more but lessthan all of the series of bonds then outstanding are so affected; provided thatno

 

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such modification or alteration shall permit theextension of the maturity of the principal of this bond or the reduction in therate of interest, if any, hereon or any other modification in the terms ofpayment of such principal or interest, if any, or the taking of certain otheraction as more fully set forth in the Indenture, without the consent of theholder hereof.

 

Except as provided in the nextsucceeding paragraph, in the event of a default under Section 9.1 of theJefferson County Agreement or in the event of a default in the payment of theprincipal of, premium, if any, or interest (and such default in the payment ofinterest continues for the full grace period, if any, permitted by theJefferson County Indenture and the Jefferson County Bonds) on the JeffersonCounty Bonds, whether at maturity, by tender for purchase, by acceleration, bysinking fund, redemption or otherwise, as and when the same becomes due, thebonds of this Series shall be redeemable in whole upon receipt by the Trusteeof a written demand (hereinafter called a “Series BB Redemption Demand”) fromthe Jefferson County Trustee stating that there has been such a default,stating that it is acting pursuant to the authorization granted by Section9.02(c) of the Jefferson County Indenture, specifying the last date to whichinterest on the Jefferson County Bonds has been paid (such date beinghereinafter referred to as the “Series BB Initial Interest Accrual Date”) anddemanding redemption of the bonds of this Series.  The Trustee shall, within 10 days after receiving such Series BBRedemption Demand, mail a copy thereof to the Company marked to indicate thedate of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Series BBRedemption Demand, the Company shall fix a date on which it will redeem thebonds of this Series so demanded to be redeemed (hereinafter called the “SeriesBB Demand Redemption Date”).  Notice ofthe date fixed as and for the Series BB Demand Redemption Date shall be mailedby the Company to the Trustee at least 30 days prior to such Series BB DemandRedemption Date.  The date to be fixedby the Company as and for the Series BB Demand Redemption Date may be any dateup to and including the earlier of (i) the 120th day after receipt by theTrustee of the Series BB Redemption Demand or (ii) the Series BB Final MaturityDate, provided that if the Trustee shall not have received such notice fixingthe Series BB Demand Redemption Date within 90 days after receipt by it of theSeries BB Redemption Demand, the Series BB Demand Redemption Date shall bedeemed to be the earlier of (i) the 120th day after receipt by the Trustee ofthe Series BB Redemption Demand or (ii) the Series BB Final Maturity Date.  The Trustee shall mail notice of the SeriesBB Demand Redemption Date (such notice being hereinafter called the “Series BBDemand Redemption Notice”) to the Jefferson County Trustee not more than 10 norless than five days prior to the Series BB Demand Redemption Date.  Notwithstanding the foregoing, if a defaultto which this paragraph is applicable is existing on the Series BB FinalMaturity Date, such date shall be deemed to be the Series BB Demand RedemptionDate without further action (including actions specified in this paragraph) bythe Jefferson County Trustee, the Trustee or the Company.  The bonds of this Series shall be redeemedby the Company on the Series BB Demand Redemption Date, upon surrender thereofby the Jefferson County Trustee to the Trustee, at a redemption price equal tothe principal amount thereof, plus accrued interest thereon at the rate perannum set forth in the third paragraph of this Bond, from the Series BB InitialInterest Accrual Date to the Series BB Demand Redemption Date.  If a Series BB Redemption Demand isrescinded by the Jefferson County Trustee by written notice to the Trusteeprior to the Series BB Demand Redemption

 

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Date, no Series BB Demand Redemption Notice shallbe given, or, if already given, shall be automatically annulled, and intereston the bonds of this Series shall cease to accrue, all interest accrued thereonshall be automatically rescinded and cancelled and the Company shall not beobligated to make any payments of principal of or interest on the bonds of thisSeries; but no such rescission shall extend to or affect any subsequent defaultor impair any right consequent thereon.

 

In the event that all of thebonds outstanding under the Indenture shall have become immediately due andpayable, whether by declaration or otherwise, and such acceleration shall nothave been annulled, the bonds of this Series shall bear interest at the rateper annum set forth in the third paragraph of this bond, from the Series BBInitial Interest Accrual Date, as specified in a written notice to the Trusteefrom the Jefferson County Trustee, and the principal of and interest on thebonds of this Series from the Series BB Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

Upon payment of the principal ofand premium, if any, and interest on the Jefferson County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Jefferson County Trustee (other thanany Jefferson County Bond that was cancelled by the Jefferson County Trusteeand for which one or more other Jefferson County Bonds were delivered andauthenticated pursuant to the Jefferson County Indenture in lieu of or inexchange or substitution for such cancelled Jefferson County Bond), or uponprovision for the payment thereof having been made in accordance with theJefferson County Indenture, bonds of this Series in a principal amount equal tothe principal amount of the Jefferson County Bonds so surrendered and cancelledor for the provision for which payment has been made shall be deemed fully paidand the obligations of the Company thereunder shall be terminated, and suchbonds of this Series shall be surrendered by the Jefferson County Trustee tothe Trustee and shall be cancelled by the Trustee.  From and after the Release Date (as defined below), the bonds ofthis Series shall be deemed fully paid, satisfied and discharged and theobligations of the Company hereunder and thereunder shall be terminated.  The Release Date shall be the date as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA and CC) have been retired throughpayment, redemption or otherwise (including those bonds “deemed to be redeemed”within the meaning of that term as used in Article X of the Original Indenture)at, before or after the maturity thereof. On the Release Date, the bonds of this Series shall be surrendered bythe Jefferson County Trustee to the Trustee whereupon the bonds of said Seriesso surrendered shall be cancelled by the Trustee.

 

No recourse shall be had for thepayment of principal of, or interest, if any, on this bond, or any partthereof, or of any claim based hereon or in respect hereof or of the Indenture,against any incorporator, or any past, present or future stockholder, officeror director of the Company or of any predecessor or successor corporation,either directly or through the Company, or through any such predecessor orsuccessor corporation, or through any receiver or trustee in bankruptcy,whether by virtue of any constitution, statute or rule of law or by theenforcement of any

 

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assessment or penalty or otherwise, all suchliability being, by the acceptance hereof and as part of the consideration forthe issue hereof, expressly waived and released, as more fully provided in theIndenture.

 

This bond shall not be valid orbecome obligatory for any purpose unless and until the certificate ofauthentication hereon shall have been signed by or on behalf of Harris Trustand Savings Bank, as Trustee under the Indenture, or its successor thereunder.

 

INWITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has caused this instrument to be signed in itsname by its President or a Vice President or with the facsimile signature ofits President, and its corporate seal, or a facsimile thereof, to be heretoaffixed and attested by its Secretary or Assistant Secretary or with thefacsimile signature of its Secretary.

 

 
| Dated     | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|-----------|--------------------------------------|
|      |                                 |
|      |                                 |
| Attest:   | By                                   |   |   |   |
|      | Vice  President                      |   |
|      |                                 |   |
|      |                                 |   |
|      |                                 |   |
| Secretary |                                 |   |

 

and

 

WHEREAS, in order to further secure the payment of theTrimble County Bonds, the Company desires to provide for the issuance under theOriginal Indenture to the Trimble County Trustee of a new series of bondsdesignated “First Mortgage Bonds, Pollution Control Series CC” (sometimescalled “Bonds of Pollution Control Series CC”), in a principal amount equal tothe principal amount of the Trimble County Bonds, and with corresponding termsand maturity, the Bonds of Pollution Control Series CC to be issued asregistered bonds without coupons in denominations of a multiple of $1,000; andthe Bonds of Pollution Control Series CC are to be substantially in the formand tenor following, to-wit:

 

(Form of Bonds of Pollution Control Series CC)

 

This Bond has not beenregistered under the Securities Act of 1933, as amended, and may not be offeredor sold in contravention of said Act and is not transferable except to asuccessor Trustee under the Indenture of Trust dated as of November 1, 2001,from the County of Trimble,

 

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Kentucky, to Bankers Trust Company, as Trustee,Paying Agent and Bond Registrar.

 

LOUISVILLE GAS AND ELECTRIC COMPANY

(Incorporatedunder the laws of the Commonwealth of Kentucky)

FirstMortgage Bond

PollutionControl Series CC

 
| No. |   | $             |
|-----|--------|---------------------------------------------------------------------------|

 

Louisville Gas and ElectricCompany, a corporation organized and existing under and by virtue of the lawsof the Commonwealth of Kentucky (herein called the “Company”), for valuereceived, hereby promises to pay to Bankers Trust Company, as Trustee under theIndenture of Trust (the “Trimble County Indenture”) dated as of November 1,2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or anysuccessor trustee under the Trimble County Indenture (the “Trimble CountyTrustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois(the “Trustee”) the sum of         Dollarsin lawful money of the United States of America on the Series CC DemandRedemption Date, as hereinafter defined, and to pay on the Series CC DemandRedemption Date to the Trimble County Trustee, interest hereon from the SeriesCC Initial Interest Accrual Date, as hereinafter defined, to the Series CCDemand Redemption Date at the same rate or rates per annum then and thereafterfrom time to time borne by the Trimble County Bonds, in like money, saidinterest being payable at the office of the Trustee in Chicago, Illinois,subject to the provisions hereinafter set forth in the event of a rescission ofa Series CC Redemption Demand, as hereinafter defined.

 

This bond is one of a dulyauthorized issue of bonds of the Company, known as its First Mortgage Bonds,unlimited in aggregate principal amount, which issue of bonds consists, or mayconsist of several series of varying denominations, dates and tenors, all issuedand to be issued under and equally secured (except in so far as a sinking fund,or similar fund, established in accordance with the provisions of the Indenturemay afford additional security for the bonds of any specific series) by a TrustIndenture dated November 1, 1949 (the “Original Indenture”), and SupplementalIndentures thereto dated February 1, 1952, February 1, 1954, September 1, 1957,October 1, 1960, June 1, 1966, June 1, 1968, June 1,1970, August 1, 1971, June1, 1972, February 1, 1975, September 1, 1975, September 1, 1976, October 1,1976, June 1, 1978, February 15, 1979, September 1, 1979, September 15, 1979,September 15, 1981, March 1, 1982, March 15, 1982, September 15, 1982, February15, 1984, July 1, 1985, November 15, 1986, November 16, 1986, August 1, 1987,February 1, 1989, February 2, 1989, June 15, 1990, November 1, 1990, September1, 1992, September 2, 1992, August 15, 1993, August 16, 1993, October 15, 1993,May 1, 2000, August 1, 2000, September 1, 2001 and March 1, 2002 (all of whichinstruments are herein collectively called the “Indenture”), executed by theCompany to the Trustee, to which Indenture reference is hereby made for adescription of the property mortgaged and pledged, the nature and extent of thesecurity, the rights of the holders of the bonds as to such security, and theterms and conditions upon which the bonds may be issued under the Indenture andare secured.  The principal hereof maybe declared or may become due on the conditions, in the manner and at the timeset forth in the Indenture, upon the happening of

 

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a completed default as in the Indentureprovided.  The Indenture provides thatsuch declaration may in certain events be waived by the holders of a majorityin principal amount of the bonds outstanding.

 

This bond is one of a series ofbonds of the Company issued under the Indenture and designated as FirstMortgage Bonds, Pollution Control Series CC. The bonds of this Series have been issued to the Trimble County Trusteeunder the Trimble County Indenture to secure payment of the Pollution ControlRevenue Bonds, 2001 Series A (Louisville Gas and Electric Company Project) (the“Trimble County Bonds”) issued by the County of Trimble, Kentucky (“Trimble County”)under the Trimble County Indenture, the proceeds of which have been or are tobe loaned to the Company pursuant to the provisions of the Loan Agreement datedas of November 1, 2001 (the “Trimble County Agreement”) between the Company andTrimble County.  The maturity of theobligation represented by the bonds of this Series is September 1, 2026.  The date of maturity of the obligationrepresented by the bonds of this Series is hereinafter referred to as theSeries CC Final Maturity Date.  Thebonds of this Series shall bear interest from the Series CC Initial InterestAccrual Date, as hereinafter defined, at the same rate or rates per annum thenand thereafter from time to time borne by the Trimble County Bonds.

 

With the consent of the Companyand to the extent permitted by and as provided in the Indenture, the rights andobligations of the Company and/or of the holders of the bonds, and/or the termsand provisions of the Indenture and/or of any instruments supplemental theretomay be modified or altered by affirmative vote of the holders of at leastseventy percent in principal amount of the bonds then outstanding under theIndenture and any instruments supplemental thereto (excluding bondsdisqualified from voting by reason of the interest of the Company or of certainrelated persons therein as provided in the Indenture), and by the affirmativevote of at least seventy percent in principal amount of the bonds of any seriesentitled to vote then outstanding under the Indenture and any instrumentssupplemental thereto (excluding bonds disqualified from voting as aforesaid)and affected by such modification or alteration, in case one or more but lessthan all of the series of bonds then outstanding are so affected; provided thatno such modification or alteration shall permit the extension of the maturityof the principal of this bond or the reduction in the rate of interest, if any,hereon or any other modification in the terms of payment of such principal orinterest, if any, or the taking of certain other action as more fully set forthin the Indenture, without the consent of the holder hereof.

 

Except as provided in the nextsucceeding paragraph, in the event of a default under Section 9.1 of theTrimble County Agreement or in the event of a default in the payment of theprincipal of, premium, if any, or interest (and such default in the payment ofinterest continues for the full grace period, if any, permitted by the TrimbleCounty Indenture and the Trimble County Bonds) on the Trimble County Bonds,whether at maturity, by tender for purchase, by acceleration, by sinking fund,redemption or otherwise, as and when the same becomes due, the bonds of thisSeries shall be redeemable in whole upon receipt by the Trustee of a writtendemand (hereinafter called a “Series CC Redemption Demand”) from the TrimbleCounty Trustee stating that there has been such a default, stating that it isacting pursuant to the authorization granted by Section 9.02(c) of the TrimbleCounty Indenture, specifying the last

 

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date to which interest on the Trimble CountyBonds has been paid (such date being hereinafter referred to as the “Series CCInitial Interest Accrual Date”) and demanding redemption of the bonds of thisSeries.  The Trustee shall, within 10days after receiving such Series CC Redemption Demand, mail a copy thereof tothe Company marked to indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of suchcopy of a Series CC Redemption Demand, the Company shall fix a date on which itwill redeem the bonds of this Series so demanded to be redeemed (hereinaftercalled the “Series CC Demand Redemption Date”).  Notice of the date fixed as and for the Series CC DemandRedemption Date shall be mailed by the Company to the Trustee at least 30 daysprior to such Series CC Demand Redemption Date.  The date to be fixed by the Company as and for the Series CCDemand Redemption Date may be any date up to and including the earlier of (i)the 120th day after receipt by the Trustee of the Series CC Redemption Demandor (ii) the Series CC Final Maturity Date, provided that if the Trustee shallnot have received such notice fixing the Series CC Demand Redemption Datewithin 90 days after receipt by it of the Series CC Redemption Demand, theSeries CC Demand Redemption Date shall be deemed to be the earlier of (i) the120th day after receipt by the Trustee of the Series CC Redemption Demand or(ii) the Series CC Final Maturity Date. The Trustee shall mail notice of the Series CC Demand Redemption Date(such notice being hereinafter called the “Series CC Demand Redemption Notice”)to the Trimble County Trustee not more than 10 nor less than five days prior tothe Series CC Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph isapplicable is existing on the Series CC Final Maturity Date, such date shall bedeemed to be the Series CC Demand Redemption Date without further action(including actions specified in this paragraph) by the Trimble County Trustee,the Trustee or the Company.  The bondsof this Series shall be redeemed by the Company on the Series CC DemandRedemption Date, upon surrender thereof by the Trimble County Trustee to theTrustee, at a redemption price equal to the principal amount thereof, plusaccrued interest thereon at the rate per annum set forth in the third paragraphof this Bond, from the Series CC Initial Interest Accrual Date to the Series CCDemand Redemption Date.  If a Series CCRedemption Demand is rescinded by the Trimble County Trustee by written noticeto the Trustee prior to the Series CC Demand Redemption Date, no Series CCDemand Redemption Notice shall be given, or, if already given, shall beautomatically annulled, and interest on the bonds of this Series shall cease toaccrue, all interest accrued thereon shall be automatically rescinded andcancelled and the Company shall not be obligated to make any payments ofprincipal of or interest on the bonds of this Series; but no such rescission shallextend to or affect any subsequent default or impair any right consequentthereon.

 

In the event that all of thebonds outstanding under the Indenture shall have become immediately due andpayable, whether by declaration or otherwise, and such acceleration shall nothave been annulled, the bonds of this Series shall bear interest at the rateper annum set forth in the third paragraph of this bond, from the Series CCInitial Interest Accrual Date, as specified in a written notice to the Trusteefrom the Trimble County Trustee, and the principal of and interest on the bondsof this Series from the Series CC Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

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Upon payment of the principal ofand premium, if any, and interest on the Trimble County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Trimble County Trustee (other thanany Trimble County Bond that was cancelled by the Trimble County Trustee andfor which one or more other Trimble County Bonds were delivered andauthenticated pursuant to the Trimble County Indenture in lieu of or inexchange or substitution for such cancelled Trimble County Bond), or uponprovision for the payment thereof having been made in accordance with theTrimble County Indenture, bonds of this Series in a principal amount equal tothe principal amount of the Trimble County Bonds so surrendered and cancelledor for the provision for which payment has been made shall be deemed fully paidand the obligations of the Company thereunder shall be terminated, and suchbonds of this Series shall be surrendered by the Trimble County Trustee to theTrustee and shall be cancelled by the Trustee. From and after the Release Date (as defined below), the bonds of thisSeries shall be deemed fully paid, satisfied and discharged and the obligationsof the Company hereunder and thereunder shall be terminated.  The Release Date shall be the date as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA and BB) have been retired throughpayment, redemption or otherwise (including those bonds “deemed to be redeemed”within the meaning of that term as used in Article X of the Original Indenture)at, before or after the maturity thereof. On the Release Date, the bonds of this Series shall be surrendered bythe Trimble County Trustee to the Trustee whereupon the bonds of said Series sosurrendered shall be cancelled by the Trustee.

 

No recourse shall be had for thepayment of principal of, or interest, if any, on this bond, or any partthereof, or of any claim based hereon or in respect hereof or of the Indenture,against any incorporator, or any past, present or future stockholder, officeror director of the Company or of any predecessor or successor corporation,either directly or through the Company, or through any such predecessor orsuccessor corporation, or through any receiver or trustee in bankruptcy,whether by virtue of any constitution, statute or rule of law or by theenforcement of any assessment or penalty or otherwise, all such liabilitybeing, by the acceptance hereof and as part of the consideration for the issuehereof, expressly waived and released, as more fully provided in the Indenture.

 

This bond shall not be valid orbecome obligatory for any purpose unless and until the certificate ofauthentication hereon shall have been signed by or on behalf of Harris Trustand Savings Bank, as Trustee under the Indenture, or its successor thereunder.

 

INWITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has caused this instrument to be signed in itsname by its President or a Vice President or with the facsimile signature ofits President, and its corporate seal, or a facsimile thereof, to be heretoaffixed and attested by its Secretary or Assistant Secretary or with the facsimilesignature of its Secretary.

 

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| Dated     |   | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|-----------|--------|--------------------------------------|
|      |   |                                 |
|      |   |                                 |
| Attest:   |   | By                                   |   |   |
|      |   | Vice  President                      |   |
|      |   |                                 |
|      |   |                                 |
| Secretary |   |                                 |

 

and

 

WHEREAS, the Company is desirous of specifically assigning,conveying, mortgaging, pledging, transferring and setting over additionalproperty unto the Trustee and to its respective successors in trust; and

 

WHEREAS, Sections 4.01 and 21.03 of the OriginalIndenture provide in substance that the Company and the Trustee may enter intoindentures supplemental thereto for the purposes, among others, of creating andsetting forth the particulars of any new series of bonds and of providing theterms and conditions of the issue of the bonds of any series not expresslyprovided for in the Original Indenture and of assigning, conveying, mortgaging,pledging and transferring unto the Trustee additional property of the Company,and for any other purpose not inconsistent with the terms of the OriginalIndenture; and

 

WHEREAS, the execution and delivery of this SupplementalIndenture have been duly authorized by a resolution adopted by the Board ofDirectors of the Company;

 

Now, THEREFORE, THIS INDENTURE WITNESSETH:

 

Louisville Gas and ElectricCompany, in consideration of the premises and of one dollar to it duly paid bythe Trustee at or before the ensealing and delivery of these presents, thereceipt whereof is hereby acknowledged, and other good and valuableconsiderations, does hereby covenant and agree to and with Harris Trust andSavings Bank, as Trustee, and its successors in the trust under the Indenturefor the benefit of those who hold or shall hold the bonds issued or to beissued thereunder, as follows:

 

# **ARTICLE I.**

# ** **

# **SPECIFICSUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE**

##  

## Section1.01.          The Company in order better to securethe payment, both of principal and

 

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## interest, of all bonds of the Company at any timeoutstanding under the Indenture, according to their tenor and effect, and theperformance of and compliance with the covenants and conditions in theIndenture contained, has granted, bargained, sold, warranted, released,conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed andby these presents does grant, bargain, sell, warrant, release, convey, assign,transfer, mortgage, pledge, set over and confirm unto Harris Trust and SavingsBank, as Trustee and to its respective successors in said trust forever,subject to the rights reserved by the Company in and by the provisions of theIndenture, all the property described and mentioned or enumerated in a schedulehereto annexed and marked Schedule A, reference to said schedule being herebymade with the same force and effect as if the same were incorporated herein atlength; together with all and singular the tenements, hereditaments andappurtenances belonging or in any wise appertaining to the aforesaid propertyor any part thereof with the reversion and reversions, remainder andremainders, tolls, rents and revenues, issues, income, product and profitsthereof;

 

Also, in order to subject all ofthe personal property and chattels of the Company to the lien of the Indenturein conformity with the provisions of the Uniform Commercial Code of theCommonwealth of Kentucky, all steam, hydro and other electric generatingplants, including buildings and other structures, turbines, generators,boilers, condensing equipment, and all other equipment; substations; electrictransmission and distribution systems, including structures, poles, towers,fixtures, conduits, insulators, wires, cables, transformers, services andmeters; steam and heating mains and equipment; gas generating and coke plants,including buildings, holders and other structures, boilers and other boilerplant equipment, benches, retorts, coke ovens, water gas sets, condensing andpurification equipment, piping and other accessory works equipment; facilitiesfor gas storage whether above or below surface; gas transmission anddistribution systems, including structures, mains, compressor stations,purifier stations, pressure holders, governors, services and meters; office,shop, garage and other general buildings and structures, furniture andfixtures; and all municipal and other franchises and all leaseholds, licenses,permits, easements, and privileges; all as now owned or hereafter acquired bythe Company pursuant to the provisions of the Original Indenture; and

 

All the estate, right, title andinterest and claim whatsoever, at law as well as in equity, which the Companynow has or may hereafter acquire in and to the aforesaid property andfranchises and every part and parcel thereof;

 

Excluding, however, (1) allshares of stock, bonds, notes, evidences of indebtedness and other securitiesother than such as may be or are required to be deposited from time to timewith the Trustee in accordance with the provisions of the Indenture; (2) cashon hand and in banks other than such as may be or is required to be depositedfrom time to time with the Trustee in accordance with the provisions of theIndenture; (3) contracts, claims, bills and accounts receivable and chooses inaction other than such as may be or are required to be from time to timeassigned to the Trustee in accordance with the provisions of the Indenture; (4)motor vehicles; (5) any stock of goods, wares and merchandise, equipment,materials and supplies acquired for the purpose of sale or lease in the usualcourse of business or for the purpose of consumption in the operation,construction or repair of any of the properties of the Company;

 

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and (6) the properties described in Schedule Bannexed to the Original Indenture.

 

To have and to hold all saidproperty, real, personal and mixed, mortgaged, pledged or conveyed by theCompany as aforesaid, or intended so to be, unto the Trustee and its successorsand assigns forever, subject, however, to permissible encumbrances as definedin Section 1.09 of the Original Indenture and to the further reservations,covenants, conditions, uses and trusts set forth in the Indenture, in trustnevertheless for the same purposes and upon the same conditions as are setforth in the Indenture.

 

**ARTICLE II.**

 

PROVISIONS OF BONDS OF POLLUTIONCONTROL SERIES BB AND CC

 

Section2.01.          There is hereby created, for issuanceunder the Original Indenture, a series of bonds designated Pollution ControlSeries BB, each of which shall bear the descriptive title “First MortgageBonds, Pollution Control Series BB” and the form thereof shall contain suitableprovisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series BBshall be printed, lithographed or typewritten and shall be substantially of thetenor and purport previously recited. The Bonds of Pollution Control Series BB shall be issued as registeredbonds without coupons in denominations of a multiple of $1,000 and shall beregistered in the name of the Jefferson County Trustee.  The Bonds of Pollution Control Series BBshall be dated as of the date of their authentication.

 

The Bonds of Pollution ControlSeries BB shall be payable, both as to principal and interest, at the office ofthe Trustee in Chicago, Illinois, in lawful money of the United States ofAmerica.  The maturity of the obligationrepresented by the Bonds of Pollution Control Series BB is September 1,2026.  The date of maturity of theobligation represented by the Bonds of Pollution Control Series BB ishereinafter referred to as the Series BB Final Maturity Date.  The Bonds of Pollution Control Series BBshall bear interest from the Series BB Initial Interest Accrual Date, ashereinafter defined, at the same rate or rates then and thereafter from time totime borne by the Jefferson County Bonds.

 

Section 2.02.          Except as provided in the nextsucceeding paragraph of this Section 2.02, in the event of a default underSection 9.1 of the Jefferson County Agreement or in the event of a default inthe payment of the principal of, premium, if any, or interest (and such defaultin the payment of interest continues for the full grace period, if any,permitted by the Jefferson County Indenture and the Jefferson County Bonds) onthe Jefferson County Bonds, whether at maturity, by tender for purchase, by acceleration,by sinking fund, redemption or otherwise, as and when the same becomes due, theBonds of Pollution Control Series BB shall be redeemable in whole upon receiptby the Trustee of a written demand (hereinafter called a “Series BB RedemptionDemand”) from the Jefferson County Trustee stating that there has been such adefault, stating that it is acting pursuant to the authorization granted bySection 9.02(c) of the Jefferson County Indenture, specifying the last date towhich interest on the Jefferson County Bonds has been paid (such date beinghereinafter referred to as the “Series BB Initial Interest Accrual Date”) anddemanding redemption of the Bonds of Pollution Control Series BB.  The Trustee shall, within

 

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10 days after receiving such Series BB RedemptionDemand, mail a copy thereof to the Company marked to indicate the date of itsreceipt by the Trustee.  Promptly uponreceipt by the Company of such copy of a Series BB Redemption Demand, theCompany shall fix a date on which it will redeem the Bonds of Pollution ControlSeries BB so demanded to be redeemed (hereinafter called the “Series BB DemandRedemption Date”).  Notice of the datefixed as the Series BB Demand Redemption Date shall be mailed by the Company tothe Trustee at least 30 days prior to such Series BB Demand RedemptionDate.  The date to be fixed by theCompany as and for the Series BB Demand Redemption Date may be any date up toand including the earlier of (i) the 120th day after receipt by the Trustee ofthe Series BB Redemption Demand or (ii) the Series BB Final Maturity Date,provided that if the Trustee shall not have received such notice fixing theSeries BB Demand Redemption Date within 90 days after receipt by it of theSeries BB Redemption Demand, the Series BB Demand Redemption Date shall bedeemed to be the earlier of (i) the 120th day after receipt by the Trustee ofthe Series BB Redemption Demand or (ii) the Series BB Final Maturity Date.  The Trustee shall mail notice of the SeriesBB Demand Redemption Date (such notice being hereinafter called the “Series BBDemand Redemption Notice”) to the Jefferson County Trustee not more than 10 norless than five days prior to the Series BB Demand Redemption Date.  Notwithstanding the foregoing, if a defaultto which this paragraph is applicable is existing on the Series BB FinalMaturity Date, such date shall be deemed to be the Series BB Demand RedemptionDate without further action (including actions specified in this paragraph) bythe Jefferson County Trustee, the Trustee or the Company.  The Bonds of Pollution Control Series BBshall be redeemed by the Company on the Series BB Demand Redemption Date, uponsurrender thereof by the Jefferson County Trustee to the Trustee, at aredemption price equal to the principal amount thereof, plus accrued interestthereon at the rate per annum set forth in Section 2.01 hereof, from the SeriesBB Initial Interest Accrual Date to the Series BB Demand Redemption Date.  If a Series BB Redemption Demand isrescinded by the Jefferson County Trustee by written notice to the Trusteeprior to the Series BB Demand Redemption Date, no Series BB Demand RedemptionNotice shall be given, or, if already given, shall be automatically annulled,and interest on the Bonds of Pollution Control Series BB shall cease to accrue,all interest accrued thereon shall be automatically rescinded and cancelled andthe Company shall not be obligated to make any payments of principal of orinterest on the Bonds of Pollution Control Series BB; but no such rescissionshall extend to or affect any subsequent default or impair any right consequentthereon.

 

In the event that all of thebonds outstanding under the Indenture shall have become immediately due andpayable, whether by declaration or otherwise, and such acceleration shall nothave been annulled, the Bonds of Pollution Control Series BB shall bearinterest at the rate per annum set forth in Section 2.01 hereof, from theSeries BB Interest Accrual Date, as specified in a written notice to theTrustee from the Jefferson County Trustee, and the principal of and interest onthe Bonds of Pollution Control Series BB from the Series BB Initial InterestAccrual Date shall be payable in accordance with the provisions of the Indenture.

 

Anything herein contained to thecontrary notwithstanding, the Trustee is not authorized to take any actionpursuant to a Series BB Redemption Demand or a rescission thereof or a writtennotice required by this Section 2.02, and such Series BB Redemption Demand,rescission

 

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or notice shall be of no force or effect, unlessit is executed in the name of the Jefferson County Trustee by one of its VicePresidents.

 

Section 2.03.          Upon payment of the principal of andpremium, if any, and interest on the Jefferson County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Jefferson County Trustee (other thanany Jefferson County Bond that was cancelled by the Jefferson County Trusteeand for which one or more other Jefferson County Bonds were delivered andauthenticated pursuant to the Jefferson County Indenture in lieu of or inexchange or substitution for such cancelled Jefferson County Bond), or uponprovision for the payment thereof having been made in accordance with theJefferson County Indenture, Bonds of Pollution Control Series BB in a principalamount equal to the principal amount of the Jefferson County Bonds sosurrendered and cancelled or for the provision for which payment has been madeshall be deemed fully paid and the obligations of the Company thereunder shallbe terminated, and such Bonds of Pollution Control Series BB shall besurrendered by the Jefferson County Trustee to the Trustee and shall becancelled and destroyed by the Trustee, and a certificate of such cancellationand destruction shall be delivered to the Company.  From and after the Release Date (as defined below), the bonds ofthis Series shall be deemed fully paid, satisfied and discharged and theobligations of the Company hereunder and thereunder shall be terminated.  The Release Date shall be the date as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA and CC) have been retired throughpayment, redemption or otherwise (including those bonds “deemed to be redeemed”within the meaning of that term as used in Article X of the Original Indenture)at, before or after the maturity thereof. On the Release Date, the bonds of this Series shall be surrendered bythe Jefferson County Trustee to the Trustee whereupon the Bonds of said Seriesso surrendered shall be cancelled by the Trustee.

 

Section 2.04.          There is hereby created, for issuanceunder the Original Indenture, a series of bonds designated Pollution ControlSeries CC, each of which shall bear the descriptive title “First MortgageBonds, Pollution Control Series CC” and the form thereof shall contain suitableprovisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series CCshall be printed, lithographed or typewritten and shall be substantially of thetenor and purport previously recited. The Bonds of Pollution Control Series CC shall be issued as registeredbonds without coupons in denominations of a multiple of $1,000 and shall beregistered in the name of the Trimble County Trustee.  The Bonds of Pollution Control Series CC shall be dated as of thedate of their authentication.

 

The Bonds of Pollution ControlSeries CC shall be payable, both as to principal and interest, at the office ofthe Trustee in Chicago, Illinois, in lawful money of the United States ofAmerica.  The maturity of the obligationrepresented by the Bonds of Pollution Control Series CC is September 1,2026.  The date of maturity of theobligation represented by the Bonds of Pollution Control Series CC ishereinafter referred to as the Series CC Final Maturity Date.  The Bonds of Pollution Control Series CCshall bear interest from the Series CC Initial Interest Accrual Date, ashereinafter defined, at the same rate or rates then and thereafter from time to

 

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time borne by the Trimble County Bonds.

 

Section 2.05.          Except as provided in the nextsucceeding paragraph of this Section 2.05, in the event of a default underSection 9.1 of the Trimble County Agreement or in the event of a default in thepayment of the principal of, premium, if any, or interest (and such default inthe payment of interest continues for the full grace period, if any, permittedby the Trimble County Indenture and the Trimble County Bonds) on the TrimbleCounty Bonds, whether at maturity, by tender for purchase, by acceleration, bysinking fund, redemption or otherwise, as and when the same becomes due, theBonds of Pollution Control Series CC shall be redeemable in whole upon receiptby the Trustee of a written demand (hereinafter called a “Series CC RedemptionDemand”) from the Trimble County Trustee stating that there has been such adefault, stating that it is acting pursuant to the authorization granted bySection 9.02(c) of the Trimble County Indenture, specifying the last date towhich interest on the Trimble County Bonds has been paid (such date beinghereinafter referred to as the “Series CC Initial Interest Accrual Date”) anddemanding redemption of the Bonds of Pollution Control Series CC.  The Trustee shall, within 10 days afterreceiving such Series CC Redemption Demand, mail a copy thereof to the Companymarked to indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of suchcopy of a Series CC Redemption Demand, the Company shall fix a date on which itwill redeem the Bonds of Pollution Control Series CC so demanded to be redeemed(hereinafter called the “Series CC Demand Redemption Date”).  Notice of the date fixed as the Series CCDemand Redemption Date shall be mailed by the Company to the Trustee at least30 days prior to such Series CC Demand Redemption Date.  The date to be fixed by the Company as andfor the Series CC Demand Redemption Date may be any date up to and includingthe earlier of (i) the 120th day after receipt by the Trustee of the Series CCRedemption Demand or (ii) the Series CC Final Maturity Date, provided that ifthe Trustee shall not have received such notice fixing the Series CC DemandRedemption Date within 90 days after receipt by it of the Series CC RedemptionDemand, the Series CC Demand Redemption Date shall be deemed to be the earlierof (i) the 120th day after receipt by the Trustee of the Series CC RedemptionDemand or (ii) the Series CC Final Maturity Date.  The Trustee shall mail notice of the Series CC Demand RedemptionDate (such notice being hereinafter called the “Series CC Demand RedemptionNotice”) to the Trimble County Trustee not more than 10 nor less than five daysprior to the Series CC Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph isapplicable is existing on the Series CC Final Maturity Date, such date shall bedeemed to be the Series CC Demand Redemption Date without further action(including actions specified in this paragraph) by the Trimble County Trustee,the Trustee or the Company.  The Bondsof Pollution Control Series CC shall be redeemed by the Company on the SeriesCC Demand Redemption Date, upon surrender thereof by the Trimble County Trusteeto the Trustee, at a redemption price equal to the principal amount thereof,plus accrued interest thereon at the rate per annum set forth in Section 2.04hereof, from the Series CC Initial Interest Accrual Date to the Series CCDemand Redemption Date.  If a Series CCRedemption Demand is rescinded by the Trimble County Trustee by written noticeto the Trustee prior to the Series CC Demand Redemption Date, no Series CCDemand Redemption Notice shall be given, or, if already given, shall beautomatically annulled, and interest on the Bonds of Pollution Control SeriesCC shall cease to accrue, all interest accrued thereon shall be automaticallyrescinded and cancelled and

 

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the Company shall not be obligated to make anypayments of principal of or interest on the Bonds of Pollution Control SeriesCC; but no such rescission shall extend to or affect any subsequent default orimpair any right consequent thereon.

 

In the event that all of thebonds outstanding under the Indenture shall have become immediately due andpayable, whether by declaration or otherwise, and such acceleration shall nothave been annulled, the Bonds of Pollution Control Series CC shall bearinterest at the rate per annum set forth in Section 2.04 hereof, from theSeries CC Interest Accrual Date, as specified in a written notice to theTrustee from the Trimble County Trustee, and the principal of and interest onthe Bonds of Pollution Control Series CC from the Series CC Initial InterestAccrual Date shall be payable in accordance with the provisions of theIndenture.

 

Anything herein contained to thecontrary notwithstanding, the Trustee is not authorized to take any actionpursuant to a Series CC Redemption Demand or a rescission thereof or a writtennotice required by this Section 2.05, and such Series CC Redemption Demand,rescission or notice shall be of no force or effect, unless it is executed inthe name of the Trimble County Trustee by one of its Vice Presidents.

 

Section 2.06.          Upon payment of the principal of andpremium, if any, and interest on the Trimble County Bonds, whether at maturityor prior to maturity by redemption or otherwise, and the surrender thereof toand cancellation thereof by the Trimble County Trustee (other than any TrimbleCounty Bond that was cancelled by the Trimble County Trustee and for which oneor more other Trimble County Bonds were delivered and authenticated pursuant tothe Trimble County Indenture in lieu of or in exchange or substitution for suchcancelled Trimble County Bond), or upon provision for the payment thereofhaving been made in accordance with the Trimble County Indenture, Bonds ofPollution Control Series CC in a principal amount equal to the principal amountof the Trimble County Bonds so surrendered and cancelled or for the provisionfor which payment has been made shall be deemed fully paid and the obligationsof the Company thereunder shall be terminated, and such Bonds of PollutionControl Series BB shall be surrendered by the Trimble County Trustee to theTrustee and shall be cancelled and destroyed by the Trustee, and a certificateof such cancellation and destruction shall be delivered to the Company.  From and after the Release Date (as definedbelow), the bonds of this Series shall be deemed fully paid, satisfied and dischargedand the obligations of the Company hereunder and thereunder shall beterminated.  The Release Date shall bethe date as of which all bonds issued under the Indenture prior to the date ofinitial issuance of this bond (and excluding bonds of this Series and FirstMortgage Bonds, Pollution Control Series Y, Z, AA and BB) have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to beredeemed” within the meaning of that term as used in Article X of the OriginalIndenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall besurrendered by the Trimble County Trustee to the Trustee whereupon the Bonds ofsaid Series so surrendered shall be cancelled by the Trustee.

 

Section 2.07.          Prior to the Release Date, theJefferson County Trustee as the registered holder of the Bonds of PollutionControl Series BB and the Trimble County Trustee as the

 

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registered holder of the Bonds of PollutionControl Series CC at its option may surrender the same at the office of theTrustee, in Chicago, Illinois, or elsewhere, if authorized by the Company, forcancellation, in exchange for other bonds of the same series of the sameaggregate principal amount.  Thereupon,and upon receipt of any payment required under the provisions of Section 2.08hereof, the Company shall execute and deliver to the Trustee and the Trusteeshall authenticate and deliver such other registered bonds to such registeredholder at its office or at any other place specified as aforesaid.

 

Section 2.08.          No charge shall be made by the Companyfor any exchange or transfer of Bonds of Pollution Control Series BB or Bondsof Pollution Control Series CC other than for taxes or other governmentalcharges, if any, that may be imposed in relation thereto.

 

**ARTICLE III.**

 

MISCELLANEOUS

 

Section 3.01.          The recitals of fact herein and in thebonds (except the Trustee’s Certificate) shall be taken as statements of theCompany and shall not be construed as made or warranted by the Trustee.  The Trustee makes no representations as tothe value of any of the property subject to the lien of the Indenture, or anypart thereof, or as to the title of the Company thereto, or as to the securityafforded thereby and hereby, or as to the validity of this SupplementalIndenture and the Trustee shall incur no responsibility in respect of suchmatters.

 

Section 3.02.          This Supplemental Indenture shall beconstrued in connection with and as a part of the Original Indenture.

 

Section 3.03.          (a) If any provision of thisSupplemental Indenture limits, qualifies or conflicts with another provision ofthe Original Indenture or this Supplemental Indenture required to be includedin indentures qualified under the Trust Indenture Act of 1939, as amended (asenacted prior to the date of this Supplemental Indenture) by any of theprovisions of Sections 310 to 317, inclusive, of the said Act, such requiredprovision shall control.

 

(b)           In case any one or more of the provisions containedin this Supplemental Indenture or in the bonds issued hereunder shall beinvalid, illegal, or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein and therein shallnot in any way be affected, impaired, prejudiced or disturbed thereby.

 

Section 3.04.          Wherever in this SupplementalIndenture the word “Indenture” is used without either prefix, “Original” or“Supplemental,” such word was used intentionally to include in its meaning boththe Original Indenture and all indentures supplemental thereto.

 

Section 3.05.          Wherever in this SupplementalIndenture either of the parties hereto is named or referred to, this shall bedeemed to include the successors or assigns of such party, and all thecovenants and agreements in this Supplemental Indenture contained by or onbehalf of the Company or by or on behalf of the Trustee shall bind and inure tothe benefit of the respective 

 

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successors and assigns of such parties, whetherso expressed or not.

 

Section 3.06.          (a) This Supplemental Indenture may besimultaneously executed in several counterparts, and all said counterpartsexecuted and delivered, each as an original, shall constitute but one and thesame instrument.

 

(b)           The Table of Contents and the descriptive headings ofthe several Articles of this Supplemental Indenture were formulated, used andinserted in this Supplemental Indenture for convenience only and shall not bedeemed to affect the meaning or construction of any of the provisions hereof.

 

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INWITNESS WHEREOF, the party of thefirst part has caused its corporate name and seal to be hereunto affixed andthis Supplemental Indenture to be signed by its Treasurer and attested by itsExecutive Vice President, General Counsel and Corporate Secretary for and inits behalf, and the party of the second part to evidence its acceptance of thetrust hereby created, has caused its corporate name and seal to be hereuntoaffixed, and this Supplemental Indenture to be signed by one of its VicePresidents, and attested by its Secretary or an Assistant Secretary, for and inits behalf, all done as of the 1st day of March, 2002.

 
|             |                                        | LOUISVILLE  GAS AND ELECTRIC COMPANY              |
|------------------|---------------------------------------------|---------------------------------------------------|
|             |                                        |                                              |
|             |                                        |                                              |
|             |                                        | By:                                               |   |   |
|             |                                        |                                              | Daniel  K. Arbough |   |
|             |                                        |                                              | *Treasurer* |   |
| (CORPORATE SEAL) |                                        |                                              |
|             |                                        |                                              |
| ATTEST:          |                                        |                                              |   |
|             | John  R. McCall                             |                                              |   |
|             | *Executive  Vice President,*                |                                              |   |
|             | *General  Counsel and  Corporate Secretary* |                                              |   |
|             |                                        |                                              |
|             |                                        |                                              |
|             |                                        | HARRIS  TRUST AND SAVINGS BANK     |
|             |                                        |                                              |
|             |                                        |                                              |
|             |                                        | By:                                               |   |   |
|             |                                        |                                              | J.  Bartolini |   |
|             |                                        |                                              | *Vice  President* |   |
| (CORPORATE SEAL) |                                        |                                              |
|             |                                        |                                              |
| ATTEST:          |                                        |                                              |   |
|             | C.  Potter                                  |                                              |   |
|             | *Assistant  Secretary*                      |                                              |   |
|                  |                                             |                                                   |  |  |  |  |  |

 

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| COMMONWEALTH  OF     | ) |   |   |
|----------------------|---|--------|--------|
| KENTUCKY             | ) |   | SS:    |
|                 | ) |   |   |
| COUNTY  OF JEFFERSON | ) |   |   |

 

BE ITREMEMBERED that on this           day of March,2002, before me, a Notary Public duly commissioned in and for the County andCommonwealth aforesaid, personally appeared DanielK. Arbough and John R. McCall,respectively, Treasurer and Executive Vice President, General Counsel andCorporate Secretary of Louisville Gas and Electric Company, a corporationorganized and existing under and by virtue of the laws of the Commonwealth ofKentucky, who are personally known to me to be such officers, respectively, andwho are personally known to me to be the same persons who executed as officersthe foregoing instrument of writing, and such persons duly acknowledged beforeme the execution of the foregoing instrument of writing to be their act anddeed and the act and deed of said corporation.

 

WITNESSmy hand and notarial seal this           day of March,2002.

 

 
|   |                   | *Notary  Public*                   |             |
|--------|------------------------|------------------------------------|------------------|
|   |                   | *Kentucky,  Commonwealth at Large* |             |
|   |                   |                               |
|   |                   |                               | (Notarial  Seal) |
|   | My Commission Expires: |                               |
|        |                        |                                    |                  |  |  |

 

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| State  of Illinois | ) |   | SS:    |
|--------------------|---|--------|--------|
|               | ) |   |   |
| County  of Cook    | ) |   |   |

 

BE ITREMEMBERED that on this            day ofMarch, 2002, before me, a Notary Public duly commissioned in and for the Countyand State aforesaid, personally appeared J.Bartolini and C. Potter respectively,Vice President and Assistant Secretary of Harris Trust and Savings Bank, acorporation organized and existing under and by virtue of the laws of the Stateof Illinois, who are personally known to me to be such officers, respectively,and who are personally known to me to be the same persons who executed asofficers the foregoing instrument of writing, and such persons dulyacknowledged before me the execution of the foregoing instrument of writing tobe their act and deed and the act and deed of said corporation.

 

WITNESSmy hand and notarial seal this            day ofMarch, 2002.

 
|   |                   | *Notary  Public in and for the County of* |             |
|--------|------------------------|-------------------------------------------|------------------|
|   |                   | *Cook and  State of Illinois*             |             |
|   |                   |                                      |
|   |                   |                                      | (Notarial  Seal) |
|   | My Commission Expires: |                                      |
|        |                        |                                           |                  |  |

 

 

This Instrument Prepared by:

 

James Dimas

LG&E Energy Corp.

220 W. Main Street

Louisville, Kentucky  40202

 

 
| By     |           |   |
|--------|----------------|--------|
|   | James Dimas    |
|   | (502) 627-3712 |

 

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**SCHEDULE A**

 

The following property situated,lying and being in the County of Jefferson, State of Kentucky, to wit:

 

**REAL PROPERTY**

 

Parcel 1

 

Beginning at the southeast corner of Ormsby Avenue and Ninth Street, ifextended, running thence southwardly (measures South 04o 06’ 32” West), withthe east line of Ninth Street, if extended, 200 feet to an alley 13 feet wide,running thence with said alley (measures South 87o11’19” East) which isparallel with said Ormsby Avenue, 3381⁄2 feet (measures 339.93 feet) to thewestwardly side of the right of way of the Louisville & Nashville RailroadCompany; thence northwardly (measures North 9o 19’ 19” West 204.52 feet) withsaid right of way to the south side of Ormsby Avenue; thence westwardly(measure North 87o 11’ 19” West) with Ormsby Avenue 2911⁄4 feet (measures 292.40feet) to the beginning; excepting, however, from said premises that portionthereof included within the right of way of the Central Storage Company’srailway, and described in Deed Book 293, page 124, in the office of the Clerkof the County Court of Jefferson County, Kentucky; being the same property conveyedto the Kentucky Heating Company by A. Dumesnil, unmarried, by deed datedJanuary 15, 1902, and recorded in Deed Book 569, page 220, in the officeaforesaid, and acquired by and vested in Louisville Gas and Electric Company byvirtue of the Consolidation (into Louisville Gas and Electric Company) by saidKentucky Heating Company with Louisville Lighting Company) and Louisville GasCompany, effected by Articles of Agreement and consolidation dated July 2,1913, recorded in Incorporation Book 22, page 188, in the office aforesaid.

 

Parcel 2

 

Beginning at a point on the east side of Ninth Street, if extended213-1/10 feet south of Ormsby Avenue; thence with the south side of an alley13-1/10 feet wide, south 87 degrees 31 minutes east 342 feet and 10 inches(measures South 87o 11’ 19” East) to a stake on the west line of the right ofway of the Louisville & Nashville Railroad Company; thence with the westline of the said right of way, southeastwardly 268 feet and 5 inches (measureSouth 09o 19’ 19” East) to a stake; thence north 87 degrees 26 minutes West4051⁄2 feet (measures North 87o16’56” West) to a stake in the east line of NinthStreet, if said street were extended; thence, along the east side of NinthStreet, if extended, north 3 degrees 52 minutes east 263 feet and 2 inches(measures North .04o06’32” East) to the beginning; being the same propertyconveyed to the Kentucky Heating Company by the Fidelity Trust and Safety VaultCompany, Trustee, et al., by deed dated March 10, 1899, and recorded in DeedBook 512, page 529, in the office of the Clerk of the County Court of JeffersonCounty, Kentucky, and being subject to the reservations, covenants andagreements contained in said deed as to the construction of a railroad switchfrom the Louisville & Nashville Railroad along the northern line of saidproperty; being the same parcel of land heretofore owned by Kentucky HeatingCompany and acquired by and vested in Louisville Gas and Electric Company byvirtue of the consolidation (into Louisville Gas and Electric Company) ofLouisville Gas Company with Louisville Lighting Company and said KentuckyHeating

 

A-1

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Company, effected by Articles of Agreement and Consolidation dated July2, 1913, recorded in Incorporation Book 22, page 188 in the office aforesaid.

 

**INADDITION** to the foregoing, the portion of Ninth Street whichreverted to Louisville Gas and Electric Company by Jefferson Circuit CourtAction No. 336.730 on October, 1951 Ordinance 40, is hereby conveyed toGrantee.

 

**THERE ISEXCEPTED** from this conveyance, that portion of Parcel 1 whichis described as follows:

 

**BEGINNING**at a point, said point being the intersection of the western boundary of theLouisville & Nashville Railroad right of way and the South line of OrmsbyAvenue; thence North 87o 11’ 19” West 124.66 feet to a point in the East rightof way line of the Central Storage Company’s railway; thence in a southeasterlydirection in an arc of 211.18 feet to a point in the western right of way lineof the Louisville & Nashville Railroad right of way; thence north 09o 19’19” West 144.05 feet to the point of beginning;

 

**BEING**a part of the same property conveyed to the Kentucky Heating Company by ADumesnil, unmarried, by deed dated January 15, 1902, and recorded in Deed Book569, page 220, in the office of the Clerk of the County Court of JeffersonCounty, Kentucky, and acquired by and vested in Louisville Gas and ElectricCompany by virtue of consolidation (into Louisville Gas and Electric Company)by said Kentucky Heating Company with Louisville Lighting Company andLouisville Gas Company, effected by Articles of Agreement and Consolidationdated July 2, 1913, recorded in Incorporation Book 22, page 188, in the officeaforesaid.

 

**THERE ISALSO EXCEPTED** from this conveyance the parcel conveyed toGrantor by deed dated April 12, 1967, of record in Deed Book 4113, page 332, inthe office aforesaid.

 

**PARCEL 1AND PARCEL 2** being the said property conveyed to Grantor byDeed dated August 24, 1979 of record in Deed Book 5117, Page 961 in the Officeof the Clerk of Jefferson County, Kentucky.

 

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