**EXHIBIT4.50**

 

 

 

**Supplemental Indenture**

 

Dated May 1, 2002

 

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KENTUCKY UTILITIESCOMPANY

 

TO

 

U.S. BANK NATIONALASSOCIATIONAND RICHARD PROKOSCH,AS TRUSTEES

 

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(SUPPLEMENTAL TO THEINDENTURE OF MORTGAGE OR DEED OF TRUST DATEDMAY 1, 1947, AS AMENDED, HERETOFORE EXECUTED BY KENTUCKY UTILITIESCOMPANY TO CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANYOF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES.)

 

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(PROVIDINGFOR FIRST MORTGAGE BONDS,POLLUTION CONTROL SERIES NO. 12, DUEFEBRUARY 1, 2032, NO.13, DUE FEBRUARY 1,2032, NO.14, DUE FEBRUARY 1, 2032, and NO. 15DUE FEBRUARY 1, 2032)

 

 

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THIS SUPPLEMENTAL INDENTURE, dated May 1, 2002, madeand entered into by and between KENTUCKY UTILITIES COMPANY, a corporationorganized and existing under the laws of the Commonwealths of Kentucky andVirginia (hereinafter commonly referred to as the “Company”), and U.S. BANKNATIONAL ASSOCIATION, a national banking association having its office or placeof business in the City of Chicago, Cook County, State of Illinois, formerlynamed First Trust of Illinois, National Association, successor to Bank ofAmerica Illinois, formerly named Continental Bank, National Association andContinental Illinois National Bank and Trust Company of Chicago (hereinaftercommonly referred to as the “Trustee”), and Richard Prokosch (successorCo-Trustee), of the City of St. Paul, County of Ramsey, State of Minnesota, asTrustees under the Indenture of Mortgage or Deed of Trust dated May 1, 1947, asmodified and amended by the several indentures supplemental thereto heretoforeexecuted by and between the Company and the Trustees from time to time undersaid Indenture of Mortgage or Deed of Trust; said Indenture of Mortgage or Deedof Trust, as so modified and amended, being hereinafter commonly referred to asthe “Indenture”; and said Trustees under the Indenture being hereinaftercommonly referred to as the “Trustees” or the “Trustees under the Indenture”;Witnesseth:

 

WHEREAS, the Company, by resolution of its Board ofDirectors or the Pricing Committee thereof duly adopted, has determined toissue forthwith an additional series of its bonds to be secured by theIndenture, as hereby modified and amended, such bonds to be known anddesignated as First Mortgage Bonds, Pollution Control Series No. 12, FirstMortgage Bonds, Pollution Control Series No. 13, First Mortgage Bonds,Pollution Control Series No. 14 and First Mortgage Bonds, Pollution ControlSeries No. 15 (hereinafter sometimes referred to, respectively, as the “bondsof Series No. 12”, the “bonds of Series No. 13”, the “bonds of Series No. 14”,the “bonds of Series No. 15”, or, collectively, as the “bonds of said Series”),and to be authorized, authenticated and issued only as registered bonds withoutcoupons; and

 

WHEREAS, the County of Carroll in the Commonwealth ofKentucky (“Carroll County”) has agreed to issue (a) $20,930,000 in principalamount of its Pollution Control Revenue Bonds, 2002 Series A (KentuckyUtilities Company Project) (the “Carroll County Series A Revenue Bonds”), whichwill be issued pursuant to the provisions of the Indenture of Trust dated as ofFebruary 1, 2002 (the “Carroll County Series A Indenture”), between CarrollCounty and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent andBond Registrar (said Trustee or any successor trustee under the Carroll CountySeries A Indenture or under any or all of the respective Indentures of Trustdated as of February 1, 2002, hereinafter mentioned, being hereinafter referredto as the “County Trustee”), and (b) $2,400,000 in principal amount of itsPollution Control Revenue Bonds, 2002 Series B (Kentucky Utilities CompanyProject) (the “Carroll County Series B Revenue Bonds”), which will be issuedpursuant to the provisions of the Indenture of Trust dated as of February 1,2002 (the “Carroll County Series B Indenture”), between Carroll County and theCounty Trustee; and

 

WHEREAS, (a) theproceeds of the Carroll County Series A Revenue Bonds (other than any accruedinterest, if any, thereon) will be loaned by Carroll County to the Companypursuant

 

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to the provisions of a Loan Agreement, dated asof February 1, 2002, between Carroll County and the Company (the “CarrollCounty Series A Agreement”), to pay and discharge $20,930,000 in outstanding principalamount of “County of Carroll, Kentucky, Collateralized Pollution ControlRevenue Bonds, (Kentucky Utilities Company Project), 1992 Series B” (the“1992 Series B Carroll Bonds”) on or prior to the date of issuance of theCarroll County Series A Revenue Bonds. The 1992 Series B Carroll Bonds were issued to refinance the cost of construction of certain air, solidwaste and water pollution control facilities at the Ghent Generating Station of the Company, which facilities are hereinaftersometimes referred to as the “Carroll County Series A Project,” which CarrollCounty Series A Project is located in Carroll County and which Carroll CountySeries A Project is more fully described in Exhibit A to the Carroll CountySeries A Agreement; and (b) the proceeds of the Carroll County Series B RevenueBonds (other than any accrued interest, if any, thereon) will be loaned byCarroll County to the Company pursuant to the provisions of a Loan Agreement,dated as of February 1, 2002, between Carroll County and the Company (the “CarrollCounty Series B Agreement”), to pay and discharge $2,400,000 inoutstanding principal amount of “County of Carroll, Kentucky, CollateralizedPollution Control Revenue Bonds, (Kentucky Utilities Company Project), 1992Series C” (the “1992 Series C Carroll Bonds”) on or prior to the date ofissuance of the Carroll County Series B Revenue Bonds.  The 1992 Series C Carroll Bonds were issuedto refinance the cost of construction of certainair pollution control facilities at Unit 2 at the Ghent Generating Station of the Company, which facilities are hereinaftersometimes referred to as the “Carroll County Series B Project,” which CarrollCounty Series B Project is located in Carroll County and which Carroll CountySeries B Project is more fully described in Exhibit A to the Carroll CountySeries B Agreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Carroll County Series A Agreement have been assigned by Carroll County tothe County Trustee in order to secure the payment of the Carroll County SeriesA Revenue Bonds; and in order to further secure the payment of the CarrollCounty Series A Revenue Bonds, the Company desires to issue its bonds of SeriesNo. 12 to the County Trustee as provided in the Carroll County Series AAgreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Carroll County Series B Agreement have been assigned by Carroll County tothe County Trustee in order to secure the payment of the Carroll County SeriesB Revenue Bonds; and in order to further secure the payment of the CarrollCounty Series B Revenue Bonds, the Company desires to issue its bonds of SeriesNo. 13 to the County Trustee as provided in the Carroll County Series BAgreement; and

 

WHEREAS, the County of Muhlenberg in the Commonwealth ofKentucky (“Muhlenberg County”) has agreed to issue $7,200,000 in principalamount of its Pollution Control Revenue Bonds, 2002 Series A (KentuckyUtilities Company Project) (the “Muhlenberg County Revenue Bonds”), which willbe issued pursuant to the provisions of the Indenture of Trust dated as ofFebruary 1, 2002 (the “Muhlenberg County Indenture”), between Muhlenberg Countyand the County Trustee; and

 

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WHEREAS, the proceeds of the Muhlenberg County RevenueBonds (other than any accrued interest, if any, thereon) will be loaned byMuhlenberg County to the Company pursuant to the provisions of a LoanAgreement, dated as of February 1, 2002, between Muhlenberg County and theCompany (the “Muhlenberg County Agreement”), to pay and discharge$7,200,000 in outstanding principal amount of “County of Muhlenberg, Kentucky,Collateralized Pollution Control Revenue Bonds, (Kentucky Utilities CompanyProject), 1992 Series A” (the “1992 Muhlenberg Bonds”) on or prior to thedate of issuance of the Muhlenberg County Revenue Bonds.  The 1992 Muhlenberg Bonds were issued torefinance the cost of construction of certainair pollution control facilities at the Green River Generating Station of the Company, which facilities are hereinaftersometimes referred to as the “Muhlenberg County Project,” which MuhlenbergCounty Project is located in Muhlenberg County and which Muhlenberg CountyProject is more fully described in Exhibit A to the Muhlenberg CountyAgreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Muhlenberg County Agreement have been assigned by Muhlenberg County to theCounty Trustee in order to secure the payment of the Muhlenberg County RevenueBonds; and in order to further secure the payment of the Muhlenberg CountyRevenue Bonds, the Company desires to issue its bonds of Series No. 14 to theCounty Trustee as provided in the Muhlenberg County Agreement; and

 

WHEREAS, the County of Mercer in the Commonwealth ofKentucky (“Mercer County”) has agreed to issue $7,400,000 in principal amountof its Pollution Control Revenue Bonds, 2002 Series A (Kentucky UtilitiesCompany Project) (the “Mercer County Revenue Bonds”), which will be issuedpursuant to the provisions of the Indenture of Trust dated as of February 1,2002 (the “Mercer County Indenture”), between Mercer County and the CountyTrustee; and

 

WHEREAS, the proceeds of the Mercer County Revenue Bonds(other than any accrued interest, if any, thereon) will be loaned by Mercer County to the Company pursuant to the provisions of aLoan Agreement, dated as of February 1, 2002, between Mercer County and theCompany (the “Mercer County Agreement”), to pay and discharge $7,400,000in outstanding principal amount of “County of Mercer, Kentucky, CollateralizedPollution Control Revenue Bonds, (Kentucky Utilities Company Project), 1992Series A” (the “1992 Mercer Bonds”) on or prior to the date of issuance ofthe Mercer County Revenue Bonds.  The1992 Mercer Bonds were issued to refinance the cost of construction of certain air pollution control facilitiesat the E.W. Brown Generating Station of theCompany, which facilities are hereinafter sometimes referred to as the “MercerCounty Project,” which Mercer County Project is located in Mercer County andwhich Mercer County Project is more fully described in Exhibit A to the MercerCounty Agreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Mercer County Agreement have been assigned by Mercer County to the CountyTrustee in order to secure the payment of the Mercer County Revenue Bonds; andin order to further secure the payment of the Mercer County Revenue Bonds, theCompany desires to issue its bonds of Series No. 15 to the County Trustee asprovided in the Mercer County Agreement; and

 

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WHEREAS, theissuance of each series of bonds created and authorized by this supplementalindenture (namely, the bonds of Series No. 12, No. 13, No. 14 and No. 15) is aseparate transaction, and the issuance of one series of bonds is not contingentupon the issuance of any other series of bonds; and

 

WHEREAS, the Company desires, in accordance with theprovisions of Article I, Section 6(e) of Article II and Article XVI of theIndenture, to execute this supplemental indenture for the purpose of creatingand authorizing its bonds of Series No. 12,No. 13, No. 14 and No. 15 and modifying or amending certain provisionsof the Indenture in the particulars and to the extent hereinafter in thissupplemental indenture specifically provided; and

 

WHEREAS, the execution and delivery by the Company ofthis supplemental indenture have been duly authorized by the Board of Directorsof the Company or the Pricing Committee thereof, and the Company has requested,and hereby requests, the Trustees to enter into and join with the Company inthe execution and delivery of this supplemental indenture; and

 

WHEREAS, the bonds of Series No. 12, No. 13, No. 14 and No. 15 are to be authorized,authenticated and issued only in the form of registered bonds without coupons,and each of such bonds shall be substantially in the following form, to wit:

 

(Form of face of bond of Series No. 12,

No.13, No. 14 and No. 15, respectively)

 

This bond is nontransferable except as may be requiredto effect a transfer to any successor trustee under the Indenture of Trustdated as of February 1, 2002, hereinafter referred to.

 
| No. |   | $ |
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Kentucky UtilitiesCompanyFirst Mortgage Bond, Pollution Control Series No. [See Note (1) on page 8]Due February 1, 2032

 

Kentucky Utilities Company, a Kentucky and Virginiacorporation (hereinafter referred to as the “Company”), for value received,hereby promises to pay to Deutsche Bank Trust Company Americas, as Trusteeunder the Indenture of Trust (the “County Indenture”) dated February 1, 2002,from the County of [see Note (2) on page 8], Kentucky, (the “County”) to DeutscheBank Trust Company Americas or any successor trustee under the County Indenture(the “County Trustee”), the principal sumof                                Dollarson the Demand Redemption Date, as hereinafter defined, and to pay on the DemandRedemption Date to the County Trustee interest on said sum from the InitialInterest Accrual Date, as hereinafter defined, to the Demand Redemption Date,at the interest rate or rates determined for the “Interest Rate Mode” (asdescribed in Section 2.02 of the County Indenture) applicable to the RevenueBonds referred to on the reverse hereof as selected from time to time by theCompany, subject to the

 

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provisions hereinafter set forth in the event of a rescission of aRedemption Demand, as hereinafter defined. Both the principal of and the interest on this bond shall be payable atthe office or agency of the Company in Chicago, Illinois, in any coin orcurrency of the United States of America which at the time of payment is legaltender for public and private debts.

 

The provisions of this bond are continued on thereverse side hereof and such continued provisions shall have the same effect,for all purposes, as though fully set forth at this place.  This bond shall not be valid or becomeobligatory for any purpose unless and until it shall have been authenticated bythe execution by the Trustee or its successor in trust under the Indenture ofthe Trustee’s Certificate endorsed hereon.

 

IN WITNESS WHEREOF, Kentucky Utilities Company hascaused this bond to be executed in its name by the manual or facsimilesignature of its President or one of its Vice-Presidents, and its corporateseal or a facsimile thereof to be hereto affixed or imprinted hereon andattested by the manual or facsimile signature of its Secretary or one of itsAssistant Secretaries.

 

 
| Dated as of |   |                       |             |
|-------------|--------|----------------------------|------------------|
|        |   |                       |             |
|        |   | Kentucky Utilities Company |
|        |   |                       |             |
|        |   | By                         |             |
|        |   |                       | *Vice President* |
| Attest:     |   |                       |             |
|        |   |                       |             |
|        |   |                       |             |
| *Secretary* |   |                       |             |

 

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(Form of reverse side ofbond of Series No. 12,

No.13, No. 14 and No. 15, respectively)

 

This bond is one of the bonds of the Company issuedand to be issued from time to time under and in accordance with and all securedby the indenture of mortgage or deed of trust dated May 1, 1947, executed anddelivered by the Company to U.S. Bank National Association, successor to Bankof America Illinois (formerly Continental Bank, National Association andformerly Continental Illinois National Bank and Trust Company of Chicago andhereinafter referred to as the “Trustee”) and Edmond B. Stofft, as Trustees,and the indentures supplemental thereto heretofore executed and delivered bythe Company to the Trustees under said indenture of mortgage, including theindenture supplemental thereto dated May 1, 2002, executed and delivered by theCompany to said U.S. Bank National Association and Richard Prokosch (successorCo-Trustee), as Trustees (collectively the “Trustees”), prior to theauthentication of this bond (said indenture of mortgage and said supplementalindentures being hereinafter referred to, collectively, as the “Indenture”).  Reference to the Indenture and to allsupplemental indentures, if any, hereafter executed pursuant to the Indentureis hereby made for a description of the property mortgaged and pledged, thenature and extent of the security and the rights of the holders and registeredowners of said bonds and of the Trustees and of the Company in respect of suchsecurity.  By the terms of the Indenturethe bonds to be secured thereby are issuable in series which may vary as todate, amount, date of maturity, rate of interest, redemption provisions, mediumof payment and in other respects as in the Indenture provided.

 

This bond is one of a series of bonds of the Companyissued under the Indenture and designated as First Mortgage Bonds, PollutionControl Series No. [see Note (1) on page 8] (hereinafter called the “bonds of SeriesNo. [see Note (1) on page 8]” or the “bonds of said Series”).  The bonds of Series No. [see Note(1) on page 8]have been issued to Deutsche Bank Trust Company Americas, as trustee (saidtrustee or any successor trustee being hereinafter referred to as the “CountyTrustee”) under the Indenture of Trust dated as of February 1, 2002 (the“County Indenture”), between the County and the County Trustee, to securepayment of the Pollution Control Revenue Bonds, 2002 Series [see Note(3) on page 8](Kentucky Utilities Company Project) (the “Revenue Bonds”), issued by theCounty under the County Indenture, the proceeds of which (other than anyaccrued interest thereon) have been loaned to the Company pursuant to theprovisions of the Loan Agreement dated as of February 1, 2002 (the“Agreement”), between the Company and the County.

 

Except as provided in the next succeeding paragraph,in the event of a default under Section 9.1 of the Agreement or in the event ofa default in the payment of the principal of, premium, if any, or interest (andsuch default in the payment of interest continues for the full grace period, ifany, permitted by the County Indenture and the Revenue Bonds) on the RevenueBonds, whether at maturity, by tender for purchase, by acceleration, by sinkingfund, redemption or otherwise, as and when the same becomes due, the bonds ofSeries No. [see Note (1) on page 8]shall be redeemable in whole upon receipt by theTrustee of a written demand (hereinafter called a “Redemption Demand”) from theCounty 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 CountyIndenture, specifying the last date to which interest on the Revenue Bonds hasbeen paid (such date being hereinafter referred to as the “Initial InterestAccrual Date”) and demanding

 

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redemption of the bonds of Series No. [see Note (1) onpage 8].  The Trustee shall, within 10 days afterreceiving such Redemption Demand, mail a copy thereof to the Company marked toindicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such copy of a RedemptionDemand, the Company shall fix a date on which it will redeem the bonds ofSeries No. [see Note (1) on page 8] so demanded to be redeemed (hereinaftercalled the “Demand Redemption Date”). Notice of the date fixed as and for the Demand Redemption Date shall bemailed by the Company to the Trustee at least 30 days prior to such DemandRedemption Date.  The date to be fixedby the Company as and for the Demand Redemption Date may be any date up to andincluding the earlier of (i) the 120th day after receipt by the Trustee of theRedemption Demand or (ii) February 1, 2032, provided that if the Trustee shallnot have received such notice fixing the Demand Redemption Date within 90 daysafter receipt by it of the Redemption Demand, the Demand Redemption Date shallbe deemed to be the earlier of (i) the 120th day after receipt by the Trusteeof the Redemption Demand or (ii) February 1, 2032.  The Trustee shall mail notice of the Demand Redemption Date (suchnotice being hereinafter called the “Demand Redemption Notice”) to the CountyTrustee not more than 10 nor less than five days prior to the Demand RedemptionDate.  Notwithstanding the foregoing, ifa default to which this paragraph is applicable is existing on February 1,2032, such date shall be deemed to be the Demand Redemption Date withoutfurther action (including actions specified in this paragraph) by the CountyTrustee, the Trustee or the Company. The bonds of Series No. [see Note (1) on page 8] shall be redeemed by the Company on theDemand Redemption Date, upon surrender thereof by the County Trustee to theTrustee, at a redemption price equal to the principal amount thereof plusaccrued interest thereon at the rate or rates then applicable to the RevenueBonds or determined under the provisions of the County Indenture from theInitial Interest Accrual Date to the Demand Redemption Date.  If a Redemption Demand is rescinded by theCounty Trustee by written notice to the Trustee prior to the Demand RedemptionDate, no Demand Redemption Notice shall be given, or, if already given, shallbe automatically annulled, and interest on the bonds of Series No. [see Note(1) on page 8]shall cease to accrue, all interest accrued thereon shall be automaticallyrescinded and cancelled and the Company shall not be obligated to make anypayments of principal of or interest on the bonds of said Series; but no suchrescission shall extend to or affect any subsequent default or impair any rightconsequent thereon.

 

In the event that all of the bonds outstanding underthe Indenture shall have become immediately due and payable, whether bydeclaration or otherwise, and such acceleration shall not have been annulled,the bonds of Series No. [see Note (1) on page 8] shall bear interest at the rate or ratesapplicable to the Revenue Bonds from the Initial Interest Accrual Date, asspecified in a written notice to the Trustee from the County Trustee, and theprincipal of and interest on the bonds of this Series from the Initial InterestAccrual Date shall be payable in accordance with the provisions of Article X ofthe Indenture.

 

Upon payment of the principal of and premium, if any,and interest on the Revenue Bonds, whether at maturity or prior to maturity byredemption or otherwise, and the surrender thereof to and cancellation thereofby the County Trustee (other than any Revenue Bond that was cancelled by theCounty Trustee and for which one or more other Revenue Bonds were delivered andauthenticated pursuant to the County Indenture in lieu of or in exchange orsubstitution for such cancelled Revenue Bond), or upon provision for thepayment thereof having been made in accordance with the County Indenture, bondsof Series No. [see Note (1) on page 8] in a principal

 

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amount equal to the principal amount of the Revenue 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 Series No. [see Note (1) onpage 8] shallbe surrendered by the County Trustee to the Trustee and shall be cancelled bythe Trustee.  From and after the ReleaseDate (as defined below), the bonds of Series No. [see Note(1) on page 8]shall be deemed fully paid, satisfied and discharged and the obligations of theCompany hereunder and thereunder shall be terminated.   The Release Date shall be the date as of which all bonds issuedunder the Indenture prior to the date of initial issuance of this bond (andexcluding bonds of Series No. 11, 12, 13, 14 and 15 have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to bepaid” within the meaning of that term as used in Article XII of the Indenture)at, before or after the maturity thereof. On the Release Date, the bonds of Series No. [see Note(1) on page 8]shall be surrendered by the County Trustee to the Trustee whereupon the bondsof Series No. [see Note (1) on page 8] so surrendered shall be cancelled by theTrustee.

 

No recourse shall be had for the payment of theprincipal of or interest on this bond, or for any claim based hereon, orotherwise in respect hereof or of the Indenture or any indenture supplementalthereto, to or against any incorporator, stockholder, officer or director,past, present or future, of the Company, or of any predecessor or successorcorporation, either directly or through the Company or such predecessor orsuccessor corporation, under any constitution or statute or rule of law, or bythe enforcement of any assessment or penalty, or otherwise, all such liabilityof incorporators, stockholders, directors and officers being waived andreleased by the registered owner hereof by the acceptance of this bond andbeing likewise waived and released by the terms of the Indenture.

 

This bond is nontransferable except as may be requiredto effect a transfer to any successor trustee under the County Indenture.  Any such transfer may be made by theregistered owner hereof, in person or by attorney duly authorized, at theprincipal office or place of business of the Trustee under the Indenture, uponthe surrender and cancellation of this bond and the payment of any stamp tax orother governmental charge, and upon any such transfer a new registered bond orbonds without coupons, of the same series and for the same aggregate principalamount, will be issued to the transferee in exchange herefor.

 

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NOTES:

 

(1)          The number of the applicable series of bonds (SeriesNo. 12, No. 13, No. 14 or No. 15, as the case may be) shall be inserted at thispoint in each bond of such series.

 

(2)          The name of the applicable County (Carroll County asto bonds of Series No. 12 and No. 13, Muhlenberg County as to bonds of SeriesNo. 14 and Mercer County as to bonds of Series No. 15) shall be inserted atthis point in each bond of such series.

 

(3)          The designation of the applicable series (A as toSeries No. 12, No. 14 and No. 15, and B as to Series No. 13) shall be insertedat this point in each bond of such series.

 

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AND WHEREAS, there is to be endorsed on each of thebonds of Series No. 12, No. 13, No. 14 or No. 15 (whether in temporary ordefinitive form) a certificate of the Trustee substantially in the followingform, to-wit:

 

Trustee’s Certificate

 

This bond is one of the bonds of the series designatedtherein, described in the within mentioned Indenture.

 
|   | U.S. Bank National  Association |
|--------|---------------------------------|
|   | *as Trustee*                    |
|   |                            |
|   | By                              |   |
|   |                            | *Authorized Officer* |

 

NOW, THEREFORE, in consideration of the premises andof the sum of One Dollar ($1.00) duly paid by the Trustee to the Company, andof other good and valuable considerations, the receipt whereof is herebyacknowledged, and for the purpose of further assuring to the Trustees under theIndenture their title to, or lien upon, the property hereinafter described,under and pursuant to the terms of the Indenture and for the purpose of furthersecuring the due and punctual payment of the principal of and interest and thepremium, if any, on all bonds which have been heretofore or shall be hereafterissued under the Indenture and indentures supplemental thereto and which shallbe at any time outstanding thereunder and secured thereby, and for the purposeof securing the faithful performance and observance of all the covenants andconditions set forth in the Indenture and/or in any indenture supplementalthereto, the Company has given, granted, bargained, sold, transferred,assigned, pledged, mortgaged, warranted the title to and conveyed, and by thesepresents does give, grant, bargain, sell, transfer, assign, pledge, mortgage,warrant the title to and convey unto U.S. BANK NATIONAL ASSOCIATION AND RICHARDPROKOSCH, as Trustees under the Indenture as therein provided, and thesuccessors in the trusts thereby created, and to their assigns, all the right,title and interest of the Company in and to any and all premises, plants,property, leases and leaseholds, franchises, permits, rights and powers, ofevery kind and description, real and personal (1) which have been acquired bythe Company through construction, purchase, consolidation or merger, orotherwise, and which at the date hereof are owned by the Company, and (2) whichshall be acquired by the Company, through construction, purchase,consolidation, merger, or otherwise, on or subsequent to the date hereof,together, in each case, with the rents, issues, products and profits therefrom,*excepting, however, and there is hereby expressly reservedand excluded from the lien and effect of the Indenture and of this supplementalindenture,*all right, title and interest of the Company, now owned,or hereinafter acquired, in and to (a) all cash, bonds, shares of stock,obligations and other securities not deposited with the Trustee or Trusteesunder the Indenture, and (b) all accounts and bills receivable, judgments(other than for the recovery of real property or establishing a lien or chargethereon or right therein) and choses in action not specifically assigned to andpledged with the Trustee or Trustees under the Indenture, and (c) all lamps andsupplies, machinery, appliances, goods, wares, merchandise, commodities,equipment, apparatus, materials and/or supplies acquired or held by the Companyfor sale, lease, rental or consumption

 

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in the ordinary course of business, and (d) the last day of each of thedemised terms created by any lease of property leased to the Company and undereach and every renewal of any such lease, the last day of each and every suchdemised term being hereby expressly reserved to and by the Company, and (e) allgas, oil, ore, copper and other minerals now or hereafter existing upon, withinor under any real estate of the Company subject to, or hereby subjected to, thelien of the Indenture.

 

Without in any way limiting or restricting thegenerality of the foregoing description or the foregoing exceptions andreservations, the Company hereby expressly gives, grants, bargains, sells,transfers, assigns, pledges, mortgages, warrants the title to and conveys untosaid U.S. BANK NATIONAL ASSOCIATION AND RICHARD PROKOSCH, as Trustees under theIndenture, and unto their successor or successors in trust, and their assigns,under the trusts and for the purposes of the Indenture, as hereby amended, theproperties described in Section 5 of Article VIII of this supplementalindenture (said description being incorporated herein by reference with thesame force and effect as if set forth at length herein), and which propertieshave been acquired by the Company, through construction, purchase,consolidation or merger, or otherwise, and which are owned by the Company atthe date of the execution hereof together with the tenements, hereditaments andappurtenances thereunto belonging or appertaining.

 

TO HAVE AND TOHOLD all said property, right andinterests hereinabove described or referred to and conveyed, assigned, pledgedor mortgaged, or intended to be conveyed, assigned, pledged or mortgaged,together with the rents, issues, products and profits therefrom unto said U.S.BANK NATIONAL ASSOCIATION AND RICHARD PROKOSCH, as Trustees under theIndenture, as hereby modified and amended, and unto their successor orsuccessors in trust forever, But In Trust Nevertheless, uponthe trusts, for the purposes and subject to all the terms, conditions,provisions and restrictions of the Indenture, as hereby modified and amended.

 

And upon the considerations and for the purposesaforesaid, and in order to provide, pursuant to the terms of the Indenture, forthe issuance under the Indenture, as hereby modified and amended, of bonds ofSeries No. 12, No. 13, No. 14 or No. 15 and to fix the terms, provisions andcharacteristics of the bonds of said Series, and to modify and amend theIndenture in the particulars and to the extent hereinafter in this supplementalindenture specifically provided, the Company hereby covenants and agrees withthe Trustees as follows:

 

ARTICLE I.

 

Section 1.  Aseries of bonds issuable under the Indenture, as hereby modified and amended,and to be known and designated as “First Mortgage Bonds, Pollution ControlSeries No. 12” (hereinafter sometimes referred to as the “bonds of Series No.12” or in this Article as the “bonds of said Series”), and which shall beexecuted, authenticated and issued only in the form of registered bonds withoutcoupons, in denominations of $5,000 and integral multiples thereof, is herebycreated and authorized.  The bonds ofsaid Series shall be payable as provided in Section 3 of this Article and shallbe substantially in the form thereof hereinbefore recited.  Each bond of said Series shall be issued toand registered in the name of the County Trustee and shall be nontransferableexcept as required to effect any transfer of bonds of said Series to any

 

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successor trustee under the Carroll County Series A Indenture.  Each bond of said Series shall be dated asof the date of issuance of the Carroll County Series A Revenue Bonds.

 

## Section 2.  Thebonds of Series No. 12 shall bear interest, and the principal thereof andinterest thereon shall be payable, only to the extent and in the mannerprovided in Section 3 of this Article. The bonds of said Series shall mature on February 1, 2032.  The bonds of said Series shall be payable,both as to principal and interest, at the office or agency of the Company inChicago, Illinois in any coin or currency of the United States of America whichat the time of payment is legal tender for public and private debts.

 

The bonds of said Series shall be deemed fully paid,and the obligations of the Company thereunder shall be terminated, to theextent and in the manner provided in Section 4 of this Article.

 

## Section 3. (a)  Except as provided in paragraph (b) of this Section 3, inthe event of a default under Section 9.1 of the Carroll County Series AAgreement or in the event of a default in the payment of the principal of,premium, if any, or interest (and such default in the payment of interestcontinues for the full grace period, if any, permitted by the Carroll CountySeries A Indenture and the Carroll County Series A Revenue Bonds) on theCarroll County Series A Revenue Bonds, whether at maturity, by tender forpurchase, by acceleration, by sinking fund, redemption or otherwise, as andwhen the same becomes due, the bonds of Series No. 12 shall be redeemable inwhole upon receipt by the Trustee of a written demand (hereinafter in thisArticle called a “Redemption Demand”) from the County Trustee stating thatthere has been such a default, stating that it is acting pursuant to theauthorization granted by Section 9.02(c) of the Carroll County Series AIndenture, specifying the last date to which interest on the Carroll CountySeries A Revenue Bonds has been paid (such date being hereinafter referred toin this Article as the “Initial Interest Accrual Date”) and demandingredemption of the bonds of Series No. 12. The Trustee shall, within 10 days after receiving such 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 Redemption Demand, the Company shallfix a date on which it will redeem the bonds of Series No. 12 so demanded to beredeemed (hereinafter in this Article called the “Demand RedemptionDate”).  Notice of the date fixed as andfor the Demand Redemption Date shall be mailed by the Company to the Trustee atleast 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as and for the DemandRedemption Date may be any date up to and including the earlier of (i) the120th day after receipt by the Trustee of the Redemption Demand or (ii)February 1, 2032, provided that if the Trustee shall not have received suchnotice fixing the Demand Redemption Date within 90 days after receipt by it ofthe Redemption Demand, the Demand Redemption Date shall be deemed to be theearlier of (i) the 120th day after receipt by the Trustee of the RedemptionDemand or (ii) February 1, 2032.  TheTrustee shall mail notice of the Demand Redemption Date (such notice beinghereinafter in this Article called the “Demand Redemption Notice”) to theCounty Trustee not more than 10 nor less than five days prior to the DemandRedemption Date.  Notwithstanding theforegoing, if a default to which this paragraph is applicable is existing onFebruary 1, 2032, such date shall be deemed to be the Demand Redemption Datewithout further action (including actions specified in this paragraph) by theCounty Trustee, the Trustee or the Company. The bonds of Series No. 12 shall be redeemed by

##  

## 11

## 

##  

## theCompany on the Demand Redemption Date, upon surrender thereof by the CountyTrustee to the Trustee, at a redemption price equal to the principal amountthereof, plus accrued interest thereon at the rate or rates then applicable tothe Carroll County Series A Revenue Bonds or determined under the provisions ofthe Carroll County Series A Indenture from the Initial Interest Accrual Date tothe Demand Redemption Date.  If a RedemptionDemand is rescinded by the County Trustee by written notice to the Trusteeprior to the Demand Redemption Date, no Demand Redemption Notice shall begiven, or, if already given, shall be automatically annulled, and interest onthe bonds of Series No. 12 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.

 

### (b)           Inthe event that all of the bonds outstanding under the Indenture shall havebecome immediately due and payable, whether by declaration or otherwise, andsuch acceleration shall not have been annulled, the bonds of Series No. 12shall bear interest at the rate or rates applicable to the Carroll CountySeries A Revenue Bonds from the Initial Interest Accrual Date, as specified ina written notice to the Trustee from the County Trustee, and the principal ofand interest on the bonds of said Series from the Initial Interest Accrual Dateshall be payable in accordance with the provisions of Article X of theIndenture.

 

### (c)           Anythingherein contained to the contrary notwithstanding, the Trustee is not authorizedto take any action pursuant to a Redemption Demand or a rescission thereof or awritten notice required by paragraph (b) of this Section 3, and such RedemptionDemand, rescission or notice shall be of no force or effect, unless it isexecuted in the name of the County Trustee by one of its Vice-Presidents.

 

## Section 4. Upon payment of the principal of and premium, if any, and interest onthe Carroll County Series A Revenue Bonds, whether at maturity or prior tomaturity by redemption or otherwise, and the surrender thereof to andcancellation thereof by the County Trustee, or upon provision for the paymentthereof having been made in accordance with Article VIII of the Carroll CountySeries A Indenture, bonds of Series No. 12 in a principal amount equal to theprincipal amount of the Carroll County Series A Revenue Bonds sosurrendered and cancelled shall be surrendered by the County Trustee to theTrustee, whereupon the bonds of said Series so surrendered shall be deemedfully paid and the obligations of the Company thereunder shall be terminated,and such bonds of said Series shall be cancelled and destroyed by the Trusteeby shredding, compacting or other suitable means and a certificate of suchcancellation and destruction shall be delivered to the Company.  From and after the Release Date (as definedbelow), the bonds of Series No. 12 shall be deemed fully paid, satisfied anddischarged and the obligations of the Company hereunder and thereunder shall beterminated.  The Release Date shall be the date as of which all bonds issuedunder the Indenture prior to the date of initial issuance of the bonds of thisSeries (and excluding bonds of this Series and First Mortgage Bonds, PollutionControl Series No. 11, No. 13, No. 14 and No. 15) have been retiredthrough payment, redemption or otherwise (including those Bonds “deemed to bepaid” within the meaning of that term used in Article XII of the Indenture) at,before or after the maturity thereof. On the Release Date, the bonds of this Series shall be surrendered bythe County Trustee to the Trustee whereupon the bonds of Series No. 12 sosurrendered shall be cancelled by the Trustee.

 

12

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ARTICLE II.

 

Section 1.  Aseries of bonds issuable under the Indenture, as hereby modified and amended,and to be known and designated as “First Mortgage Bonds, Pollution ControlSeries No. 13” (hereinafter sometimes referred to as the “bonds of Series No.13” or in this Article as the “bonds of said Series”), and which shall beexecuted, authenticated and issued only in the form of registered bonds withoutcoupons, in denominations of $5,000 and integral multiples thereof, is herebycreated and authorized.  The bonds ofsaid Series shall be payable as provided in Section 3 of this Article and shallbe substantially in the form thereof hereinbefore recited.  Each bond of said Series shall be issued toand registered in the name of the County Trustee and shall be nontransferableexcept as required to effect any transfer of bonds of said Series to anysuccessor trustee under the Carroll County Series B Indenture.  Each bond of said Series shall be dated asof the date of issuance of the Carroll County Series B Revenue Bonds.

 

## Section 2.  Thebonds of Series No. 13 shall bear interest, and the principal thereof andinterest thereon shall be payable, only to the extent and in the mannerprovided in Section 3 of this Article. The bonds of said Series shall mature on February 1, 2032.  The bonds of said Series shall be payable,both as to principal and interest, at the office or agency of the Company inChicago, Illinois in any coin or currency of the United States of America whichat the time of payment is legal tender for public and private debts.

 

The bonds of said Series shall be deemed fully paid,and the obligations of the Company thereunder shall be terminated, to theextent and in the manner provided in Section 4 of this Article.

 

## Section 3. (a)  Except as provided in paragraph (b) of this Section 3, inthe event of a default under Section 9.1 of the Carroll County Series BAgreement or in the event of a default in the payment of the principal of,premium, if any, or interest (and such default in the payment of interestcontinues for the full grace period, if any, permitted by the Carroll CountySeries B Indenture and the Carroll County Series B Revenue Bonds) on theCarroll County Series B Revenue Bonds, whether at maturity, by tender forpurchase, by acceleration, by sinking fund, redemption or otherwise, as andwhen the same becomes due, the bonds of Series No. 13 shall be redeemable inwhole upon receipt by the Trustee of a written demand (hereinafter in thisArticle called a “Redemption Demand”) from the County Trustee stating thatthere has been such a default, stating that it is acting pursuant to theauthorization granted by Section 9.02(c) of the Carroll County Series BIndenture, specifying the last date to which interest on the Carroll CountySeries B Revenue Bonds has been paid (such date being hereinafter referred toin this Article as the “Initial Interest Accrual Date”) and demandingredemption of the bonds of Series No. 13.  The Trustee shall, within 10 days after receiving such 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 Redemption Demand, the Company shallfix a date on which it will redeem the bonds of Series No. 13 so demanded to beredeemed (hereinafter in this Article called the “Demand Redemption Date”).  Notice of the date fixed as and for theDemand Redemption Date shall be mailed by the Company to the Trustee at least30 days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand RedemptionDate may be any date up to and including the earlier of (i) the 120th day afterreceipt by the Trustee of the Redemption Demand or (ii) February 1, 2032,provided

##  

## 13

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## that ifthe Trustee shall not have received such notice fixing the Demand RedemptionDate within 90 days after receipt by it of the Redemption Demand, the DemandRedemption Date shall be deemed to be the earlier of (i) the 120th day afterreceipt by the Trustee of the Redemption Demand or (ii) February 1, 2032.  The Trustee shall mail notice of the DemandRedemption Date (such notice being hereinafter in this Article called the“Demand Redemption Notice”) to the County Trustee not more than 10 nor lessthan five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default to which thisparagraph is applicable is existing on February 1, 2032, such date shall bedeemed to be the Demand Redemption Date without further action (includingactions specified in this paragraph) by the County Trustee, the Trustee or theCompany.  The bonds of Series No. 13shall be redeemed by the Company on the Demand Redemption Date, upon surrenderthereof by the County Trustee to the Trustee, at a redemption price equal tothe principal amount thereof, plus accrued interest thereon at the rate orrates then applicable to the Carroll County Series B Revenue Bonds ordetermined under the provisions of the Carroll County Series B Indenture fromthe Initial Interest Accrual Date to the Demand Redemption Date.  If a Redemption Demand is rescinded by theCounty Trustee by written notice to the Trustee prior to the Demand RedemptionDate, no Demand Redemption Notice shall be given, or, if already given, shallbe automatically annulled, and interest on the bonds of Series No. 13 shallcease to accrue, all interest accrued thereon shall be automatically rescindedand cancelled and the Company shall not be obligated to make any payments ofprincipal of or interest on the bonds of this Series; but no such rescissionshall extend to or affect any subsequent default or impair any right consequentthereon.

 

### (b)           Inthe event that all of the bonds outstanding under the Indenture shall havebecome immediately due and payable, whether by declaration or otherwise, andsuch acceleration shall not have been annulled, the bonds of Series No. 13shall bear interest at the rate or rates applicable to the Carroll CountySeries B Revenue Bonds from the Initial Interest Accrual Date, as specified ina written notice to the Trustee from the County Trustee, and the principal ofand interest on the bonds of said Series from the Initial Interest Accrual Dateshall be payable in accordance with the provisions of Article X of theIndenture.

 

### (c)           Anythingherein contained to the contrary notwithstanding, the Trustee is not authorizedto take any action pursuant to a Redemption Demand or a rescission thereof or awritten notice required by paragraph (b) of this Section 3, and such RedemptionDemand, rescission or notice shall be of no force or effect, unless it isexecuted in the name of the County Trustee by one of its Vice-Presidents.

 

## Section 4. Upon payment of the principal of and premium, if any, and interest onthe Carroll County Series B Revenue Bonds, whether at maturity or prior tomaturity by redemption or otherwise, and the surrender thereof to andcancellation thereof by the County Trustee, or upon provision for the paymentthereof having been made in accordance with Article VIII of the Carroll CountySeries B Indenture, bonds of Series No. 13 in a principal amount equal to theprincipal amount of the Carroll County Series B Revenue Bonds sosurrendered and cancelled shall be surrendered by the County Trustee to theTrustee, whereupon the bonds of said Series so surrendered shall be deemed fullypaid and the obligations of the Company thereunder shall be terminated, andsuch bonds of said Series shall be cancelled and destroyed by the Trustee byshredding, compacting or other suitable means and a certificate of suchcancellation and destruction shall be delivered to the Company.  From and after the Release Date (as defined

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## 14

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## below),the bonds of Series No. 13 shall be deemed fully paid, satisfied and dischargedand the obligations of the Company hereunder and thereunder shall beterminated.  The Release Date shall be the date as of which all bonds issuedunder the Indenture prior to the date of initial issuance of the bonds of thisSeries (and excluding bonds of this Series and First Mortgage Bonds, PollutionControl Series No. 11, No. 12, No. 14 and No. 15) have been retiredthrough payment, redemption or otherwise (including those Bonds “deemed to bepaid” within the meaning of that term used in Article XII of the Indenture) at,before or after the maturity thereof. On the Release Date, the bonds of this Series shall be surrendered bythe County Trustee to the Trustee whereupon the bonds of Series No. 13 sosurrendered shall be cancelled by the Trustee.

 

ARTICLE III.

 

## Section 1.  Aseries of bonds issuable under the Indenture, as hereby modified and amended,and to be known and designated as “First Mortgage Bonds, Pollution ControlSeries No. 14” (hereinafter sometimes referred to as the “bonds of Series No.14” or in this Article as the “bonds of said Series”), and which shall beexecuted, authenticated and issued only in the form of registered bonds withoutcoupons, in denominations of $5,000 and integral multiples thereof, is herebycreated and authorized.  The bonds ofsaid Series shall be payable as provided in Section 3 of this Article and shallbe substantially in the form thereof hereinbefore recited.  Each bond of said Series shall be issued toand registered in the name of the County Trustee and shall be nontransferableexcept as required to effect any transfer of bonds of said Series to anysuccessor trustee under the Muhlenberg County Indenture.  Each bond of said Series shall be dated asof the date of issuance of the Muhlenberg County Revenue Bonds.

 

## Section 2.  Thebonds of Series No. 14 shall bear interest, and the principal thereof andinterest thereon shall be payable, only to the extent and in the mannerprovided in Section 3 of this Article. The bonds of said Series shall mature on February 1, 2032.  The bonds of said Series shall be payable,both as to principal and interest, at the office or agency of the Company inChicago, Illinois in any coin or currency of the United States of America whichat the time of payment is legal tender for public and private debts.

 

The bonds of said Series shall be deemed fully paid,and the obligations of the Company thereunder shall be terminated, to theextent and in the manner provided in Section 4 of this Article.

 

## Section 3. (a)  Except as provided in paragraph (b) of this Section 3, inthe event of a default under Section 9.1 of the Muhlenberg County Agreement orin the event of a default in the payment of the principal of, premium, if any,or interest (and such default in the payment of interest continues for the fullgrace period, if any, permitted by the Muhlenberg County Indenture and theMuhlenberg County Revenue Bonds) on the Muhlenberg County Revenue 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 SeriesNo. 14 shall be redeemable in whole upon receipt by the Trustee of a writtendemand (hereinafter in this Article called a “Redemption Demand”) from theCounty Trustee stating that there has been such a default, stating that it isacting pursuant to the authorization granted by Section 9.02(c) of theMuhlenberg County Indenture, specifying the last date to which interest on theMuhlenberg County Revenue Bonds has been paid (such date being hereinafterreferred to in this Article as

##  

## 15

## 

##  

## the“Initial Interest Accrual Date”) and demanding redemption of the bonds ofSeries No. 14.   The Trustee shall,within 10 days after receiving such 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 Redemption Demand, the Company shall fix a date on which it willredeem the bonds of Series No. 14 so demanded to be redeemed (hereinafter inthis Article called, the “Demand Redemption Date”).  Notice of the date fixed as and for the Demand Redemption Dateshall be mailed by the Company to the Trustee at least 30 days prior to suchDemand Redemption Date.  The date to befixed by the Company as and for the Demand Redemption Date may be any date upto and including the earlier of (i) the 120th day after receipt by the Trusteeof the Redemption Demand or (ii) February 1, 2032, provided that if the Trusteeshall not have received such notice fixing the Demand Redemption Date within 90days after receipt by it of the Redemption Demand, the Demand Redemption Dateshall be deemed to be the earlier of (i) the 120th day after receipt by theTrustee of the Redemption Demand or (ii) February 1, 2032.  The Trustee shall mail notice of the DemandRedemption Date (such notice being hereinafter in this Article called the“Demand Redemption Notice”) to the County Trustee not more than 10 nor lessthan five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default to which thisparagraph is applicable is existing on February 1, 2032, such date shall bedeemed to be the Demand Redemption Date without further action (includingactions specified in this paragraph) by the County Trustee, the Trustee or theCompany.  The bonds of Series No. 14shall be redeemed by the Company on the Demand Redemption Date, upon surrenderthereof by the County Trustee to the Trustee, at a redemption price equal tothe principal amount thereof, plus accrued interest thereon at the rate orrates then applicable to the Muhlenberg County Revenue Bonds or determinedunder the provisions of the Muhlenberg County Indenture from the InitialInterest Accrual Date to the Demand Redemption Date.  If a Redemption Demand is rescinded by the County Trustee bywritten notice to the Trustee prior to the Demand Redemption Date, no DemandRedemption Notice shall be given, or, if already given, shall be automaticallyannulled, and interest on the bonds of Series No. 14 shall cease to accrue, allinterest accrued thereon shall be automatically rescinded and cancelled and theCompany shall not be obligated to make any payments of principal of or intereston the bonds of this Series; but no such rescission shall extend to or affectany subsequent default or impair any right consequent thereon.

 

### (b)           Inthe event that all of the bonds outstanding under the Indenture shall havebecome immediately due and payable, whether by declaration or otherwise, andsuch acceleration shall not have been annulled, the bonds of Series No. 14shall bear interest at the rate or rates applicable to the Muhlenberg CountyRevenue Bonds from the Initial Interest Accrual Date, as specified in a writtennotice to the Trustee from the County Trustee, and the principal of andinterest on the bonds of said Series from the Initial Interest Accrual Dateshall be payable in accordance with the provisions of Article X of theIndenture.

 

### (c)           Anythingherein contained to the contrary notwithstanding, the Trustee is not authorizedto take any action pursuant to a Redemption Demand or a rescission thereof or awritten notice required by paragraph (b) of this Section 3, and such RedemptionDemand, rescission or notice shall be of no force or effect, unless it is executedin the name of the County Trustee by one of its Vice-Presidents.

 

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## Section 4. Upon payment of the principal of and premium, if any, and interest onthe Muhlenberg County Revenue Bonds, whether at maturity or prior to maturityby redemption or otherwise, and the surrender thereof to and cancellationthereof by the County Trustee, or upon provision for the payment thereof havingbeen made in accordance with Article VIII of the Muhlenberg County Indenture,bonds of Series No. 14 in a principal amount equal to the principal amount ofthe Muhlenberg County Revenue Bonds so surrendered and cancelled shall besurrendered by the County Trustee to the Trustee, whereupon the bonds of saidSeries so surrendered shall be deemed fully paid and the obligations of theCompany thereunder shall be terminated, and such bonds of said Series shall becancelled and destroyed by the Trustee by shredding, compacting or othersuitable means and a certificate of such cancellation and destruction shall bedelivered to the Company.  From andafter the Release Date (as defined below), the bonds of Series No. 14 shall bedeemed fully paid, satisfied and discharged and the obligations of the Companyhereunder and thereunder shall be terminated. The Release Date shall be the dateas of which all bonds issued under the Indenture prior to the date of initialissuance of the bonds of this Series (and excluding bonds of this Series andFirst Mortgage Bonds, Pollution Control Series No. 11, No. 12, No. 13 and No.15) have been retired through payment, redemption or otherwise(including those Bonds “deemed to be paid” within the meaning of that term usedin Article XII of the Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of thisSeries shall be surrendered by the County Trustee to the Trustee whereupon thebonds of Series No. 14 so surrendered shall be cancelled by the Trustee.

 

ARTICLE IV.

 

## Section 1.  Aseries of bonds issuable under the Indenture, as hereby modified and amended,and to be known and designated as “First Mortgage Bonds, Pollution ControlSeries No. 15” (hereinafter sometimes referred to as the “bonds of Series No.15” or in this Article as the “bonds of said Series”), and which shall be executed,authenticated and issued only in the form of registered bonds without coupons,in denominations of $5,000 and integral multiples thereof, is hereby createdand authorized.  The bonds of saidSeries shall be payable as provided in Section 3 of this Article and shall besubstantially in the form thereof hereinbefore recited.  Each bond of said Series shall be issued toand registered in the name of the County Trustee and shall be nontransferableexcept as required to effect any transfer of bonds of said Series to anysuccessor trustee under the Mercer County Indenture.  Each bond of said Series shall be dated as of the date ofissuance of the Mercer County Revenue Bonds.

 

## Section 2.  Thebonds of Series No. 15 shall bear interest, and the principal thereof andinterest thereon shall be payable, only to the extent and in the mannerprovided in Section 3 of this Article. The bonds of said Series shall mature on February 1, 2032.  The bonds of said Series shall be payable,both as to principal and interest, at the office or agency of the Company inChicago, Illinois in any coin or currency of the United States of America whichat the time of payment is legal tender for public and private debts.

 

The bonds of said Series shall be deemed fully paid,and the obligations of the Company thereunder shall be terminated, to theextent and in the manner provided in Section 4 of this Article.

 

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## Section 3. (a)  Except as provided in paragraph (b) of this Section 3, inthe event of a default under Section 9.1 of the Mercer County Agreement or inthe event of a default in the payment of the principal of, premium, if any, orinterest (and such default in the payment of interest continues for the fullgrace period, if any, permitted by the Mercer County Indenture and the MercerCounty Revenue Bonds) on the Mercer County Revenue Bonds, whether at maturity,by tender for purchase, by acceleration, by sinking fund, redemption orotherwise, as and when the same becomes due, the bonds of Series No. 15 shallbe redeemable in whole upon receipt by the Trustee of a written demand(hereinafter in this Article called a “Redemption Demand”) from the CountyTrustee stating that there has been such a default, stating that it is acting pursuantto the authorization granted by Section 9.02(c) of the Mercer County Indenture,specifying the last date to which interest on the Mercer County Revenue Bondshas been paid (such date being hereinafter referred to in this Article as the“Initial Interest Accrual Date”) and demanding redemption of the bonds ofSeries No. 15.  The Trustee shall,within 10 days after receiving such 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 Redemption Demand, the Company shall fix a date on which it willredeem the bonds of Series No. 15 so demanded to be redeemed (hereinafter inthis Article called the “Demand Redemption Date”).  Notice of the date fixed as and for the Demand Redemption Dateshall be mailed by the Company to the Trustee at least 30 days prior to suchDemand Redemption Date.  The date to befixed by the Company as and for the Demand Redemption Date may be any date upto and including the earlier of (i) the 120th day after receipt by the Trusteeof the Redemption Demand or (ii) February 1, 2032, provided that if the Trusteeshall not have received such notice fixing the Demand Redemption Date within 90days after receipt by it of the Redemption Demand, the Demand Redemption Dateshall be deemed to be the earlier of (i) the 120th day after receipt by theTrustee of the Redemption Demand or (ii) February 1, 2032.  The Trustee shall mail notice of the DemandRedemption Date (such notice being hereinafter in this Article called the“Demand Redemption Notice”) to the County Trustee not more than 10 nor lessthan five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default to which thisparagraph is applicable is existing on February 1, 2032, such date shall bedeemed to be the Demand Redemption Date without further action (includingactions specified in this paragraph) by the County Trustee, the Trustee or theCompany.  The bonds of Series No. 15shall be redeemed by the Company on the Demand Redemption Date, upon surrenderthereof by the County Trustee to the Trustee, at a redemption price equal tothe principal amount thereof, plus accrued interest thereon at the rate orrates then applicable to the Mercer County Revenue Bonds or determined underthe provisions of the Mercer County Indenture from the Initial Interest AccrualDate to the Demand Redemption Date.  Ifa Redemption Demand is rescinded by the County Trustee by written notice to theTrustee prior to the Demand Redemption Date, no Demand Redemption Notice shallbe given, or, if already given, shall be automatically annulled, and intereston the bonds of Series No. 15 shall cease to accrue, all interest accruedthereon shall be automatically rescinded and cancelled and the Company shallnot be obligated to make any payments of principal of or interest on the bondsof this Series; but no such rescission shall extend to or affect any subsequentdefault or impair any right consequent thereon.

 

### (b)           Inthe event that all of the bonds outstanding under the Indenture shall havebecome immediately due and payable, whether by declaration or otherwise, andsuch acceleration shall not have been annulled, the bonds of Series No. 15shall bear interest at the rate or rates applicable to the Mercer CountyRevenue Bonds from the Initial Interest Accrual

###  

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### Date, asspecified in a written notice to the Trustee from the County Trustee, and theprincipal of and interest on the bonds of said Series from the Initial InterestAccrual Date shall be payable in accordance with the provisions of Article X ofthe Indenture.

 

### (c)           Anythingherein contained to the contrary notwithstanding, the Trustee is not authorizedto take any action pursuant to a Redemption Demand or a rescission thereof or awritten notice required by paragraph (b) of this Section 3, and such RedemptionDemand, rescission or notice shall be of no force or effect, unless it isexecuted in the name of the County Trustee by one of its Vice-Presidents.

 

## Section 4. Upon payment of the principal of and premium, if any, and interest onthe Mercer County Revenue Bonds, whether at maturity or prior to maturity byredemption or otherwise, and the surrender thereof to and cancellation thereofby the County Trustee, or upon provision for the payment thereof having beenmade in accordance with Article VIII of the Mercer County Indenture, bonds ofSeries No. 15 in a principal amount equal to the principal amount of the MercerCounty Revenue Bonds so surrendered and cancelled shall be surrendered by theCounty Trustee to the Trustee, whereupon the bonds of said Series sosurrendered shall be deemed fully paid and the obligations of the Companythereunder shall be terminated, and such bonds of said Series shall becancelled and destroyed by the Trustee by shredding, compacting or othersuitable means and a certificate of such cancellation and destruction shall bedelivered to the Company.  From andafter the Release Date (as defined below), the bonds of Series No. 15 shall bedeemed fully paid, satisfied and discharged and the obligations of the Companyhereunder and thereunder shall be terminated. The Release Date shall be the dateas of which all bonds issued under the Indenture prior to the date of initialissuance of the bonds of this Series (and excluding bonds of this Series andFirst Mortgage Bonds, Pollution Control Series No. 11, No. 12, No. 13 and No.14) have been retired through payment, redemption or otherwise(including those Bonds “deemed to be paid” within the meaning of that term usedin Article XII of the Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of thisSeries shall be surrendered by the County Trustee to the Trustee whereupon thebonds of Series No. 15 so surrendered shall be cancelled by the Trustee.

 

ARTICLE V.

 

## Section 1.  Thebonds of each of Series No. 12, No. 13, No. 14 and No. 15 shall be executed onbehalf of the Company and sealed with the corporate seal of the Company, all inthe manner provided in or permitted by Section 6 of Article I of the Indenture,as follows:

 

#### (a)           bonds of each of said Series executedon behalf of the Company by its President or a Vice-President and by itsSecretary or an Assistant Secretary may be so executed by the manual orfacsimile signature of such President or Vice-President and of such Secretaryor Assistant Secretary, as the case may be, of the Company, or of any person orpersons who shall have been such officer or officers, as the case may be, ofthe Company on or subsequent to the date of this supplemental indenture,notwithstanding that he or they may have ceased to be such officer or officersof the Company at the time of the actual execution, authentication, issue ordelivery of any of such bonds, and any such manual or facsimile signature orsignatures of such officer or officers of the Company, as above provided, onany such bonds shall constitute execution of such bonds

####  

#### 19

#### 

####  

#### on behalf of the Company by such officer or officersof the Company for the purposes of the Indenture, as hereby modified andamended, and shall be valid and effective for all purposes, *provided*thatall bonds of each of said Series shall always be executed on behalf of theCompany by the manual or facsimile signature of its President or aVice-President and of its Secretary or an Assistant Secretary, as aboveprovided, *andprovided, further,*that none of such bonds shall be executed onbehalf of the Company by the manual or facsimile signature of the same officeror person acting in more than one capacity; and

 

#### (b)           such corporate seal of the Companymay be facsimile, and the bonds of each of said series on which such facsimileseal of the Company shall be affixed, impressed, imprinted or reproduced shallbe deemed to be sealed with the corporate seal of the Company for the purposesof the Indenture as hereby modified and amended, and such facsimile seal shallbe valid and effective for all purposes.

 

ARTICLE VI.

 

Section 10 of Article III of the Indenture is herebyfurther amended to provide that the Company agrees to observe and comply withthe provisions of said section as so amended hereby so long as the bonds ofSeries No. 12, No. 13, No. 14 and No. 15 are outstanding.  The bonds outstanding on the date hereof towhich said Section 10 applies are Nos. 8, Series P, Nos. 1B, 2B, 3B and4B, Series Q, Nos. 9, 10 and 11, Series R, and Series S.

 

No covenant to provide a maintenance and renewal fundis made in respect of the bonds of Series No. 12, No. 13, No. 14 or No.15.  The absence of such a covenantshall not, however, limit the right of the Company to use, apply or certifybonds of Series No. 12, No. 13, No. 14 or No. 15 to comply with, or to satisfyits obligations under, any provision of the Indenture (including, withoutlimitation, the provisions of Section 1 of Article VII of the Indenture).

 

The bonds of Series No. 12, No. 13, No. 14 or No. 15are intended to be used as collateral for and to secure payment of the CarrollCounty Series A Revenue Bonds, the Carroll County Series B Revenue Bonds, theMuhlenberg County Revenue Bonds and the Mercer County Revenue Bonds,respectively, as hereinabove provided, and, accordingly, the bonds of SeriesNo. 12, No. 13, No. 14 or No. 15 shall be dated as of the respective dates ofissuance of the applicable Revenue Bonds and shall bear interest from theirrespective Initial Interest Accrual Dates, as hereinabove provided,notwithstanding anything to the contrary contained in the Indenture withrespect to the dating of bonds and the date from which interest on bonds shallaccrue.

 

ARTICLE VII.

 

Section 1. Capitalized terms used in this Article VII and not otherwise defined inthis Indenture shall have the meanings set forth in the applicable CountyIndenture.

 

Section 2. Subsequent to the issuance of the applicable Revenue Bonds, the Companyshall not be required to establish compliance with the net earningsrequirements of Section 5 of

 

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Article II of the Indenture in connection with any Conversion ofInterest Rate Mode on such Revenue Bonds or any change in length of Long TermRate Period.  So long as such RevenueBonds operate in any Interest Rate Mode other than the Long Term Rate where theLong Term Rate Period ends on the day prior to the final maturity of suchRevenue Bonds, the Company shall include, for purposes of any requiredcalculation of such net earnings requirement (as such requirement shall then bein effect), interest on the bonds of the applicable Series at an annual rate of14%.  If at any time the interest rateon such Revenue Bonds is a Long Term Rate where the Long Term Rate Period endson the day prior to the final maturity of such Revenue Bonds, the Company mayinclude, for purposes of any calculation of such net earnings requirement,interest on bonds of the applicable Series at the Long Term Rate then borne bythe Revenue Bonds.

 

ARTICLE VIII.

 

Section 1.  Theprovisions of this supplemental indenture shall be effective from and after theexecution hereof; and the Indenture, as hereby modified and amended, shallremain in full force and effect.

 

Section 2. Each holder or registered owner of a bond of any series not nowoutstanding which shall be authenticated by the Trustee and issued by theCompany under the Indenture (as hereby amended) subsequent to the execution ofthis supplemental indenture and of any coupon pertaining to any such bond, bythe acquisition, holding or ownership of such bond and coupon, thereby consentsand agrees to, and shall be bound by, the provisions of this supplementalindenture.

 

Section 3. Each reference in the Indenture, or in this supplemental indenture, toany article, section, term or provision of the Indenture shall mean and bedeemed to refer to such article, section, term or provision of the Indenture,as hereby modified and amended, except where the context otherwise indicates.

 

Section 4.  Allthe covenants, provisions, stipulations and agreements in this supplementalindenture contained are and shall be for the sole and exclusive benefit of theparties hereto, their successors and assigns, and of the holders and registeredowners from time to time of the bonds and of the coupons issued and outstandingfrom time to time under and secured by the Indenture, as hereby modified andamended.

 

This supplemental indenture has been executed in anumber of identical counterparts, each of which so executed shall be deemed tobe an original.

 

At the time of the execution of this supplementalindenture, the aggregate principal amount of all indebtedness outstanding, orto be outstanding, under and secured by the Indenture, as hereby modified and amended, is $522,760,000, consisting of andrepresented by First Mortgage Bonds, Pollution Control Series No. 8, Series P,Pollution Control Series No. 1 B through No. 4B, inclusive, Series Q, PollutionControl Series No. 9 and 10, Series R, Series S and Series No. 11, No. 12, No.13, No. 14 and No. 15 of the Company, as follows:

 

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| **Series** |   | **Interest Rate** |   | **Maturity Date**   |   | **Principal Amount** |   |
|------------|--------|-------------------|--------|---------------------|--------|----------------------|--------|
| No. 8      |   | 7.45              |   | September  15, 2016 |   | 96,000,000           |   |
| P          |   | 7.92              |   | May 15, 2007        |   | 53,000,000           |   |
|       |   | 8.55              |   | May 15, 2027        |   | 33,000,000           |   |
| No. 1B     |   | 6 1⁄4          |   | February 1, 2018    |   | 20,930,000           | (a)    |
| No. 2B     |   | 6 1⁄4          |   | February 1, 2018    |   | 2,400,000            | (a)    |
| No. 3B     |   | 6 1⁄4          |   | February 1, 2018    |   | 7,200,000            | (a)    |
| No. 4B     |   | 6 1⁄4          |   | February 1, 2018    |   | 7,400,000            | (a)    |
| Q          |   | 6.32              |   | June 15, 2003       |   | 62,000,000           |   |
| No. 9      |   | 5 3⁄4          |   | December 1, 2023    |   | 50,000,000           |   |
| No. 10     |   | Variable          |   | November l, 2024    |   | 54,000,000           |   |
| R          |   | 7.55              |   | June 1, 2025        |   | 50,000,000           |   |
| S          |   | 5.99              |   | January 15, 2006    |   | 36,000,000           |   |
| No. 11     |   | Variable          |   | May 1, 2023         |   | 12,900,000           |   |
| No. 12     |   | Variable          |   | February 1, 2032    |   | 20,930,000           | (b)    |
| No. 13     |   | Variable          |   | February 1, 2032    |   | 2,400,000            | (b)    |
| No. 14     |   | Variable          |   | February 1, 2032    |   | 7,200,000            | (b)    |
| No. 15     |   | Variable          |   | February 1, 2032    |   | 7,400,000            | (b)    |

 

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(a)                        To be paid anddischarged not more than 90 days after issuance of Pollution Control Series No.12, No. 13, No. 14 and No. 15

 

(b)                       To be presentlyissued by the Company under the Indenture, as hereby modified and amended.

 

All of said bonds of Series P, Series Q, Series R andSeries S, respectively, were sold by the Company to, and upon the issue thereofwere owned and held by, the corporations and partnerships whose names andresidences are stated in the Supplemental Indentures dated May 15, 1992,June 15, 1993, June 1, 1995 and January 15, 1996, respectively, executed by theCompany to the Trustees under said Indenture as heretofore modified andamended.

 

All of said bonds of Series No. Series No. 8 wereheretofore issued and delivered by the Company to, and upon the issuancethereof were held by, First Security National Bank and Trust

 

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Company, One First Security Plaza, Lexington, Fayette County, Kentucky40507, as trustee (now succeeded by Bank One, Kentucky, N.A.).

 

All of said bonds of Series No. 1B through 4B,inclusive, and Series No. 9, and Series No. 10 were heretofore issued anddelivered by the Company to, and upon the issuance thereof were held by, BankOne, Kentucky, N.A., 201 East Main Street, Lexington, Fayette County, Kentucky40507, as trustee.

 

All of said bonds of Series No. 11 were heretoforeissued and delivered by the Company to, and upon the issuance thereof were heldby, The Bank of New York, 101 Barclay Street, 21st Floor, NewYork, New York 10286.

 

The Thirty-Seven Million Nine Hundred Thirty ThousandDollars ($37,930,000) in principal amount of bonds of Series No. 12, No. 13,No. 14 and No. 15 proposed to be issued by the Company under the Indenture ashereby modified and amended, are to be issued and delivered by the Company to,and upon the issuance thereof held by, Deutsche Bank Trust Company Americas,Corporate Trust & Agency Services, c/o DB Services New Jersey, Inc., 100Plaza One, 6th Floor, Jersey City, New Jersey 07310, as County Trustee.

 

Section 5.  TheCompany hereby gives, grants, bargains, sells, transfers, assigns, pledges,mortgages, warrants the title to and conveys unto the Trustee under theIndenture, upon the trusts and for the purposes of the Indenture, as herebymodified, the following described properties:

 

**Parcel 1**

 

That certain property located in Mercer County,Kentucky, on both sides of the Danville and Dix River Road and on the BallardTurnpike and more particularly described as follows:

 

BEGINNING at a stone in the center of the Danville andDix River Road, corner to Martin Noel, opposite Motley’s Passway, and runningwith the center thereof South 32-1/2< West 4.2 chains, and South 19< West 3.8 chains to corner to NewtonCurd; thence leaving the road with his lines North 78-1/4< West 5 chains to a stone and South51-1/2< West 55links to the east edge of the right of way of the Cincinnati Southern Railway,as newly located; thence with the east line thereof with the fence Southwardly1080 feet to the north edge of the Ballard Turnpike at the intersection withthe railway; thence with the north edge of the turnpike South 84< East 4.75 chains to the center of theDanville and Dix River Road; thence with the center of said road North 2-3/4< W 10.45 chains to an iron pin corner toH. T. Ison, formerly Artis W. Curd; thence with his line South 84< East 21.63 chains to a stone corner toGrant Epperson; thence with his line North 56-1/2< East 2.6 chains to an iron pin corner toDavid Motley and Epperson; thence with Motley’slines North 6<West 10.36 chains to a stone, North 86-1/2< West 9 chains to a stone, North 3< E 3.7 chains to the edge of Motley’s 20foot roadway, and thence with the south line thereof South 84< West 10.5 chains to the beginning,containing 36 acres, be the same more or less.

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There is excepted from the above-described Parcel 1the following:

 

1)                                      Property conveyed to A. G. Peavler andRosie Lee Peavler, his wife, by deed of Grover Peavler, a single man, et al,dated October 17, 1979, recorded in Deed Book 236, Page 674;

 

2)                                      Property conveyed to Kentucky UtilitiesCompany, Inc., a Kentucky corporation, by deed of Grover Peavler, a single man, et al, dated November 8, 1991, recordedin Deed Book 237, Page 103.

 

All of the foregoing references are to the MercerCounty Clerk’s office.

 

**Parcel 2**

 

All of that tract of land, with improvements thereon,near Dix Dam in Mercer County, Kentucky, on the Curdville Road, described as:BEGINNING on the West side of the Curdsville Road in the center of an old lanecorner to J.D. WALLACE (or Willis); thence with his line N 76.08 W 330 feetcontinuing with Willis and crossing the C.N.O. and T.P. Railway Company rightof way and continuing with Virgil Houp S 52.53 W 891 feet to a point in the DixDam Road in line of F.C. Slama; thence with Slama’s line up a hill N 22.49 W282 feet along a stone fence, N 22.41 W 198 feet, N 23.14 W 444 feet to amulberry tree, and along the creek bank N 50.09 W 109 feet, and around the topof the brow of the bluff N 7.01 W 264 feet; N 9.50 W 263 feet; N 14.24 E 264feet to an elm on the side of the bluff and S 82.16 W 143 feet to an elm treeon top of bluff, and along the top of the bluff N. 0.46 W 488 feet to the lineof Gwinn; thence with Gwinn for four calls along the side of the bluff andalong an old stone fence N 11.40 E 229 feet, N 44.42 E 330 feet, and leavingstone fence and crossing creek and said railroad N 88.55 E 528 feet to a pointon the East side thereof, thence at an angle across said right of way N 5.27 W392 feet to a point on the west side of said C.N.O. and T.P. Railway Company doubletracks and corner to John Buckley; thence with Buckley S 58.49 E 1963 feet tothe West side of the Curdsville Road; thence along the West side thereof S28.21 W 524 feet, S 26.04 W 640 feet S 38.36 W 363 feet, and S 18.55 W 274 feetto the beginning.  There is exceptedfrom the above-described Parcel 2 the following:

 

1)                                      Railroad right-of-way conveyed in DeedBook 43, Page 459, Deed Book 44, Pages 175 and 404; and deed to Trustees of theCincinnati Southern Railway, dated September 14, 1928, recorded in Deed book104, Page 205;

 

2)                                      Property conveyed by Clarene A. Rose toF.C. Slama, by deed dated  April 30,1952, and recorded in Deed Book 128, Page 412;

 

3)                                      Property conveyed to Commonwealth ofKentucky, by deed dated October 9, 1936, recorded in Deed book 110, Page 637.

 

All of the foregoing references are to the records ofthe Mercer County Clerk’s office.

 

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The foregoing two parcels having been surveyed byEstes Engineering, prepared November 28, 2000, and are described pursuant tothe survey in three separate tracts as follows:

 

**Tract ‘D’**

 

A description of tract ‘D’ from Houp located on KY 342and Curdsville road in the county of Mercer, state of Kentucky and bounded asfollows:  unless stated otherwise, anymonument referred to herein as an iron pin set 11/2000 is a 5/8” x 24” rebarwith a 2” aluminum cap stamped L.W. Estes LPLS 1880; beginning at an iron pin (set 11/2000) located in the westright of way of Curdsville Road and being a corner to Major etal; thence, alongthe west right of way of Curdsville road (20’ to c/l) for the following calls,

S34E27’24”w, a distance of 184.05 feet to a point;

S32E04’07”w, a distance of 308.88 feet to a point;

S28E07’56”w, a distance of 272.12 feet to an iron pin (set11/2000);

S26E51’37”w, a distance of 185.81 feet to a point;

S26E16’48”w, a distance of 168.28 feet to a point;

S30’08’53”w, a distance of 56.37 feet to a point;

S37E54’22”w, a distance of 88.05 feet to a point;

S38E49’36”w, a distance of 94.54 feet to a point;

S36E18’15”w, a distance of 90.01 feet to a point;

S28E49’15”w, a distance of 76.20 feet to a point;

S20E40’55”w, a distance of 108.61 feet to a point;

S16E01’26”w, a distance of 113.54 feet to an iron pin(set 11/2000);

S14E12’06”w, a distance of 60.92 feet to a point;

S12E06’15”w, a distance of 107.64 feet to a point;

S07E03’13”w, a distance of 159.31 feet to a point;

S05E58’57”w, a distance of 143.54 feet to a point;

S04E10’57”w, a distance of 183.40 feet to a point;

S04E33’22”w, a distance of 180.41 feet to an iron pin(set 11/2000);

S04E30’14”w, a distance of 277.58 feet to an iron pin(set 11/2000),

located in the north right of way of KY 342; thence,N57E25’57”w, along the north right of way of KY 342 (r/w  variable), a distance of 184.15 feet to aniron pin (set 11/2000) located in the east right of way of SouthernRailroad;  thence, along the east rightof way of Southern Railroad (DB 104-205 and DB 104-250) for the followingcalls,  along a curve to the left havinga radius of 2964.90 feet, a curve length of 1182.75 feet, the chord of which isn6E03’51”w, a chord length of 1174.92 feet to an iron pin (set 11/2000);N18E52’08”w, a distance of 662.00 feet to an iron pin (set 11/2000); along acurve to the right having a radius of 2764.90 feet, the curve length of 1698.86feet, the chord of which is  N3E11’47”w, a chord distance of 1672.26 feet to an iron pin (set11/2000), a corner to Major et al; thence, s58E49’00”e, along the line of Major et al (DB 230-267) andalong or near a fence, a distance of 1828.71 feet to point of beginning.  Containing 58.237 acres more or less.  All bearings are referred to bearing ofrecord along the line of Major et al as shown in DB 176-18  (S58E49’00”e) tract ‘D’ is a portion of DB176-18 and a portion of DB 237-590. Tract ‘D’ was surveyed by Lindon W. Estes, Lpls 1880 (Estes Engineeringand Surveying, Inc.) on 11/28/2000.

 

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**Tract ‘E’**

 

A description of tract ‘E’ from Houp located onSouthern Railroad in the county of Mercer, state of Kentucky and bounded asfollows:  unless stated otherwise, anymonument referred to herein as an iron pin set 11/2000 is a 5/8” x 24” rebarwith a 2” aluminum cap stamped L.W. Estes LPLS 1880; beginning at an iron pin(set 11/2000) located in the west right of way of Southern Railroad and acorner to Shakertown at Pleasant Hill, Kentucky, Inc.  (Said pointlocated S35E08’09”w, a distance of 520.58 feet from the north west most cornerof tract ‘D’ of Houp; thence, along the west right of way of Southern Railroad(DB 43-459 and DB 44-175 (DB 44-404) for the following calls, S10E09’05”w, adistance of 56.20 feet to an iron pin (set 11/2000); along a curve to the lefthaving a radius of 2342.00 feet, the curve length of 1497.38 feet, the chord ofwhich is S8E57’52”e, the chord length of 1472.01 feet to an iron pin (set11/2000);   S28E21’31”e, a distance of301.67 feet to an iron pin (set 11/2000); along a curve to the right having aradius of 1382.70 feet, the curve length of 157.42 feet, the chord of which isS23E57’04”e, the chord length of 157.33 feet to an iron pin (set 11/2000);S69E18’37”w, a distance of 50.00 feet to an iron pin (set 11/2000);S17E15’09”e, a distance of 271.52 feet to an iron pin (set 11/2000), a cornerto Baker; thence, S52E53’00”w, along the line of Baker (DB 266-402), a distanceof 314.56 feet to the center of 14” W.F. I beam (found), a corner to Lot ‘14’of Pleasant Hill Farm;     thence, alongthe line of Pleasant Hill Farm (Lots 14 thru 9 PC ‘A-570’) for the followingcalls, N30E57’29”w, a distance of 31.15 feet to the center of 14” W.F. I beam(found); N32E21’45”e, a distance of 161.60 feet to the center of 12” wood postwitness pin (set 11/2000) N28E00’12”e, a distance of 1.14 feet; N3E14’27”w, adistance of 200.07 feet to the center of 14” corner post witness pin (set11/2000) N1E08’37”e, a distance of 1.42 feet; N40E01’48”w, a distance of 175.61 feet to the center of 14” wood postwitness pin (set 11/2000) S59E06’47”e, a distance 0.98 feet; N51E52’29”w, adistance of 266.26 feet to the center of 12” wood post witness pin (set11/2000) S74E18’58”e, a distance of 0.91 feet; N84E01’18”w, a distance of 281.03 feet to the center of 10” wood postwitness pin (set 11/2000) S89E49’47”e, a distance of 0.75 feet; N53E49’46”w, adistance of 84.33 feet to a 14” white oak tree witness pin (set 11/2000)S2E22’55”e, a distance of 1.77 feet; S47E22’53”w, a distance of 71.83 feet toan iron pin (set 11/2000 in snag); N35E07’25”w, a distance of 114.11 feet to a24” oak tree  witness pin (set 11/2000)S69E56’54”e, a distance of 1.87 feet; N8E15’24”e, a distance of 252.25 feet toa 30” sycamore tree witness pin (set 11/2000) S51E14’27”e, a distance of 1.55feet; N24E39’36”e, a distance of 201.83 feet to a 18” hickory tree witness pin(set 11/2000) N68E50’36”w, a distance of 0.79 feet; N8E27’09”e, a distance of153.01 feet to the center of 12” walnut stump, witness pin (set 11/2000) N1E28’16”e, a distance of 0.70 feet;  N23E59’04”w, a distance of 129.81 feet to a20” walnut tree, witness pin (set 11/2000) S39E40’16”e, a distance of 1.16feet; N21E57’48”w, a distance of 205.36 feet to a 14” oak stump (3’ tall)witness pin (set 11/2000) N88E14’58”e, a distance of 0.98 feet, a corner toH.U.S. of Ky., Inc.; thence, N4E24’53”w, along the line of H.U.S. of  Ky.,Inc. (DB 239-599), a distance of 297.54feet to an iron pin (set 11/2000) at corner to Shakertown at Pleasant Hill,Kentucky, Inc.; thence, along the line of Shakertown at Pleasant Hill,Kentucky, Inc.  (DB 157-149 tract III) forthe following calls, N11E44’16”e, a distance of 217.80 feet to an iron pin (set11/2000); N47E14’16”e, a distance of 330.00 feet to a point on rock ledge onwest side of cedar run witness pin (set 11/2000) N17E17’42”e, a distance of14.40 feet; S83E30’44”e, a distance of 244.31 feet to point of

 

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beginning.  Containing 23.186acres more or less.  All bearings arereferred to bearing of record along the line of Major et al as shown in DB176-18  (S58E49’00”e).  Tract ‘E’ is a portion of DB 176-18.  Tract ‘E’ was surveyed by Lindon W. Estes,LPLS 1880 (Estes Engineering and Surveying, Inc.) on 11/28/2000.

 

**Tract‘F’**

 

A description of tract ‘F’ from Houp located on KY 342in the county of Mercer, state of Kentucky and bounded as follows:    Unless stated otherwise, any monumentreferred to herein as an iron pin set 11/2000 is a 5/8” x 24” rebar with a 2”aluminum cap stamped L.W. Estes  LPLS1880; beginning at an iron pin (set 11/2000) located in the south right of wayof KY 342 and the east right of way of Southern Railroad; thence, S47E29’58”e,along the south right of way of KY 342 (r/w variable), a distance of 131.29feet to an iron pin (set 11/2000) located in the west right of way ofCurdsville road and a corner to Kentucky Utilities, (said iron pin located S44E12’55”w, a distance of 95.94 feetfrom  the south east most corner oftract ‘D’ of Houp; thence, N82E49’14”w, along the line of Kentucky Utilities(DB 190-396), a distance of 104.35 feet to an iron pin (set 11/2000) located inthe east right of way of Southern Railroad; thence, N5E05’13”e, along SouthernRailroad (DB 104-250), a distance of 75.96 feet to point of beginning.  Containing 0.091 acres more or less.  All bearings are referred to bearing ofrecord along the line of Major et al as shown in DB 176-18 (S58E49’00”e) tract‘F’ is a portion of DB 237-590 tract ‘F’ was surveyed by Lindon W. Estes, LPLS1880 (Estes Engineering and Surveying, Inc.) on 11/28/2000.

 

Parcel 1 being the same property conveyed to CliffordW. Houp and Patricia J. Houp, his wife, by deed dated December, 1991, recordedin Deed Book 237, Page 590, in the Mercer County Clerk’s office.  Parcel 2 being the same property conveyed toClifford W. Houp and Patricia J. Houp, his wife, by deed dated January 6, 1973,recorded in Deed Book 176, Page 18, in the Mercer County Clerk’s office.

 

**Parcel 3 – Ky River Tract**

 

(1)                                  BEGINNING in the west right-of-way lineof C.N.O. and T.P. Railway in or near High Bridge and running thence westwardlya straight line paralleling Kentucky River and with line of the second (2)tract herein to a beech snag on the east bank of Cedar Run Creek, and thencecontinuing said line to the center of said creek; thence down same with thecenter thereof to the mouth of said creek at Kentucky River; thence up KentuckyRiver eastwardly to the west right-of-way of said railway and with the samesouthwardly to the beginning.

 

(2)                                  A certain boundary of land lying inMercer County, Kentucky, on the waters of Cedar Run Creek near the mouththereof and between said creek and the right-of-way of the Cincinnati-SouthernRailroad and bounded as follows:

 

BEGINNING at the figure 1 cut in a large rock in theedge of said creek and running thence a straight line in an easterly direction165 feet more or less to figure 7 cut in the face of the cliff, thence astraight line in a southerly direction 294 feet more or less to figure 4 cut inthe 

 

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face of the cliff, thence a straight line in a westerly direction 100feet more or less to a cross cut in a large rock on the edge of the creek,thence down the creek as it meanders 298 feet more or less to figure 1, theplace of beginning.

 

There is excepted from the foregoing description ofParcel 3, property conveyed to Cincinnati Southern Railway, by deed datedAugust 29, 1908, recorded in Deed Book 78, Page 379, in the Mercer CountyClerk’s office.

 

Parcel 3 being the same property conveyed CliffordWayne Houp, by deed dated November 23, 1983, recorded in Deed Book 210, Page746, in the Mercer County Clerk’s office.

 

Parcels 1, 2 and 3 being the same property conveyed toKentucky Utilities Company, by deed from Clifford W. Houp and Patricia J. Houp,dated March 22, 2001, recorded in Deed Book 282, Page 266, in the Mercer CountyClerk’s office.

 

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INWITNESSWHEREOF, said Kentucky Utilities Company has caused this instrument to beexecuted in its corporate name by its President, Vice-President or itsTreasurer and its corporate seal to be hereunto affixed and to be attested andcountersigned by its Executive Vice President, General Counsel and CorporateSecretary, and said U.S. Bank National Association, for the purpose of enteringinto and joining with the Company in the execution of this supplementalindenture, has caused this instrument to be executed in its corporate name byone of its Assistant Vice-Presidents and to be attested by one of its AssistantVice-Presidents, and said Richard Prokosch for the purpose of entering into andjoining with the Company in the execution of this supplemental indenture, hassigned this instrument; all as of the day and year first above written.

 
|    | KENTUCKY UTILITIES COMPANY      |
|---------|---------------------------------|
|    |                            |   |
|    |                            |   |
|    | By:                             |   |   |
|    |                            | Daniel  K. Arbough |   |
|    |                            | *Treasurer* |   |
|    |
| Attest: |                            |   |   |
|    | John  R. McCall                 |   |   |
|    | *Executive  Vice President,*    |   |   |
|    | *General  Counsel and*          |   |   |
|    | *Corporate  Secretary*          |   |   |
|    |                            | (Corporate  Seal) |
|    |
|    | U.S. Bank National  Association |
|    |                            |   |
|    |                            |   |
|    | By:                             |   |   |
|    |                            | Julie Eddington |   |
|    |                            | *Assistant Vice**President* |   |
|    |
| Attest: |                            |   |   |
|    | Lori-Anne Rosenberg             |   |   |
|    | *Assistant Vice President*      |   |   |
|    |
|    |                            |   |
|    | By:                             |   |   |
|    |                            | Richard  Prokosch |   |
|         |                                 |  |  |  |  |  |  |  |  |  |

 

29

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| Commonwealth of Kentucky | } | SS:    |
|--------------------------|---|--------|
|                     | } |   |
| County of Jefferson      | } |   |

 

I, Rhonda E. Anderson, a Notary Public in and for saidCounty in the Commonwealth aforesaid, do hereby certify that Daniel K. Arbough,Treasurer of Kentucky Utilities Company, a Kentucky and Virginia corporation,and John R. McCall, Executive Vice President, General Counsel and CorporateSecretary of said corporation, who are both personally known to me to be thesame persons whose names are subscribed to the foregoing instrument as suchofficers of said corporation, and who are both personally known to me to besuch officers, appeared before me this day in person and severally acknowledgedbefore me that they signed, sealed and delivered said instrument as their freeand voluntary act as such officers, and as the free and voluntary act and deedof said corporation, for the uses and purposes therein set forth; and saidDaniel K. Arbough, upon oath, acknowledged himself to be Treasurer of saidcorporation and that, as such officer, being authorized so to do, he executedsaid instrument for the purposes therein contained, by signing the name of saidcorporation thereto by himself as such officer.

 

Given under my hand and official seal this 14th day ofMay, 2002.

 

 
|   |                                              |
|--------|---------------------------------------------------|
|   | *Notary  Public*                                  |
|   |                                              |
|   | My commission expires:  August 31, 2003 |

 

(Notarial Seal)

 

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| State of Minnesota | } | SS:    |
|--------------------|---|--------|
|               | } |   |
| County of Ramsey   | } |   |

 

I,                                              ,a Notary Public in and for said County in the State aforesaid, do herebycertify that:

 

(a)           Julie Eddington, anAssistant Vice President of U.S. Bank National Association, a national bankingassociation, and Lori-Anne Rosenberg, an Assistant Vice President of saidcorporation, who are both personally known to me to be the same persons whosenames are subscribed to the foregoing instrument as such Assistant VicePresidents of said corporation, and who are both personally known to me to besuch officers, appeared before me this day in person and severally acknowledgedbefore me that they signed and delivered said instrument as their free andvoluntary act as such officers, and as the free and voluntary act and deed ofsaid corporation, for the uses and purposes therein set forth; and said JulieEddington upon oath, acknowledged herself to be an Assistant Vice President ofsaid corporation and that, as such officer, being authorized so to do, sheexecuted said instrument for the purposes therein contained, by signing thename of said corporation thereto by herself as such officer; and

 

(b)           Richard Prokosch,personally known to me to be the same person described in, and whose name issubscribed to, the foregoing instrument, appeared before me this day in personand acknowledged before me that he executed, signed and delivered saidinstrument as his free and voluntary act and deed, for the uses and purposestherein set forth.

 

Given under myhand and official seal this 13th day of May, 2002.

 

 
|   |                   |
|--------|------------------------|
|   |                   |
|   | *Notary Public*        |
|   |                   |
|   | My commission expires: |   |
|   |                   |
|   | (Notarial  Seal)       |

 

 

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This instrument prepared by James Dimas, Esq., 220 West Main Street,Louisville, Kentucky 40202.

 

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