**Exhibit 4.23**

 

**NOTE**

 
| $33,000,000.00 |   |   | Date: November 24,  2003 |
|----------------|--------|--------|-------------------------------|

 

FOR VALUE RECEIVED, on November 24,2010 (the “Maturity Date”) the undersigned, KENTUCKY UTILITIES COMPANY,a Kentucky and Virginia corporation (the “Borrower”), unconditionallypromises to pay to FIDELIA CORPORATION (the “Lender”), at the Lender’soffice at 919 North Market Street, Suite 504, Wilmington, Delaware  19801, or at such other place as the holderof this Note may from time to time designate in writing, in lawful money of theUnited States of America and immediately available funds, the principal sum of$33,000,000.  This Note is referred to inand was executed and delivered under the Loan and Security Agreement dated asof August 15, 2003 (the “Loan Agreement”) between the Borrower andthe Lender, to which reference is made for a more complete statement of theterms and conditions under which the loan evidenced by this Note was made andis to be repaid.  Capitalized terms usedin this Note and not otherwise defined have the meanings assigned to such termsin the Loan Agreement.

 

Unless otherwise paidsooner under the provisions of Section 2.6(c) or 7.1 ofthe Loan Agreement, the principal indebtedness represented by this Note ispayable on the Maturity Date.  TheBorrower further promises to pay interest on the outstanding principal amountof the indebtedness represented by this Note from the date of this Note untilpayment in full at the applicable rates determined in accordance with Section 2.3(A) ofthe Loan Agreement.  Except as otherwiseprovided in the Loan Agreement, interest is payable at the fixed rate of 4.24%semi-annually in arrears not later than the last Business Day of each sixmonths period and is computed on the basis of a 360-day year consisting oftwelve 30-day months.  Interest paymentdates are or around May 24th and November 24thduring the term of the Note.

 

If payment under thisNote becomes due and payable on a Business Day, the due date of such payment isextended to the next succeeding Business Day. In no contingency or event whatsoever will interest charged under thisNote, however such interest may be characterized or computed, exceed thehighest rate permissible under any law which a court of competent jurisdiction,in a final determination, deems applicable to this Note.  In the event that such a court determinesthat the Lender has received interest under this Note in excess of the highestrate applicable to this Note, any such excess interest collected by the Lenderis deemed to have been a repayment of principal and be so applied.

 

The obligations of theBorrower under this Note is secured by certain collateral as and to the extentset forth in the Loan Agreement.  ThisNote is subject to prepayment at the option of the Borrower as provided in theLoan Agreement.

 

----

 

**DEMAND,PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT AND PROTEST ARE WAIVED BY THEBORROWER.**

 

This Note has beendelivered and is deemed to have been made, at Wilmington, Delaware and will beinterpreted in accordance with the internal law as (as opposed to conflicts oflaw provisions) and decisions of the State of Delaware.  Whenever possible each provision of this Notewill be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Note is prohibited by or invalidunder applicable law, such provision will be ineffective to the extent of suchprohibition or invalidity, without invalidating the remainder of such provisionor the remaining provisions of this Note. Whenever in this Note reference is made to the Lender or the Borrower,such reference is deemed to include, as applicable, a reference to theirrespective successors and assigns.  Theprovisions of this Note are binding upon and inure to the benefit of saidsuccessors and assigns.  The Borrower’ssuccessors and assigns include, without limitation, a receiver, trustee ordebtor-in-possession of or for the Borrower.

 
|   | **KENTUCKY UTILITIES COMPANY** |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   |   |   |
|   |                           | Title: |

 

----