EX-4(a)



 Exhibit 4(a) 
  

 
  

LOUISVILLE GAS AND ELECTRIC COMPANY 

TO 
 THE BANK OF NEW
YORK MELLON, 
 Trustee 
  

 
 Supplemental
Indenture No. 4 
 dated as of September 1, 2015 

 
  

Supplemental to the Indenture 

dated as of October 1, 2010 
  

 
 Establishing

 First Mortgage Bonds, 3.300% Series due 2025 

First Mortgage Bonds, 4.375% Series due 2045 
  

 
  







 SUPPLEMENTAL INDENTURE NO. 4 

SUPPLEMENTAL INDENTURE No. 4, dated as of the first day of September, 2015, made and entered into by and between LOUISVILLE GAS AND
ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the Commonwealth of Kentucky, having its principal corporate offices at 220 West Main Street, Louisville, Kentucky 40202 (hereinafter sometimes called the
“Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 101 Barclay Street, 7th Floor, New York, New York 10286 and having its principal place of business at One Wall Street, New
York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of October 1, 2010 (hereinafter called the “Original Indenture”), between the Company and said Trustee, as
heretofore supplemented, this Supplemental Indenture No. 4 being supplemental thereto. The Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 4 are hereinafter sometimes, collectively, called the
“Indenture.” 
 Recitals of the Company 

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities
(such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the
principal of and premium, if any, and interest, if any, on such Securities. 
 The Company has heretofore executed and delivered
supplemental indentures for the purpose of creating series of Securities as set forth in Exhibit A hereto. 
 The Original Indenture and
Supplemental Indentures No. 1 and No. 2, and financing statements in respect thereof, have been duly recorded and filed in the various official records in the Commonwealth of Kentucky as set forth in Supplemental Indenture No. 3. 

Supplemental Indenture No. 3 has been duly recorded and filed in the various official records in the Commonwealth of Kentucky as set
forth in Exhibit B hereto. 
 Pursuant to Article Three of the Original Indenture, the Company wishes to establish two series of Securities,
such series of Securities to be hereinafter sometimes called “Securities of Series No. 5” and “Securities of Series No. 6”, respectively, and, pursuant to Section 1401 of the Original Indenture, the Company wishes
to correct errors in certain sections of the Original Indenture. 
 As contemplated in Section 301 of the Original Indenture, the
Company further wishes to establish the designation and certain terms of the Securities of Series No. 5 and of the Securities of Series No. 6. The Company has duly authorized the execution and delivery of this Supplemental Indenture
No. 4 to establish the designation and certain terms of such series of Securities and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 4 a valid agreement of the Company,
and to make the Securities of Series No. 5 and the Securities of Series No. 6 valid obligations of the Company, have been performed. 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 4 WITNESSETH, that, for and in consideration of the premises and of the purchase of the
Securities by the Holders thereof and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants therein and in the Indenture
contained, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in and lien on the








 
Company’s right, title and interest in the generating stations described in Exhibit C hereto, as and to the extent, and subject to the terms and conditions, set forth in the Original
Indenture; and it is further mutually covenanted and agreed as follows: 
 ARTICLE ONE 

SECURITIES OF SERIES NO. 5 
  

	 	SECTION 101.	Creation of Series No. 5. 

 There is hereby created a series of Securities
designated “First Mortgage Bonds, 3.300% Series due 2025”, and the Securities of such series shall: 
 (a) be
issued initially in the aggregate principal amount of $300,000,000 and shall be limited to such aggregate principal amount (except as contemplated in Section 301(b) of the Original Indenture); provided, however, that, as contemplated in the
last paragraph of Section 301 of the Original Indenture, additional Securities of such series may be subsequently issued from time to time, without any consent of Holders of the Securities of such series, if and to the extent that, prior to
each such subsequent issuance, the aggregate principal amount of the additional Securities then to be issued shall have been set forth in a Supplemental Indenture, and, thereupon, the Securities of such series shall be limited to such aggregate
principal amount as so increased (except as aforesaid and subject to further such increases); 
 (b) be dated
September 28, 2015; 
 (c) have a Stated Maturity of October 1, 2025, subject to prior redemption or purchase by
the Company; 
 (d) have such additional terms as are established in an Officer’s Certificate as contemplated in
Section 301 of the Original Indenture; and 
 (e) be in substantially the form or forms established therefor in an
Officer’s Certificate, as contemplated by Section 201 of the Original Indenture. 
  

	 	SECTION 102.	Creation of Series No. 6. 

 There is hereby created a series of Securities
designated “First Mortgage Bonds, 4.375% Series due 2045”, and the Securities of such series shall: 
 (a) be
issued initially in the aggregate principal amount of $250,000,000 and shall be limited to such aggregate principal amount (except as contemplated in Section 301(b) of the Original Indenture); provided, however, that, as contemplated in the
last paragraph of Section 301 of the Original Indenture, additional Securities of such series may be subsequently issued from time to time, without any consent of Holders of the Securities of such series, if and to the extent that, prior to
each such subsequent issuance, the aggregate principal amount of the additional Securities then to be issued shall have been set forth in a Supplemental Indenture, and, thereupon, the Securities of such series shall be limited to such aggregate
principal amount as so increased (except as aforesaid and subject to further such increases); 
 (b) be dated
September 28, 2015; 
 (c) have a Stated Maturity of October 1, 2045, subject to prior redemption or purchase by
the Company; 

  
 2 








 (d) have such additional terms as are established in an Officer’s
Certificate as contemplated in Section 301 of the Original Indenture; and 
 (e) be in substantially the form or forms
established therefor in an Officer’s Certificate, as contemplated by Section 201 of the Original Indenture. 
 ARTICLE TWO

 COVENANT 
  

	 	SECTION 201.	Satisfaction and Discharge. 

 The Company hereby agrees that, if the Company shall make
any deposit of money and/or Eligible Obligations with respect to any Securities of Series No. 5 or any Securities of Series No. 6, or any portion of the principal amount thereof, as contemplated by Section 901 of the Indenture, the
Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 901 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either: 

(a) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such
Securities, or portions of the principal amount thereof, shall retain the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 901), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal
of and premium, if any, and interest due and to become due on such Securities or portions thereof, all in accordance with and subject to the provisions of said Section 901; provided, however, that such instrument may state that the obligation
of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized
standing, selected by the Trustee, showing the calculation thereof (which opinion shall be obtained at the expense of the Company); or 

(b) an Opinion of Counsel to the effect that the beneficial owners of such Securities, or portions of the principal amount
thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income
tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. 
 ARTICLE
THREE 
 CORRECTIONS 
  

	 	SECTION 301.	Correction of Certain Sections of the Indenture. 

 In accordance with
Section 1401(l) of the Original Indenture, the Original Indenture is hereby corrected as set forth in Exhibit D hereto. 

  
 3 








 ARTICLE FOUR 

MISCELLANEOUS PROVISIONS 
  

	 	SECTION 401.	Single Instrument. 

 This Supplemental Indenture No. 4 is an amendment and
supplement to the Original Indenture as heretofore amended and supplemented. As amended and supplemented by this Supplemental Indenture No. 4, the Original Indenture, as heretofore supplemented, is in all respects ratified, approved and
confirmed, and the Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 4 shall together constitute the Indenture. 
  

	 	SECTION 402.	Effect of Headings. 

 The Article and Section headings in this Supplemental
Indenture No. 4 are for convenience only and shall not affect the construction hereof. 
  

 
 This instrument
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 4 to be
duly executed as of the day and year first written above. 
  

			
	LOUISVILLE GAS AND ELECTRIC COMPANY
		
	By:	 	 /s/ Daniel K. Arbough

	Name:	 	Daniel K. Arbough
	Title:	 	Treasurer


  

			
	ATTEST:
	
	 /s/ Gerald A. Reynolds

	Name:	 	Gerald A. Reynolds
	Title:	 	General Counsel, Chief Compliance
		 	Officer and Corporate Secretary

 [Signature Page to Supplemental Indenture No. 4 – Louisville Gas and Electric Utilities
Company] 







 
			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Francine Kincaid

	Name:	 	Francine Kincaid
	Title:	 	Vice President


 [Signature Page to Supplemental Indenture No. 4 – Louisville Gas and Electric
Company] 








			
	 COMMONWEALTH OF KENTUCKY
	  	)
		  	)    ss.:
	 COUNTY OF JEFFERSON
	  	)

 On this 17th day of September, 2015, before me, a notary public, the undersigned, personally appeared Daniel
K. Arbough, who acknowledged himself to be the Treasurer of LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation of the Commonwealth of Kentucky and that he, as such Treasurer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as Treasurer. 
 In witness whereof, I hereunto set my hand
and official seal. 
  

	
	 /s/ Betty L. Brinly

	Notary Public
	[Seal]



  
 [Signature Page to
Supplemental Indenture No. 4 – Louisville Gas and Electric Company] 









			
	 STATE OF NEW YORK
	  	)
		  	)    ss.:
	 COUNTY OF NEW YORK
	  	)

 On this 17th day of September, 2015, before me, a notary public, the undersigned, personally appeared Francine
Kincaid, who acknowledged herself to be a Vice President of THE BANK OF NEW YORK MELLON, a corporation and that she, as Vice President, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the
name of the corporation by herself as Vice President. 
 In witness whereof, I hereunto set my hand and official seal. 

 

			
	By:	 	 /s/ Christopher J. Traina

		 	Christopher J. Traina
		 	Notary Public – State of New York
		 	No. 01TR6297825
		 	Qualified in Queens County
		 	My Commission Expires
		 	March 03, 2018
		 	Certified in New York County


 The Bank of New York Mellon hereby certifies that its precise name and address as Trustee hereunder are:

  

	
	The Bank of New York Mellon
	101 Barclay Street, 7th Floor
	New York, New York 10286
	Attn: Corporate Trust Administration

  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Francine Kincaid

	Name:	 	Francine Kincaid
	Title:	 	Vice President



  
 [Signature Page to
Supplemental Indenture No. 4 – Louisville Gas and Electric Company] 








 CERTIFICATE OF PREPARER 

The foregoing instrument was prepared by: 
  

	
	 James J. Dimas, Senior Corporate Attorney

Louisville Gas and Electric Company
 220 West Main Street

Louisville, Kentucky 40202

	
	 /s/ James J. Dimas

	      James J. Dimas



  
 [Signature Page to
Supplemental Indenture No. 4 – Louisville Gas and Electric Utilities Company] 








 EXHIBIT A 

LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 Bonds Issued
and Outstanding 
 under the Indenture 
  

 
  

																	
	 Supplemental

Indenture No.
	  	Dated as of	  	 Series
No.
	  	 Series Designation
	  	 Date of Securities
	  	Principal
Amount Issued	 	  	Principal
Amount
Outstanding1	 
	 1
	  	October 15, 2010	  	1	  	Collateral Series 2010	  	October 20, 2010	  	$	574,304,000	  	  	$	574,304,000	  
	 2
	  	November 1, 2010	  	2	  	1.625% Series due 2015	  	November 16, 2010	  	$	250,000,000	  	  	$	250,000,000	  
		  		  	3	  	5.125% Series due 2040	  	November 16, 2010	  	$	285,000,000	  	  	$	285,000,000	  
	 3
	  	November 1, 2013	  	4	  	4.65% Series due 2043	  	November 14, 2013	  	$	250,000,000	  	  	$	250,000,000	  

  
  

	1 	As of September 1, 2015. 


  
 A-1 








 EXHIBIT B 

LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 Filing and
Recording 
 of 

Supplemental Indenture No. 3, dated as of November 1, 2013, 

to 
 Indenture, dated as
of October 1, 2010 
  
  

 

					
	 COUNTY
	  	DEED BOOK	  	PAGE NO.
	 Breckinridge
	  	BK: MTG 403	  	180 - 200
	 Bullitt
	  	BK: M1522	  	376 - 396
	 Clark
	  	BK: M776	  	399 - 419
	 Green
	  	MBK: 285	  	341 - 361
	 Hardin
	  	BK: 2084	  	706 - 726
	 Hart
	  	MBK: 344	  	173
	 Henry
	  	BK: M319	  	868 - 888
	 Jefferson
	  	M: 13592	  	0087
	 Larue
	  	MTGBK: 327	  	68
	 Meade
	  	MBK: 734	  	567 (21)
	 Metcalfe
	  	MBK: 159	  	463
	 Muhlenberg
	  	BK: M647	  	436
	 Nelson
	  	BK: MTG M1022	  	690 - 710
	 Oldham
	  	BK: M2100	  	500 - 528
	 Shelby
	  	BK: M933	  	24 - 44
	 Trimble
	  	MBK: 197	  	55


  
 B-1 








 EXHIBIT C 

LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 Generating
Facilities 
  
  

Schedule of additional generating stations located in the Commonwealth of Kentucky 

 

	1.	An undivided 22% interest in Unit 7 of the Cane Run Generating Station, located in Jefferson County, Kentucky, the remaining undivided 78% interest in Unit 7 being owned by Kentucky Utilities Company. 


 

	2.	An undivided 38% interest in each of Unit 6 and Unit 7 of E.W. Brown Generating Station, locating in Mercer County, Kentucky, the remaining 62% undivided interest in such Units being owned by Kentucky Utilities Company.



  
 C-1 








 EXHIBIT D 

LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 Corrections
to Original Indenture 
  
  

 

	1.	Clause (d) of the exceptions to the granting clauses under “EXCEPTED PROPERTY” in the Original Indenture is hereby corrected by inserting “(b),” immediately following the words “referred to
in clause”. 

  

	2.	Clause (p) in the third paragraph of Section 301 of the Original Indenture is hereby corrected by deleting the word “Eight” in each instance and replacing such word with the word “Nine” in
each instance. 

  

	3.	Clause (e) in the first paragraph of Section 806 of the Original Indenture is hereby corrected by deleting the word “Eight” and replacing such word with the word “Nine”. 


 

	4.	The fourth paragraph of Section 1107 of the Original Indenture is hereby corrected by deleting the word “Eight” and replacing such word with the word “Nine”. 


  
 D-1