Exhibit 4.1


 




 





Supplemental
Indenture


 


Dated
October 1, 2004


 


KENTUCKY
UTILITIES COMPANY


 


TO


 


U.S.
BANK NATIONAL ASSOCIATION


AND
RICHARD PROKOSCH,

AS TRUSTEES


 


 


(SUPPLEMENTAL
TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED MAY 1, 1947, AS AMENDED,
HERETOFORE EXECUTED BY KENTUCKY UTILITIES COMPANY TO CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES.)


 


 


(PROVIDING FOR
FIRST MORTGAGE BONDS, 

POLLUTION CONTROL SERIES NO. 17

DUE OCTOBER 1, 2034)




 





 





















 


THIS SUPPLEMENTAL INDENTURE, dated October  1, 2004, made and entered into by and between
KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws
of the Commonwealths of Kentucky and Virginia (hereinafter commonly referred to
as the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association having its office or place of business in the City of Chicago, Cook
County, State of Illinois, formerly named First Trust of Illinois, National
Association, successor to Bank of America Illinois, formerly named Continental
Bank, National Association and Continental Illinois National Bank and Trust
Company of Chicago (hereinafter commonly referred to as the “Trustee”), and
Richard Prokosch (successor Co-Trustee), of the City of St. Paul, County of
Ramsey, State of Minnesota, as Trustees under the Indenture of Mortgage or Deed
of Trust dated May 1, 1947, as modified and amended by the several indentures
supplemental thereto heretofore executed by and between the Company and the
Trustees from time to time under said Indenture of Mortgage or Deed of Trust;
said Indenture of Mortgage or Deed of Trust, as so modified and amended, being
hereinafter commonly referred to as the “Indenture”; and said Trustees under
the Indenture being hereinafter commonly referred to as the “Trustees” or the “Trustees
under the Indenture”; Witnesseth:


 


WHEREAS, the Company, by resolution of its Board of
Directors or the Pricing Committee thereof duly adopted, has determined to
issue forthwith an additional series of its bonds to be secured by the
Indenture, as hereby modified and amended, such bonds to be known and
designated as First Mortgage Bonds, Pollution Control Series No. 17
(hereinafter sometimes referred to as the “bonds of Series No. 17” or the “bonds
of said Series”), and to be authorized, authenticated and issued only as
registered bonds without coupons; and


 


WHEREAS, the
County of Carroll in the Commonwealth of Kentucky (the “County”) has agreed to
issue $50,000,000 in principal amount of its Environmental Facilities Revenue
Bonds, 2004 Series A (Kentucky Utilities Company Project) (the “Revenue Bonds”),
which will be issued pursuant to the provisions of the Indenture of Trust dated
as of October 1, 2004 (the “County Indenture”), between the County and Wachovia
Bank of Delaware, National Association, as Trustee, Paying Agent and Bond
Registrar (said Trustee or any successor trustee under the County Indenture,
hereinafter mentioned, being hereinafter referred to as the “County Trustee”);
and


 


WHEREAS, the proceeds
of the Revenue Bonds (other than any accrued interest, if any, thereon) will be
loaned by the County to the Company pursuant to the provisions of the Loan
Agreement, dated as of October 1, 2004, between the County and the Company (the
“Agreement”), to pay and discharge $50,000,000 in outstanding principal
amount of “County of Carroll, Kentucky, Collateralized Solid Waste Disposal
Facilities Revenue Bonds, (Kentucky Utilities Company Project), 1993
Series A” (the “Refunded Bonds”) on or prior to the date of issuance of
the Revenue Bonds.  The Refunded Bonds
were issued to finance all or a portion of the costs of construction,
acquisition, installation and equipping of certain solid waste disposal
facilities to serve the Ghent Generating Station of the Company, which facilities are hereinafter


 





















 


sometimes
referred to as the “Project,” which Project is located in the County and which
Project is more fully described in Exhibit A to the Agreement; and


 


WHEREAS, payments
by the Company under and pursuant to the Agreement have been assigned by the
County to the County Trustee in order to secure the payment of the Revenue
Bonds; and in order to further secure the payment of the Revenue Bonds, the
Company desires to issue its bonds of Series No. 17 to the County Trustee as
provided in the Agreement; and


 


WHEREAS, the Company desires, in accordance with the
provisions of Article I, Section 6(e) of Article II and Article XVI of the
Indenture, to execute this supplemental indenture for the purpose of creating
and authorizing its bonds of Series No. 17
and modifying or amending certain provisions of the Indenture in the
particulars and to the extent hereinafter in this supplemental indenture
specifically provided; and


 


WHEREAS, the execution and delivery by the Company of
this supplemental indenture have been duly authorized by the Board of Directors
of 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 in
the execution and delivery of this supplemental indenture; and


 


WHEREAS, the bonds of Series No. 17 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. 17)


 


This bond is nontransferable except as may be required
to effect a transfer to any successor trustee under the Indenture of Trust
dated as of October 1, 2004, hereinafter referred to.


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  



 


Kentucky
Utilities Company

First Mortgage Bond, Pollution Control Series No. 17

Due October 1, 2034


 


Kentucky Utilities Company, a Kentucky and Virginia
corporation (hereinafter referred to as the “Company”), for value received,
hereby promises to pay to Wachovia Bank of Delaware, National Association, as
Trustee under the Indenture of Trust (the “County Indenture”) dated as of
October 1, 2004, from the County of Carroll, Kentucky (the “County”) to
Wachovia Bank of Delaware, National Association, or any successor trustee under
the County Indenture (the “County Trustee”), the principal sum of Fifty
Million Dollars on the Demand Redemption Date, as hereinafter defined, and
to pay on the Demand Redemption Date to the County Trustee interest on said sum
from the Initial Interest Accrual Date, as hereinafter defined, to the Demand
Redemption Date, at the interest rate or rates determined for the “Interest
Rate 


 


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Mode” (as described in
Section 2.02 of the County Indenture) applicable to the Revenue Bonds referred
to on the reverse hereof as selected from time to time by the Company, subject
to the provisions hereinafter set forth in the event of a rescission of a
Redemption Demand, as hereinafter defined. 
Both the principal of and the interest on this bond shall be payable at
the office or agency of the Company in Chicago, Illinois, in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts.


 


The provisions of this bond are continued on the
reverse 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 become obligatory
for any purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the Indenture of the
Trustee’s Certificate endorsed hereon.


 


IN WITNESS WHEREOF, Kentucky Utilities Company has
caused this bond to be executed in its name by the manual or facsimile
signature of its President or one of its Vice-Presidents, and its corporate
seal or a facsimile thereof to be hereto affixed or imprinted hereon and
attested by the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.


 


Dated as of                        ,
2004


 


	
   

  	
  KENTUCKY
  UTILITIES COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Vice President

  



 


	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


(Form
of reverse side of bond of Series No. 17)


 


This bond is one of the bonds of the Company issued and
to be issued from time to time under and in accordance with and all secured by
the indenture of mortgage or deed of trust dated May 1, 1947, executed and
delivered by the Company to U.S. Bank National Association (formerly named
First Trust of Illinois, National Association, successor to Bank of America
Illinois, formerly Continental Bank, National Association and formerly
Continental Illinois National Bank and Trust Company of Chicago, and
hereinafter referred to as the “Trustee”) and Edmond B. Stofft, as Trustees,
and the indentures supplemental thereto heretofore executed and delivered by
the Company to the Trustees under said indenture of mortgage, including the
indenture supplemental thereto dated October 1, 2004, executed and delivered by
the Company to said U.S. Bank National Association and Richard Prokosch
(successor Co-Trustee), as Trustees (collectively the “Trustees”), prior to the
authentication of this bond (said indenture of mortgage and said supplemental
indentures being hereinafter referred to, collectively, as the “Indenture”).  Reference to the Indenture and to all
supplemental indentures, if any, hereafter executed pursuant to the Indenture
is hereby made for a description of the property mortgaged


 


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and pledged, the nature
and extent of the security and the rights of the holders and registered owners
of said bonds and of the Trustees and of the Company in respect of such
security.  By the terms of the Indenture,
the bonds to be secured thereby are issuable in series which may vary as to
date, amount, date of maturity, rate of interest, redemption provisions, medium
of payment and in other respects as in the Indenture provided.


 


This bond is one of a series of bonds of the Company
issued under the Indenture and designated as First Mortgage Bonds, Pollution
Control Series No. 17 (hereinafter called the “bonds of Series No. 17” or the “bonds
of said Series”).  The bonds of Series
No. 17 have been issued to the County Trustee under the County Indenture to
secure payment of the Environmental Facilities Revenue Bonds, 2004 Series A
(Kentucky Utilities Company Project) (the “Revenue Bonds”), issued by the
County under the County Indenture, the proceeds of which (other than any
accrued interest thereon) have been loaned to the Company pursuant to the
provisions of the Loan Agreement dated as of October 1, 2004 (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 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 full grace period, if
any, permitted by the County Indenture and the Revenue Bonds) on the 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
Series No. 17  shall be redeemable in whole upon receipt by the
Trustee of a written demand (hereinafter called a “Redemption Demand”) from the
County Trustee stating that there has been such a default, stating that it is
acting pursuant to the authorization granted by Section 9.02(c) of the County
Indenture, specifying the last date to which interest on the Revenue Bonds has
been paid (such date being hereinafter referred to as the “Initial Interest
Accrual Date”) and demanding redemption of the bonds of Series No. 17.  The Trustee shall, within 10 days after
receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date on which it will
redeem the bonds of Series No. 17 so demanded to be redeemed (hereinafter
called the “Demand Redemption Date”). 
Notice of the date fixed as and for the Demand Redemption Date shall be
mailed by the Company to the Trustee at least 30 days prior to such Demand
Redemption Date.  The date to be fixed by
the Company as and for the Demand Redemption Date may be any date up to and
including the earlier of (i) the 120th day after receipt by the Trustee of the
Redemption Demand or (ii) October 1, 2034, provided that if the Trustee shall not
have received such notice fixing the Demand Redemption Date within 90 days
after receipt by it of the Redemption Demand, the Demand Redemption Date shall
be deemed to be the earlier of (i) the 120th day after receipt by the Trustee
of the Redemption Demand or (ii) October 1, 2034.  The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the “Demand Redemption
Notice”) to the County Trustee not more than 10 nor less than five days prior
to the Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on October 1, 2034, such date shall be deemed to be the
Demand Redemption Date without further action (including actions specified in
this paragraph) by the County Trustee, the Trustee or the Company.  The bonds of Series No. 17 shall be redeemed
by the Company on the Demand 


 


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Redemption Date, upon
surrender thereof by the County Trustee to the Trustee, at a redemption price
equal to the principal amount thereof plus accrued interest thereon at the rate
or rates then applicable to the Revenue Bonds or determined under the
provisions of the County Indenture from the Initial Interest Accrual Date to
the Demand Redemption Date.  If a
Redemption Demand is rescinded by the County Trustee by written notice to the
Trustee prior to the Demand Redemption Date, no Demand Redemption Notice shall
be given, or, if already given, shall be automatically annulled, and interest on
the bonds of Series No. 17 shall cease to accrue, all interest accrued thereon
shall be automatically rescinded and cancelled and the Company shall not be
obligated to make any payments of principal of or interest on the bonds of said
Series; but no such rescission shall extend to or affect any subsequent default
or impair any right consequent thereon.


 


In the event that all of the bonds outstanding under
the Indenture shall have become immediately due and payable, whether by
declaration or otherwise, and such acceleration shall not have been annulled,
the bonds of Series No. 17 shall bear interest at the rate or rates applicable
to the Revenue Bonds from the Initial Interest Accrual Date, as specified in a
written notice to the Trustee from the County Trustee, and the principal of and
interest on the bonds of said Series from the Initial Interest Accrual Date
shall be payable in accordance with the provisions of Article X of the
Indenture.


 


Upon payment of the principal of and premium, if any,
and interest on the Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise, and the surrender thereof to and cancellation thereof
by the County Trustee (other than any Revenue Bond that was cancelled by the
County Trustee and for which one or more other Revenue Bonds were delivered and
authenticated pursuant to the County Indenture in lieu of or in exchange or
substitution for such cancelled Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the County Indenture, bonds
of Series No. 17 in a principal amount equal to the principal amount of the
Revenue Bonds so surrendered and cancelled or for the provision for which
payment has been made shall be deemed fully paid and the obligations of the
Company thereunder shall be terminated, and such bonds of Series No. 17 shall
be surrendered by the County Trustee to the Trustee and shall be cancelled by
the Trustee.  From and after the Release
Date (as defined below), the bonds of Series No. 17 shall be deemed fully paid,
satisfied and discharged and the obligations of the Company hereunder and
thereunder shall be terminated.   The
Release Date shall be the date that the Bond Insurer (as such term is defined
in the County Indenture), at the request of the Company, consents to the
release of the bonds of this Series, as security for the Revenue Bonds,
provided that in no event shall that date be later than the date as of which
all bonds issued under the Indenture prior to the date of initial issuance of
this bond (and excluding bonds of Series Nos. 11, 12, 13, 14, 15, 16 and
17) have been retired through payment, redemption or otherwise (including those
bonds “deemed to be paid” 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.
17 shall be surrendered by the County Trustee to the Trustee whereupon the
bonds of Series No. 17 so surrendered shall be cancelled by the Trustee.


 


No recourse shall be had for the payment of the
principal of or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture or any indenture


 


5





















 


supplemental thereto, to
or against any incorporator, stockholder, officer or director, past, present or
future, of the Company, or of any predecessor or successor corporation, either
directly or through the Company or such predecessor or successor corporation,
under any constitution or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers being waived and released by the
registered owner hereof by the acceptance of this bond and being likewise waived
and released by the terms of the Indenture.


 


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


 


AND WHEREAS, there is to be endorsed on each of the
bonds of Series No. 17 (whether in temporary or definitive form) a certificate
of the Trustee substantially in the following form, to-wit:


 


Trustee’s
Certificate


 


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


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


 


NOW, THEREFORE, in consideration of the premises and
of the sum of One Dollar ($1.00) duly paid by the Trustee to the Company, and
of other good and valuable considerations, the receipt whereof is hereby acknowledged,
and for the purpose of further assuring to the Trustees under the Indenture
their title to, or lien upon, the property hereinafter described, under and
pursuant to the terms of the Indenture and for the purpose of further securing
the due and punctual payment of the principal of and interest and the premium,
if any, on all bonds which have been heretofore or shall be hereafter issued
under the Indenture and indentures supplemental thereto and which shall be at
any time outstanding thereunder and secured thereby, and for the purpose of
securing the faithful performance and observance of all the covenants and
conditions set forth in the Indenture and/or in any indenture supplemental
thereto, the Company has given, granted, bargained, sold, transferred,
assigned, pledged, mortgaged, warranted the title to and conveyed, and by these
presents does give, grant, bargain, sell, transfer, assign, pledge, mortgage,
warrant the title to and convey unto U.S. BANK NATIONAL ASSOCIATION AND RICHARD
PROKOSCH, as Trustees under the Indenture as therein provided, and the
successors


 


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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, of every kind and description, real and
personal (1) which have been acquired by the Company through construction,
purchase, consolidation or merger, or otherwise, and which at the date hereof
are owned by the Company, and (2) which shall 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 reserved and excluded from the lien and effect of the
Indenture and of this supplemental indenture, 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 Trustees under the Indenture, and (b) all accounts and
bills receivable, judgments (other than for the recovery of real property or
establishing a lien or charge thereon or right therein) and choses in action
not specifically assigned to and pledged with the Trustee or Trustees under the
Indenture, and (c) all lamps and supplies, machinery, appliances, goods, wares,
merchandise, commodities, equipment, apparatus, materials and/or supplies
acquired or held by the Company for sale, lease, rental or consumption in the
ordinary course of business, and (d) the last day of each of the demised terms
created by any lease of property leased to the Company and under each and every
renewal of any such lease, the last day of each and every such demised term
being hereby expressly reserved to and by the Company, and (e) all gas, oil,
ore, copper and other minerals now or hereafter existing upon, within or under
any real estate of the Company subject to, or hereby subjected to, the lien of
the Indenture.


 


TO HAVE AND TO HOLD all said property, right and
interests hereinabove described or referred to and conveyed, assigned, pledged
or 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 the
Indenture, as hereby modified and amended, and unto their successor or
successors in trust forever, BUT IN TRUST NEVERTHELESS, upon the 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 purposes
aforesaid, and in order to provide, pursuant to the terms of the Indenture, for
the issuance under the Indenture, as hereby modified and amended, of bonds of
Series No. 17 and to fix the terms, provisions and characteristics of the bonds
of said Series, and to modify and amend the Indenture in the particulars and to
the extent hereinafter in this supplemental indenture specifically provided,
the Company hereby covenants and agrees with the Trustees as follows:


 


ARTICLE I.


 


Section 1.  A
series of bonds issuable under the Indenture, as hereby modified and amended,
and to be known and designated as “First Mortgage Bonds, Pollution Control
Series No. 17 ‘‘ (hereinafter sometimes referred to as the “bonds of Series No.
17” or 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 created and
authorized.  The bonds of said Series
shall be payable as provided in Section 3 of


 


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this Article and shall be substantially in the form thereof
hereinbefore recited.  Each bond of said
Series shall be issued to and registered in the name of the County Trustee and
shall be nontransferable except as required to effect any transfer of bonds of
said Series to any successor trustee under the County Indenture.  Each bond of said Series shall be dated as of
the date of issuance of the Revenue Bonds.


 


Section 2.  The bonds of Series No. 17 shall bear
interest, and the principal thereof and interest thereon shall be payable, only
to the extent and in the manner provided in Section 3 of this Article.  The bonds of said Series shall mature on October
1, 2034.  The bonds of said Series shall
be payable, both as to principal and interest, at the office or agency of the
Company in Chicago, Illinois in any coin or currency of the United States of
America which at 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 the
extent and in the manner provided in Section 4 of this Article.


 


Section 3.  (a)  Except as provided in
paragraph (b) of this Section 3, in the event of a default under Section 9.1 of
the Agreement 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 interest
continues for the full grace period, if any, permitted by the County Indenture
and the Revenue Bonds) on the 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 Series No. 17 shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter in this Article
called a “Redemption Demand”) from the County Trustee stating that there has
been such a default, stating that it is acting pursuant to the authorization
granted by Section 9.02(c) of the County Indenture, specifying the last date to
which interest on the Revenue Bonds has been paid (such date being hereinafter
referred to in this Article as the “Initial Interest Accrual Date”) and
demanding redemption of the bonds of Series No. 17.  The Trustee shall, within 10 days after
receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date on which it will
redeem the bonds of Series No. 17 so demanded to be redeemed (hereinafter in
this Article called the “Demand Redemption Date”).  Notice of the date fixed as and for the
Demand Redemption Date shall be mailed by the Company to the Trustee at least
30 days prior to such Demand Redemption Date. 
The date to be fixed by the Company as and for the Demand Redemption
Date may be any date up to and including the earlier of (i) the 120th day after
receipt by the Trustee of the Redemption Demand or (ii) October 1, 2034,
provided that if the Trustee shall not have received such notice fixing the
Demand Redemption Date within 90 days after receipt by it of the Redemption
Demand, the Demand Redemption Date shall be deemed to be the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) October
1, 2034.  The Trustee shall mail notice
of the Demand Redemption Date (such notice being hereinafter in this Article called
the “Demand Redemption Notice”) to the County Trustee not more than 10 nor less
than five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on October 1, 2034, such date
shall be deemed to be the Demand Redemption Date without further action
(including actions specified in this paragraph) by the


 


8





















 


County Trustee, the Trustee or the Company.  The bonds of Series No. 17 shall be redeemed
by the Company on the Demand Redemption Date, upon surrender thereof by the
County Trustee to the Trustee, at a redemption price equal to the principal
amount thereof, plus accrued interest thereon at the rate or rates then
applicable to the Revenue Bonds or determined under the provisions of the
County Indenture from the Initial Interest Accrual Date to the Demand
Redemption Date.  If a Redemption Demand
is rescinded by the County Trustee by written notice to the Trustee prior to
the Demand Redemption Date, no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled, and interest on the bonds of
Series No. 17 shall cease to accrue, all interest accrued thereon shall be
automatically rescinded and cancelled and the Company shall not be obligated to
make any payments of principal of or interest on the bonds of this Series; but
no such rescission shall extend to or affect any subsequent default or impair
any right consequent thereon.


 


(b)           In
the event that all of the bonds outstanding under the Indenture shall have
become immediately due and payable, whether by declaration or otherwise, and
such acceleration shall not have been annulled, the bonds of Series No. 17
shall bear interest at the rate or rates applicable to the Revenue Bonds from the
Initial Interest Accrual Date, as specified in a written notice to the Trustee
from the County Trustee, and the principal of and interest on the bonds of said
Series from the Initial Interest Accrual Date shall be payable in accordance
with the provisions of Article X of the Indenture.


 


(c)           Anything
herein contained to the contrary notwithstanding, the Trustee is not authorized
to take any action pursuant to a Redemption Demand or a rescission thereof or a
written notice required by paragraph (b) of this Section 3, and such Redemption
Demand, rescission or notice shall be of no force or effect, unless it is
executed 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 on the Revenue Bonds, whether at maturity or prior to
maturity by redemption or otherwise, and the surrender thereof to and
cancellation thereof by the County Trustee, or upon provision for the payment
thereof having been made in accordance with Article VIII of the County
Indenture, bonds of Series No. 17 in a principal amount equal to the principal
amount of the Revenue Bonds so surrendered and cancelled shall be surrendered
by the County Trustee to the Trustee, whereupon the bonds of said Series so surrendered
shall be deemed fully paid and the obligations of the Company thereunder shall
be terminated, and such bonds of said Series shall be cancelled and destroyed
by the Trustee by shredding, compacting or other suitable means and a
certificate of such cancellation and destruction shall be delivered to the
Company.  From and after the Release Date
(as defined below), the bonds of Series No. 17 shall be deemed fully paid,
satisfied and discharged and the obligations of the Company hereunder and
thereunder shall be terminated.  The
Release Date shall be the date that the Bond Insurer (as such term is defined
in the County Indenture), at the request of the Company, consents to the
release of the bonds of this Series, as security for the Revenue Bonds, provided
that in no event shall that date be later than the date as of which all bonds issued under the Indenture prior to the
date of initial issuance of the bonds of said Series (and excluding bonds of
said Series and First Mortgage Bonds, Pollution Control Series Nos. 11, 12, 13,
14, 15 and 16) have been retired through payment, redemption or
otherwise (including those Bonds “deemed to be paid” 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


 


9





















 


bonds of said Series shall be surrendered by the County Trustee to the
Trustee whereupon the bonds of Series No. 17 so surrendered shall be cancelled
by the Trustee.


 


ARTICLE II.


 


Section 1.  The bonds of Series No. 17 shall be executed
on behalf of the Company and sealed with the corporate seal of the Company, all
in the manner provided in or permitted by Section 6 of Article I of the
Indenture, as follows:


 


(a)           bonds of said Series executed on
behalf of the Company by its President or a Vice-President and by its Secretary
or an Assistant Secretary may be so executed by the manual or facsimile
signature of such President or Vice-President and of such Secretary or
Assistant Secretary, as the case may be, of the Company, or of any person or
persons who shall have been such officer or officers, as the case may be, of
the Company on or subsequent to the date of this supplemental indenture,
notwithstanding that he or they may have ceased to be such officer or officers
of the Company at the time of the actual execution, authentication, issue or
delivery of any of such bonds, and any such manual or facsimile signature or
signatures of such officer or officers of the Company, as above provided, on
any such bonds shall constitute execution of such bonds on behalf of the
Company by such officer or officers of the Company for the purposes of the
Indenture, as hereby modified and amended, and shall be valid and effective for
all purposes, provided that all bonds of said
Series shall always be executed on behalf of the Company by the manual or
facsimile signature of its President or a Vice-President and of its Secretary
or an Assistant Secretary, as above provided, and
provided, further, that none of such bonds shall be executed on
behalf of the Company by the manual or facsimile signature of the same officer
or person acting in more than one capacity; and


 


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


 


ARTICLE III.


 


Section 10 of Article III of the Indenture is hereby
further amended to provide that the Company agrees to observe and comply with
the provisions of said section as so amended hereby so long as the bonds of
Series No. 17 are outstanding.  The bonds
outstanding on the date hereof to which said Section 10 applies are Series P,
Nos. 9, 10 and 11, Series R, Series S, and Nos. 12, 13, 14, 15 and 16.


 


No covenant to provide a maintenance and renewal fund
is made in respect of the bonds of Series No. 17.  The absence of such a covenant shall not,
however, limit the right of the Company to use, apply or certify bonds of
Series No. 17 to comply with, or to satisfy its obligations under, any
provision of the Indenture (including, without limitation, the provisions of
Section 1 of Article VII of the Indenture).


 


10





















 


The bonds of Series No. 17 are intended to be used as
collateral for and to secure payment of the Revenue Bonds, as hereinabove
provided, and, accordingly, the bonds of Series No. 17 shall be dated as of the
date of issuance of the Revenue Bonds and shall bear interest from the Initial
Interest Accrual Date, as hereinabove provided, notwithstanding anything to the
contrary contained in the Indenture with respect to the dating of bonds and the
date from which interest on bonds shall accrue.


 


ARTICLE IV.


 


Section 1.  Capitalized terms used in this Article IV and
not otherwise defined in this Indenture shall have the meanings set forth in
the County Indenture.


 


Section 2.  Subsequent to the issuance of the Revenue
Bonds, the Company shall not be required to establish compliance with the net
earnings requirements of Section 5 of Article II of the Indenture in connection
with any Conversion of Interest Rate Mode on the Revenue Bonds or any change in
length of Long Term Rate Period.  So long
as the Revenue Bonds operate in any Interest Rate Mode other than the Long Term
Rate where the Long Term Rate Period ends on the day prior to the final
maturity of the Revenue Bonds, the Company shall include, for purposes of any
required calculation of such net earnings requirement (as such requirement
shall then be in effect), interest on the bonds of said Series at an annual
rate of 14%.  If at any time the interest
rate on the Revenue Bonds is a Long Term Rate where the Long Term Rate Period
ends on the day prior to the final maturity of the Revenue Bonds, the Company
may include, for purposes of any calculation of such net earnings requirement,
interest on the bonds of said Series at the Long Term Rate then borne by the
Revenue Bonds.


 


ARTICLE V.


 


Section 1.  The provisions of this supplemental indenture
shall be effective from and after the execution hereof; and the Indenture, as hereby
modified and amended, shall remain in full force and effect.


 


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


 


Section 3.  Each reference in the Indenture, or in this
supplemental indenture, to any article, section, term or provision of the
Indenture shall mean and be deemed 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.  All the covenants, provisions, stipulations
and agreements in this supplemental indenture contained are and shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns, and of the holders and registered owners from time to time of the
bonds and of the coupons issued and outstanding from time to time under and
secured by the Indenture, as hereby modified and amended.


 


11





















 


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


 


At the time of the execution of this supplemental
indenture, the aggregate principal amount of all indebtedness outstanding, or
to be outstanding, under and secured by the Indenture, as hereby modified and
amended, is $435,030,000, consisting of and represented by First Mortgage
Bonds, Pollution Control Series P, Series No. 9 and No. 10, Series R, Series S
and Series No. 11, No. 12, No. 13, No. 14, No. 15, No. 16 and No. 17 of the
Company, as follows:


 


	
  Series

  	
   

  	
  Interest

  Rate

  	
   

  	
  Maturity Date

  	
   

  	
  Principal

  Amount

  	
   

  
	
  P

  	
   

  	
  7.92

  	
   

  	
  May 15, 2007

  	
   

  	
  $

  	
  53,000,000

  	
   

  
	
  No. 9

  	
   

  	
  5 3⁄4

  	
   

  	
  December 1, 2023

  	
   

  	
  50,000,000

  	
  (a)

  
	
  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

  	
   

  
	
  No. 13

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  2,400,000

  	
   

  
	
  No. 14

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  2,400,000

  	
   

  
	
  No. 15

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  7,400,000

  	
   

  
	
  No. 16

  	
   

  	
  Variable

  	
   

  	
  October 1, 2032

  	
   

  	
  96,000,000

  	
   

  
	
  No. 17

  	
   

  	
  Variable

  	
   

  	
  October 1, 2034

  	
   

  	
  50,000,000

  	
  (b)

  
									



 










(a)          To be paid and discharged
not more than 90 days after issuance of Pollution Control Series No. 17


 


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


 


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


 


12





















 


All of said bonds of Series No. 9, and Series No. 10
were heretofore issued and delivered by the Company to, and upon the issuance
thereof were held by, Bank One, Kentucky, N.A., 201 East Main Street,
Lexington, Fayette County, Kentucky 40507, as trustee.


 


All of said bonds of Series No. 11 were heretofore
issued and delivered by the Company to, and upon the issuance thereof were held
by, The Bank of New York, 101 Barclay Street, 21st Floor, New
York, New York 10286, as trustee.


 


All of said bonds of Series Nos. 12, 13, 14, 15 and
16, respectively, were heretofore issued and delivered by the Company to, and
upon the issuance thereof were held by, Deutsche Bank Trust Company Americas,
Corporate Trust & Agency Services, c/o DB Services New Jersey, Inc., 100
Plaza One, 6th Floor, Jersey City, New Jersey 07310, as trustee.


 


The Fifty Million Dollars ($50,000,000) in principal
amount of bonds of Series No. 17 proposed to be issued by the Company under the
Indenture as hereby modified and amended, are to be issued and delivered by the
Company to, and upon the issuance thereof held by, Wachovia Bank of Delaware,
National Association, 9300 Shelbyville Road, Suite 507, Louisville, Kentucky
40222, as County Trustee.


 


13





















 


IN WITNESS WHEREOF, said Kentucky Utilities Company
has caused this instrument to be executed in its corporate name by its President,
Vice-President or its Treasurer and its corporate seal to be hereunto affixed
and to be attested and countersigned by its Executive Vice President, General
Counsel and Corporate Secretary, and said U.S. Bank National Association, for
the purpose of entering into and joining with the Company in the execution of
this supplemental indenture, has caused this instrument to be executed in its
corporate name by one of its Vice Presidents and to be attested by one of its
Assistant Vice Presidents, and said Richard Prokosch for the purpose of
entering into and joining with the Company in the execution of this
supplemental indenture, has signed this instrument; all as of the day and year
first above written.


 


	
   

  	
  KENTUCKY
  UTILITIES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel K. Arbough

  	
   

  
	
   

  	
   

  	
  Daniel
  K. Arbough

  	
   

  
	
   

  	
   

  	
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/
  John R. McCall

  	
   

  	
   

  
	
   

  	
  John
  R. McCall

  	
   

  	
   

  
	
   

  	
  Executive
  Vice President,

  General Counsel and

  Corporate Secretary

  	
   

  	
   

  
	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Prokosch

  	
   

  
	
   

  	
   

  	
  Richard Prokosch

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ Lori-Anne
  Rosenberg

  	
   

  	
   

  
	
   

  	
  Lori-Anne
  Rosenberg

  	
   

  	
   

  
	
   

  	
  Assistant
  Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Prokosch

  	
   

  
	
   

  	
   

  	
  RICHARD PROKOSCH

  	
   

  



 





















 


	
  COMMONWEALTH OF KENTUCKY

  	
  )

  	
  SS:

  
	
   

  	
  )

  
	
  COUNTY OF JEFFERSON

  	
  )

  



 


 


I, Patricia W. Sena, a Notary Public in and for said
County 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 Corporate
Secretary of said corporation, who are both personally known to me to be the
same persons whose names are subscribed to the foregoing instrument as such
officers of said corporation, and who are both personally known to me to be
such officers, appeared before me this day in person and severally acknowledged
before me that they signed, sealed and delivered said instrument as their free
and voluntary act as such officers, and as the free and voluntary act and deed
of said corporation, for the uses and purposes therein set forth; and said
Daniel K. Arbough, upon oath, acknowledged himself to be Treasurer of said
corporation and that, as such officer, being authorized so to do, he executed
said instrument for the purposes therein contained, by signing the name of said
corporation thereto by himself as such officer.


 


Given under my hand and official seal this 20th
day of October, 2004.


 


 


	
   

  	
  /s/
  Patricia W. Sena

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My
  commission expires: 

  	
  12-27-07

  	
   

  
	
   

  	
   

  
	
  (NOTARIAL SEAL)

  	
   

  



 





















 


	
  STATE OF MINNESOTA

  	
  )

  	
  SS:

  
	
   

  	
  )

  
	
  COUNTY OF RAMSEY

  	
  )

  



 


 


I, Mary R. McCarthy, a Notary Public in and for said
County in the State aforesaid, do hereby certify that:


 


(a)           Richard
Prokosch, a Vice President of U.S. Bank National Association, a national banking
association, and Lori-Anne Rosenberg, an Assistant Vice President of said
corporation, who are both personally known to me to be the same persons whose
names are subscribed to the foregoing instrument as such Vice President and
Assistant Vice President of said corporation, and who are both personally known
to me to be such officers, appeared before me this day in person and severally
acknowledged before me that they signed and delivered said instrument as their
free and voluntary act as such officers, and as the free and voluntary act and
deed of said corporation, for the uses and purposes therein set forth; and said
Vice President upon oath, acknowledged himself to be a Vice President of said
corporation and that, as such officer, being authorized so to do, he executed
said instrument for the purposes therein contained, by signing the name of said
corporation thereto by himself as such officer; and


 


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


 


Given under my hand and official seal this 6th day of
October, 2004.


 


 


	
   

  	
  /s/
  Mary R. McCarthy

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My
  commission expires:

  	
  1-31-2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (NOTARIAL SEAL)

  
	
   

  	
   

  
	
   

  	
   

  
	
  This
  instrument prepared by:

  	
   

  
	
   

  	
   

  
	
  /s/
  James Dimas

  	
   

  	
   

  
	
  James
  Dimas, Esq.

  	
   

  
	
  220
  West Main Street

  	
   

  
	
  Louisville,
  Kentucky 40202