Form of Supplemental Indenture



 Exhibit 4.26 

 
  

 
 LOUISVILLE GAS AND ELECTRIC
COMPANY 
 TO 
 THE BANK OF NEW YORK MELLON, 
 Trustee 

 
  

Supplemental Indenture No.      
 dated as of                      

 
  

Supplemental to the Indenture 
 dated as of October 1, 2010 
  

 
 Establishing

 First Mortgage Bonds,     % Series due
             
  

 
  







 SUPPLEMENTAL INDENTURE NO.      

SUPPLEMENTAL INDENTURE No.    , dated as of the      day of
            ,         , 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, 4th 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.      being
supplemental thereto. The Original Indenture, as heretofore supplemented, and this Supplemental Indenture No.      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 by the Company 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 Indenture No.
     for the purpose of creating the series of Securities set forth in Exhibit A hereto.] 
 Pursuant to
Article Three of the Original Indenture, the Company wishes to establish a series of Securities, such series of Securities to be hereinafter sometimes called “Securities of Series No.      .” 

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.      . The Company has duly authorized the execution and delivery of this Supplemental Indenture No.      to establish the designation and certain terms the Securities of Series
No.      and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No.      a valid agreement of the Company, and to make the Securities of Series No.
     valid obligations of the Company, have been performed. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
NO.      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 real property specifically referred to in Exhibit B attached hereto and incorporated herein by reference and all right, title and interest of the Company in and to all
property personal and mixed located thereon (other than Excepted Property), 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.      

  
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	SECTION 101.    	Creation of Series No.     . 

 There is hereby created a series of Securities designated “First Mortgage Bonds,      % Series due              ,”
and the Securities of such series shall: 
 (a) be issued initially in the aggregate principal amount of $
         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
                     ; 
 (c) have a Stated Maturity of              , 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. 
 ARTICLE TWO 

COVENANTS 
  

	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.      , 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, 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 

  
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 (b) an Opinion of Counsel to the effect that the Holders 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 
 MISCELLANEOUS PROVISIONS 

 

	SECTION 301.    	Single Instrument. 

 This
Supplemental Indenture No.      is a supplement to the Original Indenture as heretofore supplemented. As supplemented by this Supplemental Indenture No.      , 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.      shall together constitute the Indenture. 

 

	SECTION 302.    	Effect of Headings. 

 The
Article and Section headings in this Supplemental Indenture No.      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. 

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

			
	LOUISVILLE GAS AND ELECTRIC COMPANY
		
	By:	 	  

		 	Name:
		 	Title:


 ATTEST: 
  

	
	  
 Name:

	Title:


  
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	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



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

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

			
		 	  



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

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

			
	 By:
	 	  



 The Bank of New York Mellon hereby certifies that its precise name and address as Trustee hereunder
are: 
 The Bank of New York Mellon 
 Global Structured Finance 
 101 Barclay Street, 4th Floor 

New York, New York 10286 
 Attn: Global Americas 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
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 CERTIFICATE OF PREPARER 

The foregoing instrument was prepared by: 
  

 

  
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 EXHIBIT A 
 LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 BONDS ISSUED
AND OUTSTANDING 
 under the Indenture, dated as of October 1, 2010 

 
  

 

													
	 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	  	First Mortgage Bonds, 1.625% Series due 2015	  	November 16, 2010	  	$250,000,000	  	$250,000,000
							
	 2
	  	November 1, 2010	  	3	  	First Mortgage Bonds, 5.125% Series due 2040	  	November 16, 2010	  	$285,000,000	  	$285,000,000

  

	1 	 As of March 1, 2012. 



  
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 EXHIBIT B 
 LOUISVILLE GAS AND ELECTRIC COMPANY 
  

 
 [REAL
PROPERTY] 
  
  

[Add Schedule of additional real property owned in fee located in the Commonwealth of Kentucky] 

  
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