EXHIBIT 4.39


 


SUPPLEMENTAL INDENTURE


 


FROM


 


LOUISVILLE GAS AND ELECTRIC COMPANY


 


TO


 


HARRIS TRUST AND SAVINGS BANK


TRUSTEE


 












 


DATED MARCH 1, 2002


 












 


SUPPLEMENTAL TO TRUST INDENTURE


 


DATED NOVEMBER 1, 1949


 

















 


Table of Contents


 


	
  Parties

  	
   

  
	
  Recitals

  	
   

  
	
  Form of
  Bonds of Pollution Control Series BB

  
	
  Form of Bonds of Pollution Control
  Series CC

  
	
  Further Recitals

  
	
   

  	
   

  
	
  ARTICLE I.

  
	
  SPECIFIC
  SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.

  
	
   

  	
   

  
	
  Section 1.01-

  	
  Grant of certain property, including all
  personal property to comply with Uniform Commercial Code of the State of
  Kentucky, subject to permissible encumbrances and other exceptions contained
  in Original Indenture

  
	
   

  	
   

  
	
  ARTICLE II.

  
	
  PROVISIONS
  OF BONDS OF POLLUTION CONTROL SERIES BB AND CC.

  
	
   

  	
   

  
	
  Section 2.01-

  	
  Terms of Bonds of Pollution Control Series
  BB

  
	
  Section 2.02-

  	
  Payment of principal and interest-Bonds
  of Pollution Control Series BB

  
	
  Section 2.03-

  	
  Bonds of Pollution Control Series BB
  deemed fully paid upon payment of corresponding Jefferson County Bonds

  
	
  Section 2.04-

  	
  Terms of Bonds of Pollution Control
  Series CC

  
	
  Section 2.05-

  	
  Payment of principal and interest-Bonds
  of Pollution Control Series CC

  
	
  Section 2.06-

  	
  Bonds of Pollution Control Series CC
  deemed fully paid upon payment of corresponding Trimble County Bonds

  
	
  Section 2.07-

  	
  Interchangeability of bonds

  
	
  Section 2.08-

  	
  Charges upon exchange or transfer of
  bonds

  
	
   

  	
   

  
	
  ARTICLE III.

  
	
  MISCELLANEOUS.

  
	
   

  	
   

  
	
  Section 3.01-

  	
  Recitals of fact, except as stated, are
  statements of the Company

  
	
  Section 3.02 -

  	
  Supplemental Indenture to be construed as
  a part of the Original Indenture

  
	
  Section 3.03-

  	
  (a) 
  Trust Indenture Act to control

  
	
   

  	
  (b)  Severability of provisions contained in
  Supplemental Indenture and bonds

  
	
  Section 3.04-

  	
  Word “Indenture” as used herein includes
  in its meaning the Original Indenture and all indentures supplemental thereto

  
	
  Section 3.05-

  	
  References to either party in
  Supplemental Indenture include successors or assigns

  
	
  Section 3.06-

  	
  (a) 
  Provision for execution in counterparts

  
	
   

  	
  (b)
  Table of contents and descriptive headings of Articles not to affect meaning

  
	
   

  	
   

  
	
  Schedule
  A

  	
   

  
			



 


i

















 


Supplemental Indenture, made as of the 1st
day of March, 2002, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a
corporation duly organized and existing under and by virtue of the laws of the
Commonwealth of Kentucky, having its principal office in the City of
Louisville, County of Jefferson, in said Commonwealth of Kentucky (the
“Company”), the party of the first part, and Harris
Trust And Savings Bank, a corporation duly organized and existing under
and by virtue of the laws of the State of Illinois, having its principal office
at Two North LaSalle Street, City of Chicago, County of Cook, State of Illinois
60602, as Trustee (the “Trustee”), party of the second part;


 


WITNESSETH:


 


WHEREAS, the Company has heretofore executed and
delivered its Trust Indenture (the “Original Indenture”), made as of November
1, 1949, whereby the Company granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed
unto the Trustee under said Indenture and to its respective successors in
trust, all property, real, personal and mixed then owned or thereafter acquired
or to be acquired by the Company (except as therein excepted from the lien
thereof) and subject to the rights reserved by the Company in and by the
provisions of the Original Indenture, to be held by said Trustee in trust in
accordance with the provisions of the Original Indenture for the equal pro rata
benefit and security of all and each of the bonds issued and to be issued
thereunder in accordance with the provisions thereof, and


 


WHEREAS, Section 2.01 of the Original Indenture
provides that bonds may be issued thereunder in one or more series, each series
to have such distinctive designation as the Board of Directors of the Company
may select for such series; and


 


WHEREAS, the Company has heretofore issued in
accordance with the provisions of the Original Indenture, bonds of a series
designated “First Mortgage Bonds, Series due November 1, 1979,” bearing
interest at the rate of 2 3/4% per annum; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 1, 1952, bonds of a series designated
“First Mortgage Bonds, Series due February 1, 1982,” bearing interest at the
rate of 3 1/8% per annum; and


 


WHEREAS, the Company has heretofore issued in
accordance with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 1, 1954, bonds of a series designated
“First Mortgage Bonds, Series due February 1, 1984,” bearing interest at the
rate of 3 1/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1957, bonds of a series designated “First Mortgage Bonds, Series
due September 1, 1987,” bearing interest at the rate of 4 7/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated October
1, 1960, bonds


 

















 


of a series designated “First Mortgage Bonds, Series due October 1,
1990,” bearing interest at the rate of 4 7/8% per annum; and


 


WHEREAS, the Company has heretofore issued in
accordance with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated June 1, 1966, bonds of a series designated “First
Mortgage Bonds, Series due June 1, 1996,” bearing interest at the rate of 5
5/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1968, bonds of a series designated “First Mortgage Bonds, Series due June 1,
1998,” bearing interest at the rate of 6 3/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1970, bonds of a series designated “First Mortgage Bonds, Series due July 1,
2000,” bearing interest at the rate of 9 1/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated August
1, 1971, bonds of a series designated “First Mortgage Bonds, Series due August
1, 2001,” bearing interest at the rate of 8 1/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1972, bonds of a series designated “First Mortgage Bonds, Series due July 1,
2002,” bearing interest at the rate of 7 1/2% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated February
1, 1975, bonds of a series designated “First Mortgage Bonds, Series due March
1, 2005,” bearing interest at the rate of 8 7/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1975, bonds of a series designated “First Mortgage Bonds,
Pollution Control Series A,” bearing interest as provided therein and maturing
September 1, 2000; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1976, bonds of a series designated “First Mortgage Bonds,
Pollution Control Series B,” bearing interest as provided therein and maturing
September 1, 2006; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated October
1, 1976, bonds


 


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of a series designated “First Mortgage Bonds, Series due November 1,
2006,” bearing interest at the rate of 8 1/2% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1978, bonds of a series designated “First Mortgage Bonds, Pollution Control
Series C,” bearing interest as provided therein and maturing June 1, 1998/2008;
and


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee a Supplemental Indenture dated February 15, 1979, setting forth duly adopted
modifications and alterations to the Original Indenture and all Supplemental
Indentures thereto; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 1979, bonds of a series designated
“First Mortgage Bonds, Series due October 1, 2009,” bearing interest at the
rate of 10 1/8% per annum; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1979, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series D,” bearing interest as
provided therein and maturing October 1, 2004/2009; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1981, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series E,” bearing interest as
provided therein and maturing September 15, 1984; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 1, 1982, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series F,” bearing interest as provided
therein and maturing March 1, 2012; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 15, 1982, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series G,” bearing interest as
provided therein and maturing March 1, 2012; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1982, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series H,” bearing interest as
provided therein and maturing September 15, 1992; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 15, 1984, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series I,” bearing interest


 


3

















 


as provided therein and maturing February 15,
2011; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated July 1, 1985, bonds of  a series designated “First Mortgage Bonds, Pollution Control
Series J,” bearing interest as provided therein and maturing July 1, 1995/2015;
and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 15, 1986, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series K,” bearing interest as
provided therein and maturing December 1, 2016; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 16, 1986, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series L,” bearing interest as
provided therein and maturing December 1, 2016; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 1, 1987, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series M,” bearing interest as
provided therein and maturing August 1, 1997; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 1, 1989, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series N,” bearing interest as
provided therein and maturing February 1, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 2 1989, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series O,” bearing interest as
provided therein and maturing February 1, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated June 15, 1990, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series P,” bearing interest as provided
therein and maturing June 15, 2015; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 1, 1990, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series Q” and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series R,” each series
bearing interest as provided therein and maturing November 1, 2020; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 1992,


 


4

















 


bonds of a series designated “First Mortgage
Bonds, Pollution Control Series S,” bearing interest as provided therein and
maturing September 1, 2017; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 2, 1992, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series T,” bearing interest as
provided therein and maturing September 1, 2017; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 15, 1993, bonds of a series designated “First Mortgage
Bonds, Series due August 15, 2003,” bearing interest at the rate of 6% per
annum; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 16, 1993, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series U,” bearing interest as
provided therein and maturing August 15, 2013 and bonds of a series designated
“First Mortgage Bonds, Pollution Control Series V,” bearing interest as
provided therein and maturing August 15, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated October 15, 1993, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series W,” bearing interest as
provided therein and maturing October 15, 2020, and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series X,” bearing interest
as provided therein and maturing April 15, 2023; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated May 1, 2000, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series Y,” bearing interest as provided
therein and maturing May 1, 2027; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 1, 2000, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series Z,” bearing interest as
provided therein and maturing August 1, 2030; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 2001, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series AA,” bearing interest as provided
therein and maturing September 1, 2027; and


 


WHEREAS, the County of Jefferson in the Commonwealth of
Kentucky (“Jefferson County”) has agreed to issue $22,500,000 principal amount
of its Pollution Control Revenue Bonds, 2001 Series A (Louisville Gas and Electric
Company Project) (the “Jefferson County


 


5

















 


Bonds”) pursuant to the provisions of the
Indenture of Trust, dated as of November 1, 2001 (the “Jefferson County
Indenture”), between and among Jefferson County and Bankers Trust Company, as
Trustee, Paying Agent and Bond Registrar (said Trustee or any successor trustee
under the Jefferson County Indenture being hereinafter referred to as the
“Jefferson County Trustee”); and


 


WHEREAS, the County of Trimble in the Commonwealth of
Kentucky (“Trimble County”) has agreed to issue $27,500,000 principal amount of
its Pollution Control Revenue Bonds, 2001 Series A (Louisville Gas and Electric
Company Project) (the “Trimble County Bonds”) pursuant to the provisions of the
Indenture of Trust, dated as of November 1, 2001 (the “Trimble County
Indenture”), between and among Trimble County and Bankers Trust Company, as
Trustee, Paying Agent and Bond Registrar (said Trustee or any successor trustee
under the Trimble County Indenture being hereinafter referred to as the
“Trimble County Trustee”); and


 


WHEREAS, the proceeds of the Jefferson County Bonds
(other than any accrued interest, if any, thereon) will be loaned by Jefferson
County to the Company pursuant to the provisions of a Loan Agreement, dated as
of November 1, 2001, between Jefferson County and the Company (the “Jefferson
County Agreement”), to pay and discharge $22,500,000 in outstanding
principal amount of “County of Jefferson, Kentucky, Pollution Control Revenue
Bonds, 1996 Series A (Louisville Gas and Electric Company Project),” dated
October 2, 1996 (the “1996 Jefferson Bonds”) on the date of issuance of
the Jefferson County Bonds.  The 1996
Jefferson Bonds were issued to refinance the cost of construction of certain air and water pollution control
and solid waste disposal facilities at the Mill Creek and Cane Run Generating
Stations of the Company, which facilities
are hereinafter sometimes referred to as the “Jefferson County Project,” which
Jefferson County Project is located in Jefferson County and which Jefferson
County Project is more fully described in Exhibit A to the Jefferson County
Agreement; and


 


WHEREAS, the proceeds of the Trimble County Bonds (other
than any accrued interest, if any, thereon) will be loaned by Trimble County to
the Company pursuant to the provisions of a Loan Agreement, dated as of
November 1, 2001, between Trimble County and the Company (the “Trimble County
Agreement”), to pay and discharge $27,500,000 in outstanding principal amount
of “County of Trimble, Kentucky, Pollution Control Revenue Bonds, 1996
Series A (Louisville Gas and Electric Company Project),” dated
October 2, 1996 (the “1996 Trimble Bonds”) on the date of issuance of the
Trimble County Bonds.  The 1996 Trimble
Bonds were issued to refinance the cost of
construction of certain air and water pollution control and solid waste
disposal facilities at the Trimble County Generating Station of the Company, which facilities are hereinafter
sometimes referred to as the “Trimble County Project,” which Trimble County
Project is located in Trimble County and which Trimble County Project is more
fully described in Exhibit A to the Trimble County Agreement; and


 


WHEREAS, payments by the Company under and pursuant to
the Jefferson County Agreement have been assigned by Jefferson County to the
Jefferson County Trustee in order to secure the payment of the Jefferson County
Bonds, and payments by the Company under and pursuant to the Trimble County
Agreement have been assigned by Trimble County to the


 


6

















 


Trimble County Trustee in order to secure the
payment of the Trimble County Bonds; and


 


WHEREAS, in order to further secure the payment of the
Jefferson County Bonds, the Company desires to provide for the issuance under
the Original Indenture to the Jefferson County Trustee of a new series of bonds
designated “First Mortgage Bonds, Pollution Control Series BB” (sometimes
called “Bonds of Pollution Control Series BB”), in a principal amount equal to
the principal amount of the Jefferson County Bonds, and with corresponding
terms and maturity, the Bonds of Pollution Control Series BB to be issued as
registered bonds without coupons in denominations of a multiple of $1,000; and
the Bonds of Pollution Control Series BB are to be substantially in the form
and tenor following, to-wit:


 


(Form of Bonds of Pollution
Control Series BB)


 


This Bond has not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in contravention of said Act and is not transferable except to a
successor Trustee under the Indenture of Trust dated as of November 1, 2001,
from the County of Jefferson, Kentucky, to Bankers Trust Company, as Trustee,
Paying Agent and Bond Registrar.


 


LOUISVILLE GAS AND ELECTRIC COMPANY


(Incorporated
under the laws of the Commonwealth of Kentucky)


First
Mortgage Bond


Pollution
Control Series BB


 


	
  No.

  	
   

  	
  $                

  



 


Louisville Gas and Electric
Company, a corporation organized and existing under and by virtue of the laws
of the Commonwealth of Kentucky (herein called the “Company”), for value
received, hereby promises to pay to Bankers Trust Company, as Trustee under the
Indenture of Trust (the “Jefferson County Indenture”) dated as of November 1,
2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or any
successor trustee under the Jefferson County Indenture (the “Jefferson County
Trustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois
(the “Trustee”) the sum of 
                  
Dollars in lawful money of the United States of America on the Series BB Demand
Redemption Date, as hereinafter defined, and to pay on the Series BB Demand
Redemption Date to the Jefferson County Trustee, interest hereon from the Series
BB Initial Interest Accrual Date, as hereinafter defined, to the Series BB
Demand Redemption Date at the same rate or rates per annum then and thereafter
from time to time borne by the Jefferson County Bonds, in like money, said
interest being payable at the office of the Trustee in Chicago, Illinois,
subject to the provisions hereinafter set forth in the event of a rescission of
a Series BB Redemption Demand, as hereinafter defined.


 


This bond is one of a duly
authorized issue of bonds of the Company, known as its First Mortgage Bonds,
unlimited in aggregate principal amount, which issue of bonds consists, or may
consist of several series of varying denominations, dates and tenors, all
issued and to be issued under and equally secured (except in so far as a
sinking fund, or similar fund, established in accordance with the provisions of
the Indenture may afford additional security for the bonds of


 


7

















 


any specific series) by a Trust Indenture dated
November 1, 1949 (the “Original Indenture”), and Supplemental Indentures
thereto dated February 1, 1952, February 1, 1954, September 1, 1957, October 1,
1960, June 1, 1966, June 1, 1968, June 1,1970, August 1, 1971, June 1, 1972,
February 1, 1975, September 1, 1975, September 1, 1976, October 1, 1976, June
1, 1978, February 15, 1979, September 1, 1979, September 15, 1979, September
15, 1981, March 1, 1982, March 15, 1982, September 15, 1982, February 15, 1984,
July 1, 1985, November 15, 1986, November 16, 1986, August 1, 1987, February 1,
1989, February 2, 1989, June 15, 1990, November 1, 1990, September 1, 1992,
September 2, 1992, August 15, 1993, August 16, 1993, October 15, 1993, May 1,
2000, August 1, 2000, September 1, 2001 and March 1, 2002 (all of which instruments
are herein collectively called the “Indenture”), executed by the Company to the
Trustee, to which Indenture reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds as to such security, and the terms and
conditions upon which the bonds may be issued under the Indenture and are
secured.  The principal hereof may be
declared or may become due on the conditions, in the manner and at the time set
forth in the Indenture, upon the happening of a completed default as in the
Indenture provided.  The Indenture
provides that such declaration may in certain events be waived by the holders
of a majority in principal amount of the bonds outstanding.


 


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 BB. 
The bonds of this Series have been issued to the Jefferson County
Trustee under the Jefferson County Indenture to secure payment of the Pollution
Control Revenue Bonds, 2001 Series A (Louisville Gas and Electric Company
Project) (the “Jefferson County Bonds”) issued by the County of Jefferson,
Kentucky (“Jefferson County”) under the Jefferson County Indenture, the proceeds
of which have been or are to be loaned to the Company pursuant to the
provisions of the Loan Agreement dated as of November 1, 2001 (the “Jefferson
County Agreement”) between the Company and Jefferson County.  The maturity of the obligation represented
by the bonds of this Series is September 1, 2026.  The date of maturity of the obligation represented by the bonds
of this Series is hereinafter referred to as the Series BB Final Maturity Date.  The bonds of this Series shall bear interest
from the Series BB Initial Interest Accrual Date, as hereinafter defined, at
the same rate or rates per annum then and thereafter from time to time borne by
the Jefferson County Bonds.


 


With the consent of the Company
and to the extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and/or of the holders of the bonds, and/or the terms
and provisions of the Indenture and/or of any instruments supplemental thereto
may be modified or altered by affirmative vote of the holders of at least
seventy percent in principal amount of the bonds then outstanding under the
Indenture and any instruments supplemental thereto (excluding bonds
disqualified from voting by reason of the interest of the Company or of certain
related persons therein as provided in the Indenture), and by the affirmative
vote of at least seventy percent in principal amount of the bonds of any series
entitled to vote then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting as aforesaid)
and affected by such modification or alteration, in case one or more but less
than all of the series of bonds then outstanding are so affected; provided that
no


 


8

















 


such modification or alteration shall permit the
extension of the maturity of the principal of this bond or the reduction in the
rate of interest, if any, hereon or any other modification in the terms of
payment of such principal or interest, if any, or the taking of certain other
action as more fully set forth in the Indenture, without the consent of the
holder hereof.


 


Except as provided in the next
succeeding paragraph, in the event of a default under Section 9.1 of the
Jefferson County 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
Jefferson County Indenture and the Jefferson County Bonds) on the Jefferson
County 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 this Series shall be redeemable in whole upon receipt by the Trustee
of a written demand (hereinafter called a “Series BB Redemption Demand”) from
the Jefferson 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 Jefferson County Indenture, specifying the last date to which
interest on the Jefferson County Bonds has been paid (such date being
hereinafter referred to as the “Series BB Initial Interest Accrual Date”) and
demanding redemption of the bonds of this Series.  The Trustee shall, within 10 days after receiving such Series BB
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 Series BB
Redemption Demand, the Company shall fix a date on which it will redeem the
bonds of this Series so demanded to be redeemed (hereinafter called the “Series
BB Demand Redemption Date”).  Notice of
the date fixed as and for the Series BB Demand Redemption Date shall be mailed
by the Company to the Trustee at least 30 days prior to such Series BB Demand
Redemption Date.  The date to be fixed
by the Company as and for the Series BB 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 Series BB Redemption Demand or (ii) the Series BB Final Maturity
Date, provided that if the Trustee shall not have received such notice fixing
the Series BB Demand Redemption Date within 90 days after receipt by it of the
Series BB Redemption Demand, the Series BB Demand Redemption Date shall be
deemed to be the earlier of (i) the 120th day after receipt by the Trustee of
the Series BB Redemption Demand or (ii) the Series BB Final Maturity Date.  The Trustee shall mail notice of the Series
BB Demand Redemption Date (such notice being hereinafter called the “Series BB
Demand Redemption Notice”) to the Jefferson County Trustee not more than 10 nor
less than five days prior to the Series BB Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on the Series BB Final
Maturity Date, such date shall be deemed to be the Series BB Demand Redemption
Date without further action (including actions specified in this paragraph) by
the Jefferson County Trustee, the Trustee or the Company.  The bonds of this Series shall be redeemed
by the Company on the Series BB Demand Redemption Date, upon surrender thereof
by the Jefferson County Trustee to the Trustee, at a redemption price equal to
the principal amount thereof, plus accrued interest thereon at the rate per
annum set forth in the third paragraph of this Bond, from the Series BB Initial
Interest Accrual Date to the Series BB Demand Redemption Date.  If a Series BB Redemption Demand is
rescinded by the Jefferson County Trustee by written notice to the Trustee
prior to the Series BB Demand Redemption


 


9

















 


Date, no Series BB Demand Redemption Notice shall
be given, or, if already given, shall be automatically annulled, and interest
on the bonds of this Series 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.


 


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 this Series shall bear interest at the rate
per annum set forth in the third paragraph of this bond, from the Series BB
Initial Interest Accrual Date, as specified in a written notice to the Trustee
from the Jefferson County Trustee, and the principal of and interest on the
bonds of this Series from the Series BB Initial Interest Accrual Date shall be
payable in accordance with the provisions of the Indenture.


 


Upon payment of the principal of
and premium, if any, and interest on the Jefferson County Bonds, whether at
maturity or prior to maturity by redemption or otherwise, and the surrender
thereof to and cancellation thereof by the Jefferson County Trustee (other than
any Jefferson County Bond that was cancelled by the Jefferson County Trustee
and for which one or more other Jefferson County Bonds were delivered and
authenticated pursuant to the Jefferson County Indenture in lieu of or in
exchange or substitution for such cancelled Jefferson County Bond), or upon
provision for the payment thereof having been made in accordance with the
Jefferson County Indenture, bonds of this Series in a principal amount equal to
the principal amount of the Jefferson County 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 this Series shall be surrendered by the Jefferson County Trustee to
the Trustee and shall be cancelled by the Trustee.  From and after the Release Date (as defined below), the bonds of
this Series 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 as of
which all bonds issued under the Indenture prior to the date of initial
issuance of this bond (and excluding bonds of this Series and First Mortgage
Bonds, Pollution Control Series Y, Z, AA and CC) have been retired through
payment, redemption or otherwise (including those bonds “deemed to be redeemed”
within the meaning of that term as used in Article X of the Original Indenture)
at, before or after the maturity thereof. 
On the Release Date, the bonds of this Series shall be surrendered by
the Jefferson County Trustee to the Trustee whereupon the bonds of said Series
so surrendered shall be cancelled by the Trustee.


 


No recourse shall be had for the
payment of principal of, or interest, if any, on this bond, or any part
thereof, or of any claim based hereon or in respect hereof or of the Indenture,
against any incorporator, or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation,
either directly or through the Company, or through any such predecessor or
successor corporation, or through any receiver or trustee in bankruptcy,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any


 


10

















 


assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released, as more fully provided in the
Indenture.


 


This bond shall not be valid or
become obligatory for any purpose unless and until the certificate of
authentication hereon shall have been signed by or on behalf of Harris Trust
and Savings Bank, as Trustee under the Indenture, or its successor thereunder.


 


IN
WITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has caused this instrument to be signed in its
name by its President or a Vice President or with the facsimile signature of
its President, and its corporate seal, or a facsimile thereof, to be hereto
affixed and attested by its Secretary or Assistant Secretary or with the
facsimile signature of its Secretary.


 


 


	
  Dated

  	
  LOUISVILLE
  GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  By

  	
   

  	
   

  	 

	
   

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


and


 


WHEREAS, in order to further secure the payment of the
Trimble County Bonds, the Company desires to provide for the issuance under the
Original Indenture to the Trimble County Trustee of a new series of bonds
designated “First Mortgage Bonds, Pollution Control Series CC” (sometimes
called “Bonds of Pollution Control Series CC”), in a principal amount equal to
the principal amount of the Trimble County Bonds, and with corresponding terms
and maturity, the Bonds of Pollution Control Series CC to be issued as
registered bonds without coupons in denominations of a multiple of $1,000; and
the Bonds of Pollution Control Series CC are to be substantially in the form
and tenor following, to-wit:


 


(Form of Bonds of Pollution Control Series CC)


 


This Bond has not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in contravention of said Act and is not transferable except to a
successor Trustee under the Indenture of Trust dated as of November 1, 2001,
from the County of Trimble,


 


11

















 


Kentucky, to Bankers Trust Company, as Trustee,
Paying Agent and Bond Registrar.


 


LOUISVILLE GAS AND ELECTRIC COMPANY


(Incorporated
under the laws of the Commonwealth of Kentucky)


First
Mortgage Bond


Pollution
Control Series CC


 


	
  No.

  	
   

  	
  $            

  



 


Louisville Gas and Electric
Company, a corporation organized and existing under and by virtue of the laws
of the Commonwealth of Kentucky (herein called the “Company”), for value
received, hereby promises to pay to Bankers Trust Company, as Trustee under the
Indenture of Trust (the “Trimble County Indenture”) dated as of November 1,
2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or any
successor trustee under the Trimble County Indenture (the “Trimble County
Trustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois
(the “Trustee”) the sum of         Dollars
in lawful money of the United States of America on the Series CC Demand
Redemption Date, as hereinafter defined, and to pay on the Series CC Demand
Redemption Date to the Trimble County Trustee, interest hereon from the Series
CC Initial Interest Accrual Date, as hereinafter defined, to the Series CC
Demand Redemption Date at the same rate or rates per annum then and thereafter
from time to time borne by the Trimble County Bonds, in like money, said
interest being payable at the office of the Trustee in Chicago, Illinois,
subject to the provisions hereinafter set forth in the event of a rescission of
a Series CC Redemption Demand, as hereinafter defined.


 


This bond is one of a duly
authorized issue of bonds of the Company, known as its First Mortgage Bonds,
unlimited in aggregate principal amount, which issue of bonds consists, or may
consist of several series of varying denominations, dates and tenors, all issued
and to be issued under and equally secured (except in so far as a sinking fund,
or similar fund, established in accordance with the provisions of the Indenture
may afford additional security for the bonds of any specific series) by a Trust
Indenture dated November 1, 1949 (the “Original Indenture”), and Supplemental
Indentures thereto dated February 1, 1952, February 1, 1954, September 1, 1957,
October 1, 1960, June 1, 1966, June 1, 1968, June 1,1970, August 1, 1971, June
1, 1972, February 1, 1975, September 1, 1975, September 1, 1976, October 1,
1976, June 1, 1978, February 15, 1979, September 1, 1979, September 15, 1979,
September 15, 1981, March 1, 1982, March 15, 1982, September 15, 1982, February
15, 1984, July 1, 1985, November 15, 1986, November 16, 1986, August 1, 1987,
February 1, 1989, February 2, 1989, June 15, 1990, November 1, 1990, September
1, 1992, September 2, 1992, August 15, 1993, August 16, 1993, October 15, 1993,
May 1, 2000, August 1, 2000, September 1, 2001 and March 1, 2002 (all of which
instruments are herein collectively called the “Indenture”), executed by the
Company to the Trustee, to which Indenture reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds as to such security, and the
terms and conditions upon which the bonds may be issued under the Indenture and
are secured.  The principal hereof may
be declared or may become due on the conditions, in the manner and at the time
set forth in the Indenture, upon the happening of


 


12

















 


a completed default as in the Indenture
provided.  The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the bonds outstanding.


 


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 CC. 
The bonds of this Series have been issued to the Trimble County Trustee
under the Trimble County Indenture to secure payment of the Pollution Control
Revenue Bonds, 2001 Series A (Louisville Gas and Electric Company Project) (the
“Trimble County Bonds”) issued by the County of Trimble, Kentucky (“Trimble County”)
under the Trimble County Indenture, the proceeds of which have been or are to
be loaned to the Company pursuant to the provisions of the Loan Agreement dated
as of November 1, 2001 (the “Trimble County Agreement”) between the Company and
Trimble County.  The maturity of the
obligation represented by the bonds of this Series is September 1, 2026.  The date of maturity of the obligation
represented by the bonds of this Series is hereinafter referred to as the
Series CC Final Maturity Date.  The
bonds of this Series shall bear interest from the Series CC Initial Interest
Accrual Date, as hereinafter defined, at the same rate or rates per annum then
and thereafter from time to time borne by the Trimble County Bonds.


 


With the consent of the Company
and to the extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and/or of the holders of the bonds, and/or the terms
and provisions of the Indenture and/or of any instruments supplemental thereto
may be modified or altered by affirmative vote of the holders of at least
seventy percent in principal amount of the bonds then outstanding under the
Indenture and any instruments supplemental thereto (excluding bonds
disqualified from voting by reason of the interest of the Company or of certain
related persons therein as provided in the Indenture), and by the affirmative
vote of at least seventy percent in principal amount of the bonds of any series
entitled to vote then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting as aforesaid)
and affected by such modification or alteration, in case one or more but less
than all of the series of bonds then outstanding are so affected; provided that
no such modification or alteration shall permit the extension of the maturity
of the principal of this bond or the reduction in the rate of interest, if any,
hereon or any other modification in the terms of payment of such principal or
interest, if any, or the taking of certain other action as more fully set forth
in the Indenture, without the consent of the holder hereof.


 


Except as provided in the next
succeeding paragraph, in the event of a default under Section 9.1 of the
Trimble County 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 Trimble
County Indenture and the Trimble County Bonds) on the Trimble County 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 this
Series shall be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a “Series CC Redemption Demand”) from the Trimble
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 Trimble
County Indenture, specifying the last


 


13

















 


date to which interest on the Trimble County
Bonds has been paid (such date being hereinafter referred to as the “Series CC
Initial Interest Accrual Date”) and demanding redemption of the bonds of this
Series.  The Trustee shall, within 10
days after receiving such Series CC 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 Series CC Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of this Series so demanded to be redeemed (hereinafter
called the “Series CC Demand Redemption Date”).  Notice of the date fixed as and for the Series CC Demand
Redemption Date shall be mailed by the Company to the Trustee at least 30 days
prior to such Series CC Demand Redemption Date.  The date to be fixed by the Company as and for the Series CC
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 Series CC Redemption Demand
or (ii) the Series CC Final Maturity Date, provided that if the Trustee shall
not have received such notice fixing the Series CC Demand Redemption Date
within 90 days after receipt by it of the Series CC Redemption Demand, the
Series CC Demand Redemption Date shall be deemed to be the earlier of (i) the
120th day after receipt by the Trustee of the Series CC Redemption Demand or
(ii) the Series CC Final Maturity Date. 
The Trustee shall mail notice of the Series CC Demand Redemption Date
(such notice being hereinafter called the “Series CC Demand Redemption Notice”)
to the Trimble County Trustee not more than 10 nor less than five days prior to
the Series CC Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on the Series CC Final Maturity Date, such date shall be
deemed to be the Series CC Demand Redemption Date without further action
(including actions specified in this paragraph) by the Trimble County Trustee,
the Trustee or the Company.  The bonds
of this Series shall be redeemed by the Company on the Series CC Demand
Redemption Date, upon surrender thereof by the Trimble County Trustee to the
Trustee, at a redemption price equal to the principal amount thereof, plus
accrued interest thereon at the rate per annum set forth in the third paragraph
of this Bond, from the Series CC Initial Interest Accrual Date to the Series CC
Demand Redemption Date.  If a Series CC
Redemption Demand is rescinded by the Trimble County Trustee by written notice
to the Trustee prior to the Series CC Demand Redemption Date, no Series CC
Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled, and interest on the bonds of this Series 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.


 


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 this Series shall bear interest at the rate
per annum set forth in the third paragraph of this bond, from the Series CC
Initial Interest Accrual Date, as specified in a written notice to the Trustee
from the Trimble County Trustee, and the principal of and interest on the bonds
of this Series from the Series CC Initial Interest Accrual Date shall be
payable in accordance with the provisions of the Indenture.


 


14

















 


Upon payment of the principal of
and premium, if any, and interest on the Trimble County Bonds, whether at
maturity or prior to maturity by redemption or otherwise, and the surrender
thereof to and cancellation thereof by the Trimble County Trustee (other than
any Trimble County Bond that was cancelled by the Trimble County Trustee and
for which one or more other Trimble County Bonds were delivered and
authenticated pursuant to the Trimble County Indenture in lieu of or in
exchange or substitution for such cancelled Trimble County Bond), or upon
provision for the payment thereof having been made in accordance with the
Trimble County Indenture, bonds of this Series in a principal amount equal to
the principal amount of the Trimble County 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 this Series shall be surrendered by the Trimble County Trustee to the
Trustee and shall be cancelled by the Trustee. 
From and after the Release Date (as defined below), the bonds of this
Series 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 as of
which all bonds issued under the Indenture prior to the date of initial
issuance of this bond (and excluding bonds of this Series and First Mortgage
Bonds, Pollution Control Series Y, Z, AA and BB) have been retired through
payment, redemption or otherwise (including those bonds “deemed to be redeemed”
within the meaning of that term as used in Article X of the Original Indenture)
at, before or after the maturity thereof. 
On the Release Date, the bonds of this Series shall be surrendered by
the Trimble County Trustee to the Trustee whereupon the bonds of said Series so
surrendered shall be cancelled by the Trustee.


 


No recourse shall be had for the
payment of principal of, or interest, if any, on this bond, or any part
thereof, or of any claim based hereon or in respect hereof or of the Indenture,
against any incorporator, or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation,
either directly or through the Company, or through any such predecessor or
successor corporation, or through any receiver or trustee in bankruptcy,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released, as more fully provided in the Indenture.


 


This bond shall not be valid or
become obligatory for any purpose unless and until the certificate of
authentication hereon shall have been signed by or on behalf of Harris Trust
and Savings Bank, as Trustee under the Indenture, or its successor thereunder.


 


IN
WITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has caused this instrument to be signed in its
name by its President or a Vice President or with the facsimile signature of
its President, and its corporate seal, or a facsimile thereof, to be hereto
affixed and attested by its Secretary or Assistant Secretary or with the facsimile
signature of its Secretary.


 


15

















 


	
  Dated

  	
   

  	
  LOUISVILLE
  GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


and


 


WHEREAS, the Company is desirous of specifically assigning,
conveying, mortgaging, pledging, transferring and setting over additional
property unto the Trustee and to its respective successors in trust; and


 


WHEREAS, Sections 4.01 and 21.03 of the Original
Indenture provide in substance that the Company and the Trustee may enter into
indentures supplemental thereto for the purposes, among others, of creating and
setting forth the particulars of any new series of bonds and of providing the
terms and conditions of the issue of the bonds of any series not expressly
provided for in the Original Indenture and of assigning, conveying, mortgaging,
pledging and transferring unto the Trustee additional property of the Company,
and for any other purpose not inconsistent with the terms of the Original
Indenture; and


 


WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by a resolution adopted by the Board of
Directors of the Company;


 


Now, THEREFORE, THIS INDENTURE WITNESSETH:


 


Louisville Gas and Electric
Company, in consideration of the premises and of one dollar to it duly paid by
the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and other good and valuable
considerations, does hereby covenant and agree to and with Harris Trust and
Savings Bank, as Trustee, and its successors in the trust under the Indenture
for the benefit of those who hold or shall hold the bonds issued or to be
issued thereunder, as follows:


 


ARTICLE I.


 


SPECIFIC
SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE


 


Section
1.01.          The Company in order better to secure
the payment, both of principal and


 


16

















 


interest, of all bonds of the Company at any time
outstanding under the Indenture, according to their tenor and effect, and the
performance of and compliance with the covenants and conditions in the
Indenture contained, has granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and
by these presents does grant, bargain, sell, warrant, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto Harris Trust and Savings
Bank, as Trustee and to its respective successors in said trust forever,
subject to the rights reserved by the Company in and by the provisions of the
Indenture, all the property described and mentioned or enumerated in a schedule
hereto annexed and marked Schedule A, reference to said schedule being hereby
made with the same force and effect as if the same were incorporated herein at
length; together with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
or any part thereof with the reversion and reversions, remainder and
remainders, tolls, rents and revenues, issues, income, product and profits
thereof;


 


Also, in order to subject all of
the personal property and chattels of the Company to the lien of the Indenture
in conformity with the provisions of the Uniform Commercial Code of the
Commonwealth of Kentucky, all steam, hydro and other electric generating
plants, including buildings and other structures, turbines, generators,
boilers, condensing equipment, and all other equipment; substations; electric
transmission and distribution systems, including structures, poles, towers,
fixtures, conduits, insulators, wires, cables, transformers, services and
meters; steam and heating mains and equipment; gas generating and coke plants,
including buildings, holders and other structures, boilers and other boiler
plant equipment, benches, retorts, coke ovens, water gas sets, condensing and
purification equipment, piping and other accessory works equipment; facilities
for gas storage whether above or below surface; gas transmission and
distribution systems, including structures, mains, compressor stations,
purifier stations, pressure holders, governors, services and meters; office,
shop, garage and other general buildings and structures, furniture and
fixtures; and all municipal and other franchises and all leaseholds, licenses,
permits, easements, and privileges; all as now owned or hereafter acquired by
the Company pursuant to the provisions of the Original Indenture; and


 


All the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which the Company
now has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof;


 


Excluding, however, (1) all
shares of stock, bonds, notes, evidences of indebtedness and other securities
other than such as may be or are required to be deposited from time to time
with the Trustee in accordance with the provisions of the Indenture; (2) cash
on hand and in banks other than such as may be or is required to be deposited
from time to time with the Trustee in accordance with the provisions of the
Indenture; (3) contracts, claims, bills and accounts receivable and chooses in
action other than such as may be or are required to be from time to time
assigned to the Trustee in accordance with the provisions of the Indenture; (4)
motor vehicles; (5) any stock of goods, wares and merchandise, equipment,
materials and supplies acquired for the purpose of sale or lease in the usual
course of business or for the purpose of consumption in the operation,
construction or repair of any of the properties of the Company;


 


17

















 


and (6) the properties described in Schedule B
annexed to the Original Indenture.


 


To have and to hold all said
property, real, personal and mixed, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors
and assigns forever, subject, however, to permissible encumbrances as defined
in Section 1.09 of the Original Indenture and to the further reservations,
covenants, conditions, uses and trusts set forth in the Indenture, in trust
nevertheless for the same purposes and upon the same conditions as are set
forth in the Indenture.


 


ARTICLE II.


 


PROVISIONS OF BONDS OF POLLUTION
CONTROL SERIES BB AND CC


 


Section
2.01.          There is hereby created, for issuance
under the Original Indenture, a series of bonds designated Pollution Control
Series BB, each of which shall bear the descriptive title “First Mortgage
Bonds, Pollution Control Series BB” and the form thereof shall contain suitable
provisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series BB
shall be printed, lithographed or typewritten and shall be substantially of the
tenor and purport previously recited. 
The Bonds of Pollution Control Series BB shall be issued as registered
bonds without coupons in denominations of a multiple of $1,000 and shall be
registered in the name of the Jefferson County Trustee.  The Bonds of Pollution Control Series BB
shall be dated as of the date of their authentication.


 


The Bonds of Pollution Control
Series BB shall be payable, both as to principal and interest, at the office of
the Trustee in Chicago, Illinois, in lawful money of the United States of
America.  The maturity of the obligation
represented by the Bonds of Pollution Control Series BB is September 1,
2026.  The date of maturity of the
obligation represented by the Bonds of Pollution Control Series BB is
hereinafter referred to as the Series BB Final Maturity Date.  The Bonds of Pollution Control Series BB
shall bear interest from the Series BB Initial Interest Accrual Date, as
hereinafter defined, at the same rate or rates then and thereafter from time to
time borne by the Jefferson County Bonds.


 


Section 2.02.          Except as provided in the next
succeeding paragraph of this Section 2.02, in the event of a default under
Section 9.1 of the Jefferson County 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 Jefferson County Indenture and the Jefferson County Bonds) on
the Jefferson County 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 Pollution Control Series BB shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a “Series BB Redemption
Demand”) from the Jefferson 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 Jefferson County Indenture, specifying the last date to
which interest on the Jefferson County Bonds has been paid (such date being
hereinafter referred to as the “Series BB Initial Interest Accrual Date”) and
demanding redemption of the Bonds of Pollution Control Series BB.  The Trustee shall, within


 


18

















 


10 days after receiving such Series BB 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 Series BB Redemption Demand, the
Company shall fix a date on which it will redeem the Bonds of Pollution Control
Series BB so demanded to be redeemed (hereinafter called the “Series BB Demand
Redemption Date”).  Notice of the date
fixed as the Series BB Demand Redemption Date shall be mailed by the Company to
the Trustee at least 30 days prior to such Series BB Demand Redemption
Date.  The date to be fixed by the
Company as and for the Series BB 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 Series BB Redemption Demand or (ii) the Series BB Final Maturity Date,
provided that if the Trustee shall not have received such notice fixing the
Series BB Demand Redemption Date within 90 days after receipt by it of the
Series BB Redemption Demand, the Series BB Demand Redemption Date shall be
deemed to be the earlier of (i) the 120th day after receipt by the Trustee of
the Series BB Redemption Demand or (ii) the Series BB Final Maturity Date.  The Trustee shall mail notice of the Series
BB Demand Redemption Date (such notice being hereinafter called the “Series BB
Demand Redemption Notice”) to the Jefferson County Trustee not more than 10 nor
less than five days prior to the Series BB Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on the Series BB Final
Maturity Date, such date shall be deemed to be the Series BB Demand Redemption
Date without further action (including actions specified in this paragraph) by
the Jefferson County Trustee, the Trustee or the Company.  The Bonds of Pollution Control Series BB
shall be redeemed by the Company on the Series BB Demand Redemption Date, upon
surrender thereof by the Jefferson County Trustee to the Trustee, at a
redemption price equal to the principal amount thereof, plus accrued interest
thereon at the rate per annum set forth in Section 2.01 hereof, from the Series
BB Initial Interest Accrual Date to the Series BB Demand Redemption Date.  If a Series BB Redemption Demand is
rescinded by the Jefferson County Trustee by written notice to the Trustee
prior to the Series BB Demand Redemption Date, no Series BB Demand Redemption
Notice shall be given, or, if already given, shall be automatically annulled,
and interest on the Bonds of Pollution Control Series BB 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 Pollution Control Series BB; 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 Pollution Control Series BB shall bear
interest at the rate per annum set forth in Section 2.01 hereof, from the
Series BB Interest Accrual Date, as specified in a written notice to the
Trustee from the Jefferson County Trustee, and the principal of and interest on
the Bonds of Pollution Control Series BB from the Series BB Initial Interest
Accrual Date shall be payable in accordance with the provisions of the Indenture.


 


Anything herein contained to the
contrary notwithstanding, the Trustee is not authorized to take any action
pursuant to a Series BB Redemption Demand or a rescission thereof or a written
notice required by this Section 2.02, and such Series BB Redemption Demand,
rescission


 


19

















 


or notice shall be of no force or effect, unless
it is executed in the name of the Jefferson County Trustee by one of its Vice
Presidents.


 


Section 2.03.          Upon payment of the principal of and
premium, if any, and interest on the Jefferson County Bonds, whether at
maturity or prior to maturity by redemption or otherwise, and the surrender
thereof to and cancellation thereof by the Jefferson County Trustee (other than
any Jefferson County Bond that was cancelled by the Jefferson County Trustee
and for which one or more other Jefferson County Bonds were delivered and
authenticated pursuant to the Jefferson County Indenture in lieu of or in
exchange or substitution for such cancelled Jefferson County Bond), or upon
provision for the payment thereof having been made in accordance with the
Jefferson County Indenture, Bonds of Pollution Control Series BB in a principal
amount equal to the principal amount of the Jefferson County 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 Pollution Control Series BB shall be
surrendered by the Jefferson County Trustee to the Trustee and shall be
cancelled and destroyed by the Trustee, 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
this Series 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 as of
which all bonds issued under the Indenture prior to the date of initial
issuance of this bond (and excluding bonds of this Series and First Mortgage
Bonds, Pollution Control Series Y, Z, AA and CC) have been retired through
payment, redemption or otherwise (including those bonds “deemed to be redeemed”
within the meaning of that term as used in Article X of the Original Indenture)
at, before or after the maturity thereof. 
On the Release Date, the bonds of this Series shall be surrendered by
the Jefferson County Trustee to the Trustee whereupon the Bonds of said Series
so surrendered shall be cancelled by the Trustee.


 


Section 2.04.          There is hereby created, for issuance
under the Original Indenture, a series of bonds designated Pollution Control
Series CC, each of which shall bear the descriptive title “First Mortgage
Bonds, Pollution Control Series CC” and the form thereof shall contain suitable
provisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series CC
shall be printed, lithographed or typewritten and shall be substantially of the
tenor and purport previously recited. 
The Bonds of Pollution Control Series CC shall be issued as registered
bonds without coupons in denominations of a multiple of $1,000 and shall be
registered in the name of the Trimble County Trustee.  The Bonds of Pollution Control Series CC shall be dated as of the
date of their authentication.


 


The Bonds of Pollution Control
Series CC shall be payable, both as to principal and interest, at the office of
the Trustee in Chicago, Illinois, in lawful money of the United States of
America.  The maturity of the obligation
represented by the Bonds of Pollution Control Series CC is September 1,
2026.  The date of maturity of the
obligation represented by the Bonds of Pollution Control Series CC is
hereinafter referred to as the Series CC Final Maturity Date.  The Bonds of Pollution Control Series CC
shall bear interest from the Series CC Initial Interest Accrual Date, as
hereinafter defined, at the same rate or rates then and thereafter from time to


 


20

















 


time borne by the Trimble County Bonds.


 


Section 2.05.          Except as provided in the next
succeeding paragraph of this Section 2.05, in the event of a default under
Section 9.1 of the Trimble County 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 Trimble County Indenture and the Trimble County Bonds) on the Trimble
County 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 Pollution Control Series CC shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a “Series CC Redemption
Demand”) from the Trimble 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 Trimble County Indenture, specifying the last date to
which interest on the Trimble County Bonds has been paid (such date being
hereinafter referred to as the “Series CC Initial Interest Accrual Date”) and
demanding redemption of the Bonds of Pollution Control Series CC.  The Trustee shall, within 10 days after
receiving such Series CC 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 Series CC Redemption Demand, the Company shall fix a date on which it
will redeem the Bonds of Pollution Control Series CC so demanded to be redeemed
(hereinafter called the “Series CC Demand Redemption Date”).  Notice of the date fixed as the Series CC
Demand Redemption Date shall be mailed by the Company to the Trustee at least
30 days prior to such Series CC Demand Redemption Date.  The date to be fixed by the Company as and
for the Series CC 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 Series CC
Redemption Demand or (ii) the Series CC Final Maturity Date, provided that if
the Trustee shall not have received such notice fixing the Series CC Demand
Redemption Date within 90 days after receipt by it of the Series CC Redemption
Demand, the Series CC Demand Redemption Date shall be deemed to be the earlier
of (i) the 120th day after receipt by the Trustee of the Series CC Redemption
Demand or (ii) the Series CC Final Maturity Date.  The Trustee shall mail notice of the Series CC Demand Redemption
Date (such notice being hereinafter called the “Series CC Demand Redemption
Notice”) to the Trimble County Trustee not more than 10 nor less than five days
prior to the Series CC Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on the Series CC Final Maturity Date, such date shall be
deemed to be the Series CC Demand Redemption Date without further action
(including actions specified in this paragraph) by the Trimble County Trustee,
the Trustee or the Company.  The Bonds
of Pollution Control Series CC shall be redeemed by the Company on the Series
CC Demand Redemption Date, upon surrender thereof by the Trimble County Trustee
to the Trustee, at a redemption price equal to the principal amount thereof,
plus accrued interest thereon at the rate per annum set forth in Section 2.04
hereof, from the Series CC Initial Interest Accrual Date to the Series CC
Demand Redemption Date.  If a Series CC
Redemption Demand is rescinded by the Trimble County Trustee by written notice
to the Trustee prior to the Series CC Demand Redemption Date, no Series CC
Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled, and interest on the Bonds of Pollution Control Series
CC shall cease to accrue, all interest accrued thereon shall be automatically
rescinded and cancelled and


 


21

















 


the Company shall not be obligated to make any
payments of principal of or interest on the Bonds of Pollution Control Series
CC; 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 Pollution Control Series CC shall bear
interest at the rate per annum set forth in Section 2.04 hereof, from the
Series CC Interest Accrual Date, as specified in a written notice to the
Trustee from the Trimble County Trustee, and the principal of and interest on
the Bonds of Pollution Control Series CC from the Series CC Initial Interest
Accrual Date shall be payable in accordance with the provisions of the
Indenture.


 


Anything herein contained to the
contrary notwithstanding, the Trustee is not authorized to take any action
pursuant to a Series CC Redemption Demand or a rescission thereof or a written
notice required by this Section 2.05, and such Series CC Redemption Demand,
rescission or notice shall be of no force or effect, unless it is executed in
the name of the Trimble County Trustee by one of its Vice Presidents.


 


Section 2.06.          Upon payment of the principal of and
premium, if any, and interest on the Trimble County Bonds, whether at maturity
or prior to maturity by redemption or otherwise, and the surrender thereof to
and cancellation thereof by the Trimble County Trustee (other than any Trimble
County Bond that was cancelled by the Trimble County Trustee and for which one
or more other Trimble County Bonds were delivered and authenticated pursuant to
the Trimble County Indenture in lieu of or in exchange or substitution for such
cancelled Trimble County Bond), or upon provision for the payment thereof
having been made in accordance with the Trimble County Indenture, Bonds of
Pollution Control Series CC in a principal amount equal to the principal amount
of the Trimble County 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 Pollution
Control Series BB shall be surrendered by the Trimble County Trustee to the
Trustee and shall be cancelled and destroyed by the Trustee, 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 this Series 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 as of which all bonds issued under the Indenture prior to the date of
initial issuance of this bond (and excluding bonds of this Series and First
Mortgage Bonds, Pollution Control Series Y, Z, AA and BB) have been retired
through payment, redemption or otherwise (including those bonds “deemed to be
redeemed” within the meaning of that term as used in Article X of the Original
Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall be
surrendered by the Trimble County Trustee to the Trustee whereupon the Bonds of
said Series so surrendered shall be cancelled by the Trustee.


 


Section 2.07.          Prior to the Release Date, the
Jefferson County Trustee as the registered holder of the Bonds of Pollution
Control Series BB and the Trimble County Trustee as the


 


22

















 


registered holder of the Bonds of Pollution
Control Series CC at its option may surrender the same at the office of the
Trustee, in Chicago, Illinois, or elsewhere, if authorized by the Company, for
cancellation, in exchange for other bonds of the same series of the same
aggregate principal amount.  Thereupon,
and upon receipt of any payment required under the provisions of Section 2.08
hereof, the Company shall execute and deliver to the Trustee and the Trustee
shall authenticate and deliver such other registered bonds to such registered
holder at its office or at any other place specified as aforesaid.


 


Section 2.08.          No charge shall be made by the Company
for any exchange or transfer of Bonds of Pollution Control Series BB or Bonds
of Pollution Control Series CC other than for taxes or other governmental
charges, if any, that may be imposed in relation thereto.


 


ARTICLE III.


 


MISCELLANEOUS


 


Section 3.01.          The recitals of fact herein and in the
bonds (except the Trustee’s Certificate) shall be taken as statements of the
Company and shall not be construed as made or warranted by the Trustee.  The Trustee makes no representations as to
the value of any of the property subject to the lien of the Indenture, or any
part thereof, or as to the title of the Company thereto, or as to the security
afforded thereby and hereby, or as to the validity of this Supplemental
Indenture and the Trustee shall incur no responsibility in respect of such
matters.


 


Section 3.02.          This Supplemental Indenture shall be
construed in connection with and as a part of the Original Indenture.


 


Section 3.03.          (a) If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision of
the Original Indenture or this Supplemental Indenture required to be included
in indentures qualified under the Trust Indenture Act of 1939, as amended (as
enacted prior to the date of this Supplemental Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provision shall control.


 


(b)           In case any one or more of the provisions contained
in this Supplemental Indenture or in the bonds issued hereunder shall be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.


 


Section 3.04.          Wherever in this Supplemental
Indenture the word “Indenture” is used without either prefix, “Original” or
“Supplemental,” such word was used intentionally to include in its meaning both
the Original Indenture and all indentures supplemental thereto.


 


Section 3.05.          Wherever in this Supplemental
Indenture either of the parties hereto is named or referred to, this shall be
deemed to include the successors or assigns of such party, and all the
covenants and agreements in this Supplemental Indenture contained by or on
behalf of the Company or by or on behalf of the Trustee shall bind and inure to
the benefit of the respective 


 


23

















 


successors and assigns of such parties, whether
so expressed or not.


 


Section 3.06.          (a) This Supplemental Indenture may be
simultaneously executed in several counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.


 


(b)           The Table of Contents and the descriptive headings of
the several Articles of this Supplemental Indenture were formulated, used and
inserted in this Supplemental Indenture for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


24

















 


IN
WITNESS WHEREOF, the party of the
first part has caused its corporate name and seal to be hereunto affixed and
this Supplemental Indenture to be signed by its Treasurer and attested by its
Executive Vice President, General Counsel and Corporate Secretary for and in
its behalf, and the party of the second part to evidence its acceptance of the
trust hereby created, has caused its corporate name and seal to be hereunto
affixed, and this Supplemental Indenture to be signed by one of its Vice
Presidents, and attested by its Secretary or an Assistant Secretary, for and in
its behalf, all done as of the 1st day of March, 2002.


 


	
   

  	
   

  	
  LOUISVILLE
  GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Daniel
  K. Arbough

  	
   

  
	
   

  	
   

  	
   

  	
  Treasurer

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
  John
  R. McCall

  	
   

  	
   

  
	
   

  	
  Executive
  Vice President,

  	
   

  	
   

  
	
   

  	
  General
  Counsel and

  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARRIS
  TRUST AND SAVINGS BANK    

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  J.
  Bartolini

  	
   

  
	
   

  	
   

  	
   

  	
  Vice
  President

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
  C.
  Potter

  	
   

  	
   

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
   

  
								



 


25

















 


	
  COMMONWEALTH
  OF

  	
  )

  	
   

  	
   

  
	
  KENTUCKY

  	
  )

  	
   

  	
  SS:

  
	
   

  	
  )

  	
   

  	
   

  
	
  COUNTY
  OF JEFFERSON

  	
  )

  	
   

  	
   

  



 


BE IT
REMEMBERED that on this
           day of March,
2002, before me, a Notary Public duly commissioned in and for the County and
Commonwealth aforesaid, personally appeared Daniel
K. Arbough and John R. McCall,
respectively, Treasurer and Executive Vice President, General Counsel and
Corporate Secretary of Louisville Gas and Electric Company, a corporation
organized and existing under and by virtue of the laws of the Commonwealth of
Kentucky, who are personally known to me to be such officers, respectively, and
who are personally known to me to be the same persons who executed as officers
the foregoing instrument of writing, and such persons duly acknowledged before
me the execution of the foregoing instrument of writing to be their act and
deed and the act and deed of said corporation.


 


WITNESS
my hand and notarial seal this
           day of March,
2002.


 


 


	
   

  	
   

  	
  Notary
  Public

  	
   

  
	
   

  	
   

  	
  Kentucky,
  Commonwealth at Large

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Notarial
  Seal)

  
	
   

  	
  My Commission Expires: 

  	
   

  
						



 


26

















 


	
  State
  of Illinois

  	
  )

  	
   

  	
  SS:

  
	
   

  	
  )

  	
   

  	
   

  
	
  County
  of Cook

  	
  )

  	
   

  	
   

  



 


BE IT
REMEMBERED that on this
            day of
March, 2002, before me, a Notary Public duly commissioned in and for the County
and State aforesaid, personally appeared J.
Bartolini and C. Potter respectively,
Vice President and Assistant Secretary of Harris Trust and Savings Bank, a
corporation organized and existing under and by virtue of the laws of the State
of Illinois, who are personally known to me to be such officers, respectively,
and who are personally known to me to be the same persons who executed as
officers the foregoing instrument of writing, and such persons duly
acknowledged before me the execution of the foregoing instrument of writing to
be their act and deed and the act and deed of said corporation.


 


WITNESS
my hand and notarial seal this
            day of
March, 2002.


 


	
   

  	
   

  	
  Notary
  Public in and for the County of

  	
   

  
	
   

  	
   

  	
  Cook and
  State of Illinois

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Notarial
  Seal)

  
	
   

  	
  My Commission Expires: 

  	
   

  
					



 


 


This Instrument Prepared by:


 


James Dimas


LG&E Energy Corp.


220 W. Main Street


Louisville, Kentucky  40202


 


 


	
  By

  	
   

  	
   

  
	
   

  	
  James Dimas

  
	
   

  	
  (502) 627-3712

  



 


27

















 


SCHEDULE A


 


The following property situated,
lying and being in the County of Jefferson, State of Kentucky, to wit:


 


REAL PROPERTY


 


Parcel 1


 


Beginning at the southeast corner of Ormsby Avenue and Ninth Street, if
extended, running thence southwardly (measures South 04o 06’ 32” West), with
the east line of Ninth Street, if extended, 200 feet to an alley 13 feet wide,
running thence with said alley (measures South 87o11’19” East) which is
parallel with said Ormsby Avenue, 3381⁄2 feet (measures 339.93 feet) to the
westwardly side of the right of way of the Louisville & Nashville Railroad
Company; thence northwardly (measures North 9o 19’ 19” West 204.52 feet) with
said right of way to the south side of Ormsby Avenue; thence westwardly
(measure North 87o 11’ 19” West) with Ormsby Avenue 2911⁄4 feet (measures 292.40
feet) to the beginning; excepting, however, from said premises that portion
thereof included within the right of way of the Central Storage Company’s
railway, and described in Deed Book 293, page 124, in the office of the Clerk
of the County Court of Jefferson County, Kentucky; being the same property conveyed
to the Kentucky Heating Company by A. Dumesnil, unmarried, by deed dated
January 15, 1902, and recorded in Deed Book 569, page 220, in the office
aforesaid, and acquired by and vested in Louisville Gas and Electric Company by
virtue of the Consolidation (into Louisville Gas and Electric Company) by said
Kentucky Heating Company with Louisville Lighting Company) and Louisville Gas
Company, effected by Articles of Agreement and consolidation dated July 2,
1913, recorded in Incorporation Book 22, page 188, in the office aforesaid.


 


Parcel 2


 


Beginning at a point on the east side of Ninth Street, if extended
213-1/10 feet south of Ormsby Avenue; thence with the south side of an alley
13-1/10 feet wide, south 87 degrees 31 minutes east 342 feet and 10 inches
(measures South 87o 11’ 19” East) to a stake on the west line of the right of
way of the Louisville & Nashville Railroad Company; thence with the west
line of the said right of way, southeastwardly 268 feet and 5 inches (measure
South 09o 19’ 19” East) to a stake; thence north 87 degrees 26 minutes West
4051⁄2 feet (measures North 87o16’56” West) to a stake in the east line of Ninth
Street, if said street were extended; thence, along the east side of Ninth
Street, if extended, north 3 degrees 52 minutes east 263 feet and 2 inches
(measures North .04o06’32” East) to the beginning; being the same property
conveyed to the Kentucky Heating Company by the Fidelity Trust and Safety Vault
Company, Trustee, et al., by deed dated March 10, 1899, and recorded in Deed
Book 512, page 529, in the office of the Clerk of the County Court of Jefferson
County, Kentucky, and being subject to the reservations, covenants and
agreements contained in said deed as to the construction of a railroad switch
from the Louisville & Nashville Railroad along the northern line of said
property; being the same parcel of land heretofore owned by Kentucky Heating
Company and acquired by and vested in Louisville Gas and Electric Company by
virtue of the consolidation (into Louisville Gas and Electric Company) of
Louisville Gas Company with Louisville Lighting Company and said Kentucky
Heating


 


A-1

















 


Company, effected by Articles of Agreement and Consolidation dated July
2, 1913, recorded in Incorporation Book 22, page 188 in the office aforesaid.


 


IN
ADDITION to the foregoing, the portion of Ninth Street which
reverted to Louisville Gas and Electric Company by Jefferson Circuit Court
Action No. 336.730 on October, 1951 Ordinance 40, is hereby conveyed to
Grantee.


 


THERE IS
EXCEPTED from this conveyance, that portion of Parcel 1 which
is described as follows:


 


BEGINNING
at a point, said point being the intersection of the western boundary of the
Louisville & Nashville Railroad right of way and the South line of Ormsby
Avenue; thence North 87o 11’ 19” West 124.66 feet to a point in the East right
of way line of the Central Storage Company’s railway; thence in a southeasterly
direction in an arc of 211.18 feet to a point in the western right of way line
of the Louisville & Nashville Railroad right of way; thence north 09o 19’
19” West 144.05 feet to the point of beginning;


 


BEING
a part of the same property conveyed to the Kentucky Heating Company by A
Dumesnil, unmarried, by deed dated January 15, 1902, and recorded in Deed Book
569, page 220, in the office of the Clerk of the County Court of Jefferson
County, Kentucky, and acquired by and vested in Louisville Gas and Electric
Company by virtue of consolidation (into Louisville Gas and Electric Company)
by said Kentucky Heating Company with Louisville Lighting Company and
Louisville Gas Company, effected by Articles of Agreement and Consolidation
dated July 2, 1913, recorded in Incorporation Book 22, page 188, in the office
aforesaid.


 


THERE IS
ALSO EXCEPTED from this conveyance the parcel conveyed to
Grantor by deed dated April 12, 1967, of record in Deed Book 4113, page 332, in
the office aforesaid.


 


PARCEL 1
AND PARCEL 2 being the said property conveyed to Grantor by
Deed dated August 24, 1979 of record in Deed Book 5117, Page 961 in the Office
of the Clerk of Jefferson County, Kentucky.


 


A-2