EXHIBIT 4.40


 


SUPPLEMENTAL
INDENTURE


 


FROM


 


LOUISVILLE
GAS AND ELECTRIC COMPANY


 


TO


 


HARRIS
TRUST AND SAVINGS BANK


TRUSTEE


 












 


DATED
MARCH 15, 2002


 












 


SUPPLEMENTAL
TO TRUST INDENTURE


 


DATED
NOVEMBER 1, 1949


 

















 


Table of Contents


 


	
  Parties

  	
   

  
	
  Recitals

  	
   

  
	
  Form of
  Bonds of Pollution Control Series DD

  
	
  Form of Bonds of Pollution Control
  Series EE

  
	
  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 DD AND EE.

  
	
   

  	
   

  
	
  Section 2.01-

  	
  Terms of Bonds of Pollution Control
  Series DD

  
	
  Section 2.02-

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

  
	
  Section 2.03-

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

  
	
  Section 2.04-

  	
  Terms of Bonds of Pollution Control Series
  EE

  
	
  Section 2.05-

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

  
	
  Section 2.06-

  	
  Bonds of Pollution Control Series EE
  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 15th
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


 


2

















 


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
Company has heretofore issued in accordance with the provisions of the Original
Indenture as supplemented by the Supplemental Indenture dated March 1, 2002,
bonds of a series designated “First Mortgage Bonds, Pollution Control Series
BB,” bearing interest as


 


5

















 


provided therein and maturing September 1, 2026,
and bonds of a series designated “First Mortgage Bonds, Pollution Control
Series CC,” bearing interest as provided therein and maturing September 1,
2026; and


 


WHEREAS, the
County of Jefferson in the Commonwealth of Kentucky (“Jefferson County”) has
agreed to issue $35,000,000 principal amount of its Pollution Control Revenue
Bonds, 2001 Series B (Louisville Gas and Electric Company Project) (the
“Jefferson County 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 $35,000,000 principal amount of its Pollution Control Revenue Bonds,
2001 Series B (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 $35,000,000 in outstanding principal amount of “County of Jefferson,
Kentucky, Pollution Control Revenue Bonds, 1997 Series A (Louisville Gas
and Electric Company Project),” dated November 13, 1997 (the “1997 Jefferson
Bonds”) on the date of issuance of the Jefferson County Bonds.  The 1997 Jefferson Bonds were issued to
refinance the cost of construction of certain
air pollution control 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 $35,000,000 in outstanding principal amount of “County of Trimble,
Kentucky, Pollution Control Revenue Bonds, 1997 Series A (Louisville Gas
and Electric Company Project),” dated November 13, 1997 (the “1997 Trimble
Bonds”) on the date of issuance of the Trimble County Bonds.  The 1997 Trimble Bonds were issued to
refinance the cost of construction of certain
air and water pollution control and solid waste disposal facilities at Unit 1
of the Trimble County Generating Station of
the Company, which facilities are hereinafter sometimes referred to as the
“Trimble County Project,” which


 


6

















 


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 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 DD” (sometimes called “Bonds of Pollution
Control Series DD”), 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 DD to be issued as registered bonds without coupons in
denominations of a multiple of $1,000; and the Bonds of Pollution Control
Series DD are to be substantially in the form and tenor following, to-wit:


 


(Form of Bonds of Pollution
Control Series DD)


 


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 DD


 


	
  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 DD Demand Redemption
Date, as hereinafter defined, and to pay on the Series DD Demand Redemption
Date to the Jefferson County Trustee, interest hereon from the Series DD
Initial Interest Accrual Date, as hereinafter defined, to the Series DD 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


 


7

















 


forth in the event of a rescission of a Series DD
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, March 1, 2002 and March 15, 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 DD.  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 B (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 November 1, 2027.  The date of
maturity of the obligation represented by the bonds of this Series is
hereinafter referred to as the Series DD Final Maturity Date.  The bonds of this Series shall bear interest
from the Series DD 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


 


8

















 


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
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 DD 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 DD Initial Interest Accrual Date”) and demanding
redemption of the bonds of this Series. 
The Trustee shall, within 10 days after receiving such Series DD
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 DD
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
DD Demand Redemption Date”).  Notice of
the date fixed as and for the Series DD Demand Redemption Date shall be mailed
by the Company to the Trustee at least 30 days prior to such Series DD Demand
Redemption Date.  The date to be fixed
by the Company as and for the Series DD 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 DD Redemption Demand or (ii) the Series DD Final Maturity
Date, provided that if the Trustee shall not have received such notice fixing
the Series DD Demand Redemption Date within 90 days after receipt by it of the
Series DD Redemption Demand, the Series DD Demand Redemption Date shall be
deemed to be the earlier of (i) the 120th day after receipt by the Trustee of
the Series DD Redemption Demand or (ii) the Series DD Final Maturity Date.  The Trustee shall mail notice of the Series
DD Demand Redemption Date (such notice being hereinafter called the “Series DD
Demand Redemption Notice”) to the Jefferson County Trustee not more than 10 nor
less than five days prior to the Series DD Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on the Series DD Final
Maturity Date, such date shall be deemed to be the Series DD Demand Redemption
Date without further action (including actions specified in


 


9

















 


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 DD 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 DD Initial Interest Accrual Date to the Series DD
Demand Redemption Date.  If a Series DD
Redemption Demand is rescinded by the Jefferson County Trustee by written
notice to the Trustee prior to the Series DD Demand Redemption Date, no Series
DD 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 DD
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 DD 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, BB, CC and EE) 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


 


10

















 


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.


 


 


	
  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 EE” (sometimes called “Bonds of Pollution Control Series EE”),
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 EE to be issued as registered bonds without coupons in


 


11

















 


denominations of a multiple of $1,000; and the
Bonds of Pollution Control Series EE are to be substantially in the form and
tenor following, to-wit:


 


(Form of Bonds of Pollution Control Series EE)


 


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, 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 EE


 


	
  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 EE Demand
Redemption Date, as hereinafter defined, and to pay on the Series EE Demand
Redemption Date to the Trimble County Trustee, interest hereon from the Series EE
Initial Interest Accrual Date, as hereinafter defined, to the Series EE 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 EE
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,


 


12

















 


October 15, 1993, May 1, 2000, August 1, 2000,
September 1, 2001, March 1, 2002 and March 15, 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 EE. 
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 B (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 November
1, 2027.  The date of maturity of the
obligation represented by the bonds of this Series is hereinafter referred to
as the Series EE Final Maturity Date. 
The bonds of this Series shall bear interest from the Series EE 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


 


13

















 


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 EE 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 EE Initial Interest Accrual Date”) and demanding redemption of the
bonds of this Series.  The Trustee
shall, within 10 days after receiving such Series EE 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 EE 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 EE Demand Redemption Date”).  Notice of the date fixed as and for the
Series EE Demand Redemption Date shall be mailed by the Company to the Trustee
at least 30 days prior to such Series EE Demand Redemption Date.  The date to be fixed by the Company as and
for the Series EE 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 EE
Redemption Demand or (ii) the Series EE Final Maturity Date, provided that if
the Trustee shall not have received such notice fixing the Series EE Demand
Redemption Date within 90 days after receipt by it of the Series EE Redemption
Demand, the Series EE Demand Redemption Date shall be deemed to be the earlier
of (i) the 120th day after receipt by the Trustee of the Series EE Redemption
Demand or (ii) the Series EE Final Maturity Date.  The Trustee shall mail notice of the Series EE Demand Redemption
Date (such notice being hereinafter called the “Series EE Demand Redemption
Notice”) to the Trimble County Trustee not more than 10 nor less than five days
prior to the Series EE Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on the Series EE Final Maturity Date, such date shall be
deemed to be the Series EE 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 EE 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 EE Initial Interest Accrual Date to the Series EE Demand
Redemption Date.  If a Series EE
Redemption Demand is rescinded by the Trimble County Trustee by written notice
to the Trustee prior to the Series EE Demand Redemption Date, no Series EE
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


 


14

















 


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 EE 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 EE 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 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, BB, CC and DD) 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.


 


15

















 


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, 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


 


16

















 


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 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


 


17

















 


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; 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 DD AND EE


 


Section 2.01.          There is hereby created, for issuance
under the Original Indenture, a series of bonds designated Pollution Control
Series DD, each of which shall bear the descriptive title “First Mortgage
Bonds, Pollution Control Series DD” and the form thereof shall contain suitable
provisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series DD
shall be printed, lithographed or typewritten and shall be substantially of the
tenor and purport previously recited. 
The Bonds of Pollution Control Series DD 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 DD
shall be dated as of the date of their authentication.


 


The Bonds of Pollution Control
Series DD 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 DD is November 1,
2027.  The date of maturity of the
obligation represented by the Bonds of Pollution Control Series DD is
hereinafter referred to as the Series DD Final Maturity Date.  The Bonds of Pollution Control Series DD
shall bear interest from the Series DD 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 DD shall be redeemable in
whole


 


18

















 


upon receipt by the Trustee of a written demand
(hereinafter called a “Series DD 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 DD
Initial Interest Accrual Date”) and demanding redemption of the Bonds of
Pollution Control Series DD.  The
Trustee shall, within 10 days after receiving such Series DD 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 DD Redemption Demand, the Company shall
fix a date on which it will redeem the Bonds of Pollution Control Series DD so
demanded to be redeemed (hereinafter called the “Series DD Demand Redemption
Date”).  Notice of the date fixed as the
Series DD Demand Redemption Date shall be mailed by the Company to the Trustee
at least 30 days prior to such Series DD Demand Redemption Date.  The date to be fixed by the Company as and
for the Series DD 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 DD
Redemption Demand or (ii) the Series DD Final Maturity Date, provided that if
the Trustee shall not have received such notice fixing the Series DD Demand
Redemption Date within 90 days after receipt by it of the Series DD Redemption
Demand, the Series DD Demand Redemption Date shall be deemed to be the earlier
of (i) the 120th day after receipt by the Trustee of the Series DD Redemption
Demand or (ii) the Series DD Final Maturity Date.  The Trustee shall mail notice of the Series DD Demand Redemption
Date (such notice being hereinafter called the “Series DD Demand Redemption
Notice”) to the Jefferson County Trustee not more than 10 nor less than five
days prior to the Series DD Demand Redemption Date.  Notwithstanding the foregoing, if a default to which this
paragraph is applicable is existing on the Series DD Final Maturity Date, such
date shall be deemed to be the Series DD 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 DD shall be redeemed by the
Company on the Series DD 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 DD Initial Interest Accrual
Date to the Series DD Demand Redemption Date. 
If a Series DD Redemption Demand is rescinded by the Jefferson County
Trustee by written notice to the Trustee prior to the Series DD Demand
Redemption Date, no Series DD Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled, and interest on the Bonds of
Pollution Control Series DD 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 DD; 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 DD shall bear
interest at the rate per annum set forth in Section 2.01 hereof, from the
Series DD Interest Accrual Date, as specified in a written notice to the
Trustee from the Jefferson County Trustee, and the principal


 


19

















 


of and interest on the Bonds of Pollution Control
Series DD from the Series DD 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 DD Redemption Demand or a rescission thereof or a written
notice required by this Section 2.02, and such Series DD Redemption Demand,
rescission 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 DD 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 DD 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, BB, CC and EE) 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 EE, each of which shall bear the descriptive title “First Mortgage
Bonds, Pollution Control Series EE” and the form thereof shall contain suitable
provisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series EE
shall be printed, lithographed or typewritten and shall be substantially of the
tenor and purport previously recited. 
The Bonds of Pollution Control Series EE 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 EE shall be dated as of the
date of their authentication.


 


The Bonds of Pollution Control
Series EE shall be payable, both as to principal and


 


20

















 


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 EE is November 1, 2027.  The date of maturity of the obligation
represented by the Bonds of Pollution Control Series EE is hereinafter referred
to as the Series EE Final Maturity Date. 
The Bonds of Pollution Control Series EE shall bear interest from the
Series EE Initial Interest Accrual Date, as hereinafter defined, at the same
rate or rates then and thereafter from time to 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 EE shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a “Series EE 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 EE Initial Interest Accrual Date”) and
demanding redemption of the Bonds of Pollution Control Series EE.  The Trustee shall, within 10 days after
receiving such Series EE 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 EE Redemption Demand, the Company shall fix a date on which it
will redeem the Bonds of Pollution Control Series EE so demanded to be redeemed
(hereinafter called the “Series EE Demand Redemption Date”).  Notice of the date fixed as the Series EE
Demand Redemption Date shall be mailed by the Company to the Trustee at least
30 days prior to such Series EE Demand Redemption Date.  The date to be fixed by the Company as and
for the Series EE 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 EE
Redemption Demand or (ii) the Series EE Final Maturity Date, provided that if
the Trustee shall not have received such notice fixing the Series EE Demand
Redemption Date within 90 days after receipt by it of the Series EE Redemption
Demand, the Series EE Demand Redemption Date shall be deemed to be the earlier
of (i) the 120th day after receipt by the Trustee of the Series EE Redemption
Demand or (ii) the Series EE Final Maturity Date.  The Trustee shall mail notice of the Series EE Demand Redemption
Date (such notice being hereinafter called the “Series EE Demand Redemption
Notice”) to the Trimble County Trustee not more than 10 nor less than five days
prior to the Series EE Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on the Series EE Final Maturity Date, such date shall be
deemed to be the Series EE 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 EE shall be redeemed by the Company on the Series
EE 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


 


21

















 


rate per annum set forth in Section 2.04 hereof,
from the Series EE Initial Interest Accrual Date to the Series EE Demand
Redemption Date.  If a Series EE
Redemption Demand is rescinded by the Trimble County Trustee by written notice
to the Trustee prior to the Series EE Demand Redemption Date, no Series EE
Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled, and interest on the Bonds of Pollution Control Series
EE 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 EE;
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 EE shall bear
interest at the rate per annum set forth in Section 2.04 hereof, from the
Series EE 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 EE from the Series EE 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 EE Redemption Demand or a rescission thereof or a written
notice required by this Section 2.05, and such Series EE 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 EE 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 EE 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, BB, CC and DD) 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,


 


22

















 


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 DD and the Trimble County Trustee as the registered holder of
the Bonds of Pollution Control Series EE 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 DD or Bonds
of Pollution Control Series EE 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


 


23

















 


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 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 15th 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:


 


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.


 


THERE IS
EXCEPTED from that portion of the above described property
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 the above described property the parcel
conveyed to Henry Vogt Machine Co. by Deed dated April 12, 1967, of record in
Deed Book 4113, page 332, in the office aforesaid.


 


A-1

















 


The above described property is part of the same property conveyed to
Henry Vogt Machine Co. by Deed dated August 24, 1979 of record in Deed Book
5117, Page 961 in the Office of the Clerk of Jefferson County, Kentucky.


 


Being part of the same property conveyed to Louisville Gas and Electric
Company by Deed dated December 28, 2000, of record in Deed Book 07569, Page
0731, in the office aforesaid.


 


A-2