EXHIBIT 4.41


 


SUPPLEMENTAL INDENTURE


 


FROM


 


LOUISVILLE GAS AND ELECTRIC COMPANY


 


TO


 


BNY MIDWEST TRUST COMPANY

TRUSTEE


 


 












 


DATED OCTOBER 1, 2002


 












 


SUPPLEMENTAL TO TRUST INDENTURE


 


DATED NOVEMBER 1, 1949


 

















 


Table of Contents


 


	
  Parties

  
	
  Recitals

  
	
  Form of
  Bonds of Pollution Control Series FF

  
	
  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 FF.

  
	
   

  	
   

  
	
  Section 2.01-

  	
  Terms of Bonds of Pollution Control Series
  FF

  
	
  Section 2.02-

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

  
	
  Section 2.03-

  	
  Bonds of Pollution Control Series FF
  deemed fully paid upon payment of corresponding Pollution Control Revenue
  Bonds

  
	
  Section 2.04-

  	
  Interchangeability of bonds

  
	
  Section 2.05-

  	
  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

  



 


i

















 


Supplemental Indenture,
made as of the 1st day of October, 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 BNY Midwest Trust Company,
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, successor to Harris
Trust and Savings Bank, 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 Company has heretofore issued in
accordance with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 15, 2002, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series DD,” bearing interest as
provided therein and maturing November 1, 2027, and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series EE,” bearing
interest as provided therein and maturing November 1, 2027; and


 


WHEREAS, the County of Trimble in the Commonwealth of
Kentucky (the “County”) has agreed to issue $41,665,000 principal amount of its
Pollution Control Revenue Bonds, 2002 Series A (Louisville Gas and Electric
Company Project) (the “Pollution Control Revenue Bonds”) pursuant to the
provisions of the Indenture of Trust, dated as of July 1, 2002 (the “Pollution
Control Indenture”), between and among Trimble County and Deutsche Bank Trust
Company Americas, as Trustee, Paying Agent and Bond Registrar (said Trustee or
any successor trustee under the Pollution Control Indenture being hereinafter
referred to as the “Pollution Control Trustee”); and


 


WHEREAS, the proceeds of the Pollution Control Revenue
Bonds (other than any accrued interest, if any, thereon) will be loaned by the
County to the Company pursuant to the provisions of a Loan Agreement, dated as
of July 1, 2002, between the County and the Company (the “Agreement”), to pay
and discharge $41,665,000 in outstanding principal amount of “County of
Trimble, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and Electric
Company Project) 1990 Series B,” dated November 20, 1990 (the “1990 Bonds”) on
the date of issuance of the Pollution Control Revenue Bonds.  The 1990 Bonds were issued to finance the
cost of construction of certain air and water pollution control facilities at
the Trimble County Generating Station of the Company, which facilities are
hereinafter sometimes referred to as the “1990 Project,” which 1990 Project is
located in the County and which 1990 Project is more fully described in Exhibit
A-1 to the Agreement; and


 


WHEREAS, payments by the Company under and pursuant to
the Agreement have been assigned by the County to the Pollution Control Trustee
in order to secure the payment of the Pollution Control Revenue Bonds; and


 


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


 


6

















 


(Form
of Bonds of Pollution Control Series FF)


 


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 July 1,
2002, from the County of Trimble, Kentucky, to Deutsche Bank Trust Company
Americas, 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 FF


 


	
  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 Deutsche Bank Trust
Company Americas, as Trustee under the Indenture of Trust (the “Pollution
Control Indenture”) dated as of July 1, 2002, from the County of Trimble,
Kentucky, to Deutsche Bank Trust Company Americas, or any successor trustee
under the Pollution Control Indenture (the “Pollution Control Trustee”) and at
the office of BNY Midwest Trust Company, Chicago, Illinois, successor to Harris
Trust and Savings Bank (the “Trustee”) the sum of
                 
Dollars in lawful money of the United States of America on the Demand
Redemption Date, as hereinafter defined, and to pay on the Demand Redemption
Date to the Pollution Control Trustee, interest hereon from the Initial
Interest Accrual Date, as hereinafter defined, to the Demand Redemption Date at
the same rate or rates per annum then and thereafter from time to time borne by
the Pollution Control Revenue 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 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, March 15, 


 


7

















 


2002
and October 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 FF.  The bonds of this Series have been issued to
the Pollution Control Trustee under the Pollution Control Indenture to secure
payment of the Pollution Control Revenue Bonds, 2002 Series A (Louisville Gas
and Electric Company Project) (the “Pollution Control Revenue Bonds”) issued by
the County of Trimble, Kentucky (the “County”) under the Pollution Control
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 July 1, 2002 (the
“Agreement”) between the Company and the County.  The maturity of the obligation represented by the bonds of this
Series is October 1, 2032.  The date of
maturity of the obligation represented by the bonds of this Series is
hereinafter referred to as the Final Maturity Date.  The bonds of this Series shall bear interest from the 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 Pollution Control
Revenue 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 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
Pollution Control Indenture and the Pollution Control 


 


8

















 


Revenue Bonds) on the Pollution
Control Revenue Bonds, whether at maturity, by tender for purchase, by
acceleration, by sinking fund, redemption or otherwise, as and when the same
becomes due, the bonds of this Series shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a “Redemption Demand”)
from the Pollution Control 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 Pollution Control Indenture, specifying the last date to which
interest on the Pollution Control Revenue Bonds has been paid (such date being
hereinafter referred to as the “Initial Interest Accrual Date”) and demanding
redemption of the bonds of this Series. 
The Trustee shall, within 10 days after receiving such Redemption
Demand, mail a copy thereof to the Company marked to indicate the date of its
receipt by the Trustee.  Promptly upon
receipt by the Company of such copy of a Redemption Demand, the Company shall
fix a date on which it will redeem the bonds of this Series so demanded to be
redeemed (hereinafter called the “Demand Redemption Date”).  Notice of the date fixed as and for the
Demand Redemption Date shall be mailed by the Company to the Trustee at least
30 days prior to such Demand Redemption Date. 
The date to be fixed by the Company as and for the Demand Redemption
Date may be any date up to and including the earlier of (i) the 120th day after
receipt by the Trustee of the Redemption Demand or (ii) the Final Maturity
Date, provided that if the Trustee shall not have received such notice fixing
the Demand Redemption Date within 90 days after receipt by it of the Redemption
Demand, the Demand Redemption Date shall be deemed to be the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) the
Final Maturity Date.  The Trustee shall
mail notice of the Demand Redemption Date (such notice being hereinafter called
the “Demand Redemption Notice”) to the Pollution Control Trustee not more than
10 nor less than five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on the Final Maturity Date,
such date shall be deemed to be the Demand Redemption Date without further
action (including actions specified in this paragraph) by the Pollution Control
Trustee, the Trustee or the Company. 
The bonds of this Series shall be redeemed by the Company on the Demand
Redemption Date, upon surrender thereof by the Pollution Control 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 Initial Interest Accrual Date to the Demand Redemption
Date.  If a Redemption Demand is rescinded
by the Pollution Control Trustee by written notice to the Trustee prior to the
Demand Redemption Date, no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled, and interest on the bonds of
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 Initial Interest Accrual Date, as specified in a written notice
to the Trustee from the Pollution Control Trustee, and the principal of and
interest 


 


9

















 


on
the bonds of this Series from the 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 Pollution
Control Revenue Bonds, whether at maturity or prior to maturity by redemption
or otherwise, and the surrender thereof to and cancellation thereof by the
Pollution Control Trustee (other than any Pollution Control Revenue Bond that
was cancelled by the Pollution Control Trustee and for which one or more other
Pollution Control Revenue Bonds were delivered and authenticated pursuant to
the Pollution Control Indenture in lieu of or in exchange or substitution for
such cancelled Pollution Control Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the Pollution Control
Indenture, bonds of this Series in a principal amount equal to the principal
amount of the Pollution Control Revenue Bonds so surrendered and cancelled or
for the provision for which payment has been made shall be deemed fully paid
and the obligations of the Company thereunder shall be terminated, and such
bonds of this Series shall be surrendered by the Pollution Control 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 that the
Bond Insurer (as such term is defined in the Pollution Control Indenture), at
the request of the Company, consents to the release of the bonds of this Series
as security for the Pollution Control Revenue Bonds, provided that in no event
shall that date be later than the date as of which all bonds issued under the
Indenture prior to the date of initial issuance of this bond (and excluding
bonds of this Series and First Mortgage Bonds, Pollution Control Series Y, Z,
AA, BB, CC, DD 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 Pollution Control
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 BNY Midwest Trust Company, as Trustee under the Indenture, or its successor
thereunder.


 


10

















 


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, 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 BNY Midwest
Trust Company, 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:


 


11

















 


ARTICLE I.


 


SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE
ORIGINAL INDENTURE


 


Section 1.01.                             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; 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 


 


12

















 


as are set forth in the Indenture.


 


ARTICLE II.


 


Provisions Of
Bonds Of Pollution Control Series FF


 


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


 


The Bonds of Pollution Control
Series FF 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 FF is October 1,
2032.  The date of maturity of the
obligation represented by the Bonds of Pollution Control Series FF is
hereinafter referred to as the Final Maturity Date.  The Bonds of Pollution Control Series FF shall bear interest from
the Initial Interest Accrual Date, as hereinafter defined, at the same rate or
rates then and thereafter from time to time borne by the Pollution Control
Revenue 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 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 Pollution Control Indenture and the Pollution Control Revenue
Bonds) on the Pollution Control Revenue Bonds, whether at maturity, by tender
for purchase, by acceleration, by sinking fund, redemption or otherwise, as and
when the same becomes due, the Bonds of Pollution Control Series FF shall be
redeemable in whole upon receipt by the Trustee of a written demand
(hereinafter called a “Redemption Demand”) from the Pollution Control 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 Pollution Control
Indenture, specifying the last date to which interest on the Pollution Control
Revenue Bonds has been paid (such date being hereinafter referred to as the
“Initial Interest Accrual Date”) and demanding redemption of the Bonds of Pollution
Control Series FF.  The Trustee shall,
within 10 days after receiving such Redemption Demand, mail a copy thereof to
the Company marked to indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date on which it will
redeem the Bonds of Pollution Control Series FF so demanded to be redeemed
(hereinafter called the “Demand Redemption Date”).  Notice of the date fixed as the Demand Redemption Date shall be
mailed by the Company to the Trustee at least 30 days prior to such Demand
Redemption Date.  The date to 


 


13

















 


be fixed by the Company as and
for the Demand Redemption Date may be any date up to and including the earlier
of (i) the 120th day after receipt by the Trustee of the Redemption Demand or
(ii) the Final Maturity Date, provided that if the Trustee shall not have
received such notice fixing the Demand Redemption Date within 90 days after
receipt by it of the Redemption Demand, the Demand Redemption Date shall be
deemed to be the earlier of (i) the 120th day after receipt by the Trustee of
the Redemption Demand or (ii) the Final Maturity Date.  The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the “Demand Redemption
Notice”) to the Pollution Control Trustee not more than 10 nor less than five
days prior to the Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on the Final Maturity Date, such date shall be deemed to
be the Demand Redemption Date without further action (including actions
specified in this paragraph) by the Pollution Control Trustee, the Trustee or
the Company.  The Bonds of Pollution
Control Series FF shall be redeemed by the Company on the Demand Redemption
Date, upon surrender thereof by the Pollution Control 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 Initial Interest Accrual Date to the Demand Redemption Date.  If a Redemption Demand is rescinded by the
Pollution Control Trustee by written notice to the Trustee prior to the Demand
Redemption Date, no Demand Redemption Notice shall be given, or, if already
given, shall be automatically annulled, and interest on the Bonds of Pollution
Control Series FF 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 FF; 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 FF shall bear interest
at the rate per annum set forth in Section 2.01 hereof, from the Interest
Accrual Date, as specified in a written notice to the Trustee from the
Pollution Control Trustee, and the principal of and interest on the Bonds of
Pollution Control Series FF from the 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 Redemption Demand or a rescission thereof or a written notice
required by this Section 2.02, and such Redemption Demand, rescission or notice
shall be of no force or effect, unless it is executed in the name of the
Pollution Control Trustee by one of its Vice Presidents.


 


Section 2.03.                             Upon
payment of the principal of and premium, if any, and interest on the Pollution
Control Revenue Bonds, whether at maturity or prior to maturity by redemption
or otherwise, and the surrender thereof to and cancellation thereof by the
Pollution Control Trustee (other than any Pollution Control Revenue Bond that
was cancelled by the Pollution Control Trustee and for which one or more other
Pollution Control Revenue Bonds were delivered and 


 


14

















 


authenticated pursuant to the
Pollution Control Indenture in lieu of or in exchange or substitution for such
cancelled Pollution Control Revenue Bond), or upon provision for the payment
thereof having been made in accordance with the Pollution Control Indenture, Bonds
of Pollution Control Series FF in a principal amount equal to the principal
amount of the Pollution Control Revenue Bonds so surrendered and cancelled or
for the provision for which payment has been made shall be deemed fully paid
and the obligations of the Company thereunder shall be terminated, and such
Bonds of Pollution Control Series FF shall be surrendered by the Pollution
Control 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 that the Bond Insurer (as such term
is defined in the Pollution Control Indenture), at the request of the Company,
consents to the release of the bonds of this Series as security for the
Pollution Control Revenue Bonds, provided that in no event shall that date be
later than the date as of which all bonds issued under the Indenture prior to
the date of initial issuance of this bond (and excluding bonds of this Series
and First Mortgage Bonds, Pollution Control Series Y, Z, AA, BB, CC, DD 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 Pollution Control Trustee to the Trustee whereupon
the Bonds of said Series so surrendered shall be cancelled by the Trustee.


 


Section 2.04.                             Prior
to the Release Date, the Pollution Control Trustee as the registered holder of
the Bonds of Pollution Control Series FF 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 2.05 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 2.05.                             No
charge shall be made by the Company for any exchange or transfer of Bonds of
Pollution Control Series FF 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 


 


15

















 


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 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.


 


16

















 


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 October, 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNY Midwest Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	 

	
   

  	
   

  	
   

  	
  J. Bartolini

  	 

	
   

  	
   

  	
   

  	
  Vice
  President

  	 

	
   

  	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C. Potter

  Assistant Secretary

  	
   

  	
   

  	
   

  



 


17

















 


	
  Commonwealth of

  	
  )

  
	
  Kentucky

  	
  )

  	
  SS:

  
	
   

  	
  )

  
	
  County of Jefferson

  	
  )

  



 


 


BE IT REMEMBERED that on this
            day
of               ,
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
               ,
2002.


 


 


	
   

  	
  Notary
  Public

  Kentucky, Commonwealth at Large

  
	
   

  	
   

  
	
   

  	
  (Notarial Seal)

  
	
   

  	
   

  
	
   

  	
  My
  Commission
  Expires:                                            

  



 


18

















 


	
  State of Illinois

  	
  )

  	
  SS:

  
	
   

  	
  )

  
	
  County of Cook

  	
  )

  



 


 


BE IT REMEMBERED that on
this            day
of               ,
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 BNY Midwest Trust Company, 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               ,
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

  	
   

  	
   

  



 


19