EXHIBIT 4.51


 




 





 


Supplemental Indenture


 


Dated September 1, 2002


 












 


KENTUCKY UTILITIES
COMPANY


 


TO


 


U.S. BANK NATIONAL
ASSOCIATION

AND RICHARD PROKOSCH,

AS TRUSTEES


 












 


(SUPPLEMENTAL TO THE
INDENTURE OF MORTGAGE OR DEED OF TRUST DATED

MAY 1, 1947, AS AMENDED, HERETOFORE EXECUTED BY KENTUCKY UTILITIES

COMPANY TO CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY

OF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES.)


 












 


(PROVIDING
FOR FIRST MORTGAGE BONDS,

POLLUTION CONTROL SERIES NO. 16

DUE OCTOBER 1, 2032)


 




 





 

















 


THIS SUPPLEMENTAL INDENTURE, dated September 1, 2002, made and entered
into by and between KENTUCKY UTILITIES COMPANY, a corporation organized and
existing under the laws of the Commonwealths of Kentucky and Virginia
(hereinafter commonly referred to as the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association having its office or place of
business in the City of Chicago, Cook County, State of Illinois, formerly named
First Trust of Illinois, National Association, successor to Bank of America
Illinois, formerly named Continental Bank, National Association and Continental
Illinois National Bank and Trust Company of Chicago (hereinafter commonly
referred to as the “Trustee”), and Richard Prokosch (successor Co-Trustee), of
the City of St. Paul, County of Ramsey, State of Minnesota, as Trustees under
the Indenture of Mortgage or Deed of Trust dated May 1, 1947, as modified and
amended by the several indentures supplemental thereto heretofore executed by
and between the Company and the Trustees from time to time under said Indenture
of Mortgage or Deed of Trust; said Indenture of Mortgage or Deed of Trust, as
so modified and amended, being hereinafter commonly referred to as the
“Indenture”; and said Trustees under the Indenture being hereinafter commonly
referred to as the “Trustees” or the “Trustees under the Indenture”;
Witnesseth:


 


WHEREAS, the Company, by resolution of its Board of Directors or the
Pricing Committee thereof duly adopted, has determined to issue forthwith an
additional series of its bonds to be secured by the Indenture, as hereby
modified and amended, such bonds to be known and designated as First Mortgage
Bonds, Pollution Control Series No. 16 (hereinafter sometimes referred to as
the “bonds of Series No. 16” or the “bonds of said Series”), and to be
authorized, authenticated and issued only as registered bonds without coupons;
and


 


WHEREAS, the County of Carroll in the Commonwealth of
Kentucky (the “County”) has agreed to issue $96,000,000 in principal amount of
its Pollution Control Revenue Bonds, 2002 Series C (Kentucky Utilities Company
Project) (the “Revenue Bonds”), which will be issued pursuant to the provisions
of the Indenture of Trust dated as of July 1, 2002 (the “County Indenture”),
between the County and Deutsche Bank Trust Company Americas, as Trustee, Paying
Agent and Bond Registrar (said Trustee or any successor trustee under the
County Indenture dated as of July 1, 2002, hereinafter mentioned, being
hereinafter referred to as the “County Trustee”); and


 


WHEREAS, the proceeds of the
Revenue Bonds (other than any accrued interest, if any, thereon) will be loaned
by the County to the Company pursuant to the provisions of the Loan Agreement,
dated as of July 1, 2002, between the County and the Company (the “Agreement”),
to pay and discharge $96,000,000 in outstanding principal amount of
“County of Carroll, Kentucky, Collateralized Pollution Control Revenue Bonds,
(Kentucky Utilities Company Project), 1992 Series A” (the “Refunded
Bonds”) on or prior to the date of issuance of the Revenue Bonds.  The Refunded Bonds were issued to refinance
the cost of construction of certain
air, solid waste and water pollution control facilities at the Ghent Generating
Station of the Company, which facilities
are hereinafter sometimes referred to as the “Project,” which


 

















 


Project is located in the County
and which Project is more fully described in Exhibit A to the Agreement; and


 


WHEREAS, payments by the Company under and pursuant to
the Agreement have been assigned by the County to the County Trustee in order
to secure the payment of the Revenue Bonds; and in order to further secure the
payment of the Revenue Bonds, the Company desires to issue its bonds of Series
No. 16 to the County Trustee as provided in the Agreement; and


 


WHEREAS, the Company desires, in accordance with the provisions of
Article I, Section 6(e) of Article II and Article XVI of the Indenture, to
execute this supplemental indenture for the purpose of creating and authorizing
its bonds of Series No. 16 and modifying
or amending certain provisions of the Indenture in the particulars and to the
extent hereinafter in this supplemental indenture specifically provided; and


 


WHEREAS, the execution and delivery by the Company of this supplemental
indenture have been duly authorized by the Board of Directors of the Company or
the Pricing Committee thereof, and the Company has requested, and hereby
requests, the Trustees to enter into and join with the Company in the execution
and delivery of this supplemental indenture; and


 


WHEREAS, the bonds of Series No. 16
are to be authorized, authenticated and issued only in the form of registered
bonds without coupons, and each of such bonds shall be substantially in the
following form, to wit:


 


(Form of face of bond of Series No. 16)


 


This bond is nontransferable except as may be required
to effect a transfer to any successor trustee under the Indenture of Trust
dated as of July 1, 2002, hereinafter referred to.


 


	
  No.                       

  	
   

  	
  $                       

  



 


Kentucky Utilities
Company

First Mortgage Bond, Pollution Control Series No. 16

Due October 1, 2032


 


Kentucky Utilities Company, a Kentucky and Virginia corporation
(hereinafter referred to as the “Company”), for value received, hereby promises
to pay to Deutsche Bank Trust Company Americas, as Trustee under the Indenture
of Trust (the “County Indenture”) dated July 1, 2002, from the County of
Carroll, Kentucky, (the “County”) to Deutsche Bank Trust Company Americas or
any successor trustee under the County Indenture (the “County Trustee”), the
principal sum of Ninety-Six Million Dollars on the Demand Redemption Date,
as hereinafter defined, and to pay on the Demand Redemption Date to the County
Trustee interest on said sum from the Initial Interest Accrual Date, as hereinafter
defined, to the Demand Redemption Date, at the interest rate or rates
determined for the “Interest Rate Mode” (as described in Section 2.02 of the
County Indenture) applicable to the Revenue Bonds referred to on the reverse
hereof as


 


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selected from time to time by the Company, subject to
the provisions hereinafter set forth in the event of a rescission of a
Redemption Demand, as hereinafter defined. 
Both the principal of and the interest on this bond shall be payable at
the office or agency of the Company in Chicago, Illinois, in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts.


 


The provisions of this bond are continued on the reverse side hereof
and such continued provisions shall have the same effect, for all purposes, as
though fully set forth at this place. 
This bond shall not be valid or become obligatory for any purpose unless
and until it shall have been authenticated by the execution by the Trustee or
its successor in trust under the Indenture of the Trustee’s Certificate
endorsed hereon.


 


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


 


	
  Dated as of

  	
   

  
	
   

  	
   

  
	
   

  	
  Kentucky
  Utilities Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  



 


(Form of reverse side of
bond of Series No. 16)


 


This bond is one of the bonds of the Company issued and to be issued
from time to time under and in accordance with and all secured by the indenture
of mortgage or deed of trust dated May 1, 1947, executed and delivered by the
Company to U.S. Bank National Association, successor to Bank of America
Illinois (formerly Continental Bank, National Association and formerly
Continental Illinois National Bank and Trust Company of Chicago and hereinafter
referred to as the “Trustee”) and Edmond B. Stofft, as Trustees, and the
indentures supplemental thereto heretofore executed and delivered by the
Company to the Trustees under said indenture of mortgage, including the
indenture supplemental thereto dated September 1, 2002, executed and delivered
by the Company to said U.S. Bank National Association and Richard Prokosch
(successor Co-Trustee), as Trustees (collectively the “Trustees”), prior to the
authentication of this bond (said indenture of mortgage and said supplemental
indentures being hereinafter referred to, collectively, as the
“Indenture”).  Reference to the Indenture
and to all supplemental indentures, if any, hereafter executed pursuant to the
Indenture is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security and the rights of the holders
and registered owners of said bonds and of the Trustees and of the Company in
respect


 


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of such security. 
By the terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of maturity, rate of
interest, redemption provisions, medium of payment and in other respects as in
the Indenture provided.


 


This bond is one of a series of bonds of the Company issued under the
Indenture and designated as First Mortgage Bonds, Pollution Control Series No.
16 (hereinafter called the “bonds of Series No. 16” or the “bonds of said
Series”).  The bonds of Series No. 16
have been issued to the County Trustee under the County Indenture to secure
payment of the Pollution Control Revenue Bonds, 2002 Series C (Kentucky
Utilities Company Project) (the “Revenue Bonds”), issued by the County under
the County Indenture, the proceeds of which (other than any accrued interest
thereon) have been loaned to the Company pursuant to the provisions of the Loan
Agreement dated as of July 1, 2002 (the “Agreement”), between the Company and
the County.


 


Except as provided in the next succeeding paragraph, in the event of a
default under Section 9.1 of the Agreement or in the event of a default in the
payment of the principal of, premium, if any, or interest (and such default in
the payment of interest continues for the full grace period, if any, permitted
by the County Indenture and the Revenue Bonds) on the Revenue Bonds, whether at
maturity, by tender for purchase, by acceleration, by sinking fund, redemption
or otherwise, as and when the same becomes due, the bonds of Series No. 16
shall be redeemable in whole upon receipt by the Trustee of a written demand
(hereinafter called a “Redemption Demand”) from the County Trustee stating that
there has been such a default, stating that it is acting pursuant to the
authorization granted by Section 9.02(c) of the County Indenture, specifying
the last date to which interest on the Revenue Bonds has been paid (such date
being hereinafter referred to as the “Initial Interest Accrual Date”) and
demanding redemption of the bonds of Series No. 16.  The Trustee shall, within 10 days after receiving such Redemption
Demand, mail a copy thereof to the Company marked to indicate the date of its
receipt by the Trustee.  Promptly upon
receipt by the Company of such copy of a Redemption Demand, the Company shall
fix a date on which it will redeem the bonds of Series No. 16 so demanded to be
redeemed (hereinafter called the “Demand Redemption Date”).  Notice of the date fixed as and for the
Demand Redemption Date shall be mailed by the Company to the Trustee at least
30 days prior to such Demand Redemption Date. 
The date to be fixed by the Company as and for the Demand Redemption Date
may be any date up to and including the earlier of (i) the 120th day after
receipt by the Trustee of the Redemption Demand or (ii) October 1, 2032,
provided that if the Trustee shall not have received such notice fixing the
Demand Redemption Date within 90 days after receipt by it of the Redemption
Demand, the Demand Redemption Date shall be deemed to be the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) October
1, 2032.  The Trustee shall mail notice
of the Demand Redemption Date (such notice being hereinafter called the “Demand
Redemption Notice”) to the County Trustee not more than 10 nor less than five
days prior to the Demand Redemption Date. 
Notwithstanding the foregoing, if a default to which this paragraph is
applicable is existing on October 1, 2032, such date shall be deemed to be the
Demand Redemption Date without further action (including actions specified in
this paragraph) by the County Trustee, the Trustee or the Company.  The bonds of Series No. 16 shall be redeemed
by the Company on the Demand Redemption Date, upon surrender thereof by the
County Trustee to the Trustee, at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate or rates then 


 


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applicable to the Revenue Bonds or determined under
the provisions of the County Indenture from the Initial Interest Accrual Date
to the Demand Redemption Date.  If a
Redemption Demand is rescinded by the County Trustee by written notice to the
Trustee prior to the Demand Redemption Date, no Demand Redemption Notice shall
be given, or, if already given, shall be automatically annulled, and interest
on the bonds of Series No. 16 shall cease to accrue, all interest accrued
thereon shall be automatically rescinded and cancelled and the Company shall
not be obligated to make any payments of principal of or interest on the bonds
of said Series; but no such rescission shall extend to or affect any subsequent
default or impair any right consequent thereon.


 


In the event that all of the bonds outstanding under the Indenture
shall have become immediately due and payable, whether by declaration or
otherwise, and such acceleration shall not have been annulled, the bonds of
Series No. 16 shall bear interest at the rate or rates applicable to the
Revenue Bonds from the Initial Interest Accrual Date, as specified in a written
notice to the Trustee from the County Trustee, and the principal of and
interest on the bonds of said Series from the Initial Interest Accrual Date
shall be payable in accordance with the provisions of Article X of the
Indenture.


 


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


 


No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture or any indenture supplemental thereto, to or against
any incorporator, stockholder, officer or director, past, present or future, of
the Company, or of any predecessor or successor corporation, either directly or
through the Company or such predecessor or successor corporation, under any
constitution or


 


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statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of incorporators, stockholders,
directors and officers being waived and released by the registered owner hereof
by the acceptance of this bond and being likewise waived and released by the
terms of the Indenture.


 


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


 


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


 


Trustee’s Certificate


 


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


 


	
   

  	
  U.S.
  Bank National Association

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustee to the Company, and of other good and
valuable considerations, the receipt whereof is hereby acknowledged, and for
the purpose of further assuring to the Trustees under the Indenture their title
to, or lien upon, the property hereinafter described, under and pursuant to the
terms of the Indenture and for the purpose of further securing the due and
punctual payment of the principal of and interest and the premium, if any, on
all bonds which have been heretofore or shall be hereafter issued under the
Indenture and indentures supplemental thereto and which shall be at any time
outstanding thereunder and secured thereby, and for the purpose of securing the
faithful performance and observance of all the covenants and conditions set
forth in the Indenture and/or in any indenture supplemental thereto, the
Company has given, granted, bargained, sold, transferred, assigned, pledged,
mortgaged, warranted the title to and conveyed, and by these presents does
give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the
title to and convey unto U.S. BANK NATIONAL ASSOCIATION AND RICHARD PROKOSCH,
as Trustees under the Indenture as therein provided, and the successors in the
trusts thereby created, and to their assigns, all the right, title and interest
of the Company in and to any and all premises, plants, property, leases and
leaseholds, franchises, permits, rights and powers, of every kind and
description, real and personal (1) which have been acquired by the


 


6

















 


Company through construction, purchase, consolidation
or merger, or otherwise, and which at the date hereof are owned by the Company,
and (2) which shall be acquired by the Company, through construction, purchase,
consolidation, merger, or otherwise, on or subsequent to the date hereof,
together, in each case, with the rents, issues, products and profits therefrom,
excepting, however, and there is hereby expressly reserved
and excluded from the lien and effect of the Indenture and of this supplemental
indenture, all right, title and interest of the Company, now owned,
or hereinafter acquired, in and to (a) all cash, bonds, shares of stock,
obligations and other securities not deposited with the Trustee or Trustees
under the Indenture, and (b) all accounts and bills receivable, judgments
(other than for the recovery of real property or establishing a lien or charge
thereon or right therein) and choses in action not specifically assigned to and
pledged with the Trustee or Trustees under the Indenture, and (c) all lamps and
supplies, machinery, appliances, goods, wares, merchandise, commodities,
equipment, apparatus, materials and/or supplies acquired or held by the Company
for sale, lease, rental or consumption in the ordinary course of business, and
(d) the last day of each of the demised terms created by any lease of property
leased to the Company and under each and every renewal of any such lease, the
last day of each and every such demised term being hereby expressly reserved to
and by the Company, and (e) all gas, oil, ore, copper and other minerals now or
hereafter existing upon, within or under any real estate of the Company subject
to, or hereby subjected to, the lien of the Indenture.


 


To Have And To
Hold  all said property, right and interests hereinabove described or
referred to and conveyed, assigned, pledged or mortgaged, or intended to be
conveyed, assigned, pledged or mortgaged, together with the rents, issues,
products and profits therefrom unto said U.S. BANK NATIONAL ASSOCIATION AND
RICHARD PROKOSCH, as Trustees under the Indenture, as hereby modified and
amended, and unto their successor or successors in trust forever, But In Trust Nevertheless, upon the trusts, for the purposes and
subject to all the terms, conditions, provisions and restrictions of the
Indenture, as hereby modified and amended.


 


And upon the considerations and for the purposes aforesaid, and in
order to provide, pursuant to the terms of the Indenture, for the issuance
under the Indenture, as hereby modified and amended, of bonds of Series No. 16
and to fix the terms, provisions and characteristics of the bonds of said
Series, and to modify and amend the Indenture in the particulars and to the
extent hereinafter in this supplemental indenture specifically provided, the
Company hereby covenants and agrees with the Trustees as follows:


 


ARTICLE I.


 


Section
1.  A series of bonds issuable under the
Indenture, as hereby modified and amended, and to be known and designated as
“First Mortgage Bonds, Pollution Control Series No. 16 ‘‘ (hereinafter
sometimes referred to as the “bonds of Series No. 16” or the “bonds of said
Series”), and which shall be executed, authenticated and issued only in the
form of registered bonds without coupons, in denominations of $5,000 and
integral multiples thereof, is hereby created and authorized.  The bonds of said Series shall be payable as
provided in Section 3 of this Article and shall be substantially in the form
thereof hereinbefore recited.  Each bond
of said Series shall be issued to and registered in the name of the County
Trustee and shall be nontransferable except as required to effect any transfer
of bonds of said Series to any successor


 


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trustee under the
County Indenture.  Each bond of said
Series shall be dated as of the date of issuance of the Revenue Bonds.


 


Section
2.  The bonds of Series No. 16 shall
bear interest, and the principal thereof and interest thereon shall be payable,
only to the extent and in the manner provided in Section 3 of this
Article.  The bonds of said Series shall
mature on October 1, 2032.  The bonds of
said Series shall be payable, both as to principal and interest, at the office
or agency of the Company in Chicago, Illinois in any coin or currency of the
United States of America which at the time of payment is legal tender for
public and private debts.


 


The bonds of said Series shall be deemed fully paid, and the
obligations of the Company thereunder shall be terminated, to the extent and in
the manner provided in Section 4 of this Article.


 


Section
3.  (a)  Except as provided in paragraph (b) of this
Section 3, in the event of a default under Section 9.1 of the Agreement or in
the event of a default in the payment of the principal of, premium, if any, or
interest (and such default in the payment of interest continues for the full
grace period, if any, permitted by the County Indenture and the Revenue Bonds)
on the Revenue Bonds, whether at maturity, by tender for purchase, by
acceleration, by sinking fund, redemption or otherwise, as and when the same
becomes due, the bonds of Series No. 16 shall be redeemable in whole upon
receipt by the Trustee of a written demand (hereinafter in this Article called
a “Redemption Demand”) from the County Trustee stating that there has been such
a default, stating that it is acting pursuant to the authorization granted by
Section 9.02(c) of the County Indenture, specifying the last date to which
interest on the Revenue Bonds has been paid (such date being hereinafter
referred to in this Article as the “Initial Interest Accrual Date”) and
demanding redemption of the bonds of Series No. 16.  The Trustee shall, within 10 days after receiving such Redemption
Demand, mail a copy thereof to the Company marked to indicate the date of its
receipt by the Trustee.  Promptly upon
receipt by the Company of such copy of a Redemption Demand, the Company shall
fix a date on which it will redeem the bonds of Series No. 16 so demanded to be
redeemed (hereinafter in this Article called the “Demand Redemption
Date”).  Notice of the date fixed as and
for the Demand Redemption Date shall be mailed by the Company to the Trustee at
least 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as and for the Demand
Redemption Date may be any date up to and including the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) October
1, 2032, provided that if the Trustee shall not have received such notice fixing
the Demand Redemption Date within 90 days after receipt by it of the Redemption
Demand, the Demand Redemption Date shall be deemed to be the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) October
1, 2032.  The Trustee shall mail notice
of the Demand Redemption Date (such notice being hereinafter in this Article
called the “Demand Redemption Notice”) to the County Trustee not more than 10
nor less than five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on October 1, 2032, such date
shall be deemed to be the Demand Redemption Date without further action
(including actions specified in this paragraph) by the County Trustee, the
Trustee or the Company.  The bonds of
Series No. 16 shall be redeemed by the Company on the Demand Redemption Date,
upon surrender thereof by the County Trustee to the Trustee, at a redemption
price equal to the principal amount thereof, plus accrued interest


 


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thereon at the
rate or rates then applicable to the Revenue Bonds or determined under the
provisions of the County Indenture from the Initial Interest Accrual Date to
the Demand Redemption Date.  If a
Redemption Demand is rescinded by the County Trustee by written notice to the
Trustee prior to the Demand Redemption Date, no Demand Redemption Notice shall
be given, or, if already given, shall be automatically annulled, and interest
on the bonds of Series No. 16 shall cease to accrue, all interest accrued
thereon shall be automatically rescinded and cancelled and the Company shall
not be obligated to make any payments of principal of or interest on the bonds
of this Series; but no such rescission shall extend to or affect any subsequent
default or impair any right consequent thereon.


 


(b)           In the event that
all of the bonds outstanding under the Indenture shall have become immediately
due and payable, whether by declaration or otherwise, and such acceleration
shall not have been annulled, the bonds of Series No. 16 shall bear interest at
the rate or rates applicable to the Revenue Bonds from the Initial Interest
Accrual Date, as specified in a written notice to the Trustee from the County
Trustee, and the principal of and interest on the bonds of said Series from the
Initial Interest Accrual Date shall be payable in accordance with the
provisions of Article X of the Indenture.


 


(c)           Anything herein
contained to the contrary notwithstanding, the Trustee is not authorized to
take any action pursuant to a Redemption Demand or a rescission thereof or a
written notice required by paragraph (b) of this Section 3, and such Redemption
Demand, rescission or notice shall be of no force or effect, unless it is executed
in the name of the County Trustee by one of its Vice-Presidents.


 


Section
4.  Upon payment of the principal of and
premium, if any, and interest on the Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, and the surrender thereof to and
cancellation thereof by the County Trustee, or upon provision for the payment
thereof having been made in accordance with Article VIII of the County
Indenture, bonds of Series No. 16 in a principal amount equal to the principal
amount of the Revenue Bonds so surrendered and cancelled shall be surrendered
by the County Trustee to the Trustee, whereupon the bonds of said Series so
surrendered shall be deemed fully paid and the obligations of the Company
thereunder shall be terminated, and such bonds of said Series shall be
cancelled and destroyed by the Trustee by shredding, compacting or other
suitable means and a certificate of such cancellation and destruction shall be
delivered to the Company.  From and
after the Release Date (as defined below), the bonds of Series No. 16 shall be
deemed fully paid, satisfied and discharged and the obligations of the Company
hereunder and thereunder shall be terminated. 
The Release Date shall be the date that the Bond Insurer (as such term
is defined in the County Indenture), at the request of the Company, consents to
the release of the bonds of this Series, as security for the Revenue Bonds,
provided that in no event shall that date be later than the date as of which all bonds issued under the Indenture prior to the
date of initial issuance of the bonds of said Series (and excluding bonds of
said Series and First Mortgage Bonds, Pollution Control Series No. 11, No. 12,
No. 13, No. 14 and No. 15) have been retired through payment, redemption
or otherwise (including those Bonds “deemed to be paid” within the meaning of
that term used in Article XII of the Indenture) at, before or after the
maturity thereof.  On the Release Date,
the bonds of said Series shall be surrendered by the County Trustee to the
Trustee whereupon the bonds of Series No. 16 so surrendered shall be cancelled
by the Trustee.


 


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ARTICLE II.


 


Section
1.  The bonds of Series No. 16 shall be
executed on behalf of the Company and sealed with the corporate seal of the
Company, all in the manner provided in or permitted by Section 6 of Article I
of the Indenture, as follows:


 


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


 


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


 


ARTICLE III.


 


Section 10 of Article III of the Indenture is hereby further amended to
provide that the Company agrees to observe and comply with the provisions of
said section as so amended hereby so long as the bonds of Series No. 16 are
outstanding.  The bonds outstanding on
the date hereof to which said Section 10 applies are No. 8, Series P, Series Q,
Nos. 9, 10 and 11, Series R, Series S, and Nos. 12, 13, 14 and 15.


 


No covenant to provide a maintenance and renewal fund is made in
respect of the bonds of Series No. 16. 
The absence of such a covenant shall not, however, limit the right of
the Company to use, apply or certify bonds of Series No. 16 to comply with, or
to satisfy its obligations under, any provision of the Indenture (including,
without limitation, the provisions of Section 1 of Article VII of the Indenture).


 


The bonds of Series No. 16 are intended to be used as collateral for
and to secure payment of the Revenue Bonds, as hereinabove provided, and,
accordingly, the bonds of Series


 


10

















 


No. 16 shall be dated as of the date of issuance of
the Revenue Bonds and shall bear interest from the Initial Interest Accrual
Date, as hereinabove provided, notwithstanding anything to the contrary
contained in the Indenture with respect to the dating of bonds and the date
from which interest on bonds shall accrue.


 


ARTICLE IV.


 


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


 


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


 


ARTICLE V.


 


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


 


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


 


Section
3.  Each reference in the Indenture, or
in this supplemental indenture, to any article, section, term or provision of
the Indenture shall mean and be deemed to refer to such article, section, term
or provision of the Indenture, as hereby modified and amended, except where the
context otherwise indicates.


 


Section
4.  All the covenants, provisions,
stipulations and agreements in this supplemental indenture contained are and
shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, and of the holders and registered owners from time to
time of the bonds and of the coupons issued and outstanding from time to time
under and secured by the Indenture, as hereby modified and amended.


 


11

















 


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


 


At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness outstanding, or to be
outstanding, under and secured by the Indenture, as hereby modified and amended, is $580,830,000, consisting of and
represented by First Mortgage Bonds, Pollution Control Series No. 8, Series P,
Series Q, Pollution Control Series No. 9 and 10, Series R, Series S and Series
No. 11, No. 12, No. 13, No. 14, No. 15 and No. 16 of the Company, as follows:


 


	
  Series

  	
   

  	
  Interest

  Rate

  	
   

  	
  Maturity Date

  	
   

  	
  Principal

  Amount

  	
   

  
	
  No. 8

  	
   

  	
  7.45

  	
   

  	
  September 15, 2016

  	
   

  	
  96,000,000

  	
  (a)

  
	
  P

  	
   

  	
  7.92

  	
   

  	
  May 15, 2007

  	
   

  	
  53,000,000

  	
   

  
	
   

  	
   

  	
  8.55

  	
   

  	
  May 15, 2027

  	
   

  	
  33,000,000

  	
   

  
	
  Q

  	
   

  	
  6.32

  	
   

  	
  June 15, 2003

  	
   

  	
  62,000,000

  	
   

  
	
  No. 9

  	
   

  	
  5 3⁄4

  	
   

  	
  December 1, 2023

  	
   

  	
  50,000,000

  	
   

  
	
  No. 10

  	
   

  	
  Variable

  	
   

  	
  November l, 2024

  	
   

  	
  54,000,000

  	
   

  
	
  R

  	
   

  	
  7.55

  	
   

  	
  June 1, 2025

  	
   

  	
  50,000,000

  	
   

  
	
  S

  	
   

  	
  5.99

  	
   

  	
  January 15, 2006

  	
   

  	
  36,000,000

  	
   

  
	
  No. 11

  	
   

  	
  Variable

  	
   

  	
  May 1, 2023

  	
   

  	
  12,900,000

  	
   

  
	
  No. 12

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  20,930,000

  	
   

  
	
  No. 13

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  2,400,000

  	
   

  
	
  No. 14

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  7,200,000

  	
   

  
	
  No. 15

  	
   

  	
  Variable

  	
   

  	
  February 1, 2032

  	
   

  	
  7,400,000

  	
   

  
	
  No. 16

  	
   

  	
  Variable

  	
   

  	
  October 1, 2032

  	
   

  	
  96,000,000

  	
  (b)

  



 












(a)                        To be paid and discharged not more than 90 days
after issuance of Pollution Control Series No. 16


 


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


 


All of said bonds of Series P, Series Q, Series R and Series S,
respectively, were sold by the Company to, and upon the issue thereof were
owned and held by, the corporations and partnerships whose names and residences
are stated in the Supplemental Indentures dated


 


12

















 


May 15, 1992, June 15, 1993, June 1, 1995 and
January 15, 1996, respectively, executed by the Company to the Trustees under
said Indenture as heretofore modified and amended.


 


All of said bonds of Series No. 8 were heretofore issued and delivered
by the Company to, and upon the issuance thereof were held by, First Security
National Bank and Trust Company, One First Security Plaza, Lexington, Fayette
County, Kentucky 40507, as trustee (now succeeded by Bank One, Kentucky, N.A.).


 


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


 


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


 


All of said bonds of Series No. 12, No. 13, No. 14 and No. 15,
respectively, were heretofore issued and delivered by the Company to, and upon
the issuance thereof were held by, Deutsche Bank Trust Company Americas,
Corporate Trust & Agency Services, c/o DB Services New Jersey, Inc., 100
Plaza One, 6th Floor, Jersey City, New Jersey 07310, as trustee.


 


The Ninety-Six Million Dollars ($96,000,000) in principal amount of
bonds of Series No. 16 proposed to be issued by the Company under the Indenture
as hereby modified and amended, are to be issued and delivered by the Company
to, and upon the issuance thereof held by, Deutsche Bank Trust Company
Americas, Corporate Trust & Agency Services, c/o DB Services New Jersey,
Inc., 100 Plaza One, 6th Floor, Jersey City, New Jersey 07310, as County
Trustee.


 


13

















 


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


 


	
   

  	
  KENTUCKY UTILITIES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Daniel K. Arbough

  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  John R. McCall

  Executive Vice President,

  General Counsel and

  Corporate Secretary

  	
   

  	
   

  
	
   

  	
  (Corporate Seal)

  
	
   

  	
   

  
	
   

  	
  U.S. Bank National
  Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Julie Eddington

  Assistant
  Vice  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  RICHARD PROKOSCH

  	
   

  
							



 


14

















 


	
  Commonwealth of Kentucky

  	
  }

  	
  SS:

  
	
   

  	
  }

  	
   

  
	
  County of Jefferson

  	
  }

  	
   

  



 


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


 


Given under my hand and official seal this          
day of
              ,
2002.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My commission
  expires:                       

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  



 


15

















 


	
  State of Minnesota

  	
  }

  	
  SS:

  
	
   

  	
  }

  	
   

  
	
  County of Ramsey

  	
  }

  	
   

  



 


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


 


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


 


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


 


Given under my
hand and official seal this
           day of
               ,
2002.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My commission expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Notarial Seal)

  
	
   

  	
   

  



 












 


	
  This instrument prepared by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  James Dimas, Esq.

  	
   

  
	
  220 West Main Street

  	
   

  
	
  Louisville, Kentucky 40202

  	
   

  



 


16