and this Pledge Agreement as to
the duties of the Custodian, the terms of the Bond Indenture shall control.
18. Notices.
Notices given to the Pledgor or the Issuing Bank pursuant to this
Pledge Agreement shall be delivered to such address and through such means as
shall be provided in the Reimbursement Agreement or to such other address as any
party may specify in a notice to the other parties.
Notwithstanding anything
herein to the contrary, notices to release Pledged Bonds may be made by telecopy
and each such notice shall be promptly confirmed in writing.
Notices given to
the Custodian pursuant to this Pledge Agreement shall be addressed as follows:
[TRUSTEE]
[Address]
10
Attn:
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
11
IN WITNESS WHEREOF, the parties hereto have executed this Custody, Pledge and
Security Agreement as of the date first above written.
KENTUCKY UTILITIES COMPANY, as the Pledgor
By:
Name:
Title:
[ISSUING BANK], as Issuing Bank
By:
Name:
Title:
2
[CUSTODIAN], as Custodian
By:
Name:
Title:
3
EXHIBIT B
Form of Assignment and Assumption Agreement
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [the]
[each]1 Assignor identified on the Schedules hereto as "Assignor" [or
"Assignors" (collectively, the "Assignors" and each] an "Assignor") and [the]
[each]2 Assignee identified on the Schedules hereto as "Assignee" or "Assignees"
(collectively, the "Assignees" and each an "Assignee").
[It is understood and
agreed that the rights and obligations of [the Assignors] [the
Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement
identified below (the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by [the] [each] Assignee.
The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.
For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and
assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (a) all of [the Assignor's] [the
respective Assignors'] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the letter of credit facility identified below (including any letters of
credit included in such facilities) and (b) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the