SUPPLEMENTALINDENTURE FROM LOUISVILLEGAS AND ELECTRIC COMPANY TO BNYMIDWEST TRUST COMPANY TRUSTEE DATEDOCTOBER 1, 2003

EX-4.22 7 a04-3497_1ex4d22.htm EX-4.22

EXHIBIT 4.22

SUPPLEMENTAL INDENTURE

FROM

LOUISVILLE GAS AND ELECTRIC COMPANY

BNY MIDWEST TRUST COMPANY
TRUSTEE

DATED OCTOBER 1, 2003

SUPPLEMENTAL TO TRUST INDENTURE

DATED NOVEMBER 1, 1949

Table of Contents

Parties
Recitals
Form of Bonds of Pollution Control Series GG
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 Commonwealth of Kentucky, subject to permissible encumbrances and other exceptions contained in Original Indenture


ARTICLE II.
PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES GG.

Section 2.01-	Terms of Bonds of Pollution Control Series GG
Section 2.02-	Payment of principal and interest-Bonds of Pollution Control Series GG
Section 2.03-	Bonds of Pollution Control Series GG 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

Schedule A

Supplemental Indenture, made as of the 1st day of October, 2003, 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, an Illinois trust company duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office at Two North LaSalle Street, City of Chicago, County of Cook, State of Illinois 60602, as Trustee (the “Trustee”), party of the second part;

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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,

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

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 Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated October 1, 2002, bonds of a series designated “First Mortgage Bonds, Pollution Control Series FF,” bearing interest as provided therein and maturing October 1, 2032; and

WHEREAS, the Louisville/Jefferson County Metro Government in the Commonwealth of Kentucky (the “Issuer”) has agreed to issue $128,000,000 principal amount of its Pollution Control Revenue Bonds, 2003 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 October 1, 2003 (the “Pollution Control Indenture”), between and among the Issuer 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 Issuer to the Company pursuant to the provisions of a Loan Agreement, dated as of October 1, 2003, between the Issuer and the Company (the “Agreement”), to pay and discharge (i) $102,000,000 in outstanding principal amount of “County of Jefferson, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series B,” dated August 15, 1993 (the “1993 Series B Bonds”) and (ii) $26,000,000 in outstanding principal amount of “County of Jefferson, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series C,” dated October 15, 1993 (the “1993 Series C Bonds” and, together with the 1993 Series B Bonds, the “1993 Bonds”) on the date of issuance of the Pollution Control Revenue Bonds. The 1993 Bonds were issued to finance or refinance the cost of construction of certain air and water pollution control facilities and solid waste disposal facilities at the Mill Creek and Cane Run Generating Stations of the Company, which facilities are hereinafter sometimes referred to as the “1993 Project,” which 1993 Project is located in Jefferson County, Kentucky, and which 1993 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 Issuer 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 GG” (sometimes called “Bonds of Pollution Control Series GG”), 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 GG to be issued as registered bonds without coupons in denominations of a multiple of $1,000; and the Bonds of Pollution Control Series GG are to be substantially in the form and tenor following, to-wit:

(Form of Bonds of Pollution Control Series GG)

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 October 1, 2003, from the Louisville/Jefferson County Metro Government, 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 GG

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 October 1, 2003, from the Louisville/Jefferson County Metro Government, 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 (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, 2002, October 1, 2002 and October 1, 2003 (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 GG. 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, 2003 Series A (Louisville Gas and Electric Company Project) (the “Pollution Control Revenue Bonds”) issued by the Louisville/Jefferson County Metro Government, Kentucky (the “Issuer”) 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 October 1, 2003 (the “Agreement”) between the Company and the Issuer. The maturity of the obligation represented by the bonds of this Series is October 1, 2033. 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 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 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, EE and FF) 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.

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:

ARTICLE I.

SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE

Section 1.01. The Company in order better to secure the payment, both of principal and interest, of all bonds of the Company at any time outstanding under the Indenture, according to their tenor and effect, and the performance of and compliance with the covenants and conditions in the Indenture contained, has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto BNY Midwest Trust Company, as Trustee and to its respective successors in said trust forever, subject to the rights reserved by the Company in and by the provisions of the Indenture, all the property described and mentioned or enumerated in a schedule hereto annexed and marked Schedule A, reference to said schedule being hereby made with the same force and effect as if the same were incorporated herein at length; together with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, product and profits thereof;

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

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

Excluding, however, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture; (2) cash on hand and in banks other than such as may be or is required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture; (3) contracts, claims, bills and accounts receivable and chooses in action other than such as may be or are required to be from time to time assigned to the Trustee in accordance with the provisions of the Indenture; (4) motor vehicles; (5) any stock of goods, wares and merchandise, equipment, materials and supplies acquired for the purpose of sale or lease in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company; and (6) the properties described in Schedule B annexed to the Original Indenture.

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

ARTICLE II.

PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES GG

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

The Bonds of Pollution Control Series GG 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 GG is October 1, 2033. The date of maturity of the obligation represented by the Bonds of Pollution Control Series GG is hereinafter referred to as the Final Maturity Date. The Bonds of Pollution Control Series GG 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 GG 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 GG. 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 GG 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 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 GG 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 GG 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 GG; but no such rescission shall extend to or affect any subsequent default or impair any right consequent thereon.

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 GG 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 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 GG 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 GG shall be surrendered by the Pollution Control Trustee to the Trustee and shall be cancelled and disposed of 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, EE and FF) 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 GG 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 GG other than for taxes or other governmental charges, if any, that may be imposed in relation thereto.

ARTICLE III.

MISCELLANEOUS

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

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

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

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

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

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

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 this Supplemental Indenture to be signed by one of its authorized officers for and in its behalf, all done as of the 1st day of October, 2003.

		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:
		Its:

COMMONWEALTH OF	)
KENTUCKY	)	SS:
	)
COUNTY OF JEFFERSON	)

BE IT REMEMBERED that on this day of , 2003, 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 , 2003.

	Notary Public
	Kentucky, Commonwealth at Large

	(Notarial Seal)

	My Commission Expires:

STATE OF ILLINOIS	)	SS:
	)
COUNTY OF COOK	)

BE IT REMEMBERED that on this day of , 2003, before me, a Notary Public duly commissioned in and for the County and State aforesaid, personally appeared , of BNY Midwest Trust Company, a trust company organized and existing under and by virtue of the laws of the State of Illinois, who is personally known to me to be such officer and who is personally known to me to be the same person who executed as an officer the foregoing instrument of writing, and such person duly acknowledged before me the execution of the foregoing instrument of writing to be such officer’s act and deed and the act and deed of said corporation.

WITNESS my hand and notarial seal this day of , 2003.

				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

SCHEDULE A

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

REAL PROPERTY