SUPPLEMENTAL INDENTURE
FROM
LOUISVILLE GAS AND ELECTRIC COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
Trustee
________________________
DATED AUGUST 15, 1993
________________________
SUPPLEMENTAL TO TRUST INDENTURE
DATED NOVEMBER 1, 1949
Table of Contents
Page
Parties 1
Recitals 1
Form of Bonds 5
Further Recitals 8
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN
OF THE ORIGINAL INDENTURE.
Section 1.01 Grant of certain property, including
all personal property to comply with
Uniform commercial Code of the State
of Kentucky, subject to permissible
encumbrances and other exceptions
contained in Original Indenture 8
ARTICLE II.
PROVISIONS OF BONDS OF POLLUTION
CONTROL SERIES DUE AUGUST 15, 2003.
Section 2.01 Terms of Bonds 10
Section 2.02 Redemption Provisions 12
Section 2.03 Interchangeability of Bonds 12
Section 2.04 Charges upon exchange or transfer of
bonds 12
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT.
Section 3.01 Appointment of Agent or Agents for
Bonds of this Series 12
Section 3.02 (a) Qualifications of Agents 12
(b) Continuation of Agent upon
merger or consolidation 13
(c) Successor Agent 13
(d) Compensation of Agent 13
Section 3.03 Form of Alternate Certificate of
Authentication 13
Section 3.04 Limit on location and number
of Agents 14
i.
ARTICLE IV.
MISCELLANEOUS
Section 4.01 Recitals of fact, except as stated,
are statements of the Company 14
Section 4.02 Supplemental Indenture to be 14
construed as a part of the Original
Indenture
Section 4.03 (a) Trust Indenture Act to control 14
(b) Severability of provisions contained 14
in Supplemental Indenture and bonds
Section 4.04 Word "Indenture" as used herein
includes in its meaning the Original
Indenture and all indentures
supplemental thereto 14
Section 4.05 References to either party in
Supplemental Indenture include
successors or assigns 14
Section 4.06 (a) Provision for execution in
counterparts 15
(b) Table of contents and descriptive
headings of Articles not to affect
meaning 15
Schedule A A-1
ii
Supplemental Indenture made as of the sixteenth day of August,
1993, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a
corporation duly organized and existing under and by virtue of the
laws of the State of Kentucky, having its principal office in the
City of Louisville, County of Jefferson, in said State of Kentucky
(the "Company"), the party of the first part, and HARRIS TRUST AND
SAVINGS BANK, a corporation duly organized and existing under and
by virtue of the laws of the State of Illinois, having its
principal office at 111 West Monroe Street, City of Chicago, County
of Cook, State of Illinois 60690, as Trustee (the "Trustee"), party
of the second part;
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to
the Trustee 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 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% 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
1
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% 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,"
2
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,"
3
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
4
WHEREAS, the Company has heretofore issued in accordance with
the provisions of the Or,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 is desirous of providing for the issuance
under the Original Indenture of a new series of bonds designated
"First Mortgage Bonds, Series due August 15, 2003" (sometimes
called Bonds of this Series), the bonds of said series to be issued
as registered bonds without coupons in denominations of a multiple
of $1,000, and the bonds of said series are to be substantially in
the form and of the tenor following (with the redemption prices, if
any, inserted therein in conformity with the provisions of Section
2.02 hereof) to wit:
5
LOUISVILLE GAS AND ELECTRIC COMPANY
(Incorporated under the laws of the State of Kentucky)
First Mortgage Bond
Series Due August 15, 2003
No.___________ $___________
Louisville Gas and Electric Company, a corporation organized
and existing under and by virtue of the laws of the State of
Kentucky (herein called the "Company"), for value received, hereby
promises to pay or registered assigns, at
the office of the Trustee, in Chicago, Illinois, or, at the option
of the registered holder, at the agency of the Company in the
Borough of Manhattan, City and State of New York, the sum of
Dollars in lawful money of the United States of America, on the
fifteenth day of August, 2003, and to pay interest hereon from the
date hereof, at the rate of six percent per annum, in like money,
until the principal hereof becomes due and payable and thereafter,
if the Company should default in the payment of the principal
hereof, at the interest rate of this bond until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned; said
interest being payable at the option of the person entitled to such
interest either at the office of the Trustee, in Chicago, Illinois,
or at the agency of the Company in the Borough of Manhattan, City
and State of New York, on the fifteenth day of February and on the
fifteenth day of August in each year; provided that, as long as
there is no existing default in the payment of interest and except
for the payment of defaulted interest, the interest payable on any
February 15 or August 15 will be paid to the person in whose name
this bond was registered at the close of business on the record ate
(the February 1 prior to such February 15 or the August 1 prior to
such August 15 unless any such date is not a business day, in which
event it will be the next preceding business day).
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, 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,
6
September 1, 1992, September 2, 1992 and August 15, 1993 (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.
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.
The Company, the Trustee and any paying agent may deem and
treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payment of or on
account of the principal hereof and interest hereon and for all
other purposes and shall not be affected by any notice to the
contrary.
This bond is not redeemable prior to maturity for any reason
and is not subject to any sinking fund.
This bond is transferable as prescribed in the Indenture by
the registered holder hereof in person, or by his duly authorized
attorney, at the office of the Trustee in Chicago, Illinois, or at
the option of the owner at the agency of the Company in the Borough
of Manhattan, City and State of New York, or elsewhere if
7
authorized by the Company, upon surrender and cancellation of this
bond, and thereupon a new bond or bonds of the same series and of
a like aggregate principal amount will be issued to the transferee
in exchange therefor as provided in the Indenture.
Bonds of this Series are interchangeable as to denominations
in the manner and upon the conditions prescribed in the Indenture.
No charge shall be made by the Company for any exchange or
transfer of bonds of the Series due August 15, 2003, other than for
taxes or other governmental charges, if any, that may be imposed in
relation thereto.
No recourse shall be had for the payment of principal of or
interest 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 of 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 thereof,
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 hereof
shall have been signed by or on behalf of Harris Trust and Savings
Bank, as Trustee under the Indenture, or its successor thereunder.
IN WITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has
caused this instrument to be signed in its name by its President or
a Vice President or with the facsimile signature of its President,
and its corporate seal, or a facsimile thereof, to be hereto
affixed and attested by its Secretary or with the facsimile
signature of its Secretary.
Dated
LOUISVILLE GAS AND ELECTRIC COMPANY
Attest: By:_____________________________________________
(Vice) President
___________________________________
Secretary
and
8
WHEREAS, the Company is desirous of specifically assigning,
conveying, mortgaging, pledging, transferring and setting over
additional property unto the Trustee and to its respective
successors in trust; and
WHEREAS, Sections 4.01 and 21.03 of the Original Indenture
provide in substance that the Company and the Trustee may enter
into indentures supplemental thereto for the purposes, among
others, of creating and setting forth the particulars of any new
series of bonds and of providing the terms and conditions of the
issue of the bonds of any series not expressly provided for in the
Original Indenture and of assigning, conveying, mortgaging,
pledging and transferring unto the Trustee additional property of
the Company, and for any other purpose not inconsistent with the
terms of the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by a resolution adopted by the
Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
Louisville Gas and Electric Company, in consideration of the
premises and of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and other good and valuable
considerations, does hereby covenant and agree to and with Harris
Trust and Savings Bank, as Trustee, and its successors in the trust
under the Indenture for the benefit of those who hold or shall hold
the bonds issued or to be issued thereunder, as follows:
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO THE
LIEN OF THE ORIGINAL INDENTURE
SECTION 1.01. The Company in order better to secure the
payment, both of principal and interest, of all bonds of the
Company at any time outstanding under the Indenture, according to
their tenor and effect, and the performance of and compliance with
the covenants and conditions in the Indenture contained, has
granted, bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed and by
these presents does grant, bargain, sell, warrant, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto
Harris Trust and Savings Bank as Trustee and to its respective
successors in said trust forever, subject to the rights reserved by
the Company in and by the provisions of the Indenture, all the
property described and mentioned or enumerated in a schedule hereto
annexed and marked Schedule A, reference to said schedule being
hereby made with the same force and effect as if the same were
incorporated herein at length; together with all and singular the
9
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 State 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,
10
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 SERIES DUE AUGUST 15, 2003
SECTION 2.01. There is hereby created, for issuance under the
Original Indenture, a series of bonds designated Series due August
15, 2003, each of which shall bear the descriptive title "First
Mortgage Bonds, Series due August 15, 2003" and the form thereof
shall contain suitable provisions with respect to the matters
specified in this Section. The bonds of said series shall be
substantially of the tenor and purport previously recited. The
bonds of said series shall mature August 15, 2003, and shall be
issued as registered bonds without coupons in denominations of a
multiple of $1,000. The bonds of said series shall bear interest
at the rate of 6% per annum payable semiannually on February 15 and
August 15 of each year, and the principal shall be payable at the
office of the Trustee in Chicago, Illinois, or, at the option of
the registered holder, at the agency of the Company in the Borough
of Manhattan, City and State of New York, in lawful money of the
United States of America, and the interest shall be payable in like
money at the option of the person entitled to such interest either
at said office of the Trustee in Chicago, Illinois, or at the
agency of the Company in the Borough of Manhattan, City and State
of New York. Bonds of the Series due August 15, 2003, shall be
dated as of the interest payment date next preceding the
authentication thereof by the Trustee except that (i) if any bond
shall be authenticated before February 15, 1994, it shall be dated
as of August 15, 1993 unless (iii) below is applicable, (ii) if the
Company shall at the time of the authentication of a bond of the
Series due August 15, 2003, be in default in the payment of
interest upon bonds of the Series due August 15, 20031 such bond
shall be dated as of the date of the beginning of the period for
which such interest is so in default, and (iii) as long as there is
no existing default in the payment of interest on the bonds of the
Series due August 15, 2003, if any bond of the Series due August
15, 2003, shall be authenticated after the close of business on any
Record Date but on or prior to the interest payment date relating
to such Record Date, it shall be dated as of such interest payment
date.
As long as there is no existing default in the payment of
interest on the bonds of the Series due August 15, 2003, the person
in whose name any bond of the Series due August IS, 2003, is
registered at the close of business on any Record Date with respect
to any interest payment date shall be entitled to receive the
11
interest payable on such interest payment date notwithstanding any
transfer or exchange of such bond of the Series due August 15,
2003, subsequent to the Record Date and on or prior to such
interest payment date, except as and to the extent the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the person in whose name such bond of the Series due August 15,
2003, is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to the registered holder of
any bond of the Series due August 15, 2003, not less than 10 days
prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the bonds of the Series due August
15, 2003, may be listed, and upon such notice as may be required by
such exchange.
The term "Record Date" as used herein with respect to any
interest payment date (February 15 or August 15) shall mean the
February 1 prior to such February 15 or the August 1 prior to such
August 15 unless such February 1 or August 1 shall not be a
business day, in which event "Record Date" shall mean the next
preceding business day. The term "business day" as used herein
shall mean any day other than a Saturday or a Sunday or a day on
which the offices of the Trustee in the City of Chicago, Illinois
are closed pursuant to authorization of law.
As used in this Section 2.01, the term "default in the payment
of interest" means failure to pay interest on the applicable
interest payment date disregarding any period of grace permitted by
the Indenture.
The "Special Record Date'" as used herein shall be fixed in
the following manner. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on
each bond of the Series due August 15, 2003, and the date of the
proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall
make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons
entitled to such defaulted interest as provided in this Section
2.01. Thereupon the Trustee shall fix a Special Record Date for the
payment of such defaulted interest which shall be not more than 15
nor less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment
12
of such defaulted interest and the Special Record Date therefor to
be mailed, first class postage prepaid, to each holder of the bonds
of the Series due August 15, 2003, at his address as it appears in
the bond register, not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published
at least once in an English language newspaper of general
circulation in Chicago, Illinois or New York, New York, but such
publication shall not be a condition precedent to the establishment
of the Special Record Date. Notice of the proposed payment of such
defaulted interest and the Special Record Date therefor having been
mailed as aforesaid, such defaulted interest shall be paid to the
persons in whose names the bonds of the Series due August 15, 2003,
are registered on such Special Record Date and shall not be payable
pursuant to the paragraph immediately following in this Section
2.01.
The Company may make payment of any defaulted interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the bonds of the Series due August 15,
2003, may be listed, and upon such notice as may be required by
such exchange, if, after notice is given by the Company to the
Trustee of the proposed payment pursuant to this Section 2.01, such
payment shall be deemed practicable by the Trustee.
SECTION 2.02. The Bonds of this Series are not redeemable
prior to maturity for any reason and are not subject to any sinking
fund.
SECTION 2.03. The registered holder of any of the Bonds of
this Series at his option may surrender the same at the office of
the Trustee, in Chicago, Illinois, or at the agency of the Company
in the Borough of Manhattan, City and State of New York, or
elsewhere, if authorized by the Company, for cancellation, in
exchange for other Bonds of this Series of the same aggregate
principal amount bearing interest as provided in Section 2.09 of
the Original Indenture. Thereupon, and upon receipt of any payment
required under the provisions of Section 2.04 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 2.04. NO charge shall be made by the Company for any
exchange or transfer of bonds of the Series due August 15, 2003
other than for taxes or other governmental charges, if any, that
may be imposed in relation thereto.
13
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT
SECTION 3.01. The Trustee shall, if requested in writing so to
do by the Company, promptly appoint an agent or agents of the
Trustee who shall have authority to authenticate registered Bonds
of this Series in the name and on behalf of the Trustee. Such
appointment by the Trustee shall be evidenced by a certificate of
vice-president of the Trustee delivered to the Company prior to the
effectiveness of such appointment.
SECTION 3.02. (a) Any such authenticating agent shall be
acceptable to the Company and shall at all times be a corporation
which is organized and doing business under the laws of the United
States or of any State, is authorized under such laws to act as
authenticating agent, has a combined capital and surplus of at
least $10,000,000, and is subject to supervision or examination by
Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 3.02 the combined capital and
surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published.
(b) Any corporation into which any authenticating agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation
to which any authenticating agent shall be a party, or any
corporation succeeding to the corporate agency business of any
authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on
the part of the Trustee or the authenticating agent.
(c) Any authenticating agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company.
The Trustee may at any time, and upon written request of the
Company to the Trustee shall, terminate the agency of any
authenticating agent by giving written notice of termination to
such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at
any time any authenticating agent shall cease to be eligible in
accordance with the provisions of this Section 3.02, the Trustee,
unless otherwise requested in writing by the Company, promptly
shall appoint a successor authenticating agent, which shall be
acceptable to the Company. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with
all the rights, powers, duties, and responsibilities of its
predecessor hereunder, with like effect as if originally named. No
successor authenticating agent shall be appointed unless eligible
under the provisions of this Section 3.02.
14
(d) The Trustee agrees to pay any authenticating agent,
appointed in accordance with the provisions of this Section 3.02,
reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments.
SECTION 3.03. If an appointment is made pursuant to this
Article III, the Bonds of this Series shall have endorsed thereon,
in addition to the Trustee's Certificate, an alternate Trustee's
Certificate in the following form:
This bond is one of the bonds of the Series designated
therein, described in the within mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By:____________________________________
Authenticating Agent,
By:____________________________________
Authorized Officer.
SECTION 3.04. No provision of this Article III shall require
the Trustee to have at any time more than one such authenticating
agent for any one State or to appoint any such authenticating agent
in the State in which the Trustee has its principal place of
business.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.01. 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 4.02. This Supplemental Indenture shall be construed
in connection with and as a part of the Original Indenture.
SECTION 4.03.(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.
15
(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 4.04. 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 4.05. 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 4.06.(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 President or a Vice
President, and attested by its Secretary for and in its behalf, and
the party of the second part to evidence its acceptance of the
trust hereby created, has caused its corporate name and seal to be
hereunto affixed, and this Supplemental Indenture to be signed by
its President, a Vice President or an Assistant Vice President, and
attested by its Secretary or an Assistant Secretary, for and in its
behalf, all done as of the sixteenth day of August, 1993.
LOUISVILLE GAS AND ELECTRIC COMPANY
By:_____________________________________
M. LEE FOWLER
Vice President
(Corporate Seal)
16
ATTEST:
______________________________________
VICTOR A. STAFFIERI
Senior Vice President, General
Counsel and Secretary
HARRIS TRUST AND SAVINGS BANK, TRUSTEE
By:_____________________________________
C. POTTER
Assistant Vice President
(Corporate Seal)
ATTEST:
______________________________________
J. BARTOLINI
Assistant Secretary
STATE OF KENTUCKY )
) SS:
COUNTY OF JEFFERSON )
BE IT REMEMBERED that on this 25th day of August, 1993, before
me, a Notary Public duly commissioned in and for the County and
State aforesaid, personally appeared M. LEE FOWLER and VICTOR A.
STAFFIERI, respectively, Vice President and Senior Vice President,
General Counsel and Secretary of Louisville Gas and Electric
Company, a corporation organized and existing under and by virtue
of the laws of the State 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 25th day of August,
1993.
PATRICIA A. ROSE
_______________________________
NOTARY PUBLIC
My commission expires: 1-23-96
17
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
BE IT REMEMBERED that on this 24th day of August, 1993, before
me, a Notary Public duly commissioned in and for the County and
State aforesaid, personally appeared C. POTTER and J. BARTOLINI,
respectively, Assistant Vice President and Assistant Secretary of
Harris Trust and Savings Bank, a corporation organized and existing
under and by virtue of the laws of the State of Illinois, who are
personally known to me to be such officers, respectively, and who
are personally known to me to be the same persons who executed as
officers the foregoing instrument of writing, and such persons duly
acknowledged before me the execution of the foregoing instrument of
writing to be their act and deed and the act and deed of said
corporation.
WITNESS my hand and notarial seal this 24th day of August,
1993.
T. MUZQUIZ
___________________________________
NOTARY PUBLIC
My commission expires: 7-12-97
This Instrument Prepared by:
Susan M. Jenkins
LG&E Energy Corp.
220 West Main Street
Louisville, Kentucky 40202
By:_______________________________
Susan M. Jenkins, Esq.
18
SCHEDULE A
The following property situated, lying and being in the County of
Jefferson, State of Kentucky, to-wit:
Transmission Lines
A 138KV wood and steel transmission line circuit #3859 in
Louisville, Jefferson County, Kentucky. This line is built between
Magazine Substation to Hancock Substation at a distance of
approximately 2.44 miles. This distance reflects 2.36 miles of
overhead lines and .08 miles of underground lines.
A-1