SUPPLEMENTAL INDENTURE
FROM
LOUISVILLE GAS AND ELECTRIC COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
Trustee
___________________
DATED AUGUST 16, 1993
___________________
SUPPLEMENTAL TO TRUST INDENTURE
DATED NOVEMBER 1, 1949
Table of Contents
Page
Parties 1
Recitals 1
Form of Bonds of Pollution Control
Series U and V 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 U AND V.
Section 2.01 Terms of Bonds of Pollution Control
Series U 9
Section 2.02 Terms of Bonds of Pollution Control
Series V 10
Section 2.03 Payment of principal and interest -
Bonds of Pollution Control Series U 10
Section 2.04 Payment of principal and interest -
Bonds of Pollution Control Series V 11
Section 2.05 Bonds of Pollution Control Series U
deemed fully paid upon payment of
corresponding Pollution Control
Revenue Bonds 12
Section 2.06 Bonds of Pollution Control Series V
deemed fully paid upon payment of
corresponding Pollution Control
Revenue Bonds 12
Section 2.07 Interchangeability of bonds 13
Section 2.08 Charges upon exchange or transfer
of bonds 13
i
ARTICLE III.
MISCELLANEOUS.
Section 3.01 Recitals of fact, except as stated,
are statements of the Company 13
Section 3.02 Supplemental Indenture to be
construed as a part of the
Original Indenture 13
Section 3.03(a) Trust Indenture Act to control 13
(b) Severability of provisions
contained in Supplemental
Indenture and bonds 13
Section 3.04 Word "Indenture" as used herein
includes in its meaning the Original
Indenture and all indentures
supplemental thereto 13
Section 3.05 References to either party in
Supplemental Indenture include
successors or assigns 13
Section 3.06(a) Provision for execution in
counterparts 14
(b) Table of contents and descriptive
headings of Articles not to affect
meaning 14
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 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
5
WHEREAS, the County of Jefferson in the Commonwealth of
Kentucky (the "County") has agreed to issue $35,200,000 principal
amount of its Pollution Control Revenue Bonds, 1993 Series A
(Louisville Gas and Electric Company Project) (the "1993 Series A
Pollution Control Revenue Bonds") pursuant to the provisions of the
Indenture of Trust, dated as of August 15, 1993 (the "Series A
Pollution Control Indenture"), between and among the County and
BankAmerica National Trust Company, New York, New York, as Trustee,
Paying Agent and Bond Registrar (said Trustee or any successor
trustee under the Series A Pollution Control Indenure being
hereinafter referred to as the "Series A Pollution Control
Trustee"); and
WHEREAS, the County also has agreed to issue $102,000,000
principal amount of its Pollution Control Revenue Bonds, 1993
Series B, (Louisville Gas and Electric Company Project) (the "1993
Series B Pollution Control Revenue Bonds, and, together with the
1993 Series A Pollution Control Revenue Bonds, the "Pollution
Control Revenue Bonds") pursuant to the provisions of the Indenture
of Trust, dated as of August 15, 1993 (the "Series B Pollution
Control Indenture"), between and among the County and PNC Bank,
Kentucky, Inc., Louisville, Kentucky, as Trustee, Paying Agent and
Bond Registrar (said Trustee or any successor trustee under the
Series B Pollution Control Indenture being hereinafter referred to
as the Series B Pollution Control Trustee); and
WHEREAS, the proceeds of the 1993 Series A Pollution Control
Revenue Bonds and 1993 Series B Pollution Control Revenue Bonds
(other than any accrued interest, if any, thereon) will be loaned
by the County to the Company pursuant to the provisions of separate
Loan Agreements, each dated as of August 15, 1993, between the
County and the Company (the "Series A Agreement" and the "Series B
Agreement," respectively, and, collectively, the "Agreements"), to
provide a portion of the funds required to pay and discharge
$35,200,000 in outstanding principal amount of "County of
Jefferson, Kentucky, Pollution Control Revenue Bonds, 1976 Series
A (Louisville Gas and Electric Company Project)," dated September
1, 1976, $42,000,000 in outstanding principal amount of "County of
Jefferson, Kentucky, Pollution Control Revenue Bonds, 1978 Series
A (Louisville Gas and Electric Company Project)," dated June 1,
1978 and $60,000,000 in outstanding principal amount of "County of
Jefferson, Kentucky, Pollution Control Revenue Bonds, 1979 Series
A (Louisville Gas and Electric Company Project)," dated October 1,
1979 (collectively, the "Refunded Bonds"), which refunded Bonds
were used to finance the acquisition, construction and installation
of certain facilities for the control, containment, reduction and
abatement of air and water pollution and for the disposal of solid
waste at the Mill Creek and Cane Run Generating Stations of the
Company, which facilities are sometimes referred to as the
"Project" which Project is located in the County and is more fully
described in Exhibit A to the Agreements; and
6
WHEREAS, payments by the Company under and pursuant to the
Agreements have been assigned by the County to the applicable
Pollution Control Trustee in order to secure the payment of the
applicable Pollution Control Revenue Bonds; and
WHEREAS, in order to further secure the payment of the 1993
Series A Pollution Control Revenue Bonds, the Company desires to
provide for the issuance under the Original Indenture to the Series
A Pollution Control Trustee of a new series of bonds designated
"First Mortgage Bonds, Pollution Control Series U" (sometimes
called "Bonds of Pollution Control Series U"), in a principal
amount equal to the principal amount of the 1993 Series A Pollution
Control Revenue Bonds, and with corresponding terms and maturity,
the Bonds of Pollution Control Series U to be issued as registered
bonds without coupons in denominations of a multiple of $1,000, and
in order to further secure the payment of the 1993 Series B
Pollution Control Revenue Bonds, the Company desires to provide for
the issuance under the Original Indenture to the Series B Pollution
Control Trustee of a new series of bonds designated "First Mortgage
Bonds, Pollution Control Series V" (sometimes called "Bonds of
Pollution Control Series V"), in a principal amount equal to the
principal amount of the 1993 Series B Pollution Control Revenue
Bonds, and with corresponding terms and maturity, the bonds of
Pollution Control Series V to be issued as registered bonds without
coupons in denominations of a multiple of $1,000; and the Bonds of
Pollution Control Series U and the Bonds of Pollution Control
Series V are to be substantially in the form and tenor following,
to-wit:
(Form of Bonds of Pollution Control Series U and V)
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 August 15, 1993, from the
County of Jefferson, Kentucky, to [BankAmerica National Trust
Company, New York, New York] [PNC Bank, Kentucky, Inc., Louisville,
Kentucky], as Trustee, Paying Agent and Bond Registrar.
LOUISVILLE GAS AND ELECTRIC COMPANY
(Incorporated under the laws of the State of Kentucky)
First Mortgage Bond
Pollution Control Series
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 to [BankAmerica National Trust Company, New York,
New York][PNC Bank, Kentucky, Inc., Louisville, Kentucky], as
Trustee under the Indenture of Trust (the "Pollution Control
7
Indenture") dated as of August 15, 1993, from the County of
Jefferson, Kentucky, to [BankAmerica National Trust Company, New
York, New York][PNC Bank, Kentucky, Inc., Louisville, Kentucky], or
any successor trustee under the Pollution Control Indenture (the
"Pollution Control Trustee") and at the office of Harris Trust and
Savings Bank, 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 [1993 Series A Pollution Control Revenue Bonds (for
the Bonds of Pollution Control Series U)] [1993 Series B Pollution
Control Revenue Bonds (for the Bonds of Pollution Control Series
V)], 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, 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 and August
16, 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.
8
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 . 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,
Series (Louisville Gas and Electric Company Project)
(the "Pollution Control Revenue Bonds") issued by the County of
Jefferson, Kentucky (the "County") under the Pollution Control
Indenture, the proceeds of which have been or are to be loaned to
the Company pursuant to the provisions of the Loan Agreement dated
as of October 15, 1993 (the "Agreement") between the Company and
the County. The maturity of the obligation represented by the bonds
of this Series is [October 15, 2020] [April 15, 2023]. 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
9
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.
10
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.
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 Harris Trust and Savings
Bank, as Trustee under the Indenture, or its successor thereunder.
11
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
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:
12
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
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
13
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 U AND V
SECTION 2.01. There is hereby created, for issuance under the
Original Indenture, a series of bonds designated Pollution Control
Series U, each of which shall bear the descriptive title "First
Mortgage Bonds, Pollution Control Series U" and the form thereof
shall contain suitable provisions with respect to the matters
specified in this section. The Bonds of Pollution Control Series U
shall be printed, lithographed or typewritten and shall be
substantially of the tenor and purport previously recited. The
Bonds of Pollution Control Series U 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 Series A Pollution Control
Trustee. The Bonds of Pollution Control Series U shall be dated as
of the date of their authentication.
The Bonds of Pollution Control Series U 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.
14
The maturity of the obligation represented by the Bonds of
Pollution Control Series U is August 15, 2013. The date of maturity
of the obligation represented by the Bonds of Pollution Control
Series U is hereinafter referred to as the Series U Final Maturity
Date. The Bonds of Pollution Control Series U shall bear interest
from the Series U Initial Interest Accrual Date, as hereinafter
defined, at the same rate or rates then and thereafter from time to
time borne by the 1993 Series A Pollution Control Revenue Bonds.
SECTION 2.02. There is hereby created, for issuance under the
Original Indenture, a series of bonds designated Pollution Control
Series V, each of which shall bear the descriptive title "First
Mortgage Bonds, Pollution Control Series V" and the form thereof
shall contain suitable provisions with respect to the matters
specified in this section. The Bonds of Pollution Control Series V
shall be printed, lithographed or typewritten and shall be
substantially of the tenor and purport previously recited. The
Bonds of Pollution Control Series V 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 V shall be dated as of the
date of their authentication.
The Bonds of Pollution Control Series V 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 V is August 15, 2019. The date of maturity
of the obligation represented by the Bonds of Pollution Control
Series V is hereinafter referred to as the Series V Final Maturity
Date. The Bonds of Pollution Control Series V shall bear interest
from the Series V Initial Interest Accrual Date, as hereinafter
defined, at the same rate or rates then and thereafter from time to
time borne by the 1993 Series B Pollution Control Revenue Bonds.
SECTION 2.03. Except as provided in the next succeeding
paragraph of this Section 2.03, in the event of a default under
Section 9.1 of the Series A 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 1993 Series A Pollution
Control Indenture and the 1993 Pollution Control Revenue Bonds) on
the Series A 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 U shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter called
a "Series U Redemption Demand") from the 1993 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 Series A Pollution Control Indenture, specifying the last
date to which interest on the 1993 Series A Pollution Control
15
Revenue Bonds has been paid (such date being hereinafter referred
to as the "Series U Initial Interest Accrual Date") and demanding
redemption of the Bonds of Pollution Control Series U. The Trustee
shall, within 10 days after receiving such Series U 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 Series U Redemption Demand, the Company
shall fix a date on which it will redeem the Bonds of Pollution
Control Series U so demanded to be redeemed hereinafter called the
"Series U Demand Redemption Date"). Notice of the date fixed as
the Series U Demand Redemption Date shall be mailed by the Company
to the Trustee at least 30 days prior to such Series U Demand
Redemption Date. The date to be fixed by the Company as and for
the Series U 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 Series U Redemption Demand or (ii) the Series U
Final Maturity Date; provided that if the Trustee shall not have
received such notice fixing the Series U Demand Redemption Date
within 90 days after receipt by it of the Series U Redemption
Demand, the Series U Demand Redemption Date shall be deemed to be
the earlier of (i) the 120th day after receipt by the Trustee of
the Series U Redemption Demand or (ii) the Series U Final Maturity
Date. The Trustee shall mail notice of the Series U Demand
Redemption Date (such notice being hereinafter called the "Series
U Demand Redemption Notice") to the Series A Pollution Control
Trustee not more than 10 nor less than five days prior to the
Series U Demand Redemption Date. Notwithstanding the foregoing, if
a default to which this paragraph is applicable is existing on the
Series U Final Maturity Date, such date shall be deemed to be the
Series U Demand Redemption Date without further action (including
actions specified in this paragraph) by the 1993 Series A Pollution
Control Trustee, the Trustee or the Company. The Bonds of
Pollution Control Series U shall be redeemed by the Company on the
Series U Demand Redemption Date, upon surrender thereof by the
Series A 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 Series U Initial Interest Accrual Date to the Series U
Demand Redemption Date. If a Series U Redemption Demand is
rescinded by the Series A Pollution Control Trustee by written
notice to the Trustee prior to the Series U Demand Redemption Date,
no Series U Demand Redemption Notice shall be given, or, if already
given, shall be automatically annulled, and interest on the Bonds
of Pollution Control Series U 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
U; but no such rescission shall extend to or affect any subsequent
default or impair any right consequent thereon.
16
In the event that all of the bonds outstanding under the
Indenture shall have become immediately due and payable, whether by
declaration or otherwise, and such acceleration shall not have been
annulled, the Bonds of Pollution Control Series U shall bear
interest at the rate per annum set forth in Section 2.01 hereof,
from the Series U Initial Interest Accrual Date, as specified in a
written notice to the Trustee from the 1993 Pollution Control
Trustee, and the principal of and interest on the Bonds of
Pollution Control Series U from the Series U 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 Series
U Redemption Demand or a rescission thereof or a written notice
required by this Section 2.03, and such Series U Redemption Demand,
rescission or notice shall be of no force or effect, unless it is
executed in the name of the Series A Pollution Control Trustee by
one of its Vice Presidents.
SECTION 2.04. Except as provided in the next succeeding
paragraph of this Section 2.04, in the event of a default under
Section 9.1 of the 1995 Agreement or in the event of a default in
the payment of the principal of, premium of, if any, or interest
(and such default in the payment of interest continues for the full
grace period, if any, permitted by the Series B Pollution Control
Indenture and the 1993 Series B Pollution Control Revenue Bonds) on
the 1993 Series B 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 V shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter called
a "Series V Redemption Demand") from the Series B 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 Series B Pollution Control Indenture, specifying the last
date to which interest on the 1993 Series B Pollution Control
Revenue Bonds has been paid (such date being hereinafter referred
to as the "Series V Initial Interest Accrual Date") and demanding
redemption of the Bonds of Pollution Control Series V. The Trustee
shall, within 10 days after receiving such Series V 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 Series V Redemption Demand, the Company
shall fix a date on which it will redeem the Bonds of Pollution
Control Series V so demanded to be redeemed (hereinafter called the
"Series V Demand Redemption Date"). Notice of the date fixed as the
Series V Demand Redemption Date shall be mailed by the Company to
the Trustee at least 30 days prior to such Series V Demand
Redemption Date. The date to be fixed by the Company as and for the
Series V Demand Redemption Date may be any date up to and including
the earlier of (i) the 120th day after receipt by the Trustee of
17
the Series V Redemption Demand or (ii) the Series V Final Maturity
Date; provided that if the Trustee shall not have received such
notice fixing the Series V Demand Redemption Date within 90 days
after receipt by it of the Series V Redemption Demand, the Series
V Demand Redemption Date shall be deemed to be the earlier of (i)
the 120th day after receipt by the Trustee of the Series V
Redemption Demand or (ii) the Series V Final Maturity Date. The
Trustee shall mail notice of the Series V Demand Redemption Date
(such notice being hereinafter called the "Series V Demand
Redemption Notice") to the Series B Pollution Control Trustee not
more than 10 nor less than five days prior to the Series V Demand
Redemption Date. Notwithstanding the foregoing, if a default to
which this paragraph is applicable is existing on the Series V
Final Maturity Date, such date shall be deemed to be the Series V
Demand Redemption Date without further action (including actions
specified in this paragraph) by the Series B Pollution Control
Trustee, the Trustee or the Company. The Bonds of Pollution Control
Series V shall be redeemed by the Company on the Series V Demand
Redemption Date, upon surrender thereof by the Series 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 2.02 hereof, from the Series V
Initial Interest Accrual Date to the Series V Demand Redemption
Date. If a Series V Redemption Demand is rescinded by the Series B
Pollution Control Trustee by written notice to the Trustee prior to
the Series V Demand Redemption Date, no Series V Demand Redemption
Notice shall be given, or, if already given, shall be automatically
annulled, and interest on the Bonds of Pollution Control Series V
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 V; but no such rescission shall
extend to or affect any subsequent default or impair any right
consequent thereon.
In the event that all of the bonds outstanding under the
Indenture shall have become immediately due and payable, whether by
declaration or otherwise, and such acceleration shall not have been
annulled, the Bonds of Pollution Control Series V shall bear
interest at the rate per annum set forth in Section 2.02 hereof,
from the Series V Initial Interest Accrual Date, as specified in a
written notice to the Trustee from the Series B Pollution Control
Trustee, and the principal of and interest on the Bonds of
Pollution Control Series V from the Series V 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 Series
V Redemption Demand or a rescission thereof or a written notice
required by this Section 2.04, and such Series V Redemption Demand,
rescission or notice shall be of no force or effect, unless it is
18
executed in the name of the Series B Pollution Control Trustee by
one of its Vice Presidents.
SECTION 2.05. Upon payment of the principal of and premium,
if any, and interest on the 1993 Series A 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 Series A Pollution Control Trustee (other than any 1993 Series
A Pollution Control Revenue Bond that was cancelled by the Series
A Pollution Control Trustee and for which one or more other 1993
Series A Pollution Control Revenue Bonds were delivered and
authenticated pursuant to the Series A Pollution Control Indenture
in lieu of or in exchange or substitution for such cancelled 1993
Series A Pollution Control Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the Series A
Pollution Control Indenture, Bonds of Pollution Control Series U in
a principal amount equal to the principal amount of the 1993 Series
A 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 U shall be
surrendered by the Series A Pollution Control Trustee to the
Trustee and shall be cancelled and destroyed by the Trustee, and a
certificate of such cancellation and destruction shall be delivered
to the Company.
SECTION 2.06. Upon payment of the principal of and premium,
if any, and interest on the 1993 Series B 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 Series B Pollution Control Trustee (other than any 1993 Series
B Pollution Control Revenue Bond that was cancelled by the Series
B Pollution Control Trustee and for which one or more other 1993
Series B Pollution Control Revenue Bonds were delivered and
authenticated pursuant to the Series B Pollution Control Indenture
in lieu of or in exchange or substitution for such cancelled 1993
Series B Pollution Control Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the Series B
Pollution Control Indenture, Bonds of Pollution Control Series V in
a principal amount equal to the principal amount of the 1993 Series
B 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 V shall be
surrendered by the Series B Pollution Control Trustee to the
Trustee and shall be cancelled and destroyed by the Trustee, and a
certificate of such cancellation and destruction shall be delivered
to the Company.
SECTION 2.07. The Series A Pollution Control Trustee as the
registered holder of the Bonds of Pollution Control Series U and
the Series B Pollution Control Trustee as the registered holder of
19
the Bonds of Pollution Control Series V 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 2.08 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 2.08. No charge shall be made by the Company for any
exchange or transfer of Bonds of Pollution Control Series U or
Pollution Control Series V 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.
20
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 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)
ATTEST:
______________________________________
VICTOR A. STAFFIERI
Senior Vice President, General
Counsel and Secretary
HARRIS TRUST AND SAVINGS BANK, TRUSTEE
By:_____________________________________________
C. POTTER
Assistant Vice President
21
(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
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
22
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.
23
SCHEDULE A
The following property situated, lying and being in the County of
Jefferson, State of Kentucky, to-wit:
Electric Transmission Lines
A 138KV wood, concrete and steel transmission line circuit #3888
in Louisville, Jefferson County, Kentucky. This line is built
between Breckenridge Substation and Hurstbourne Substation at a
distance of approximately 4.04 miles.
A-1