SUPPLEMENTAL TO TRUST INDENTURE

EXHIBIT 4.22

 

 

SUPPLEMENTAL INDENTURE

 

FROM

 

LOUISVILLE GAS AND ELECTRIC COMPANY

 

TO

 

BNY MIDWEST TRUST COMPANY
TRUSTEE

 

 

 

DATED OCTOBER 1, 2003

 

 

SUPPLEMENTAL TO TRUST INDENTURE

 

DATED NOVEMBER 1, 1949

 

 

Table of Contents

 

Parties
Recitals
Form of Bonds of Pollution Control Series GG
Further Recitals
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.
Section 1.01-	Grant of certain property, including all personal property to comply with Uniform Commercial Code of the Commonwealth of Kentucky, subject to permissible encumbrances and other exceptions contained in Original Indenture
ARTICLE II.
PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES GG.
Section 2.01-	Terms of Bonds of Pollution Control Series GG
Section 2.02-	Payment of principal and interest-Bonds of Pollution Control Series GG
Section 2.03-	Bonds of Pollution Control Series GG deemed fully paid upon payment of corresponding Pollution Control Revenue Bonds
Section 2.04-	Interchangeability of bonds
Section 2.05-	Charges upon exchange or transfer of bonds
ARTICLE III.
MISCELLANEOUS.
Section 3.01-	Recitals of fact, except as stated, are statements of the Company
Section 3.02 -	Supplemental Indenture to be construed as a part of the Original Indenture
Section 3.03-	(a)  Trust Indenture Act to control
	(b)  Severability of provisions contained in Supplemental Indenture and bonds
Section 3.04-	Word “Indenture” as used herein includes in its meaning the Original Indenture and all indentures supplemental thereto
Section 3.05-	References to either party in Supplemental Indenture include successors or assigns
Section 3.06-	(a)  Provision for execution in counterparts
	(b) Table of contents and descriptive headings of Articles not to affect meaning
Schedule A

 

i

 

Supplemental Indenture , made as of the 1st day of October, 2003, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the Commonwealth of Kentucky, having its principal office in the City of Louisville, County of Jefferson, in said Commonwealth of Kentucky (the “Company”), the party of the first part, and BNY MIDWEST TRUST COMPANY, an Illinois trust company duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office at Two North LaSalle Street, City of Chicago, County of Cook, State of Illinois 60602, as Trustee (the “Trustee”), party of the second part;

 

WITNESSETH:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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of a series designated “First Mortgage Bonds, Series due November 1, 2006,” bearing interest at the rate of 8 1/2% per annum; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated June 1, 1978, bonds of a series designated “First Mortgage Bonds, Pollution Control Series C,” bearing interest as provided therein and maturing June 1, 1998/2008; and

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee a Supplemental Indenture dated February 15, 1979, setting forth duly adopted modifications and alterations to the Original Indenture and all Supplemental Indentures thereto; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 1, 1979, bonds of a series designated “First Mortgage Bonds, Series due October 1, 2009,” bearing interest at the rate of 10 1/8% per annum; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 15, 1979, bonds of a series designated “First Mortgage Bonds, Pollution Control Series D,” bearing interest as provided therein and maturing October 1, 2004/2009; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 15, 1981, bonds of a series designated “First Mortgage Bonds, Pollution Control Series E,” bearing interest as provided therein and maturing September 15, 1984; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated March 1, 1982, bonds of a series designated “First Mortgage Bonds, Pollution Control Series F,” bearing interest as provided therein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated March 15, 1982, bonds of a series designated “First Mortgage Bonds, Pollution Control Series G,” bearing interest as provided therein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 15, 1982, bonds of a series designated “First Mortgage Bonds, Pollution Control Series H,” bearing interest as provided therein and maturing September 15, 1992; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated February 15, 1984, bonds of a series designated “First Mortgage Bonds, Pollution Control Series I,” bearing interest

 

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as provided therein and maturing February 15, 2011; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated July 1, 1985, bonds of  a series designated “First Mortgage Bonds, Pollution Control Series J,” bearing interest as provided therein and maturing July 1, 1995/2015; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated November 15, 1986, bonds of a series designated “First Mortgage Bonds, Pollution Control Series K,” bearing interest as provided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated November 16, 1986, bonds of a series designated “First Mortgage Bonds, Pollution Control Series L,” bearing interest as provided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated August 1, 1987, bonds of a series designated “First Mortgage Bonds, Pollution Control Series M,” bearing interest as provided therein and maturing August 1, 1997; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated February 1, 1989, bonds of a series designated “First Mortgage Bonds, Pollution Control Series N,” bearing interest as provided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated February 2, 1989, bonds of a series designated “First Mortgage Bonds, Pollution Control Series O,” bearing interest as provided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated June 15, 1990, bonds of a series designated “First Mortgage Bonds, Pollution Control Series P,” bearing interest as provided therein and maturing June 15, 2015; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated November 1, 1990, bonds of a series designated “First Mortgage Bonds, Pollution Control Series Q” and bonds of a series designated “First Mortgage Bonds, Pollution Control Series R,” each series bearing interest as provided therein and maturing November 1, 2020; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 1, 1992,

 

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bonds of a series designated “First Mortgage Bonds, Pollution Control Series S,” bearing interest as provided therein and maturing September 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 2, 1992, bonds of a series designated “First Mortgage Bonds, Pollution Control Series T,” bearing interest as provided therein and maturing September 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated August 15, 1993, bonds of a series designated “First Mortgage Bonds, Series due August 15, 2003,” bearing interest at the rate of 6% per annum; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated August 16, 1993, bonds of a series designated “First Mortgage Bonds, Pollution Control Series U,” bearing interest as provided therein and maturing August 15, 2013 and bonds of a series designated “First Mortgage Bonds, Pollution Control Series V,” bearing interest as provided therein and maturing August 15, 2019; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated October 15, 1993, bonds of a series designated “First Mortgage Bonds, Pollution Control Series W,” bearing interest as provided therein and maturing October 15, 2020, and bonds of a series designated “First Mortgage Bonds, Pollution Control Series X,” bearing interest as provided therein and maturing April 15, 2023; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated May 1, 2000, bonds of a series designated “First Mortgage Bonds, Pollution Control Series Y,” bearing interest as provided therein and maturing May 1, 2027; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated August 1, 2000, bonds of a series designated “First Mortgage Bonds, Pollution Control Series Z,” bearing interest as provided therein and maturing August 1, 2030; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated September 1, 2001, bonds of a series designated “First Mortgage Bonds, Pollution Control Series AA,” bearing interest as provided therein and maturing September 1, 2027; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated March 1, 2002, bonds of a series designated “First Mortgage Bonds, Pollution Control Series BB,” bearing interest as

 

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provided therein and maturing September 1, 2026, and bonds of a series designated “First Mortgage Bonds, Pollution Control Series CC,” bearing interest as provided therein and maturing September 1, 2026; and

 

WHEREAS, the Company has heretofore issued in accordance with the provisions of the Original Indenture as supplemented by the Supplemental Indenture dated March 15, 2002, bonds of a series designated “First Mortgage Bonds, Pollution Control Series DD,” bearing interest as provided therein and maturing November 1, 2027, and bonds of a series designated “First Mortgage Bonds, Pollution Control Series EE,” bearing interest as provided therein and maturing November 1, 2027; and

 

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

 

WHEREAS, the Louisville/Jefferson County Metro Government in the Commonwealth of Kentucky (the “Issuer”) has agreed to issue $128,000,000 principal amount of its Pollution Control Revenue Bonds, 2003 Series A (Louisville Gas and Electric Company Project) (the “Pollution Control Revenue Bonds”) pursuant to the provisions of the Indenture of Trust, dated as of October 1, 2003 (the “Pollution Control Indenture”), between and among the Issuer and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Bond Registrar (said Trustee or any successor trustee under the Pollution Control Indenture being hereinafter referred to as the “Pollution Control Trustee”); and

 

WHEREAS, the proceeds of the Pollution Control Revenue Bonds (other than any accrued interest, if any, thereon) will be loaned by the Issuer to the Company pursuant to the provisions of a Loan Agreement, dated as of October 1, 2003, between the Issuer and the Company (the “Agreement”), to pay and discharge (i) $102,000,000 in outstanding principal amount of “County of Jefferson, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series B,” dated August 15, 1993 (the “1993 Series B Bonds”) and (ii) $26,000,000 in outstanding principal amount of “County of Jefferson, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series C,” dated October 15, 1993 (the “1993 Series C Bonds” and, together with the 1993 Series B Bonds, the “1993 Bonds”) on the date of issuance of the Pollution Control Revenue Bonds.  The 1993 Bonds were issued to finance or refinance the cost of construction of certain air and water pollution control facilities and solid waste disposal facilities at the Mill Creek and Cane Run Generating Stations of the Company, which facilities are hereinafter sometimes referred to as the “1993 Project,” which 1993 Project is located in Jefferson County, Kentucky, and which 1993 Project is more fully described in Exhibit A to the Agreement; and

 

WHEREAS, payments by the Company under and pursuant to the Agreement have been assigned by the Issuer to the Pollution Control Trustee in order to secure the payment of the Pollution Control Revenue Bonds; and

 

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WHEREAS, in order to further secure the payment of the Pollution Control Revenue Bonds, the Company desires to provide for the issuance under the Original Indenture to the Pollution Control Trustee of a new series of bonds designated “First Mortgage Bonds, Pollution Control Series GG” (sometimes called “Bonds of Pollution Control Series GG”), in a principal amount equal to the principal amount of the Pollution Control Revenue Bonds, and with corresponding terms and maturity, the Bonds of Pollution Control Series GG to be issued as registered bonds without coupons in denominations of a multiple of $1,000; and the Bonds of Pollution Control Series GG are to be substantially in the form and tenor following, to-wit:

 

( Form of Bonds of Pollution Control Series GG )

 

This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor Trustee under the Indenture of Trust dated as of October 1, 2003, from the Louisville/Jefferson County Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Bond Registrar.

 

LOUISVILLE GAS AND ELECTRIC COMPANY
(Incorporated under the laws of the Commonwealth of Kentucky)
First Mortgage Bond
Pollution Control Series GG

 

No

$

 

Louisville Gas and Electric Company, a corporation organized and existing under and by virtue of the laws of the Commonwealth of Kentucky (herein called the “Company”), for value received, hereby promises to pay to Deutsche Bank Trust Company Americas, as Trustee under the Indenture of Trust (the “Pollution Control Indenture”) dated as of October 1, 2003, from the Louisville/Jefferson County Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, or any successor trustee under the Pollution Control Indenture (the “Pollution Control Trustee”) and at the office of BNY Midwest Trust Company, Chicago, Illinois (the “Trustee”) the sum of                      Dollars in lawful money of the United States of America on the Demand Redemption Date, as hereinafter defined, and to pay on the Demand Redemption Date to the Pollution Control Trustee, interest hereon from the Initial Interest Accrual Date, as hereinafter defined, to the Demand Redemption Date at