Supplemental Indenture No. 3 dated as of November 1, 2013

Exhibit 4(b)

KENTUCKY UTILITIES COMPANY

TO

THE BANK OF NEW YORK MELLON,

Trustee

Supplemental Indenture No. 3

dated as of November 1, 2013

Supplemental to the Indenture
dated as of October 1, 2010

Establishing

First Mortgage Bonds, 4.65% Series due 2043

SUPPLEMENTAL INDENTURE NO. 3

SUPPLEMENTAL INDENTURE No. 3, dated as of the 1st day of November, 2013, made and entered into by and between KENTUCKY UTILITIES COMPANY, a corporation duly organized and existing under the laws of the Commonwealths of Kentucky and Virginia, having its principal corporate offices at Xxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and having its principal place of business at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of October 1, 2010 (hereinafter called the “Original Indenture”), between the Company and said Trustee, as heretofore supplemented, this Supplemental Indenture No. 3 being supplemental thereto.  The Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 3 are hereinafter sometimes, collectively, called the “Indenture.”

Recitals of the Company

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on such Securities.

The Company has heretofore executed and delivered supplemental indentures for the purpose of creating series of Securities as set forth in Exhibit A hereto.

The Original Indenture and Supplemental Indentures No. 1 and No. 2, and financing statements in respect thereof, have been duly recorded and filed in the various official records in the Commonwealth of Kentucky as set forth in Exhibit B hereto.

Pursuant to Article Three of the Original Indenture, the Company wishes to establish a series of Securities, such series of Securities to be hereinafter sometimes called “Securities of Series No. 5”, and, pursuant to Section 1401 of the Original Indenture, the Company wishes to correct an error in each of Section 805 and Section 807 of the Original Indenture.

As contemplated in Section 301 of the Original Indenture, the Company further wishes to establish the designation and certain terms of the Securities of Series No. 5.  The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 3 to establish the designation and certain terms of such series of Securities and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 3 a valid agreement of the Company, and to make the Securities of Series No. 5 valid obligations of the Company, have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 3 WITNESSETH, that, for and in consideration of the premises and of the purchase of the Securities by the Holders thereof and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants therein and in the Indenture contained, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in and lien on, the real property specifically referred to in Exhibit C attached hereto and incorporated herein by reference and all right, title and interest of the Company in and to all property personal and mixed located thereon (other than Excepted Property), as and to the extent, and subject to the terms and conditions, set forth in the Original Indenture; and it is further mutually covenanted and agreed as follows:

ARTICLE ONE

SECURITIES OF SERIES NO. 5

SECTION 101.    Creation of Series No. 5.

There is hereby created a series of Securities designated “First Mortgage Bonds, 4.65% Series due 2043”, and the Securities of such series shall:

(a)           be issued initially in the aggregate principal amount of $250,000,000 and shall be limited to such aggregate principal amount (except as contemplated in Section 301(b) of the Original Indenture); provided, however, that, as contemplated in the last paragraph of Section 301 of the Original Indenture, additional Securities of such series may be subsequently issued from time to time, without any consent of Holders of the Securities of such series, if and to the extent that, prior to each such subsequent issuance, the aggregate principal amount of the additional Securities then to be issued shall have been set forth in a Supplemental Indenture, and, thereupon, the Securities of such series shall be limited to such aggregate principal amount as so increased (except as aforesaid and subject to further such increases);

(b)           be dated November 14, 2013;

(c)           have a Stated Maturity of November 15, 2043, subject to prior redemption or purchase by the Company;

(d)           have such additional terms as are established in an Officer’s Certificate as contemplated in Section 301 of the Original Indenture; and

(e)           be in substantially the form or forms established therefor in an Officer’s Certificate, as contemplated by Section 201 of the Original Indenture.

ARTICLE TWO

COVENANT

SECTION 201.    Satisfaction and Discharge.

The Company hereby agrees that, if the Company shall make any deposit of money and/or Eligible Obligations with respect to any Securities of Series No. 5, or any portion of the principal amount thereof, as contemplated by Section 901 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 901 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(a)           an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Securities, or portions of the principal amount thereof, shall retain the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 901), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof, all in accordance with and subject to the provisions of said Section 901; provided, however, that such instrument may state

2

that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof (which opinion shall be obtained at the expense of the Company); or

(b)           an Opinion of Counsel to the effect that the beneficial owners of such Securities, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

ARTICLE THREE

CORRECTIONS

SECTION 301.    Correction of Section 805.

In accordance with Section 1401(l) of the Original Indenture, Section 805 of the Original Indenture is hereby corrected by inserting the phrase “sixty-six and two-thirds percentum (66-2/3%) of” immediately following the words “equal to” in the penultimate sentence thereof.

SECTION 302.    Correction of Section 807.

In accordance with Section 1401(l) of the Original Indenture, Section 807 of the Original Indenture is hereby corrected by inserting the phrase “sixty-six and two-thirds percentum (66-2/3%) of” immediately following the words “equal to” in clause (d) in the first sentence thereof.

ARTICLE FOUR

MISCELLANEOUS PROVISIONS

SECTION 401.    Single Instrument.

This Supplemental Indenture No. 3 is an amendment and supplement to the Original Indenture as heretofore supplemented.  As amended and supplemented by this Supplemental Indenture No. 3, the Original Indenture, as heretofore supplemented, is in all respects ratified, approved and confirmed, and the Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 3 shall together constitute the Indenture.

SECTION 402.    Effect of Headings.

The Article and Section headings in this Supplemental Indenture No. 3 are for convenience only and shall not affect the construction hereof.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be duly executed as of the day and year first written above.

	KENTUCKY UTILITIES COMPANY
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Treasurer

ATTEST:
/s/ Xxxxxxx X. X’Xxxxx
Name:	Xxxxxxx X. X’Xxxxx
Title:	Vice President and Deputy General Counsel,
	Legal and Environmental Affairs

	THE BANK OF NEW YORK MELLON, as Trustee
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President

COMMONWEALTH OF KENTUCKY	)
	)	ss.:
COUNTY OF JEFFERSON	)

On this 5th day of November, 2013, before me, a notary public, the undersigned, personally appeared Xxxxxx X. Xxxxxxx, who acknowledged himself to be the Treasurer of KENTUCKY UTILITIES COMPANY, a corporation of the Commonwealths of Kentucky and Virginia and that he, as such Treasurer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Treasurer.

In witness whereof, I hereunto set my hand and official seal.

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Notary Public, State at Large, KY

My Commission expires 6/21/2014

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 5th day of November, 2013, before me, a notary public, the undersigned, personally appeared Xxxxxxxx Xxxxxxx, who acknowledged herself to be a Vice President of THE BANK OF NEW YORK MELLON, a corporation and that she, as Vice President, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by herself as Vice President.

In witness whereof, I hereunto set my hand and official seal.

	By:	/s/ Xxxxx Xxx
		Xxxxx Xxx
		Notary Public, State of New York
		Notary #: 01LE6161129
		Qualified in in New York County
		Commission expires 2/20/2015

The Bank of New York Mellon hereby certifies that its precise name and address as Trustee hereunder are:

The Bank of New York Mellon

Global Structured Finance

000 Xxxxxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn:  Global Americas

	THE BANK OF NEW YORK MELLON, as Trustee
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President

CERTIFICATE OF PREPARER

The foregoing instrument was prepared by:

Xxxxx X. Xxxxx, Senior Corporate Attorney

Kentucky Utilities Company

000 Xxxx Xxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx  00000

/s/ Xxxxx X. Xxxxx

Xxxxx X. Xxxxx

EXHIBIT A

KENTUCKY UTILITIES COMPANY

Bonds Issued and Outstanding

under the Indenture

Supplemental Indenture No.		Dated as of		Series No.		Series Designation		Date of Securities		Principal Amount Issued			Principal Amount Outstanding(1)
1		October 15, 2010		1		Collateral Series 2010		October 28, 2010		$	350,779,405		$	350,779,405
2		November 1, 2010		2		1.625% Series due 2015		November 16, 2010		$	250,000,000		$	250,000,000
				3		3.250% Series due 2020		November 16, 2010		$	500,000,000		$	500,000,000
				4		5.125% Series due 2040		November 16, 2010		$	750,000,000		$	750,000,000

(1)    As of November 1, 2013.

A-1

EXHIBIT B(1)

KENTUCKY UTILITIES COMPANY

Filing and Recording
of

Indenture, dated as of October 1, 2010

COUNTY NAME		BOOK & PAGE NUMBER
Xxxxx		MB 297, Pg 000
Xxxxxxxx		XX 453, Pg 00
Xxxxxxx		XX 48, Pg 00
Xxxxxx		XX 450, Pg 284
Bath		MB 191, Pg 0
Xxxx		XX 000, Xx 0
Xxxxxxx		XX 516, Pg 1
Xxxxx		MB 600, Pg 000
Xxxxxxx		XX 256, Pg 000
Xxxxxxx		XX 0000, Xx 0
Xxxxxxxx		XX 267, Pg 000
Xxxxxxx		XX 204, Pg 000
Xxxxx		XX 212, Pg 676
Christian		MB 1236, Pg 1
Xxxxx		MB 701, Pg 000
Xxxx		XX 197, Pg 000
Xxxxxxxxxx		XX 189, Pg 000
Xxxxxx		XX X0, Xx 0
Xxxxxxx		XX 7007, Pg 000
Xxxxxxx		XX 283, Pg 000
Xxxxxxxx		XX 1184, Pg 000
Xxxxxx		XX 168, Pg 1
Gallatin		MB 193, Pg 1
Xxxxxxx		MB 302, Pg 000
Xxxxxxx		XX 00-X, Xx 0
Xxxxx		XX 261, Pg 427
Xxxxxx		MB 1957, Pg 000
Xxxxxx		XX 392, Pg 000
Xxxxxxxx		XX 339, Pg 1
Xxxx		MB 310, Pg 00
Xxxxx		XX 296, Pg 1
Xxxxxxx		MB 101, Pg 59
Xxxxxxx		MB 1000, Pg 1
Jessamine		MB 1029, Pg 42

B(1)-1

Xxxx		MB 374, Pg 1
Xxxxx		MB 294, Pg 000
Xxxxxx		XX 965, Pg 000
Xxx		XX 102, Pg 1
Lincoln		MB 376, Pg 1
Xxxxxxxxxx		MB 270, Pg 1
Lyon		MB 202, Pg 1
Madison		MB 1365, Pg 1
Xxxxxx		MB 344, Pg 1
Xxxxx		MB 375, Pg 1
XxXxxxxxx		MB 1282, Pg 1
XxXxxx		MB 168, Pg 1
Xxxxxx		MB 000, Xx 0
Xxxxxxxxxx		XX 450, Pg 000
Xxxxxxxxxx		XX 000, Xx 00
Xxxxxx		XX 910, Pg 000
Xxxxxxxx		XX 000, Xx 0
Xxxx		XX 448, Pg 000
Xxxxxx		XX 1904, Pg 0
Xxxx		XX 000, Xx 0
Xxxxxxxxx		XX 325, Pg 1
Pulaski		MB 1249, Pg 1
Xxxxxxxxx		MB 55, Pg 000
Xxxxxxxxxx		XX 228, Pg 1
Rowan		MB 000, Xx 00
Xxxxxxx		XX 329, Pg 00
Xxxxx		XX 0000, Xx 0
Xxxxxx		XX 836, Pg 1
Xxxxxx		MB 479, Pg 000
Xxxxxxx		XX 180, Pg 000
Xxxxx		XX 381, Pg 000
Xxxxxxxxxx		XX 242, Pg 1
Xxxxxxx		MB 291, Pg 000
Xxxxxxx		XX 000, Xx 0
Xxxxxxxx		XX 634, Pg 329

B(1)-2

EXHIBIT B(2)

KENTUCKY UTILITIES COMPANY

Filing and Recording

of

Supplemental Indenture No. 1, dated as of October 15, 2010,

to

Indenture, dated as of October 1, 2010

COUNTY NAME		BOOK & PAGE NUMBER
Xxxxx		MB 298, Pg 00
Xxxxxxxx		XX 453, Pg 000
Xxxxxxx		XX 49, Pg 00
Xxxxxx		XX 000, Xx 000
Xxxx		XX 190, Pg 000
Xxxx		XX 294, Pg 000
Xxxxxxx		XX 517, Pg 75
Xxxxx		MB 601, Pg 000
Xxxxxxx		XX 257, Pg 000
Xxxxxxx		XX 1345, Pg 000
Xxxxxxxx		XX 268, Pg 000
Xxxxxxx		XX 204, Pg 000
Xxxxx		XX 213, Pg 530
Christian		MB 1237, Pg 000
Xxxxx		XX 703, Pg 000
Xxxx		XX 198, Pg 000
Xxxxxxxxxx		XX 190, Pg 482
Xxxxxx		MB E9, Pg 000
Xxxxxxx		XX 7018, Pg 000
Xxxxxxx		XX 284, Pg 78
Franklin		MB 1186, Pg 000
Xxxxxx		XX 168, Pg 000
Xxxxxxxx		XX 193, Pg 000
Xxxxxxx		XX 302, Pg 000
Xxxxxxx		XX 19-F, Pg 73
Green		MB 263, Pg 18
Xxxxxx		MB 1959, Pg 000
Xxxxxx		XX 393, Pg 000
Xxxxxxxx		XX 339, Pg 000
Xxxx		XX 310, Pg 000
Xxxxx		XX 297, Pg 000
Xxxxxxx		XX 122, Pg 17

B(2)-1

Xxxxxxx		MB 1001, Pg 000
Xxxxxxxxx		XX 1031, Pg 000
Xxxx		XX 375, Pg 00
Xxxxx		XX 000, Xx 00
Xxxxxx		XX 967, Pg 00
Xxx		XX 101, Pg 000
Xxxxxxx		XX 000, Xx 000
Xxxxxxxxxx		XX 000, Xx 000
Xxxx		XX 202, Pg 000
Xxxxxxx		XX 1367, Pg 000
Xxxxxx		XX 345, Pg 1
Xxxxx		MB 376, Pg 000
XxXxxxxxx		XX 1284, Pg 000
XxXxxx		XX 168, Pg 000
Xxxxxx		XX 531, Pg 000
Xxxxxxxxxx		XX 451, Pg 000
Xxxxxxxxxx		XX 602, Pg 000
Xxxxxx		XX 000, Xx 000
Xxxxxxxx		XX 135, Pg 000
Xxxx		XX 449, Pg 000
Xxxxxx		XX 1909, Pg 000
Xxxx		XX 228, Pg 000
Xxxxxxxxx		XX 000, Xx 000
Xxxxxxx		XX 1251, Pg 000
Xxxxxxxxx		XX 56, Pg 000
Xxxxxxxxxx		XX 227, Pg 000
Xxxxx		XX X000, Xx 00
Xxxxxxx		XX 330, Pg 000
Xxxxx		XX 00, Xx 000
Xxxxxx		XX 838, Pg 000
Xxxxxx		XX 480, Pg 000
Xxxxxxx		XX 181, Pg 000
Xxxxx		XX 382, Pg 000
Xxxxxxxxxx		XX 242, Pg 000
Xxxxxxx		XX 292, Pg 000
Xxxxxxx		XX 529, Pg 000
Xxxxxxxx		XX 635, Pg 563

B(2)-2

EXHIBIT B(3)

KENTUCKY UTILITIES COMPANY

Filing and Recording

of

Supplemental Indenture No. 2, dated as of November 1, 2010,

to

Indenture, dated as of October 1, 2010

COUNTY NAME		BOOK & PAGE NUMBER
Xxxxx		MB 298, Pg 000
Xxxxxxxx		XX 454, Pg 000
Xxxxxxx		XX 49, Pg 000
Xxxxxx		XX 000, Xx 000
Xxxx		XX 191, Pg 000
Xxxx		XX 295, Pg 000
Xxxxxxx		XX 517, Pg 000
Xxxxx		XX 602, Pg 000
Xxxxxxx		XX 257, Pg 000
Xxxxxxx		XX 1348, Pg 00
Xxxxxxxx		XX 268, Pg 000
Xxxxxxx		XX 205, Pg 000
Xxxxx		XX 213, Pg 755
Christian		MB 1239, Pg 000
Xxxxx		XX 704, Pg 000
Xxxx		XX 198, Pg 000
Xxxxxxxxxx		XX 190, Pg 000
Xxxxxx		XX F9, Pg 00
Xxxxxxx		XX 7033, Pg 000
Xxxxxxx		XX 284, Pg 000
Xxxxxxxx		XX 1188, Pg 000
Xxxxxx		XX 168, Pg 000
Xxxxxxxx		XX 193, Pg 000
Xxxxxxx		XX 303, Pg 000
Xxxxxxx		XX 19-F, Pg 000
Xxxxx		XX 263, Pg 293
Xxxxxx		MB 1961, Pg 000
Xxxxxx		XX 394, Pg 000
Xxxxxxxx		XX 340, Pg 000
Xxxx		XX 000, Xx 00
Xxxxx		XX 298, Pg 98
Xxxxxxx		MB 122, Pg 92

B(3)-1

Xxxxxxx		MB 1003, Pg 000
Xxxxxxxxx		XX 1033, Pg 000
Xxxx		XX 375, Pg 000
Xxxxx		XX 296, Pg 000
Xxxxxx		XX 968, Pg 000
Xxx		XX 101, Pg 000
Xxxxxxx		XX 000, Xx 000
Xxxxxxxxxx		XX 000, Xx 000
Xxxx		XX 202, Pg 000
Xxxxxxx		XX 1369, Pg 000
Xxxxxx		XX 345, Pg 000
Xxxxx		XX 376, Pg 000
XxXxxxxxx		XX 1287, Pg 000
XxXxxx		XX 168, Pg 000
Xxxxxx		XX 532, Pg 000
Xxxxxxxxxx		XX 452, Pg 000
Xxxxxxxxxx		XX 603, Pg 000
Xxxxxx		XX 000, Xx 000
Xxxxxxxx		XX 135, Pg 000
Xxxx		XX 449, Pg 000
Xxxxxx		XX 1914, Pg 000
Xxxx		XX 229, Pg 000
Xxxxxxxxx		XX 000, Xx 000
Xxxxxxx		XX 1254, Pg 000
Xxxxxxxxx		XX 56, Pg 000
Xxxxxxxxxx		XX 227, Pg 000
Xxxxx		XX X000, Xx 000
Xxxxxxx		XX 330, Pg 000
Xxxxx		XX 1012, Pg 000
Xxxxxx		XX 839, Pg 000
Xxxxxx		XX 480, Pg 000
Xxxxxxx		XX 182, Pg 000
Xxxxx		XX 382, Pg 000
Xxxxxxxxxx		XX 242, Pg 000
Xxxxxxx		XX 292, Pg 000
Xxxxxxx		XX 529, Pg 000
Xxxxxxxx		XX 637, Pg 103

B(3)-2

EXHIBIT B(4)

KENTUCKY UTILITIES COMPANY

UCC Filings — Kentucky Secretary of State

for

Indenture dated as of October 1, 2010,

as supplemented

File No.		Date
2010-2481173-19.01		October 8, 2010
2010-2481173-19.02		November 11, 2010
2010-2481175-31.01		October 8, 2010
2010-2481175-31.02		November 11, 2010

B(4)-1

EXHIBIT C

KENTUCKY UTILITIES COMPANY

Real Property

Schedule of real property owned in fee located in the Commonwealth of Kentucky

Xxxxxx County, Kentucky:

BEGINNING at an existing steel post standing in a chain link fence at the West side of the Dressin-Sunshine Road and at the Southeast corner of the store room lot; thence with the chain link fence N 84° 21’ 55” W 368.93 feet to an existing steel post standing in a chain link fence at the Southwest corner of the store room lot; thence continuing with the chain link fence N 03° 01’ 27” 110.15 feet to an existing steel post standing in a chain link fence at the corner of the store room lot; thence continuing with the chain link fence N 49° 15’ 58” E 179.24 feet to an existing steel post standing in a chain link fence at the South side of Tarbot Lane; thence continuing with the chain link fence S 82° 13’ 31” E 119.50 feet to an existing steel post standing in a chain link fence at the South side of Tarbot Lane at the intersection with Dressin-Sunshine Road; thence along the West side of Dressin-Sunshine Road toward Dressin S 32° 57’ 16” E 93.91 feet to a steel pin and cap set; thence crossing the Dressin-Sunshine Road N 85° 13’ 52” E passing a steel pin and cap set as a reference at 45.00 feet, a total of 74.00 feet to a corner which is not accessible; thence N 11° 09’ 44” W passing a steel pin and cap set as a reference at 5.00 feet, a total distance of 65.00 feet to a steel pin and cap set at the South side of Tarbot Lane; thence along and with Tarbot Lane S 85° 28’ 50” E 80.00 feet to a steel pin and cap set at the railroad right-of-way; thence along and with the railroad right-of-way S 06° 37’ 35” E 135.00 feet to a steel pin and cap set at the railroad right-of-way, being also the Southeast corner of this tract, said point being located 863 feet northerly along the track from railroad mile post number 243; thence S 83° 19’ 34” W 115.00 feet, crossing the Dressin-Sunshine Road to a steel pin and cap set at the West side of the road; thence S 09° 16’ 07” E 85.50 feet to the point of beginning, containing 1.93 acres, as surveyed by Xxxxx X. Xxxxxx, Kentucky Registered Surveyor, License Number 2063, on February 26, 1996.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated June 18, 1996, of record in Deed Book 324, Page 457 in the Office of the Clerk of Xxxxxx County, Kentucky.

Xxxxx County, Kentucky:

Being Tract A-1 as shown on the Minor Plat approved by the Danville-Xxxxx County Planning & Zoning Commission on January 16, 2013, and recorded at Plat Book 1847B, Page 1, in the Office of the Clerk of Xxxxx County, Kentucky and containing 4.0 acres.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by General Warranty Deed given by Xxxxxx X. Xxx and Xxxxxxx X. Xxx, dated February 13, 2013 and lodged for record in Deed Book 490, Page 484, in the office of the Xxxxx County Clerk.

C-1

Fayette County, Kentucky:

Beginning at a point in the north property line of the Winchester Pike where it intersects the east property line of Xxxx Road; thence along the east property line of Xxxx Road for three calls N 18° 48’ W 52.3 feet, S 71° 12’ W 5 feet and N 18° 48’ W 607.82 feet to a corner with X. X. Xxxxxx; thence with the line  of  Xxxxxx N 71° 12’ E 793 feet  to the line of Dr. Xxxx Xxxxxx; thence with Xxxxxx for four calls S 01° 45’ W. 117.65 feet, S 01° 53’ W 207.6 feet, N 84° 24’ E 109.6 feet and S 01° 04’ E  628.4 feet to the aforesaid north property line of the Winchester Pike; thence along the north property line of the Winchester Pike N 84° 21’ W 647.2 feet to the beginning, and containing 13.19 acres. (Italicized items were omitted from legal in source deed of record in Deed Book 1437, Page 677, but included in deed of record in Deed Book 600, Page 474, both references to the Fayette County Clerk’s office).

There is EXCEPTED from the foregoing conveyance a certain parcel thereof conveyed to XxXxxx Construction Company, Inc., by deed of record in Deed Book 612, Page 236, in the Fayette County  Clerk’s Office; there is further excepted from the conveyance herein that certain right-of-way conveyed to the Commonwealth of Kentucky, Department of Highways, by deed dated July 6, 1962, and of record in Deed Book 748, Page 380, in the aforementioned Clerk’s Office; there is further excepted certain easements and right-of-way agreements with the Southern Xxxx Telephone and Telegraph Company and the General Telephone Company of Kentucky, dated July 11, 1962 and June 4, 1962, recorded in Deed Book 763, Page 354, in Deed Book 742, Page 463, in the aforementioned Clerk’s Office.

NOTE: The above legal description of the Property was revised pursuant to a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S. #3118, dated the 12th day of July, 2012, as follows:

BEGINNING at an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments), said pin being located at the Southwest corner of the property being surveyed and being located on the North edge of Right-of-Way of US Hwy 60 (a.k.a Winchester Road) and being on the eastern edge of right-of-way of Xxxx Road, said right-of-way conveyed to the Commonwealth of Kentucky (D.B. 748, Pg. 380), said pin being 100’ north of the centerline of US Hwy 60 and having Kentucky State Plane — North Zone Coordinates (NAD83) N=197050.07 E=1592508.00 and also being N01°07’25”W — 0.50’ from the center of a damaged right-of-way marker found, said pin being located in Fayette County, Kentucky and being the POINT OF BEGINNING for this description; Thence leaving the northern edge of right-of-way of US Hwy 60 and with the eastern edge of right-of-way of Xxxx Road, N26°30’39”W — 161.46 feet to an iron pin set on said right-of-way, said pin being 19 feet east of centerline of Xxxx Road;  Thence continuing with the eastern edge of right-of-way of Xxxx Road, and being 00 xxxx xxxx xx xxxxxxxxxx, X00x00’14”W — 479.84 feet to an iron pin set on the eastern edge of said right-of-way, said pin being a three-way corner of the subject property, Xxxxx Xxxxxxx XxXxxx (D.B. 637, Pg. 403) and XxXxxx Construction Company (D.B. 612, Pg. 236);  Thence leaving the corner of Xxxxx Xxxxxxx XxXxxx and with the line of XxXxxx Construction Company (D.B. 000, Xx. 000), X00x00’46”E — passing a 1” Iron Pipe Found at 0.43 feet and passing an iron witness pin set at 758.11 feet and continuing at the same bearing an additional 0.04’ feet to a ¾” Iron Pipe Found, (the total length of this line being 758.15 feet), said pipe being the Southeast corner of XxXxxx Construction Company (D.B. 612, Pg. 236) and being on the western boundary line of Xxxx Xxxxxx (D.B. 589, Pg. 271);  Thence leaving the line of XxXxxx Construction Company and with the line of Xxxxxx, S02°01’24”W — passing an iron witness pin set at 193.80 feet and continuing at the same bearing an additional 3.02 feet  for a total distance being 196.82 feet to an 10” Wood Post Found, N84°34’49”E — passing an iron witness pin set at 3.02 feet and at 107.97 feet and continuing an additional 0.53 feet to a 12” Wood Post Found (the overall total distance of this line is 108.50 feet), S01°07’25”E — passing an iron witness pin set at 0.50 feet and at 628.09 feet and continuing an additional 0.11 feet to a ¾” Iron Pipe Found (the overall total distance of this line is 628.20 feet), said pipe being on the north edge of right-of-

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way of US Hwy 60 and being 75 feet north of centerline of US Hwy 60 and being the Southwest corner of Xxxx Xxxxxx (D.B. 589, Pg. 271);  Thence leaving the line of Xxxxxx and with the Northern edge of right-of-way of US Hwy 60, N84°23’58”W — 140.59 feet to an iron pin set, said pin being 75’ North of centerline of US Hwy 60, N78°41’19”W — 251.25 feet to an iron pin set, said pin being 100 feet north of centerline of US Hwy 60 and N84°23’58”W — 250.00 feet to the Point of Beginning and containing 11.844 acres by survey.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, pursuant to deed dated September 21, 2012, of record in Deed Book 3101, Page 213, in the Fayette County Clerk’s office.

Lyon County, Kentucky:

Lot Number Twenty-five (#25), in Xxxx Xxxx Subdivision as shown by Plat of said subdivision record in Plat Cabinet 1, Slide 88, Lyon County Clerk’s Office.

BEING the same property conveyed Kentucky Utilities Company, a Kentucky corporation, by Deed dated October 16, 2013, of record in Deed Book 159, Page 260, in the Office of the County Clerk of Lyon County, Kentucky.

Xxxxxxx County, Kentucky:

BEGINNING at a ¼” x 2” Mag Nail with washer stamped “Xxxxx PLS# 3118” set in the centerline of Black Rock Road, said nail being a corner of the property being surveyed and being the Northwest corner of Xxxxxxx Xxxxxxx (D.B. 152, Pg. 654), said nail being S81°55’30”W — 10.21 feet from the center of a Walnut tree xxxxx, said nail also being approx. 0.61 miles east of the intersection of centerlines of Black Rock Road and Xxxxxx Road and lying in Xxxxxxx County, Kentucky and being the Point of Beginning for this description; Thence leaving the corner of Beckham and with the centerline of Black Rock Road, N17°30’50”W — 36.11 feet to a point, N29°05’05”W — 45.18 feet to a point, N38°18’35”W — 15.87 feet to a point, and N64°19’53”W — 8.61 feet to a ¼” x 2” Mag Nail with washer stamped “Xxxxx PLS#3118” set in the centerline of Black Rock Road, said nail being the South east corner of Xxxx Xxxxxxxx (D.B. 104, Pg. 731); Thence leaving the centerline of Black Rock Road and with the line of Xxxxxxxx, N25°40’07”E — passing an iron witness pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments) at 18.71 feet and continuing at the same bearing for a total distance of 30.20 feet to the center of a Walnut Tree Xxxxx; Thence continuing with the line Xxxxxxxx, N15°30’31”W — passing an iron witness pin set at 1.45 feet and continuing at the same bearing for a total distance of 274.15 feet to an iron pin set, N82°45’32”E — 64.79 feet to an iron pin set, N22°49’08”W — 240.66 feet to an iron pin set, and N75°47’28”E — 573.52 feet to an iron pin set, said pin being a corner of Xxxx Xxxxxxxx and being on the west line of Kentucky Utilities Company (D.B. 180, Pg. 253); Thence leaving the line of Schithier (sic) and with the west line of Kentucky Utilities Company, S00°22’25”W — 470.50 feet to an iron pin found (PLS# 0000), X00x00’26”E — 524.36 feet to an iron pin found (PLS# 0000), X00x00’39”E — 324.35 feet to an iron pin found (PLS# 2251) and S11°16’39”E — 19.41 feet to a P.K. nail found in the centerline of Black Rock Road, said nail being the Southwest corner of Kentucky Utilities Company; Thence leaving the line of Kentucky Utilities Company and with the centerline of Black Rock Road, S87°43’08”W — 67.45 feet to a point, N84°56’24”W — 36.73 feet to a point, N71°19’51”W — 68.04 feet to a point, and N63°07’56”W — 58.48 feet to a ¼” x 2” Mag Nail with washer stamped “Xxxxx PLS# 3118” set in the centerline of Black Rock Road, said nail being the Southeast corner of Xxxxxxx Xxxxxxx (D.B. 152, Pg. 654); Thence leaving the centerline of Black Rock Road and with the line of Xxxxxxx, X00x00’00”W — passing an iron witness pin set at 31.50 feet and continuing at

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the same bearing for a total distance of 587.85 feet to an iron pin set at the base of fence corner post and S81°55’30”W — passing an iron witness pin set at 115.32 feet and passing the centerline of a walnut tree xxxxx (mentioned above) at 125.07 feet and continuing at the same bearing for a total distance of 135.28 feet to the Point of Beginning for this description and containing 11.306 acres by survey.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated January 14, 2010, of record in Deed Book 181, Page 276, in the Office of the Clerk of Xxxxxxx County, Kentucky.

Gallatin County, Kentucky:

Parcel 1:

BEGINNING at a mag nail set (1/4” x 2” Mag Nail with washer Stamped “Xxxxx P.L.S. #3118”, as will be typical for all Mag Nails set), said nail being a common corner of the parent tract of Xxxxx & Xxxxxx and being a corner of Xxxxxx Xxxxxx and Xxxx X. Xxxxxx Xxxxx (D.B. 92, Pg. 53, Gallatin Co.; D.B. 157, Pg. 97, Xxxxxxx Co.; D.B. 45, Pg. 601, Xxxxxxx Co.; D.B. 24, Pg. 308, Gallatin Co.; hereinafter referred to as the Xxxxxx & Xxxxxx property), said point being approx. 0.79 miles north of the intersection of centerlines of Xxxxxxxxxx Road and Black Rock Road, said nail lying in the centerline of Xxxxxxxxxx Road, Gallatin County, Kentucky and being the Point of Beginning for this description; Thence with the centerline of Xxxxxxxxxx Road and the line of the Xxxxxx & Xxxxxx property, N33°08’48”W — 124.58 feet to a Mag nail set in the centerline of said road; Thence leaving the centerline of the road but continuing with the line Xxxxxx & Xxxxxx property, N20°03’34”W — 826.58 feet to an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments), said pin being 46.98 feet east of the centerline of Xxxxxxxxxx Xxxx, X00x00’33”W — 483.25 feet to an iron pin set, said pin being 14.32 feet east of the centerline of Xxxxxxxxxx Road and N17°06’39”W — 179.61 feet to a point in Xxxxxxxxxx Road, said point being 1.51 feet east of the centerline of Xxxxxxxxxx Road, said point being on the eastern line of the Xxxxxx & Xxxxxx property and being a corner of Xxxx Xxxxxx (D.B. 106, Pg. 418, Gallatin Co.); Thence leaving the line of the Xxxxxx & Xxxxxx property and with the line of Xxxxxx, S89°59’53”E — passing an iron witness pin found (PLS# 3423) at 11.48 feet and continuing at the same bearing for a total distance of 1448.41 feet to an iron pin found with no ID cap, S00°21’02”W — 151.50 feet to an iron pin found, (PLS# 3423), S29°54’30”W — 86.01 feet to an iron pin found (PLS# 3423), and N89°21’44”E — 1062.54 feet to an iron pin found (PLS# 1961), said pin being a four way corner of the parent tract, Xxxx Xxxxxx, Xxxxx and Xxxxxxxx Xxxxxxx (D.B. 34, Xx. 000, X.X. 33, Pg. 303), and Xxxxx Xxxxxx (D.B. 47, Pg. 202, Gallatin Co.); Thence leaving the line of Xxxxxx and Xxxxxxx and with the line of Xxxxxx, X00x00’53”W — passing pins found online at 90.99 feet, 190.02 feet, 390.04 feet, 490.02 feet, 689.92 feet and 789.87 feet all with an identification cap bearing PLS# 1961, and continuing 100.04 feet to an iron pin found (PLS# 1961) a total distance of 889.91 feet, said pin being a common corner of the parent tract and Xxxxxx; Thence continuing with the line of Xxxxxx S88°19’41”W — passing pins found online at 128.77 feet, 228.80 feet, 428.72 feet and 928.70 feet to an iron pin set, said pin being a total distance of 928.70 feet, said pin being a common corner of the parent tract, Xxxxxx, and the Xxxxxx & Xxxxxx property (D.B. 92, Pg. 53, Gallatin Co.; D.B. 157, Pg. 97, Xxxxxxx Co.; D.B. 45, Pg. 601, Xxxxxxx Co.; D.B. 24, Pg. 308, Gallatin Co.); Thence leaving the line of Xxxxxx and with the line of Xxxxxx & Xxxxxx property, S73°46’07”W — 749.80 feet to the Point of Beginning and containing 49.898 acres by survey.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated January 8, 2010, of record in Deed Book 108, Page 334, in the Office of the Clerk of Gallatin County, Kentucky.

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Parcel 2:

COMMENCING at a ¼” x 2” Mag Nail Set in the Centerline of Xxxxxxxxxx Road, said Mag nail being approximately 0.46 mile north of the intersection of centerlines of Xxxxxxxxxx Road and Black Rock Road, and being the Southeast Corner of Kentucky Utilities Company (D.B. 108, Pg. 324 - Gallatin County and X.X. 000, Xx. 000 - Xxxxxxx Xxxxxx); Thence leaving the centerline of Xxxxxxxxxx Road and with the line of Kentucky Utilities Company, S79°59’44”W — 18.95 feet to an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments) at a fence corner post, on the west edge of right-of-way of Xxxxxxxxxx Road, said pin being on the southern line of said Kentucky Utilities Company property and being the Northeast Corner of the property being surveyed and being the POINT OF BEGINNING for this description; Thence leaving the line of Kentucky Utilities Company and with the west edge of right-of-way of Xxxxxxxxxx Xxxx, X00x00’39”E — 55.88 feet to a point, S06°15’14”E — 32.48 feet to a point, S03°50’09”E — 45.71 feet to a point, S01°44’45”W — 31.70 feet to a point, S07°35’02”W — 29.65 feet to a point, S15°45’54”W — 28.98 feet to a point, S24°01’52”W — 24.03 feet to a point, S31°53’46”W — 24.34 feet to a point, S37°29’11”W — 44.36 feet to a point, and S37°52’36”W — 51.82 feet to an iron pin found (PLS# 2119), said iron pin found being 20.74 feet west of centerline of Xxxxxxxxxx Road and being a corner of Kentucky Utilities Company (Parcel Xx. 0, X.X. 000, XX. 000 — Xxxxxxx Xxxxxx, X.X. 107, PG. 584 — Gallatin County); Thence leaving the west edge of right-of-way of Xxxxxxxxxx Xxx and with the line of Kentucky Utilities Company, S66°00’56”W — 229.63 feet to an iron pin found (PLS# 2119) and N05°15’30”E — 362.43 feet to an iron pin found (PLS# 2119), said pin being the Northeastern corner of Kentucky Utilities Company (Parcel Xx. 0, X.X. 000, XX. 000 — Xxxxxxx Xxxxxx, X.X. 107, PG. 584 — Gallatin County) and being on the southern line of Kentucky Utilities Company (D.B. 108, Pg. 324 - Gallatin County and X.X. 000, Xx. 000 - Xxxxxxx Xxxxxx); Thence leaving the line of Kentucky Utilities Company (Parcel Xx. 0, X.X. 000, XX. 000 — Xxxxxxx Xxxxxx, X.X. 107, PG. 584 — Gallatin County) and with the line of Kentucky Utilities Company (D.B. 108, Pg. 324 - Gallatin County and X.X. 000, Xx. 000 - Xxxxxxx Xxxxxx), X00x00’44”E — 265.20 feet to the Point of Beginning and containing 2.032 acres by survey.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated March 18, 2011, of record in Deed Book 110, Page 776, and by Quitclaim Deed dated March 18, 2011, of record in Deed Book 111, Page 9, both in the Office of the Clerk of Gallatin County, Kentucky.

Parcel 3:

Tract 1:

BEING Tract No. 1 as shown on the Boundary Survey Plat of the Xxxxx Xxxxxx Property prepared from a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S. #3118, dated the 29th day of March, 2011 and approved by Warsaw, Glencoe and Gallatin County Planning Commission, Docket No. PS-11-21, on June 23, 2011, of record in Plat Cabinet B, Slide 194 in the aforesaid Office.

Tract 2:

BEING Tract No. 2 as shown on the Boundary Survey Plat of the Xxxxx Xxxxxx Property prepared from a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S. #3118, dated the 29th day of March, 2011 and approved by Warsaw, Glencoe and Gallatin County Planning Commission, Docket No. PS-11-21, on June 23, 2011, of record in Plat Cabinet B, Slide 194 in the aforesaid Office.

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Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated and recorded on June 30, 2011, in Deed Book 111, Page 575, and by Deed dated and recorded on June 30, 2011, of record in Deed Book 111, Page 579, both in the Office of the Clerk of Gallatin County, Kentucky.

Gallatin and Xxxxxxx Counties, Kentucky:

Parcel 1:

BEGINNING at a mag nail set (1/4” x 2” Mag Nail with washer Stamped “Xxxxx P.L.S. #3118”, as will be typical for all Mag Nails set), said nail being in the centerline of Xxxxxxxxxx Road and being a corner of Xxxxxx XxXxxx (D.B. 56, Pg. 12, Gallatin Co.) and being on the line of Xxxxx Xxxxxx (D.B. 47, Pg. 202, 4th tract), said pin being approximately 0.46 miles north of the intersection of centerlines of Xxxxxxxxxx Road and Black Rock Road, said nail lying in Gallatin County, Kentucky being the Point of Beginning for this description; Thence leaving the centerline of Xxxxxxxxxx Road and leaving the line of Xxxxx Xxxxxx and with the line of Xxxxxx XxXxxx, S73°59’44”W — passing an iron witness pin set at wood fence post at 18.95 feet and continuing for a total distance of 284.15 feet to an iron pin found (PLS# 2119), said pin being a corner of Xxxxxx XxXxxx and Kentucky Utilities Company (D.B. 000, Xx. 000, Xxxxxxx Xxxxxx); Thence leaving the line of XxXxxx and with the line of Kentucky Utilities Company, S74°23’18”W — 796.56 feet to an iron pin found (PLS# 0000), X00x00’26”W — 354.68 feet to an iron pin found (PLS# 2251), and S74°48’55”W — 353.47 feet to an iron pin found (PLS# 2251), said pin being a corner of Xxxx Xxxxxxxx (D.B. 104, Pg. 731) and Kentucky Utilities Company; Thence leaving the line of Kentucky Utilities Company and with the line of Xxxxxxxx, N18°41’13”W — passing an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments), online at 896.97 feet and continuing for a total distance of 1857.57 feet to an iron pin set adjacent to a wood post found adjacent to a 48” Oak Tree as called for in Kentucky Utilities Company (D.B. 122, Pg. 516) and being a corner of Kentucky Utilities Company (D.B. 122, Pg. 516, Xxxxxxx Co.); Thence leaving the line of Xxxxxxxx and with the line of Kentucky Utilities Company, N35°57’22”W — 508.19 feet to an iron pin found (PLS# 3423 and PLS# 3729), N32°39’34”W — 646.80 feet to an iron pin set adjacent to a fence corner post as called for in D.B. 122, Pg. 516, and N14°33’07”W — 297.00 feet to an iron pin set, said pin being a corner of Xxxxx X. Xxxxx and Xxxxxxx Xxxxx (D.B. 72, Pg. 199, Gallatin Co. and D.B. 129, Pg. 319, Xxxxxxx Co.); Thence leaving the line of Kentucky Utilities Company and with the line of White, N73°10’03”E — 396.34 feet to an iron pin set (PLS# 3423), said pin being a corner of White and being a corner of the property being claimed by Xxxx Xxxxxx (No Deed Found); Thence leaving the corner of White and with property being claimed by Xxxxxx, N75°50’04”E — 270.70 feet to an iron pin found (PLS# 3423), said pin being a corner of the property being claimed by Xxxxxx and being corner of the Xxxx Xxxxxx property (D.B. 106, Pg. 418, Gallatin Co.); Thence leaving the property being claimed by Xxxx Xxxxxx (No Deed Found) and with the line of Xxxx Xxxxxx (D.B. 000, Xx. 000), X00x00’04”E — 832.33 feet to an iron pin found (PLS# 3423), said pin being a corner of the property of Xxxx Xxxxxx and Kentucky Utilities Company (D.B. 107, Pg. 590, Gallatin Co.); Thence leaving the line of Xxxxxx and with the Kentucky Utilities Company Line, N75°50’04”E — passing an iron witness pin found (PLS# 3423) at 142.51 feet continuing for a total distance of 147.51 feet to an Ash Tree Found, said Ash Tree being a corner of Kentucky Utilities Company and Xxxx Xxxxxx; thence leaving the line of Kentucky Utilities Company and with the line of Xxxx Xxxxxx, N75°50’04”E — passing a found P.K. nail in the Xxxxxxxxxx Road at 15.29 feet and continuing for a total distance of 16.90 feet to a mag nail set in the centerline of Xxxxxxxxxx Road; Thence continuing with the first the line of Xxxxxx and second the line of Xxxxx Xxxxxx (D.B. 47, Pg. 342 Gallatin Co. and X.X. 00, Xx. 000, Xxxxxxxx Xx.), X00x00’39”E — 187.53 feet to an iron pin set, said pin being 14.32 feet east of the centerline of Xxxxxxxxxx Road and being a corner of Xxxxx Xxxxxx; Thence continuing with the line of Xxxxxx, S53°24’33”E — 483.25 feet to an iron pin set, said pin being 46.98 feet east of the centerline of Xxxxxxxxxx Xxxx, X00x00’34”E —

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826.58 feet to a mag nail set in the centerline of Xxxxxxxxxx Road and S33°08’48”E — 124.58 feet to a mag nail set in the centerline of Xxxxxxxxxx Road; Thence leaving the centerline of Xxxxxxxxxx Road and continuing with the line of Xxxxx Xxxxxx N73°46’07”E — 749.80 feet to an iron pin set a fence corner post, said pin being a corner of Xxxxx Xxxxxx (D.B. 47, Pg. 202, 2nd tract); Thence leaving the line of Xxxxxx and with the line of Xxxxxx, X00x00’19”E — 1690.61 feet to an iron pin found (PLS# 3423), said pin being in the northwestern edge of an existing gravel driveway, said pin also being the southeast corner of the parent tract and being a corner of Xxxxx Xxxxxx (D.B. 47, Xx. 000, 0xx xxxxx) and being on the line of Xxxxx Xxxxxx (D.B. 47, Pg. 202, 2nd tract); Thence leaving the line of Xxxxx Xxxxxx (D.B. 47, Pg. 202, 2nd tract) and with the line of Xxxxx Xxxxxx (D.B. 47, Xx. 000, 0xx xxxxx), the following thirteen courses:  S72°52’10”W — 25.17 feet an iron pin found (PLS# 0000), X00x00’39”E — 4.82 feet to an iron pin found (PLS# 0000), X00x00’21”W — 156.29 feet to an iron pin found (PLS# 1961), N83°18’42”W — 45.40 feet to an iron pin found (PLS# 1961), N58°15’22”W — 29.75 feet to an iron pin set a fence post, N59°33’40”W — 144.87feet to an iron pin set a fence post, N70°53’50”W — 71.88 feet to an iron pin set at a fence post, N78°52’05”W — 81.07 feet to a Mag Nail found in the centerline of Xxxxxxxxxx Road and continuing with the line of Xxxxxx and with the centerline of Xxxxxxxxxx Xxxx, X00x00’15”E — 34.78 feet to a point, S30°01’34”E — 26.82 feet to a point, S22°21’46”E — 47.61 feet to a point, S18°00’12”E — 94.61 feet to a point and S13°18’49”E — 50.14 feet to the Point of Beginning and containing 152.898 acres by survey.

This description prepared from a physical survey conducted by AGE Engineering, Xxxxxxx Xxxxx Ky. R.L.S. #3118, dated the 12th day of November, 2009.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed recorded on January 7, 2010, in Deed Book 181, Page 210, in the Office of the Clerk of Xxxxxxx County, Kentucky, and by Deed recorded on January 8, 2010, in Deed Book 108, Page 324, in the Office of the Clerk of Gallatin County, Kentucky.

Parcel 2:

Situated in the Commonwealth of Kentucky, Gallatin and Xxxxxxx County, east of the City of Ghent, being all of the remaining land heretofore conveyed to Xxxx X. and Xxxx X. Xxxxxx, by deed, recorded in Deed Book 106, Page 418 of the Gallatin County deed records, and being more particularly described as follows:

Beginning at an existing Ash tree on the northerly line of a tract of land heretofore conveyed to Kentucky Utilities Company by deed, recorded in Deed Book 108 Page 324 (Gallatin Co.) and Deed Book 181, Page 210 (Xxxxxxx Co.) and the southeasterly most corner of a tract of land heretofore conveyed to Kentucky Utilities Company, by deed, recorded in Deed Book 107 Page 590 of said Gallatin County deed records, and a point on the westerly right-of-way line of Xxxxxxxxxx Road being fifteen (15) feet from the center of said road, said tree witnessed by a found 5/8” iron pin stamped One Eleven #3423, N76°34’28”W, 5.00 feet;

Thence along said Kentucky Utilities Company tract of land on the following three (3) courses: (1) along said westerly right-of-way line of Xxxxxxxxxx Xxxx, X00x00’49”E, 147.50 feet to a found iron pin and cap stamped One Eleven 3423; (2) leaving said westerly right-of-way line, N76°34’28”W, 147.50 feet to a found iron pin and cap stamped One Eleven 3423; (3) S24°45’49”W, 147.50 feet to a found iron pin and cap stamped One Eleven 3423 on the northerly line of said Kentucky Utilities Company tract of land;

Thence along said northerly line, N76°34’28”W, passing a set iron pin and cap, at a distance of 832.50 feet, a total distance of 1103.10 feet to a set iron pin and cap at a southeasterly most corner of a tract of land heretofore conveyed to Kentucky Utilities, by deed, recorded in Deed Book 108 Page 247 and 108

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Page 443 (Gallatin County) as well as Deed Book 181 Page 104 and Deed Book 181 Page 109 (Xxxxxxx County);

Thence along the lines of said Kentucky Utilities Company tract of land, on the following three (3) courses:  (1) N49°25’56”E, 393.22 feet to a set iron pin and cap; (2) N06°21’30”E, 1647.79 feet to a set iron pin and cap; (3) S80°41’18”E, 1225.11 feet to a set iron pin and cap on a westerly line of a tract of land heretofore conveyed to Buell and Xxxxxxxx Xxxxxxx, by deeds, recorded in Deed Book 34 Page 440 and Deed Book 33 Page 303;

Thence along the lines of said Xxxxxxx’ tract of land on the following four (4) courses:  (1) S02°40’22”E, 282.87 feet to a set iron pin and cap; (2) S06°36’57”E, 610.38 feet to a set iron pin and cap; (3) S25°24’47”W, passing a set iron pin and cap at a distance of 263.30 feet, a total distance of 268.30 feet to a found fence post; (4) S72°21’10”E, passing a set iron pin and cap at a distance of 5.00 feet, and a distance of 239.70 feet on the westerly right-of-way line of Xxxxxxxxxx Road, a total distance of 298.06 feet to a set mag nail in the center of Xxxxxxxxxx Road and a southwesterly most corner of a tract of land heretofore conveyed to Xxxxx and Xxxx Xxxxxxx, by deed, recorded in Deed Book 83 Page 369, of the Gallatin County Deed Records;

Thence along the southerly line of said Xxxxx and Xxxx Xxxxxxx’ tract of land, on the following four (4) courses; (1) S70°39’09”E, 54.35 feet to a found ½” iron pin; (2) S70°39’09”E, passing a set iron pin and cap on the easterly right-of-way line of Xxxxxxxxxx Road, at a distance of 21.59 feet, a total distance of 1119.53 feet to a found fence post; (3) S68°41’56”E, 141.63 feet to a found fence post; (4) S66°40’41”E, passing a found iron pin and cap stamped Mylor #1961, at a southerly corner of said Buell and Xxxxxxxx Xxxxxxx’ tract of land, a total distance of 127.44 feet to a set iron pin and cap;

Thence along said line of Buell and Xxxxxxxx Xxxxxxx’ tract on the following two (2) courses: (1) S62°05’58”E, 811.82 feet to a fence post; (2) S29°25’17”W, 1420.15 feet to a found iron pin and cap stamped Mylor #1961 at the northwesterly most corner of a tract of land heretofore conveyed to Xxxxx and Xxxx Xxxxxx, by deed, recorded in Deed Book 47 page 202, and the northeasterly most corner of a tract of land heretofore conveyed to Kentucky Utilities Company by deed, recorded in Deed Book 108 Page 334 of the Gallatin County Deed Records;

Thence along the northerly line of said Kentucky Utilities Company tract of land on the following four (4) courses: (1) N63°04’43”W, 1062.48 feet to a set iron pin and cap; (2) N57°26’21”E, 86.04 feet to a set iron pin and cap; (3) N27°55’46”E, 151.59 feet to a found ½” iron pin; (4) N62°24’44”W, passing a set iron pin and cap on the westerly right-of-way line of Xxxxxxxxxx Road, a distance of 1436.90 feet a total distance of 1451.92 feet to a set mag nail in the center of Xxxxxxxxxx Road and on the easterly line of said Kentucky Utilities Company tract of land;

Thence along the lines of Kentucky Utilities Company tract of land, on the following two (2) courses: (1) along the center of Xxxxxxxxxx Xxxx, X00x00’49”E, 7.15 feet to a set mag nail; (2) N76°34’28”W, 15.30 feet to the beginning.  Containing 128.3422 acres of land more or less, subject to easements, conditions, covenants, restrictions, and rights-of-way of record.

Further being subject to an existing 30 feet wide right-of-way for Xxxxxxxxxx Road, being 15 feet on either side of the following described centerline:

Beginning at set mag nail at the northeasterly most corner of a tract of land heretofore conveyed to Kentucky Utilities Company, by deed, recorded in Deed Book 108 Page 324 of the Gallatin County Deed Records and Deed Book 181, Page 210 of the Xxxxxxx County Deed Records and being more particularly described as follows:  Thence N24°45’49”E, 192.38 feet to a set mag nail; Thence N25°54’22”E, 113.79

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feet to a set mag nail; Thence N25°15’06”E, 342.76 feet to a set mag nail; Thence N31°24’50”E, 87.96 feet to a set mag nail; Thence N46°04’17”E, 36.28 feet to a set mag nail; Thence N64°33’00”E, 38.84 feet to a set mag nail; Thence N73°18’02”E, 114.19 feet to a set mag nail; Thence N74°54’35”E, 64.49 feet to a set mag nail; Thence N77°56’39”E, 53.65 feet to a set mag nail; Thence N83°40’42”E, 53.30 feet to a set mag nail; Thence S86°25’53”E, 50.70 feet to a set mag nail at the southeasterly most corner of a tract of land heretofore conveyed to Xxxxx and Xxxx Xxxxxxx, by deed, recorded in Deed Book 83 Page 369 of the Gallatin County Deed Records; records and the terminus of the centerline description.  Containing 0.7971 of an acre of land more or less, subject to easements, conditions, covenants, restrictions, and rights-of-way of record.

Iron pins called to be set are 5/8” iron pins, twenty-four inches in length, with an orange cap stamped One Eleven #3423.

The above description and bearing system is based on the Kentucky Utilities Plant Grid System.  It is further based on a field survey made by One Eleven Engineering and Surveying PLLC dated October 21, 2009.

This survey prepared by One Eleven Engineering and Surveying PLLC, Xxxxx X. Xxxxxxx Xx. PLS, #3423 in the Commonwealth of Kentucky, October 21, 2009 and Revised March 16, 2010.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed recorded on March 18, 2010, in Deed Book 181, Page 684, in the Office of the Clerk of Xxxxxxx County, Kentucky, and by Deed recorded on March 18, 2010, in Deed Book 108, Page 668, in the Office of the Clerk of Gallatin County, Kentucky.

Parcel 3:

Tract 1:

The following is a description of a parcel of land lying on the east side of Xxxxxxxxxx Ridge Road, 3.0 miles, south of US 42, in Xxxxxxx & Gallatin Counties, Kentucky, and more particularly described as follows:

Beginning at Point in the center of Xxxxxxxxxx Road, from which a point in the center of Xxxxxxxxxx Road at the Northwest corner in parent tract bears N18°50’50”E 70.76 feet; thence leaving Xxxxxxxxxx Road and with a new made line over the land of Xxxxxx Xxxxx, Deed Book 57, Page 162, S80°50’47”E 22.24 feet to an Iron Pin (set); thence S80°50’47”E 363.82 feet to an Iron Pin (set); thence S01°09’13”W 532.94 feet to an Iron Pin (set); thence N84°24’15”W 171.52 feet to an Iron Pin (set); (a small family cemetery, marked by two 36” walnut and a 36” oak, is located two feet to the north and east of this Iron Pin); thence N84°38’44”W 214.39 feet to an Iron Pin (set); thence N84°38’44”W 21.13 feet to a Point in the center of Xxxxxxxxxx Road; thence with the center of Xxxxxxxxxx Road N01°15’09”W 48.85 feet; thence N00°19’26”E 46.30 feet; thence N02°31’36”E 69.20 feet; thence N03°51’27”E 109.71 feet; thence N05°06’05”E 282.94 feet to the Point of Beginning, containing 5.000 Acres, and subject to all rights-of-ways and easements of record or in existence.

The above description is in accordance with a survey made by Xxx X. Xxxxxxx, Xx. R.L.S. No. 1989 on June 15, 2001.

Tract 2:

Being Tract 1 as shown on that certain Plat of Xxxxxx Xxxx Property approved by Warsaw, Glencoe and

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Gallatin County Planning Commission, Docket No. PS-11-06, on March 17, 2011, of record in Plat Cabinet B, Slide 188 in the aforesaid Office.

Such property also being described as follows:

This property lies partially in Xxxxxxx and Gallatin County.

BEGINNING at a Mag Nail set (1/4” x 2” Mag Nail as will be common for all Mag Nails Set) at the intersection of centerline of Black Rock Road and Xxxxxxxxxx Road, having Kentucky State Plane Coordinate System — North Zone Coordinates of N=445025.67 E=1427841.89 and lying in Xxxxxxx County, Kentucky, and being the POINT OF BEGINNING for this description; Thence leaving the centerline of Black Rock Road and with the centerline of Xxxxxxxxxx Xxxx, X00x00’12”E — 104.87 feet to a point, N03°17’24”W — 274.82 to a mag nail found in the centerline of Xxxxxxxxxx Road, and N02°22’52”W — 357.79 feet to a Mag Nail set in the centerline of Xxxxxxxxxx road; Thence leaving the centerline of Xxxxxxxxxx Road and across the parent tract with three (3) new courses: S83°49’20”E — passing an iron witness pin set at 20.23 feet and continuing 388.36 for a total distance of 408.59 feet to an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments), N06°30’01”W — 559.60 feet to an iron pin set and N82°59’31”W — passing an iron witness pin set at 360.81 feet and continuing 20.18 feet for a total distance of 380.99 feet to a Mag Nail set in the centerline of Xxxxxxxxxx Road; Thence with the centerline of Xxxxxxxxxx Xxxx, X00x00’48”E — 143.72 feet to a point, N00°02’12”E — 82.74 feet to a point, N03°11’41”W — 58.58 feet to a point, N03°29’38”W — 32.42 feet to a point, N01°46’27”E — 39.12 feet to a point, N02°39’14”E — 36.02 feet to a point, N05°36’11”E — 35.32 feet to a point, N09°11’41”E — 39.18 feet to a point, N14°47’54”E — 37.80 feet to a point, N18°04’18”E — 55.15 feet to a point, N17°18’12”E — 37.94 feet to a point, N18°29’15”E — 25.69 feet to a point, N22°49’09”E — 26.39 feet to a point, N30°27’44”E — 80.46 feet to a point, N34°23’35”E — 32.71 feet to a point, N38°04’53”E — 36.86 feet to a point, N37°29’11”E — 45.44 feet to a point, N31°53’46”E — 26.69 feet to a point, N24°01’52”E — 26.85 feet to a point, N15°45’54”E — 31.86 feet to a Mag Nail Set, N07°35’02”E — 32.10 feet to a point, N01°44’45”E — 33.70 feet to a point, N03°50’09”W — 47.11 feet to a point, N06°15’14”W — 37.49 feet to a point, N09°19’37”W — 26.18 feet to a point, and N12°25’13”W — 23.01 feet to a Mag Nail Set in the centerline of Xxxxxxxxxx Road, said nail being the Xxxxxxxxx Xxxxxx xx Xxxxx Xxxxxx (0xx Xxxxx, D.B. 47, PG. 202 (GALLATIN CO.); Thence leaving the centerline of Xxxxxxxxxx Road and with the southern line of Tract 4 of Xxxxxx, N72°44’07”E — 25.17 feet to an iron pin found (PLS# 1961), N72°33’07”E — 422.86 feet to an iron pin set sad pin lying in the gravel roadway, and being the southwest corner of Xxxxx Xxxxxx (Tract 3, D.B. 47, PG. 202) and being the Northwest corner of Xxxxx Xxxxxx (D.B. 49, Pg. 215); Thence leaving the corner of Xxxxxx (D.B. 47, Pg. 202) and with first the line of Xxxxxx (D.B. 49, Pg. 215) following the remnants of an old fence and second with the line of Xxxxxx Xxxxxxx (D.B. 21, Xx. 000), X00x00’19”E — passing the centerline of Xxxxxxx Xxxxxx at 2211.77 feet and continuing 236.39 feet to an iron witness pin set (pin set 20’ north of the centerline of Black Rock Road) and continuing 24.37 feet for an overall total distance of 2472.53 feet to a Mag Nail set in the centerline of Black Rock Road; Thence leaving the line of Furnish and with the centerline of Black Rock Road, S39°06’14”W — 60.72 feet to a point, S45°34’37”W — 31.36 feet to a point, S49°33’38”W — 83.60 feet to a point, S43°11’49”W — 50.44 feet to a point, S37°59’26”W — 70.43 feet to a point, S34°32’08”W — 108.74 feet to a point, S38°17’35”W — 39.35 feet to a point, S43°27’25”W — 68.58 feet to a point, S54°02’11”W — 57.58 feet to a point, S70°25’47”W — 42.24 feet to a point, and S87°55’24”W — 12.22 feet to a point on the centerline of Black Rock Road; Thence leaving the centerline of Black Rock Road and with (4) four new lines to the parent tract, N17°50’06”E — passing an iron witness pin set at 22.00 feet and continuing 405.08 feet for a total distance of 427.08 feet to an iron pin set, N00°37’49”E — 212.41 feet to an iron pin set, S84°53’45”W — 410.00 feet to an iron pin set, and S11°43’25”W — passing an iron pin set 503.01 feet and continuing 19.62 feet for a total distance of 522.63 feet to point on the centerline of Black Rock Road; Thence with the centerline of Black Rock Road, N83°01’17”W — 39.61 feet to a point, N79°20’25”W — 86.70 feet to a

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point, N72°29’44”W — 45.02 feet to a point, N66°16’01”W — 45.39 feet to a point, N59°31’43”W — 76.64 feet to a point, N53°49’50”W — 101.04 feet to a point, N47°00’32”W — 27.42 feet to a point, and N42°15’56”W — 85.47 feet to the Point of Beginning containing 46.926 acres by survey.

This description prepared from a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S. #3118, dated the 23rd day of February, 2011.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated and recorded on March 18, 2011, in Deed Book 184, Page 507, and by Deed dated and recorded on March 18, 2011, of record in Deed Book 184, Page 511, both in the Office of the Clerk of Xxxxxxx County, Kentucky, and by Deed dated and recorded on March 18, 2011, in Deed Book 110, Page 770, and by Deed dated and recorded on March 18, 2011, in Deed Book 110, Page 774, both in the Office of the Clerk of Gallatin County, Kentucky.

Xxxx County, Kentucky:

BEGINNING at an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments) on the eastern edge of right-of-way of the Norfolk Southern Railway Company (D.B. 104, XX. 000, X.X. 104, XX. 000, X.X. 104, PG. 323) and being the Northwest Corner of Xxxxxxxxx Xxxxxxx (D.B. 160, Pg. 273), said pin having Kentucky State Plane Coordinate System — South Zone Coordinates of N=2166662.24, E=1936109.81 lying in Xxxxxx County, Kentucky, said point also being S05°28’37”W — 3162.76 feet from the Southeast Corner of the Curdsville Bridge Abutment over the Norfolk Southern Railway Company and being the Point of Beginning for this description; Thence leaving the corner of Xxxxxxx and with the eastern edge of right-of-way of the Norfolk Southern Railway Company, along a curve to the left, having a radius of 2010.10 feet, having a chord direction of N28°05’03”E and a chord length of 384.86 feet to a point, N21°36’34”E — 32.90 feet to an iron pin set, N21°36’34”E — 268.84 feet to a point N20°36’32”E — 662.38 feet to an iron pin set, N20°13’14”E — 103.35 feet to a point, N20°04’10”E — 88.92 feet to a point, N18°49’41E — 110.75 feet to an iron pin set, along a curve to the left having a radius of 2010.10 feet having a chord direction of N01°07’03”E and a chord length of 1208.47 feet to an iron pin set, N17°06’41”W — 86.50 feet to a point, N19°02’37”W — 88.87 feet to a point, N20°01’53”W — 131.46 feet to a point and N21°11’24”W — 238.36 feet to an iron pin set, said pin being on the eastern edge of right-of-way of the Norfolk Southern Railway; Thence leaving said railroad and with a new line to the parent tract, N36°27’44”E — 39.74 — feet to an iron pin set, said pin being the Southwest Corner of Kentucky Utilities Company (D.B. 230, Pg. 201); Thence with the line of Kentucky Utilities Company (D.B. 230, Xx. 000), X00x00’06”E — crossing Xxxxxx Heights Drive 226.73 feet to an iron pin set, S48°39’56”E — 32.12 feet to an iron pin found (KYTC), S53°10’45”E — 111.22 feet to an iron pin set, S49°16’35”E — 730.79 feet to an iron pin set, S25°44’27”E — 90.27 feet to an iron pin set, S15°06’22”E — 386.08 feet to an iron pin set S20°30’30”E — 260.47 feet to an iron pin set, S03°24’21”E — 211.52 feet to an iron pin set, S34°16’49”E — 109.16 feet to an iron pin set, S46°46’12”E — 70.01 feet to an iron pin set, S70°49’20”E — 59.42 feet to an iron pin set, N85°27’56”E — 480.51 feet to an iron pin found with no ID Cap, N84°13’12”E — 468.44 feet to an iron pin set, N02°44’33”W — 5.00 feet to an iron pin set, N84°56’26”E — 361.18 feet to an iron pin set, S67°45’29”E — 47.32 feet to an iron pin set, S52°26’28”E — 527.44 feet to an iron pin set, said pin being on the southern line of Kentucky Utilities Company and being a corner of Xxxxxx Heights, Inc. said pin being on the western line of Xxxxxx Heights, Inc. (D.B. 130, Pg. 147, see also Plat of Xxxxxx Heights Camp Sites Plat Slide A-69); Thence leaving the line of Kentucky Utilities Company and crossing Xxxxxx Heights Drive with the line of Xxxxxx Heights, Inc., S36°08’14”W — 12.01 feet to a mag nail set (1/4” x 2” Mag Nail set as will be typical for all Mag Nails set), said nail being a new corner of the parent tract, S51°06’46”E — 35.00 feet to a Mag Nail Set, S47°51’46”E — 50.00 feet to a Mag Nail Set, S42°51’46”E — 50.00 feet to an iron pin set, S37°51’46”E — 50.00 feet to an iron pin set, S32°51’46”E — 50.00 feet to an iron pin set, S27°51’46”E —

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50.00 feet to a Mag Nail Set, S22°51’46”E — 50.00 feet to a Mag Nail Set, S17°51’46”E — 50.00 feet to an iron pin set, S12°51’46”E — 50.00 feet to an iron pin set, S07°51’46”E — 50.00 feet to an iron pin set, S02°51’46”E — 50.00 feet to an iron pin set, S02°08’14”W — 50.00 feet to an iron pin set, S04°36’20”W — 338.90 feet to an iron pin found (PLS# 0000), X00x00’46”W — 98.98 feet to an iron pin found (PLS# 0000), X00x00’27”W — 170.00 feet to an iron pin found (PLS# 0000), X00x00’28”W — 172.18 feet to an iron pin found (PLS# 3816), and S23°53’27”E — 39.86 feet to a 1” Iron Pipe Found, said pipe being a corner of the Xxxxxx Heights, Inc. (D.B. 130, Pg. 147) and the Southwest corner of Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx; Thence leaving the line of Xxxxxx Heights, Inc. (D.B. 130, Pg. 147) and with the line of Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx, X00x00’19”E — 204.33 feet to an iron pin set at elevation 760, said pin being N23°38’19”W — 5.11 feet from a found 1” Pipe; Thence leaving Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx and with the line of Kentucky Utilities Company (D.B. 104, Pg. 318) and 760 elevation line, S79°31’40”W — 457.41 feet to an iron pin found (PLS# 0000), X00x00’55”W — 83.56 feet to an iron pin found (PLS# 0000), X00x00’58”W — 58.42 feet to an iron pin found (PLS# 0000), X00x00’51”W — 22.05 feet to an iron pin found (PLS# 0000), X00x00’52”W — 138.57 feet to an iron pin found (PLS# 0000), X00x00’26”W — 95.47 feet to an iron pin found (PLS# 0000), X00x00’53”W — 488.43 feet to an iron pin found (PLS# 0000), X00x00’56”W — 209.89 feet to an iron pin found (PLS# 0000), X00x00’39”W — 122.17 feet to an iron pin found (PLS# 3816), and N83°26’18”W — 76.85 feet to an iron pin found (PLS# 3816), said pin being at the 760 Elevation and being a corner of Xxxxxxxx Xxxxxxx (D.B. 160, Pg. 273); Thence leaving the 760 Elevation and with the line of Xxxxxxx, X00x00’13”W — 61.50 feet to an iron pin found (PLS# 3816) in the centerline of the Creek, N30°57’02”W — 250.95 feet to an iron pin set, N16°11’02”W — 120.12 feet to an iron pin found (PLS# 3816), N48°20’38”W — 124.02 feet to an iron pin found (PLS# 3816), N38°06’58”W — 98.94 feet to an iron pin found (PLS# 3816) at the base of a fence corner post and S87°38’08”W — with said fence line passing an iron pin found (PLS# 3816) at 1449.80 feet and continuing 2.82 feet for a overall total distance of 1452.62 feet to the POINT OF BEGINNING and containing 152.976 acres by survey.

This description prepared from a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S. #3118, dated the 9th day of May, 2011.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated November 11, 2011, of record in Deed Book 311, Page 567, in the Office of the Clerk of Xxxx County, Kentucky.

Laurel County, Kentucky:

Begin at a stake in the controlled fence row right of way of Xxxxxx Xxxxx Parkway on the north side of the dead end of Xxxxxxxx Road; thence N 68.00 W. 170 feet to a stake; thence N. 22.00 E. 547 feet to a stake in the south right of way of Kentucky Utility right of way; thence S. 38.30 E 254.2 feet with the right of way to a post; thence N. 55.30 E. 343 feet to a post; thence S. 39.00 E. 190 feet to a stake; thence same course S. 39.00 E. 45 feet to a point; thence S. 82.31 E. 235 feet to a stake in the original outside line; thence S. 3.30 W. 240 feet along the original line to a brace post in the controlled fence row of Xxxxxx Xxxxx Parkway; thence with the fence row of Xxxxxx Xxxxx Parkway 893.5 feet as it meanders, to the point of beginning containing 8.15 acres the same to be more or less.

THERE IS EXCEPTED AND NOT CONVEYED HEREIN that certain tract of land and the easement conveyed to Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx, husband and wife by deed dated the 8th day of November, 1980 of record in Deed Book 293, at page 163, records of the Laurel County Court Clerk’s Office, and being more particularly described as follows:

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Beginning at a pull post in the R/W fence of the Xxxxxx Xxxxx Parkway, also a corner to the C.T. Xxxxxx property, thence leaving the fence and with the Xxxxxx line, N 06.02 E. 181.0 feet to a 36” black oak, thence leaving the Xxxxxx line, N. 73.54 W. 174.8 feet to a 3” hickory, thence N. 57.00 W. 68.0 feet to a twin white oak & chestnut oak, thence S 45.46 W. 89.0 feet to a stake 20 feet from the C/L of an old road, thence S. 43.54 W. 317.5 feet to a stake in the R/W fence, thence with the R/W fence N. 86.54 E. 490.8 feet to the beginning corner.  Containing 2.0 acres more or less by survey of Green X. Xxxxx, Registered Land Surveyor No. 1901.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated December 22, 2010, of record in Deed Book 667, Page 229, in the Office of the Clerk of Laurel County, Kentucky.

Franklin County, Kentucky:

Beginning at an Iron pin on the right-of-way of X.X. Xxxxxxx #000, corner to the National Distillers and running with said right-of-way line south 71 degrees 50 minutes west, a distance of 486 feet to a point opposite utility pole number 9834; thence north 25 degrees 30 minutes east 527 feet to a point on Elkhorn Creek, corner to National Distillers; thence south 17 degrees 00 minutes east 480 feet to the point of beginning, containing approximately two acres.

There is excepted therefrom however that portion of said property conveyed by Xxx Xxx Xxxxxx, et al to Commonwealth of Kentucky by deed dated April 17, 1987 and of record in Deed Book 346, page 471, in the office of the Clerk of Franklin County, Kentucky.

Said property is more recently and particularly described as follows:

BEGINNING at an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments), on the northern edge of right-of-way of US Hwy 460, said pin being 73.57 feet north of centerline and being the southwest corner of the Xxxxx X. Xxxx Distilling Co. (D.B. 346, Pg. 350), having Kentucky State Plane Coordinate System — North Zone Coordinates of N=259632.36, E=1479432.22, said pin also being approximately 333 feet northeast of the intersection of centerlines of Raven Crest Apartments Road and US Hwy 460, said iron pin set also being S74°24’43”W — 631.91 feet from a Damaged Right of Way monument found, said iron pin set being the POINT OF BEGINNING for this description; Thence leaving the line of the Xxxxx X. Xxxx Distilling Co., (D.B. 346, Pg. 350) and with the north edge of right-of-way of US Hwy 460, S72°00’25”W — 5.76 feet to an iron pin set, said pin being 73.80 feet north of the centerline, S72°00’59”W — 29.93 feet to an iron pin set, said pin being 75.00 feet north of centerline and S74°39’44”W — 408.57 feet to an iron pin set, said pin being 95.75 feet north of the centerline of US Hwy 460 and being a common corner of JAN, LLC (D.B. 479, Pg. 640); Thence leaving the right-of-way of US Hwy 460 and with the line of JAN, LLC, N36°07’11”E — 559.43 feet to an iron pin set on the bank of Elkhorn Creek, said point being a common corner of the Xxxxx X. Xxxx Distilling Co. (D.B. 346, Pg. 350) and JAN, LLC and being the northern most corner of the property being surveyed; Thence leaving the line of JAN, LLC and with the line of the Xxxxx X. Xxxx Distilling Co., S16°26’23”E — 346.99 feet to the Point of Beginning and containing 1.777 acres by survey.

This description prepared from a physical survey conducted by AGE Engineering, Xxxxxxx X. Xxxxx Ky. R.L.S.#3118, dated the 6th day of October, 2010.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated December 28, 2010, of record in Deed Book 524, Page 376, in the Office of the Clerk of Franklin County, Kentucky.

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Xxxxxx County, Kentucky:

BEGINNING at an iron pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3118, as will be typical for all set corner monuments) on the eastern edge of right-of-way of the Norfolk Southern Railway Company (D.B. 104, XX. 000, X.X. 104, XX. 000, X.X. 104, PG. 323) and being the Northwest Corner of Xxxxxxxxx Xxxxxxx (D.B. 160, Pg. 273), said pin having Kentucky State Plane Coordinate System — South Zone Coordinates of N=2166662.24, E=1936109.81 lying in Xxxxxx County, Kentucky, said point also being S05°28’37”W — 3162.76 feet from the Southeast Corner of the Curdsville Bridge Abutment over the Norfolk Southern Railway Company and being the Point of Beginning for this description; Thence leaving the corner of Xxxxxxx and with the eastern edge of right-of-way of the Norfolk Southern Railway Company, along a curve to the left, having a radius of 2010.10 feet, having a chord direction of N28°05’03”E and a chord length of 384.86 feet to a point, N21°36’34”E — 32.90 feet to an iron pin set, N21°36’34”E — 268.84 feet to a point N20°36’32”E - 662.38 feet to an iron pin set, N20°13’14”E — 103.35 feet to a point N20°04’10”E — 88.92 feet to a point, N18°49’41”E — 110.75 feet to an iron pin set, along a curve to the left having a radius of 2010.10 feet having a chord direction of N01°07’03”E and a chord length of 1208.47 feet to an iron pin set, N17°06’41”W — 86.50 feet to a point, N19°02’37”W — 88.87 feet to a point, N20°01’53”W — 131.46 feet to a point and N21°11’24”W — 238.36 feet to an iron pin set, said pin being on the eastern edge of right-of-way of the Norfolk Southern Railway; Thence leaving said railroad and with a new line to the parent tract, N36°27’44”E — 39.74 — feet to an iron pin set, said pin being the Southwest Corner of Kentucky Utilities Company (D.B. 230, Pg. 201); Thence with the line of Kentucky Utilities Company (D.B. 230, Xx. 000), X00x00’06”E — crossing Xxxxxx Heights Drive 226.73 feet to an iron pin set, S48°39’56”E — 32.12 feet to an iron pin found (KYTC), S53°10’45”E — 111.22 feet to an iron pin set, S49°16’35”E — 730.79 feet to an iron pin set, S25°44’27”E — 90.27 feet to an iron pin set, S15°06’22”E — 386.08 feet to an iron pin set, S20°30’30”E — 260.47 feet to an iron pin set, S03°24’21”E — 211.52 feet to an iron pin set, S34°16’49”E — 109.16 feet to an iron pin set, S46°46’12”E — 70.01 feet to an iron pin set, S70°49’20”E — 59.42 feet to an iron pin set, N85°27’56”E — 480.51 feet to an iron pin found with no ID Cap, N84°13’12”E — 468.44 feet to an iron pin set, N02°44’33”W — 5.00 feet to an iron pin set, N84°56’26”E — 361.18 feet to an iron pin set, S67°45’29”E — 47.32 feet to an iron pin set, S52°26’28”E — 527.44 feet to an iron pin set, said pin being on the southern line of Kentucky Utilities Company and being a corner of Xxxxxx Heights, Inc. said pin being on the western line of Xxxxxx Heights, Inc. (D.B. 130, Pg. 147, see also Plat of Xxxxxx Heights Camp Sites Plat Slide A-69); Thence leaving the line of Kentucky Utilities Company and crossing Xxxxxx Heights Drive with the line of Xxxxxx Heights, Inc., S36°08’14”W — 12.01 feet to a mag nail set (1/4” x 2” Mag Nail set as will be typical for all Mag Nails set), said nail being a new corner of the parent tract, S51°06’46”E — 35.00 feet to a Mag Nail Set, S47°51’46”E — 50.00 feet to a Mag Nail Set, S42°51’46”E — 50.00 feet to an iron pin set, S37°51’46”E — 50.00 feet to an iron pin set, S32°51’46”E — 50.00 feet to an iron pin set, S27°51’46”E — 50.00 feet to a Mag Nail Set, S22°51’46”E — 50.00 feet to a Mag Nail Set, S17°51’46”E — 50.00 feet to an iron pin set, S12°51’46”E — 50.00 feet to an iron pin set, S07°51’46”E — 50.00 feet to an iron pin set, S02°51’46”E — 50.00 feet to an iron pin set, S02°08’14”W — 50.00 feet to an iron pin set, S04°36’20”W — 338.90 feet to an iron pin found (PLS# 0000), X00x00’46”W — 98.98 feet to an iron pin found (PLS# 0000), X00x00’27”W — 170.00 feet to an iron pin found (PLS# 0000), X00x00’28”W — 172.18 feet to an iron pin found (PLS# 3816), and S23°53’27”E — 39.86 feet to a 1” Iron Pipe Found, said pipe being a corner of the Xxxxxx Heights, Inc. (D.B. 130, Pg. 147) and the Southwest corner of Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx; Thence leaving the line of Xxxxxx Heights, Inc. (D.B. 130, Pg. 147) and with the line of Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx, X00x00’19”E — 204.33 feet to an iron pin set at elevation 760, said pin being N23°38’19”W — 5.11 feet from a found 1” Pipe; Thence leaving Xxx 0 xx Xxxxxx Xxxxxxx Xxxx Xxxxxxx and with the line of Kentucky Utilities Company (D.B. 104, Pg. 318) and 760 elevation line, S79°31’40”W — 457.41 feet to an iron pin found (PLS# 0000), X00x00’55”W — 83.56 feet to an iron pin found (PLS# 0000), X00x00’58”W — 58.42 feet to an iron pin found (PLS# 3816),

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S47°50’51”W — 22.05 feet to an iron pin found (PLS# 0000), X00x00’52”W — 138.57 feet to an iron pin found (PLS# 0000), X00x00’26”W — 95.47 feet to an iron pin found (PLS# 0000), X00x00’53”W — 488.43 feet to an iron pin found (PLS# 0000), X00x00’56”W — 209.89 feet to an iron pin found (PLS# 0000), X00x00’39”W — 122.17 feet to an iron pin found (PLS# 3816), and N83°26’18”W — 76.85 feet to an iron pin found (PLS# 3816), said pin being at the 760 Elevation and being a corner of Xxxxxxxx Xxxxxxx (D.B. 160, Pg. 273); Thence leaving the 760 Elevation and with the line of Xxxxxxx, X00x00’13”W — 61.50 feet to an iron pin found (PLS# 3816) in the centerline of the Creek, N30°57’02”W — 250.95 feet to an iron pin set, N16°11’02”W — 120.12 feet to an iron pin found (PLS# 3816), N48°20’38”W — 124.02 feet to an iron pin found (PLS# 3816), N38°06’58”W — 98.94 feet to an iron pin found (PLS# 3816) at the base of a fence corner post and S87°38’08”W — with said fence line passing an iron pin found (PLS# 3816) at 1449.80 feet and continuing 2.82 feet for a overall total distance of 1452.62 feet to the POINT OF BEGINNING and containing 152.976 acres by survey.

This description prepared from a physical survey conducted by Xxxxxxx X. Xxxxx, AGE Engineering Services, Inc., Ky. R.L.S.#3118, dated the 9th day of May, 2011.

Being the same property conveyed to Kentucky Utilities Company, a Kentucky corporation, by Deed dated June 23, 2011, of record in Deed Book 328, Page 7, in the Office of the Clerk of Xxxxxx County, Kentucky.

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