LOUISVILLE GAS AND ELECTRIC COMPANY TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. 5 dated as of September 1, 2016 Supplemental to the Indenture dated as of October 1, 2010 Establishing

Exhibit 4(b)

LOUISVILLE GAS AND ELECTRIC COMPANY

TO

THE BANK OF NEW YORK MELLON,

Trustee

_____________________________

Supplemental Indenture No. 5
dated as of September 1, 2016

_____________________________

Supplemental to the Indenture
dated as of October 1, 2010

_____________________________

Establishing

First Mortgage Bonds, Collateral Series 2016TCA

SUPPLEMENTAL INDENTURE NO. 5

SUPPLEMENTAL INDENTURE No. 5, dated as of the first day of September, 2016, made and entered into by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the Commonwealth of Kentucky, having its principal corporate offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, 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 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 and having its principal place of business at 000 Xxxxxxx 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. 5 being supplemental thereto. The Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 5 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, No. 2 and No. 3, 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 Supplemental Indenture No. 4.

Supplemental Indenture No. 4 has 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. 7”.

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. 7. The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 5 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. 5 a valid agreement of the Company, and to make the Securities of Series No. 7 valid obligations of the Company, have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 5 WITNESSETH, that, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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, as heretofore amended; and it is further mutually covenanted and agreed, for the benefit of the Holders of the Securities of Series No. 7, as follows:

ARTICLE ONE SECURITIES OF SERIES NO. 7

SECTION 101. Creation of Series No. 7.

There is hereby created a series of Securities designated “First Mortgage Bonds, Collateral Series 2016TCA”, and the Securities of such series shall:

(a)    be issued in the aggregate principal amount of $125,000,000 and shall be limited to such aggregate principal amount (except as contemplated in Section 301(b) of the Original Indenture);

(b)    be dated September 15, 2016;

(c)    have a Stated Maturity of September 1, 2044, subject to prior redemption 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

MISCELLANEOUS PROVISIONS

SECTION 201. Single Instrument.

This Supplemental Indenture No. 5 is an amendment and supplement to the Original Indenture as heretofore amended and supplemented. As amended and supplemented by this Supplemental Indenture No. 5, 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. 5 shall together constitute the Indenture.

SECTION 202. Trustee.

The Trustee accepts the amendment of the Original Indenture effected by this Supplemental Indenture No. 5 upon the terms and conditions set forth in the Original Indenture, as heretofore amended and supplemented, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Original Indenture, as heretofore amended and supplemented, and as hereby amended. The Recitals of the Company contained in this Supplemental Indenture No. 5 shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 5.

SECTION 203. Effect of Headings.

2

The Article and Section headings in this Supplemental Indenture No. 5 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. 5 to be duly executed as of the day and year first written above.

LOUISVILLE GAS AND ELECTRIC COMPANY

By: /s/ Xxxxxx X. Xxxxxxx        

Name: Xxxxxx X. Xxxxxxx

Title:   Treasurer

ATTEST:

/s/ Xxxxxx X. Xxxxxxxx    

Name:    Xxxxxx X. Xxxxxxxx

Title:      General Counsel, Chief Compliance

 Officer and Corporate Secretary

[Signature Page to Supplemental Indenture No. 5 – Louisville Gas and Electric Utilities Company]

THE BANK OF NEW YORK MELLON, as Trustee

By: /s/ Xxxxxxxx Xxxxxxx        

Name: Xxxxxxxx Xxxxxxx

Title:  Vice President

[Signature Page to Supplemental Indenture No. 5 – Louisville Gas and Electric Company]

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

On this 1st day of September, 2016, before me, a notary public, the undersigned, personally appeared Xxxxxx X. Xxxxxxx, who acknowledged himself to be the Treasurer of LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation of the Commonwealth of Kentucky 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

Notary Public

[Seal]

[Signature Page to Supplemental Indenture No. 5 – Louisville Gas and Electric Company]

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

On this 1st day of September, 2016, 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/ Xxxxxxxxxxx X. Xxxxxx         Xxxxxxxxxxx X. Xxxxxx
Notary Public – State of New York
No. 01TR6297825
Qualified in Queens County
Certified in New York County
My Commission Expires
March 03, 2018

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

The Bank of New York Mellon

000 Xxxx Xxxxxx, 00xx Floor

Pittsburgh, Pennsylvania 15262

Attn: Corporate Trust Administration

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

Louisville Gas and Electric Company

000 Xxxx Xxxx Xxxxxx

Louisville, Kentucky 40202

/s/ Xxxxx X. Xxxxx        

Xxxxx X. Xxxxx

[Signature Page to Supplemental Indenture No. 5 – Louisville Gas and Electric Utilities Company]

EXHIBIT A

LOUISVILLE GAS AND ELECTRIC 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 Outstanding1
1	October 15, 2010	1	Collateral Series 2010	October 20, 2010	$574,304,000	$574,304,000
2	November 1, 2010	2	1.625% Series due 2015	November 16, 2010	$250,000,000	None
		3	5.125% Series due 2040	November 16, 2010	$285,000,000	$285,000,000
3	November 1, 2013	4	4.65% Series due 2043	November 14, 2013	$250,000,000	$250,000,000
4	September 1, 2015	5	3.300% Series due 2025	September 28, 2015	$300,000,000	$300,000,000
		6	4.375% Series due 2045	September 28, 2015	$250,000,000	$250,000,000

__________________________________________

¹ As of September 1, 2016.

A-1

EXHIBIT B

LOUISVILLE GAS AND ELECTRIC COMPANY ________________ Filing and Recording
of

Supplemental Indenture No. 4, dated as of September 1, 2015,

to
Indenture, dated as of October 1, 2010 ________________

COUNTY	MORTGAGE BOOK	PAGE NUMBER
Breckenridge	420	669
Bullitt	M1609	744–757
Xxxxx	M813	386–399
Green	M298	161–174
Xxxxxx	2140	938
Xxxx	M363	496–509
Xxxxx	M334	55–68
Xxxxxxxxx	14276	835
Xxxxx	343	631
Xxxxx	M780	449–462
Metcalfe	166	620
Mulenberg	M670	60–73
Xxxxxx	M1078	190–203
Oldham	M2177	817–830
Shelby	M986	576–589
Trimble	M205	401–414

B-1

EXHIBIT C

LOUISVILLE GAS AND COMPANY

____________________

REAL PROPERTY

____________________

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

That certain real property located in Jefferson County, Kentucky, as described below per the physical survey prepared by Xxxxx X. Xxxx XX, AGE Engineering Services, Inc., Ky. R.L.S. #3916, dated the 4th day of December, 2015, and a copy of which survey plat is also attached hereto as Exhibit B to the Deed of record in Deed Book 10523, Page 416 in the Office of the Clerk of Jefferson County, Kentucky:

BEGINNING at a 2 ½” x ¼” Mag nail with 2” Aluminum Washer stamped “PLS 3916” set in the centerline of Billtown Road, said Mag Nail being the Northwest Xxxxx of the property being surveyed and having Kentucky State Plane North Zone Coordinates (NAD83) of N=241,849.167 E=1,263,424.408 and said Mag Nail being approximately 435’ North of the Intersection of centerlines of Billtown Road and Arbor Wood Drive, lying in Jefferson County, Kentucky and being the POINT OF BEGINNING for this description;

Thence leaving the centerline of Billtown Road and with first right-of-way dedicated to Billtown Road per Plat recorded in Deed Book 9777, Page 541, secondly the Southeastern line of Xxxxx Xxxxx Xxxxx et. al. (D.B. 9777, Page 547) and thirdly right-of-way rededicated to Xxxxxxxx Road per Plat recorded in Deed Book 9777, Page 541, N54°34’50”E- passing an iron pin found PLS# 3125 at 60.68 feet and continuing at the same bearing an additional 121.72 feet to an iron pin found PLS# 3125 and continuing an additional 439.55 feet for a total distance of 621.95 feet to a 2 ½” x ¼” Mag nail set with a 2” Aluminum Washer stamped “PLS 3916” in the asphalt pavement of Xxxxxxxx Road, said nail being on the Southeastern line of Tract IV dedicated to Xxxxxxxx Road right-of-way by plat recorded in Deed Book 9777, Pg. 541;

Thence leaving Tract IV dedicated to Xxxxxxxx Road right-of-way and with the southern line of first Xxxxx X. Xxxxxxx (D.B. 6821, Pg. 444), secondly Xxxxx Xxxxxxx (D.B. 7553, Pg. 67), thirdly Xxxxxxx X. Xxxxxx (D.B. 6026, Pg. 682) and fourthly Xxxx Xxxxxx Xxxxxxx (D.B. 7832, Pg. 180), S88°37’47”E - passing an iron witness pin set (5/8” x 18” rebar with aluminum cap bearing PLS-3916, as will be typical for all set xxxxx monuments), at 43.94 feet and continuing at the same bearing 644.30 feet to a ¾” Iron pipe found and continuing an additional 92.35 feet for total distance of 730.59 feet to a Stone Monument found, said stone being a 3-way corner of the tract being surveyed, Xxxx Xxxxxx Xxxxxxx and Lot 102 of Billtown Farms – Section 1 (Plat Book 47, Pg. 83);

Thence leaving the line of Xxxx Xxxxxx Xxxxxxx and with the Western line of first Lot 102 of Billtown Farms – Section 1 and secondly Lot 63 of Billtown Farms – Section 1 (Plat Book 47, Pg. 82), S22°02’13”W- passing a 5/8” Rebar No ID Cap at 417.01 feet and continuing at the same being 123.01 feet to an Iron Pin Found PLS# 3476 and continuing an additional101.68 feet for a total distance of 641.70 feet to an Iron Pin Found PLS# 2719, said pin being on the Western boundary line of Lot 63 of Billtown Farms Section 1 and being the Northeast Corner of Xxxxxxx X. Xxxxxx (D.B. 7298, Pg. 841);

C-1

Thence leaving the line of Lot 63 of Billtown Farms Section 1 and with the line of Xxxxxxx X. Xxxxxx, S84°43’26”W – 512.75 feet to a ½” Rebar Found (PLS# 3492 Xxxxxx), said pin being on the Northern boundary line of Xxxxxx and being the Southeast corner of Xxxxxxx XxXxxxxxxx (D.B. 9844, Pg. 269);

Thence leaving the line of Xxxxxx and with the line of XxXxxxxxxx, N14°09’28”W – 124.16 feet to a ½” Rebar Found (PLS# 3492 Xxxxxx), said pin being the Northeast corner of XxXxxxxxxx and being the Southeast xxxxx of Louisville Water Company (D.B. 4046, Pg. 577);

Thence leaving the line of XxXxxxxxxx and with the line of Louisville Water Company, N26°04’02”W – passing iron pin found no ID Cap at 82.69 feet and continuing at the same bearing 109.82 feet for a total distance of 192.51 feet to a ½” Rebar Found, said pin being the Northeast Corner of the Louisville Water Company;

Thence continuing with the line of the Louisville Water Company, S84°43’26”W – passing an iron witness pin set at 309.26 feet and continuing at the same bearing and additional 89.08 feet for a total distance of 398.34 feet to a 2 ½” x ¼” Mag nail with 2” Aluminum Washer stamped “PLS 3916” set in the centerline of Billtown Road;

Thence leaving the line of Louisville Water Company and with the centerline of Billtown Road, N29°08’38”W – 49.79 feet to the Point of Beginning and containing 11.974 acres by survey.

All bearing are referenced to Grid North of the Kentucky State Plane Coordinate System – North Zone (NAD 83).

Being the same property conveyed to Louisville Gas and Electric Company, a Kentucky corporation, by Deed dated December 21, 2015, of record in Deed Book 10523, Page 416, in the Office of the County Clerk of Jefferson County, Kentucky.

C-2