LG&E AND KU ENERGY LLC $400,000,000 Senior Notes, 2.125% Series Due 2015 $475,000,000 Senior Notes, 3.750% Series Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • New York
LG&E and KU Energy LLC, a limited liability company organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), for whom Credit Suisse and BofA Merrill Lynch are acting as representatives, upon the terms set forth in a purchase agreement dated November 8, 2010 (the "Purchase Agreement"), U.S. $400,000,000 principal amount of its Senior Notes, 2.125% Series due 2015 (the “2015 Notes”) and U.S. $475,000,000 principal amount of its Senior Notes, 3.750% Series due 2020 (the “2020 Notes” and, collectively with the 2015 Notes, the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2010 as supplemented by Supplemental Indent
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as March 1, 2007 Amended and Restated as of...Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF MUHLENBERG, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of February 1, 2002Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of February 1, 2002, by and between the COUNTY OF MUHLENBERG, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of Kentucky and Virginia;
COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of November 1, 2001Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of November 1, 2001, by and between the COUNTY OF TRIMBLE, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of May 1, 2000 Amended and Restated as...Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 1, 2000, amended and restated as of September 1, 2008, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest by operation of law to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
ContractLoan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of October 1, 2004 Amended and Restated as of September 1, 2008Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as February 1, 2005 Amended and Restated as...Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 1, 2005, amended and restated as of September 1, 2008, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest by operation of law to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is dated as of October 29, 2010, by and between E.ON U.S. LLC, a Kentucky limited liability company (the “Company”), and Victor A. Staffieri (“Executive”).
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
KENTUCKY UTILITIES COMPANY TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. 2PPL Energy Supply LLC • February 28th, 2011 • Electric services
SUPPLEMENTAL INDENTURE No. 2, dated as of the 1st day of November, 2010, 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 One Quality Street, Lexington, Kentucky 40507 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 101 Barclay Street, 4th Floor, New York, New York 10286 and having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of October 1, 2010 (hereinafter called the “Original Indenture”)1, between the Company and said Trustee, as heretofore supplemented, this Supplemental Indenture No. 2 being supplemental thereto. The Original Indenture, as heretofore supplemented, and this Supplemental Indenture No. 2 are he
AMENDMENT NO. 3 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • New York
This AMENDMENT NO. 3 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 23, 2010, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the “Borrower”), PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY RECEIVABLES CORPORATION (“Victory”), as a Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Liquidity Bank (in such capacity, the “Liquidity Bank”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.
RETENTION AGREEMENTRetention Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Pennsylvania
THIS RETENTION AGREEMENT, effective as of December 1, 2010 is made and entered into between PPL Corporation (“PPL”) and Victor A. Staffieri (the “Executive”).
OPEN-END MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING FROM PPL Montour, LLC ("Mortgagor")Mortgage, Security Agreement and Fixture • February 28th, 2011 • PPL Energy Supply LLC • Electric services • New York
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING, dated as of October 26, 2010, is made by PPL Montour, LLC, a Delaware limited liability company (“Mortgagor”), whose address is PPL Montour, LLC, c/o PPL Energy Supply, LLC, Two North Ninth Street (GENTW14), Allentown, Pennsylvania 18101-1179, Attention: Treasurer, in favor of WILMINGTON TRUST FSB, as Collateral Agent (together with its successors in such capacity, “Mortgagee”), whose address is Wilmington Trust FSB, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Jim Hanley.
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of February 1, 2002Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of February 1, 2002, by and between the COUNTY OF CARROLL, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of Kentucky and Virginia;
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of October 1, 2003Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of October 1, 2003, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
ATTEST:Supplemental Indenture • February 28th, 2011 • PPL Energy Supply LLC • Electric services
/s/ Dorothy E. O'Brien Name: Dorothy E. O'Brien Title: Vice President and Deputy General Counsel - Legal and Environmental Affairs
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of July 1, 2002Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of July 1, 2002, by and between the COUNTY OF CARROLL, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of Kentucky and Virginia;
LG&E AND KU ENERGY LLC TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. 1 Dated as of November 1, 2010 Supplemental to the Indenture dated as of November 1, 2010 Establishing Senior Notes, 2.125% Series due 2015 and Senior Notes,...Supplemental Indenture • February 28th, 2011 • PPL Energy Supply LLC • Electric services
SUPPLEMENTAL INDENTURE No. 1, dated as of the 1st day of November, 2010, made and entered into by and between LG&E AND KU ENERGY LLC, a limited liability company duly organized and existing under the laws of the Commonwealth of Kentucky, having its principal corporate offices at 200 West Main Street, Louisville, Kentucky 40202 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 101 Barclay Street, 4th Floor, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of November 1, 2010 (hereinafter called the “Original Indenture”), between the Company and said Trustee this Supplemental Indenture No. 1 being supplemental thereto. The Original Indenture and this Supplemental Indenture No. 1 are hereinafter sometimes, together, called the “Indenture.”
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of September 1, 2010, but made effective as of the Effective Date (defined herein) (this “Amendment No. 1 to Loan Agreement”), by and between the COUNTY OF CARROLL, KENTUCKY, being a public body corporate and politic duly created and existing as a county and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of the Commonwealths of Kentucky and Virginia.
ATTEST:Supplemental Indenture • February 28th, 2011 • PPL Energy Supply LLC • Electric services
/s/ John R. McCall Name: John R. McCall Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
KENTUCKY UTILITIES COMPANY TO THE BANK OF NEW YORK MELLON, Trustee Supplemental Indenture No. 1Supplemental Indenture • February 28th, 2011 • PPL Energy Supply LLC • Electric services
SUPPLEMENTAL INDENTURE No. 1, dated as of the 15th day of October, 2010, 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 One Quality Street, Lexington, Kentucky 40507 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its corporate trust office at 101 Barclay Street, 4th Floor, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of October 1, 2010 (hereinafter called the “Original Indenture”)1, between the Company and said Trustee, this Supplemental Indenture No. 1 being supplemental thereto. The Original Indenture and this Supplemental Indenture No. 1 are hereinafter sometimes, together, called the “Indenture.”
COUNTY OF MERCER, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH SOLID WASTE DISPOSAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of September 1, 2010, but made effective as of the Effective Date (defined herein) (this “Amendment No. 1 to Loan Agreement”), by and between the COUNTY OF MERCER, KENTUCKY, being a public body corporate and politic duly created and existing as a county and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of the Commonwealths of Kentucky and Virginia.
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as August 1, 2008Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
OPEN-END MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING FROM PPL Brunner Island, LLC ("Mortgagor")PPL Energy Supply LLC • February 28th, 2011 • Electric services • New York
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING, dated as of October 26, 2010, is made by PPL Brunner Island, LLC, a Delaware limited liability company (“Mortgagor”), whose address is PPL Brunner Island, LLC, c/o PPL Energy Supply, LLC, Two North Ninth Street (GENTW14), Allentown, Pennsylvania 18101-1179, Attention: Treasurer, in favor of WILMINGTON TRUST FSB, as Collateral Agent (together with its successors in such capacity, “Mortgagee”), whose address is Wilmington Trust FSB, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Jim Hanley.
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as October 1, 2006 Amended and Restated as of September 1, 2008Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
FORM OF GUARANTYForm of Guaranty • February 28th, 2011 • PPL Energy Supply LLC • Electric services • New York
GUARANTY (this “Guaranty”), dated as of November 3, 2010, made by PPL MONTOUR, LLC, a Delaware limited liability company and PPL BRUNNER ISLAND, LLC, a Delaware limited liability company (each, a "Guarantor" and collectively, the “Guarantors”), in favor of WILMINGTON TRUST FSB, as Collateral Agent (the “Beneficiary”), for the benefit of the Beneficiary and the Secured Counterparties (as defined in the Common Agreement referred to below).
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as November 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky and Virginia Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
