Loan Agreement In Connection With Environmental Facilities Sample Contracts

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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 September 1, 2008 (February 28th, 2011)

This AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 1, 2007, 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;

COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as March 1, 2007 (February 28th, 2011)

This LOAN AGREEMENT, dated as of March 1, 2007, 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 AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as November 1, 2010 (February 28th, 2011)

This AMENDED AND RESTATED LOAN AGREEMENT, dated as of November 1, 2010, 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;

COUNTY OF TRIMBLE, 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, 2010 (February 28th, 2011)

THIS AMENDMENT NO. 1 TO 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 TRIMBLE, 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 AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010 (February 28th, 2011)

THIS AMENDMENT NO. 1 TO 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.

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, 2008 (February 28th, 2011)

This AMENDED AND RESTATED LOAN AGREEMENT, dated as of October 1, 2006, amended and restated as of September 1, 2008, 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;

COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as August 1, 2008 (February 28th, 2011)

This LOAN AGREEMENT, dated as of August 1, 2008, 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;

COUNTY OF JEFFERSON, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY a Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of July 1, 2001 (February 28th, 2011)

This LOAN AGREEMENT, dated as of July 1, 2001, by and between the COUNTY OF JEFFERSON, 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;

COUNTY OF TRIMBLE, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as March 1, 2007 (February 28th, 2011)

This LOAN AGREEMENT, dated as of March 1, 2007, 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 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, 2010 (February 28th, 2011)

THIS AMENDMENT NO. 1 TO 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 TRIMBLE, 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 LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of the Commonwealth of 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, 2010 (February 28th, 2011)

THIS AMENDMENT NO. 1 TO 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.

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, 2010 (February 28th, 2011)

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.

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 ENVIRONMENTAL FACILITIES Dated as of September 1, 2010 (February 28th, 2011)

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 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 the Co mmonwealth of Kentucky.

COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY a Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as March 1, 2007 NOTICE: (February 28th, 2011)

This LOAN AGREEMENT, dated as of March 1, 2007, 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;

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, 2010 (February 28th, 2011)

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.

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, 2008 (February 28th, 2011)

This LOAN AGREEMENT, dated as of October 1, 2004, amended and restated as of September 1, 2008 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 AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010 (February 28th, 2011)

THIS AMENDMENT NO. 1 TO 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 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 the Commonwealth of Ke ntucky.

Kentucky Utilities Co – COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as October 1, 2006 (December 13th, 2006)

This LOAN AGREEMENT, dated as of October 1, 2006, 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;

Kentucky Utilities Co – COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as June 1, 2006 (July 25th, 2006)

This LOAN AGREEMENT, dated as of June 1, 2006, 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;

Kentucky Utilities Co – Loan Agreement in Connection With Environmental Facilities (November 22nd, 2005)

This LOAN AGREEMENT, dated as of October 1, 2005, 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;

Kentucky Utilities Co – COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as May 1, 2005 (July 13th, 2005)

This LOAN AGREEMENT, dated as of May 1, 2005, 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;

Kentucky Utilities Co – COUNTY OF CARROLL, KENTUCKY AND KENTUCKY UTILITIES COMPANY a Kentucky and Virginia Corporation LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as October 1, 2004 (October 22nd, 2004)

This LOAN AGREEMENT, dated as of October 1, 2004, 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;