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KENTUCKY MUNICIPAL POWER AGENCY T
h
is Pr
elim
inar
y Of
f
i
cial Statem
ent is in a f
o
r
m
deem
ed f
i
nal by KM
PA f
o
r
pur
poses of
SE
C Rule 15c2-
12(
b)
(
1
)
,
but is subject
to r
e
vision,
am
endm
ent and com
p
letion
in
a
f
i
na
l Official Statement.
Under
no
circumstances
shall this Prelim
inary Official Statem
ent
constitute an offer to sell or
the
solicitati
on of an offer to buy, nor shall there b
e any sales of
these Bonds in any jur
i
sdiction in whic
h such of
f
e
r
,
solicitation or
sale would be unlawf
u
l
pr
ior
to r
e
gistr
a
tion or
qualif
ication unde
r
the laws of
any such jur
i
sdiction.
PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 20, 2007
NEW ISSUE
RATINGS: Moodys: Aaa, Underlying: A3
BOOK ENTRY
Standard & Poors: AAA, Underlying: A-
See RATINGS herein.
In the opinion of Bond Counsel, based upon laws, regulations, rulings and decisions, and assuming continuing compliance with certain covenants made by the Corporation, interest
on the Series 2007A Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations, upon the conditions and subject to the limitations set forth herein under the caption TAX EXEMPTION. Interest on the Series
2007A Bonds held by corporations is includable in the computation of such corporations adjusted net book income, adjusted current earnings or modified alternative taxable
income. Receipt of interest on the Series 2007A Bonds may result in other federal income tax consequences to certain holders of the Series 2007A Bonds. In the opinion of Bond
Counsel, interest on the Series 2007A Bonds and the Series 2007B Bonds is also exempt from income tax by the Commonwealth of Kentucky, and the Series 2007A Bonds and
the Series 2007B Bonds are exempt from ad valorem taxation by the Commonwealth of Kentucky and any of its political subdivisions.
KENTUCKY MUNICIPAL POWER AGENCY
$302,015,000*
Power System Revenue Bonds
(Prairie State Project), Series 2007A
$13,945,000*
Taxable Power System Revenue Bonds
(Prairie State Project), Series 2007B
Dated Date: Date of Issuance
Due: As set forth herein on the inside front cover
The Bonds will bear interest payable semiannually on March 1 and September 1 of each year (each an Interest Payment Date), commencing March 1,
2008, as determined in accordance with the Trust Indenture dated as of September 1, 2007 (the Indenture), between the Kentucky Municipal Power
Agency (KMPA) and U.S. Bank National Association, Louisville, Kentucky, as trustee (the Trustee). Interest is payable by check mailed to the
registered owners of the Bonds at their addresses appearing on the registration books kept by the Trustee as of the applicable record date preceding each
Interest Payment Date. The Bonds are to be delivered in fully registered form in the authorized denominations described in the Indenture.
The Bonds are issued initially under a book-entry only system, registered in the name of CEDE & CO., as registered bondowner and nominee for The
Depository Trust Company (DTC). DTC will act as securities depository for the Bonds. Individual purchasers of Book-Entry Interests in the Bonds
will not receive certificates representing their interest in the Bonds.
Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by MBIA Insurance
Corporation simultaneously with the delivery of the Bonds.
THE BONDS ARE SUBJECT TO MANDATORY, OPTIONAL AND EXTRAORDINARY OPTIONAL REDEMPTION PRIOR TO MATURITY AS
DESCRIBED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF KMPA AND ARE PAYABLE SOLELY OUT OF REVENUES, FUNDS
AND ASSETS OF THE TRUST ESTATE PLEDGED UNDER THE INDENTURE. KMPA DOES NOT HAVE ANY TAXING POWER. THIS
OFFICIAL STATEMENT AND THE APPENDICES ATTACHED HERETO SHOULD BE READ IN THEIR ENTIRETY.
NEITHER THE COMMONWEALTH OF KENTUCKY, NOR ANY POLITICAL SUBDIVISION THEREOF, OTHER THAN KMPA AS DESCRIBED
ABOVE, NOR ANY MEMBER OF KMPA SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON
THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF KENTUCKY OR ANY
POLITICAL SUBDIVISION THEREOF OR ANY MEMBER OF KMPA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST
ON THE BONDS.
FOR MATURITIES, INTEREST RATES AND PRICES OR YIELDS, SEE THE INSIDE COVER
The Bonds are offered when, as and if issued by KMPA and accepted by the Underwriters, subject to the approval of legality and tax exemption by Rubin
& Hays, Bond Counsel, Louisville, Kentucky. Certain legal matters will be passed on for KMPA by its counsel, McMurry & Livingston, PLLC, Paducah,
Kentucky and Wells & Wetzel, Princeton, Kentucky, and for the Underwriter by its counsel, Rubin & Hays, Louisville, Kentucky. This Official Statement
is deemed final for the purposes of SEC Rule 15c2-12(b)(1). Delivery of the Bonds is expected on or about September 20, 2007.
J.J.B. HILLIARD, W.L. LYONS, INC.
PNC Capital Markets
Morgan Stanley
UBS Securities, LLC
A.G. Edwards
Edward D. Jones & Co., L.P.
Morgan Keegan & Company, Inc.
LaSalle Financial Services
*
Preliminary, subject to adjustment MATURITY SCHEDULE
$302,015,000
*
KENTUCKY MUNICIPAL POWER AGENCY
POWER SYSTEM REVENUE BONDS
(PRAIRIE STATE PROJECT), SERIES 2007A
CUSIP
September 1
Year of
Maturity
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
Amount*
$ 295,000
305,000
320,000
5,480,000
5,720,000
5,990,000
6,300,000
6,620,000
6,965,000
7,320,000
7,690,000
8,085,000
8,500,000
8,935,000
9,370,000
Interest
Rate
%
Price or
Yield
CUSIP
September 1
Year of
Maturity
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
Amount*
$ 9,825,000
10,330,000
10,860,000
11,420,000
12,005,000
12,620,000
13,265,000
13,945,000
14,660,000
15,415,000
16,205,000
17,035,000
17,910,000
18,830,000
19,795,000
Interest
Rate
%
Price or
Yield
$13,945,000
*
KENTUCKY MUNICIPAL POWER AGENCY
TAXABLE POWER SYSTEM REVENUE BONDS
(PRAIRIE STATE PROJECT), SERIES 2007B
CUSIP
September 1
Year of
Maturity
2013
2014
Amount*
$ 4,395,000
4,640,000
Interest
Rate
%
Price or
Yield
CUSIP
September 1
Year of
Maturity
2015
Amount*
$4,910,000
Interest
Rate
%
Price or
Yield
___________________________________
*Preliminary, subject to change REGARDING USE OF THIS OFFICIAL STATEMENT
No dealer, salesperson or any other person has been authorized by KMPA or the
Underwriters to give any information or to make any representations, other than the information and
representations contained in this Official Statement, in connection with the offering of the Bonds
and, if given or made, such information or representations must not be relied upon as having been
authorized by KMPA or the Underwriters. The information in this Official Statement has been
furnished by KMPA, the Members and other sources which are considered to be reliable, but is not
guaranteed as to accuracy or completeness. The Underwriters have provided the following sentence
for inclusion in this Official Statement. The Underwriters have reviewed the information in this
Official Statement in accordance with, and as part of their respective responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriters do not guarantee the accuracy or completeness of such information. The information
and expressions of opinion in this Official Statement are subject to change without notice and neither
the delivery of this Official Statement nor any sale of the Bonds shall, under any circumstances,
create any implication that there has been no change in the affairs of KMPA or the Members since
the date of this Official Statement.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF KMPA, ITS MEMBERS AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE BONDS HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE