WESTERN RESOURCES, INC.
TO
TRUSTEE
____________________
________ SUPPLEMENTAL INDENTURE
Dated as of ______________, 199_
TO
INDENTURE
Dated as of ______________, 199_
_____________________
____% Deferrable Interest Subordinated
Debentures, Series ____, Due ____
______ SUPPLEMENTAL INDENTURE, dated as of
, 199 (the "______ Supplemental Indenture"), between
Western Resources, Inc., a Kansas corporation (the "Company"),
and , as trustee (the "Trustee")
under the Indenture, dated as of , 199 , from the
Company to the Trustee (the "Indenture").
WHEREAS, the Company has executed and delivered the
Indenture to the Trustee in order to provide for the future
issuance of its subordinated debentures (the "Securities"),
such Securities to be issued from time to time in one or more
series as may be determined by the Company under the Indenture,
in an unlimited aggregate principal amount that may be authen-
ticated and delivered thereunder as provided in the Indenture;
WHEREAS, Western Resources Capital [ ] (the
"Series [ ] Trust") may pursuant to the Underwriting Agreement
dated , 199 among the Company, the Series [ ] Trust
and the Underwriters named therein issue $ aggregate
liquidation preference of its % Cumulative Quarterly Income
Preferred Securities, Series [ ] (the "Series [ ] Preferred
Securities") with a liquidation amount of $25 per Series [ ]
Preferred Security;
WHEREAS, the Company is guaranteeing (the "Parent
Guarantee") the payment of distributions on the Series [ ]
Preferred Securities, the payment of the Redemption Price and
the payment on liquidation with respect to the Series [ ] Pre-
ferred Securities, to the extent provided in the Guarantee
Agreement, of even date herewith between the Company and
, as guarantee trustee for the benefit of the
holders of the Series [ ] Preferred Securities;
WHEREAS, the Company wishes to sell to the Series
[ ] Trust, and the Series [ ] Trust wishes to purchase from
the Company, Series [ ] Securities (as defined below) in an
aggregate principal amount equal to $ , and in satis-
faction of the purchase price for such Series [ ] Securities,
the administrative trustees of the Series [ ] Trust, on behalf
of the Series [ ] Trust, wish to (i) execute and deliver to
the Company Common Securities certificates evidencing an owner-
ship interest in the Series [ ] Trust, registered in the name
of the Company, having an aggregate liquidation amount of
$ and (ii) deliver to the Company the sum of
$ ;
WHEREAS, the Company has duly authorized the creation
of an issue of its % Deferrable Interest Subordinated Deben-
tures, Series [ ], Due (the "Series [ ] Securities"), of
the tenor and amount hereinafter set forth, and to provide
-2-
therefor the Company has duly authorized the execution and
delivery of this ______ Supplemental Indenture; and
WHEREAS, all things necessary to make the Securities,
when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations
of the Company, and to make this ______ Supplemental Indenture
a valid agreement of the Company, each in accordance with their
terms, have been done.
NOW, THEREFORE, THIS _______ SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the pur-
chase of the Series [ ] Securities by the Holders thereof, it
is mutually agreed, for the equal and proportionate benefit of
all Holders of the Series [ ] Securities as follows:
ARTICLE ONE
GENERAL TERMS OF THE SERIES [ ] SECURITIES
SECTION 101. Title; Stated Maturity; Interest.
The aggregate principal amount of Securities which
may be authenticated and delivered under this ______ Supplemen-
tal Indenture is limited to $ except for Securities
authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities pursuant to
Section 303, 304, 305, 306, 906 or 1207 of the Indenture.
The Securities shall be known and designated as the
" % Deferrable Interest Subordinated Debentures, Series [ ]
due " of the Company. Their Stated Maturity shall be
, , and they shall bear interest at the rate of
% per annum, from , 199_ or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable quarterly (subject to
deferral as set forth herein), in arrears, on March 31, June
30, September 30 and December 31 of each year, commencing
, 199 until the principal thereof is paid or made
available for payment. Additional Interest Attributable to
Deferral will compound quarterly and will accrue at the rate of
% per annum on any interest installment in arrears for more
than one quarter or during an extension of an interest payment
period as set forth below. In the event that any date on which
-3-
interest is payable on the Securities is not a Business Day,
then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day except
that, if such Business Day is in the next succeeding calendar
year, such Interest Payment Date shall be the immediately pre-
ceding Business Day (and without any interest or other payment
in respect of any such delay).
The Company shall have the right, at any time while
any Series [ ] Securities are outstanding, from time to time
to extend the interest payment period thereon for up to 20 con-
secutive quarters (the "Extension Period") during which period
interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Pay-
ment Date, and at the end of which Extension Period the Company
shall pay all interest then accrued and unpaid thereon
(together with Additional Interest Attributable to Deferral at
the rate specified for the Series [ ] Securities to the extent
permitted by applicable law); provided that the Company shall
not defer the interest payment period with respect to Addi-
tional Interest Attributable to Taxes and shall make payment
thereof on the relevant Interest Payment Date; provided further
that during any such Extension Period, the Company shall not
declare or pay any dividends or distributions (other than divi-
dends or distributions in common stock of the Company or other
securities, including other securities ranking junior in right
of payment to the Series [ ] Securities) on, or redeem, pur-
chase, acquire or make a liquidation payment with respect to,
any of its capital stock or any security ranking pari passu
with or junior in right of payment to the Series [ ] Securi-
ties, or make any guarantee payment with respect to the fore-
going (other than pro rata payments under the Parent Guarantee
and any similar Parent Guarantees issued by the Company on
behalf of the holders of Preferred Securities issued by any
issuer holding Securities) or repurchase, or cause any of its
Subsidiaries to repurchase, any security of the Company ranking
pari passu with or junior in right of payment to the Series
[ ] Securities (except for payments made on any series of
Securities upon the stated maturity of such Securities); pro-
vided that Western Resources may redeem, purchase, acquire or
make a liquidation payment with respect to any of its capital
stock, make any guarantee payment with respect to the foregoing
or repurchase, or cause any of its subsidiaries to repurchase,
any security of Western Resources ranking pari passu with or
junior in right of payment to the Series [ ] Securities with
-4-
securities (or the proceeds from the issuance of securities)
having no higher ranking than the capital stock or the other
securities which are to be redeemed, purchased, acquired, with
respect to which a liquidation payment is to be made, to which
a guarantee payment is to be made with respect to the foregoing
or which are to be repurchased. Prior to the termination of
any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof
shall not exceed 20 consecutive quarters or extend beyond the
Maturity of the Securities or the Redemption Date. Upon the
termination of any Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then
due, the Company may select a new Extension Period, subject to
the foregoing requirements. Except for Additional Interest
Attributable to Taxes, no interest shall be due and payable
during an Extension Period, except at the end thereof. The
Company shall give the Series [ ] Trust, the Administrative
Trustees of the Series [ ] Trust and the Trustee notice of its
selection of such Extension Period, subject to the above
requirements, at least one Business Day prior to the earlier of
(i) the related Interest Payment Date or (ii) the date the
Series [ ] Trust is required to give notice to the New York
Stock Exchange or other applicable self-regulatory organization
or to Holders of the Series [ ] Preferred Securities of the
record date or the date such distributions are payable, but in
any event not less than one Business Day prior to such record
date. The Trustee shall promptly notify the Holders of the
Series [ ] Preferred Securities and the Administrative Trust-
ees of the Series [ ] Trust of the Company's selection of such
an Extension Period.
The principal of and interest on the Series [ ]
Securities shall be payable at the office or agency of the Com-
pany in the United States maintained for such purpose and at
any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of Amer-
ica as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the
option of the Company, payment of interest may be made (i) by
check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by
wire transfer in immediately available funds at such place and
to such account as may be designated by the Person entitled
thereto as specified in the Securities Register; provided fur-
ther, that for so long as any Series [ ] Security is regis-
tered in the name of the Property Trustee, payment of principal
-5-
(including Redemption Price and interest) shall be made by wire
transfer in immediately available funds at such place and to
such account as may be designated by the Property Trustee.
The Series [ ] Securities shall be subordinated in
right of payment to Senior Indebtedness as provided in Article
Eleven of the Indenture. The Series [ ] Securities shall be
pari passu with the Parent Guarantee.
The Series [ ] Securities shall be redeemable as pro-
vided in Article Twelve of the Indenture.
SECTION 102. Redemption.
At any time on or after , , the Company
shall have the right to redeem the Series [ ] Securities, in
whole or in part, from time to time, at a Redemption Price
equal to the principal amount of Series [ ] Securities to be
redeemed plus accrued but unpaid interest, including any Addi-
tional Interest, if any, to the Redemption Date.
If a Tax Event or an Investment Company Act Event
shall occur and be continuing, the Company shall have the
right, subject to the last sentence of the following paragraph,
to redeem the Series [ ] Securities in whole but not in part,
at a Redemption Price equal to % of the principal amount
thereof plus accrued but unpaid interest, including Additional
Interest, if any, to the Redemption Date.
For so long as the Series [ ] Trust is the Holder of
all Series [ ] Securities Outstanding, the proceeds of any
redemption described in this Section 102 shall be used by the
Series [ ] Trust to redeem Series [ ] Preferred Securities in
accordance with their terms. The Company shall not redeem the
Series [ ] Securities in part unless all accrued and unpaid
interest (including any Additional Interest) has been paid in
full on all Series [ ] Securities Outstanding for all quar-
terly interest periods terminating on or prior to the Redemp-
tion Date.
SECTION 103. Global Security.
If the Series [ ] Trust is not the sole Holder of
the Series [ ] Securities, in order to utilize a book-entry-
only system for all or any portion of the Series [ ] Securi-
ties, all or a portion of the Series [ ] Securities may be
issued in the form of one or more fully-registered Global
-6-
Securities for the aggregate principal amount of such
Series [ ] Securities (the "Series [ ] Global Securities"),
which Series [ ] Global Securities shall be registerd in the
name of the Depositary selected by the Company or in the name
of such Depositary's nominee. Each Series [ ] Global Security
shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary's instruction.
If an event described under Clause (2) of Section 305
of the Indenture shall occur, then this Section 103 shall no
longer be applicable to the Series [ ] Global Securities, and
the Company will execute, and the Trustee will authenticate and
deliver (subject to receipt of an Officer's Certificate evi-
dencing the Company's determination if the Company has exer-
cised its rights under Clause (2)(C) of Section 305),
Series [ ] Securities in definitive registered form without
coupons, in authorized denominations, and in an aggregate prin-
cipal amount equal to the principal amount of the Series [ ]
Global Securities in exchange for such Series [ ] Global Secu-
rities. Upon the exchange of Series [ ] Global Securities for
such Series [ ] Securities in definitive registered form, the
Series [ ] Global Securities shall be cancelled by the Trus-
tee. Such Series [ ] Securities in definitive registered form
issued in exchange for Series [ ] Global Securities pursuant
to this Section 103 shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to
instructions from its Direct or Indirect Participants or other-
wise, shall direct. The Trustee shall deliver such Series [ ]
Securities to the Persons in whose names such Series [ ] Secu-
rities are so registered.
Except as provided below, owners solely of beneficial
interests in a Series [ ] Global Security shall not be enti-
tled to receive physical delivery of Series [ ] Securities in
definitive form and will not be considered the Holders thereof
for any purpose under the Indenture.
Members of or participants in the Depositary shall
have no rights under this Supplemental Indenture or the Inden-
ture with respect to any Series [ ] Global Security held on
their behalf by the Depositary, and such Depositary or its nom-
inee, as the case may be, may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the
Holder of such Series [ ] Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written
-7-
certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its members
or participants, the operation of customary practices governing
the exercise of the rights of a Holder of any Series [ ]
Security, including without limitation the granting of proxies
or other authorization of participants to give or take any
request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or
take under the Indenture.
ARTICLE TWO
FORM OF SERIES [ ] SECURITY
The Series [ ] Securities are to be in substantially
the following form:
[FORM OF FACE OF SERIES [ ] SECURITY]
WESTERN RESOURCES, INC.
% Deferrable Interest Subordinated
Debenture, Series ___, Due
No. _____________ $________
CUSIP No. ________
WESTERN RESOURCES, INC., a corporation duly organized
and existing under the laws of the State of Kansas (herein
called the "Company," which term includes any successor corpo-
ration under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________________, or regis-
tered assigns, the principal sum of ________ DOLLARS
($________) on , and to pay interest on said
principal sum from , 199_ or from the most recent
interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears
on March 31, June 30, September 30 and December 31 of each
year, commencing , 199 , at the rate of % per
annum plus Additional Interest, if any, until the principal
hereof shall have become due and payable, and on any overdue
principal. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day
year and, for any period shorter than a full monthly period,
shall be computed on the basis of the actual number of days
-8-
elapsed in such period. In the event that any date on which
interest is payable on this Security is not a Business Day,
then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next suc-
ceeding calendar year, such payment shall be made on the imme-
diately preceding Business Day, in each case with the same
force and effect as if made on the date the payment was origi-
xxxxx payable. A "Business Day" shall mean any day other than
a Saturday or a Sunday or a day on which banking institutions
in the City of New York are authorized or required by law or
executive order to remain closed or a day on which the Corpo-
rate Trust Office of the Trustee, the principal office of the
property trustee under the Trust Agreement or the principal
office of the Company is closed for business. The interest
installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities, as defined in the
Indenture) is registered at the close of business on the Regu-
lar Record Date for such interest installment, which shall be
the close of business on the Business Day next preceding such
Interest Payment Date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
The Company shall have the right at any time during
the term of this Security, from time to time, to extend the
interest payment period of such Security for up to 20 consecu-
tive quarters (an "Extension Period"), during which period
interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Pay-
ment Date, and at the end of which Extension Period the Company
shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent that payment of such
interest is permitted by applicable law); provided that the
-9-
Company shall not defer the interest payment period with
respect to Additional Interest Attributable to Taxes; provided
further that during any such Extension Period, the Company
shall not declare or pay any dividends or distributions (other
than dividends or distributions in common stock of the Company
or other securities, including other securities ranking junior
in right of payment to the Securities) on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of
its capital stock or any security ranking pari passu with or
junior in right of payment to this Security, or make any guar-
xxxxx payment with respect to the foregoing (other than pro
rata payments under the Parent Guarantee and any similar Parent
Guarantees issued by the Company on behalf of the holders of
Preferred Securities issued by any issuer holding Securities) or
repurchase, or cause any of its Subsidiaries to repurchase, any
security of the Company ranking pari passu with or junior in
right of payment to this Security (except for payments made on
any series of securities upon the stated maturity of such secu-
rities); provided that Western Resources may redeem, purchase,
acquire or make a liquidation payment with respect to any of
its capital stock, make any guarantee payment with respect to
the foregoing or repurchase, or cause any of its subsidiaries
to repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to this Security with
securities (or the proceeds from the issuance of securities)
having no higher ranking than the capital stock or the other
securities which are to be redeemed, purchased, acquired, with
respect to which a liquidation payment is to be made, to which
a guarantee payment is to be made with respect to the foregoing
or which are to be repurchased. Prior to the termination of
any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof
shall not exceed 20 consecutive quarters or extend beyond the
maturity of this Security. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Company may
select a new Extension Period, subject to the foregoing
requirements. No interest shall be due and payable during an
Extension Period except at the end thereof. The Company shall
give the Holder of this Security and the Trustee notice of its
selection of an Extension Period at least one Business Day
prior to the earlier of (i) the Interest Payment Date or
(ii) the date the Series [ ] Trust is required to give notice
to the New York Stock Exchange or other applicable
-10-
self-regulatory organization or to holders of the Series [ ]
Preferred Securities of the record date or the date such dis-
tributions are payable, but in any event not less than one
Business Day prior to such record date.
Payment of the principal of and interest on this
Security will be made at the office or agency of the Company
maintained for that purpose in [ ], in such
coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company
payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in
immediately available funds at such place and to such account
as may be designated by the Person entitled thereto as speci-
fied in the Securities Register.
The indebtedness evidenced by this Security is, to
the extent provided in the Indenture, subordinate and subject
in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provi-
sions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the
Trustee on such Xxxxxx's behalf to take such action as may be
necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee such Xxxxxx's attorney-
in-fact for any and all such purposes. Each Holder hereof, by
such Xxxxxx's acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and
in the Indenture of each holder of Senior Indebtedness, whether
now outstanding or hereafter incurred, and waives reliance by
each such Holder upon said provisions.
Reference is hereby made to the further provisions of
the Indenture summarized on the reverse hereof, which further
provisions shall for all purposes have the same effect as if
set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof
by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
-11-
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: ________, 199
WESTERN RESOURCES, INC.
By:
Name:
Title:
Attest:
________________________
FORM OF REVERSE OF SERIES [ ] SECURITY
This Security is one of a duly authorized issue of
Securities of the Company, designated as its % Deferrable
Interest Subordinated Debentures due (therein called the
"Securities"), limited in aggregate principal amount to
$ issued under an Indenture, dated as of ,
199 supplemented by a [ ] Supplemental Indenture, dated
as of , 199 (herein called the "Indenture"), between
the Company and , as Trustee (herein called
the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and such supplemental inden-
tures reference is hereby made for a statement of the respec-
tive rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
At any time on or after , , the Com-
pany shall have the right, subject to the terms and conditions
of Article Twelve of the Indenture, to redeem this Security at
the option of the Company, without premium or penalty, in whole
or in part, at a Redemption Price equal to % of the princi-
pal amount to be redeemed plus accrued but unpaid interest,
including Additional Interest, if any, to the Redemption Date.
-12-
If a Tax Event or an Investment Company Event (as defined in
the Indenture) shall occur and be continuing, the Company shall
have the right, subject to the terms and conditions of Article
Twelve of the Indenture, to redeem this Security at the option
of the Company, without premium or penalty, in whole but not in
part, at a Redemption Price equal to % of the principal
amount thereof plus accrued but unpaid interest, including
Additional Interest, if any, to the Redemption Date. Any
redemption pursuant to this paragraph will be made upon not
less than 30 nor more than 90 days' notice, at the Redemption
Price. If the Securities are only partially redeemed by the
Company, the Securities will be redeemed pro rata, by lot or in
such other manner as the Trustee shall deem appropriate and
fair in its discretion and that may provide for the selection
of a portion or portions (equal to U.S. dollars
($ ) or any integral multiple thereof) of the principal amount
of any Security.
In the event of the redemption of this Security in
part only, a new Security or Securities for the unredeemed por-
tion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
If an Event of Default with respect to the Securities
of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable
in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture contains provisions for satisfaction
and discharge at any time of the entire indebtedness of this
Security upon compliance by the Company with certain conditions
set forth in the Indenture.
The Indenture contains provisions permitting the Com-
pany and the Trustee, with the consent of Holders of the Secu-
rities of each series to be affected of not less than a major-
ity in principal amount of the Outstanding Securities of such
series, to modify the Indenture in a manner affecting the
rights of the Holders of the Securities of such series; pro-
vided that no such modification may, without the consent of the
Holder of each Outstanding Security affected thereby,
(i) extend the fixed maturity of the Securities, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, or (ii) reduce the percentage of
principal amount of the Securities, the Holders of which are
-13-
required to consent to any such modification of the Indenture.
The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency
of the Company [ ] duly endorsed by, or accompa-
xxxx by a written instrument of transfer in form satisfactory
to the Company and the Securities Registrar duly executed by,
the Holder hereof or the Holder's attorney thereunto duly
authorized in writing, and thereupon one or more new Securi-
ties, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for regis-
tration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all pur-
poses, whether or not this Security shall be overdue, and none
of the Company, the Trustee or any such agent shall be affected
by notice to the contrary.
The Securities are issuable only in registered form
without coupons in denominations of $25 and any integral
-14-
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchange-
able for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder
surrendering the same.
THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 301. Definitions of Terms.
Except as otherwise expressly provided in this ______
Supplemental Indenture or in the form of Series [ ] Security
otherwise clearly required by the context hereof or thereof,
all terms used herein that are defined in the Indenture shall
have the meanings assigned to them therein.
SECTION 302. Ratification of Indenture.
The Indenture, as supplemented by this ______ Supple-
mental Indenture, is in all respects ratified and confirmed,
and this ______ Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and
therein provided.
SECTION 303. Recitals.
The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibil-
ity for the correctness thereof. The Trustee makes no repre-
sentation as to the validity or sufficiency of this ______ Sup-
plemental Indenture.
SECTION 304. Counterparts.
This ______ Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original,
but such counterparts shall together constitute but one and the
same instrument.
-15-
IN WITNESS WHEREOF, the parties hereto have caused
this ______ Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.
WESTERN RESOURCES, INC.
By
Attest:
____________________________
Secretary
,
as Trustee
By
Attest:
____________________________
