WESTERN RESOURCES, INC.
TO
XXXXXX TRUST AND SAVINGS BANK
as Trustee
------------------
____________ SUPPLEMENTAL INDENTURE
Dated as of ______________
First Mortgage Bonds, _____% Convertible1 Series Due
[Convertible into __% Unsecured Senior Notes Due ______]
----------
* Note: The Table of Contents is not part of this Supplemental Indenture and
should not be considered as such. It is included only for purposes of
convenience.
TABLE OF CONTENTS*
Page
Parties.............................................................
Recitals............................................................
Granting Clause.....................................................
Habendum............................................................
Exceptions and Reservations.........................................
Grant in Trust......................................................
General Covenant....................................................
ARTICLE I. Description of Bonds of the ________ %
Convertible Series.........................
Section 1. General Description of Bonds of the ________ %
Convertible Series................. .......
Section 2. Denominations of Bonds of the ________ %
Convertible Series and privilege of
exchange...................................
Section 3. Form of Bonds of the ________ %
Convertible Series.........................
Section 4. Form of Trustee's Certificate.................
Section 5. Execution and Form of Temporary Bonds of
the ________ % Convertible Series..........
----------
* Note: The Table of Contents is not part of this Supplemental Indenture and
should not be considered as such. It is included only for purposes of
convenience.
ARTICLE II. Issue of Bonds of the ____________ %
Convertible Series...........................
Section 1. Limitations as to principal amount..............
Section 2. Execution and Delivery of Bonds of the
____________ % Convertible Series............
ARTICLE III. Redemption ...........................................
Section 1. Bonds of the ____________ % Convertible
Series are redeemable at any
time or from time to time on or after........
Section 2. Notice of Redemption............................
Section 3. Limited Right of Redemption at Option of
Holder.......................................
ARTICLE IV. Additional Covenants............................
Section 1. Title to mortgaged property.....................
Section 2. To retire certain portions of Bonds upon
release of all or substantially all of
the gas properties...........................
Section 3. To retire certain portions of Bonds upon
release of all or substantially all of
the electric properties......................
ARTICLE V. Amendment to Ratio of Bonds Issuable; to
Property Additions and of Certain
Other Ratios. Amendments of Net
Earnings Test Use of Facsimile
Signatures. Amendment of Article XV.
Reservation of Right to Amend
Article VII..................................
Section 1. So long as Bonds of the ____________ % Convertible
Series remain outstanding:
Bonds issuable on basis only of 60% of
net bondable value of property
additions not subject to an unfunded
prior lien...................................
-ii-
Page
Amendment of definition of net bondable value of property
additions not subject to an unfunded prior
lien..........
Monies deposited with Trustee under Section 5(a) of
Article III of the Original Indenture may not be
withdrawn in an amount in excess of 60% of net
bondable value of property additions not subject to
an unfunded prior lien, notwithstanding provisions of
Section 3(a) of Article VIII of the Original
Indenture....................................
Amendment of definition of net
bondable value of property
additions subject to an unfunded
prior lien...................................
Amendment of covenants in Sections 14 and 16 of Article IV
and Section 1 of Article XII of the Original
Indenture with respect to acquisition of property
subject to an unfunded prior lien....................
Definitions: minimum charge for
depreciation; net earnings of
property available for interest,
depreciation and property
retirement; net earnings of
another corporation available for
interest, depreciation and
property retirement..........................
Amendment of Articles III, IV and XII
of the Original Indenture....................
Section 2. Facsimile Signatures..............................
Section 3. Amendment of Article XV of Original
Indenture so as to substitute 60%
for 80% whenever it appears..................
Section 4. Amendment of Article XV of Original
Indenture to add a Section 9.................
Section 5. Reservation Right to Amend Article VII............
-iii-
ARTICLE VI. Conversion of Bonds of the ___ %
Convertible Series............................
Section 1. Conversion Provision..............................
Section 2. Conditions for Conversion.........................
Section 3. Notice and Effect of Conversion...................
Section 4. Cancellation......................................
ARTICLE VII. Miscellaneous Provisions..........................
Section 1. Acceptance of Trust...............................
Section 2. Responsibility and Duty of Trustee................
Section 3. Parties to include successors and assigns.........
Section 4. Benefits restricted to parties and to
holders of Bonds and coupons...................
Section 5. Execution in counterparts.........................
Section 6. Titles of Articles not part of the _____
Supplemental Indenture.........................
TESTIMONIUM.............................................................
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
Appendix A .............................................
Appendix B .............................................
-iv-
__________ SUPPLEMENTAL INDENTURE, dated as of the _________ day of
_________, Nineteen Hundred and __________, made by and between Western
Resources, Inc., formerly The Kansas Power and Light Company, a corporation
organized and existing under the laws of the State of Kansas (hereinafter called
the "Company"), party of the first part, and Xxxxxx Trust and Savings Bank, a
corporation organized and existing under the laws of the State of Illinois whose
mailing address is 000 Xxxx Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxx, Xxxxxxxx 00000
(hereinafter called the "Trustee"), as Trustee under the Mortgage and Deed of
Trust dated July 1, 1939, hereinafter mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered to the Trustee
its Mortgage and Deed of Trust, dated July 1, 1939 (hereinafter referred to as
the "Original Indenture"), to provide for and to secure an issue of First
Mortgage Bonds of the Company, issuable in series, and to declare the terms and
conditions upon which the Bonds are to be issued thereunder; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
__________ Supplemental Indentures supplemental to said Original Indenture, of
which _______ provided for the issuance thereunder of series of the Company's
First Mortgage Bonds, and there is set forth below information with respect to
such Supplemental Indentures as have provided for the issuance of Bonds, and the
principal amount of Bonds which remain outstanding as of
Supplemental Series of
Indenture First Mort- Principal Principal
Hereinafter gage Bonds Amount Amount
Called Date Provided For Issued Outstanding
------ ---- ------------ ------ -----------
Supplemental Indenture July 1, 1939 3-1/2% Series $26,500,000 None
Due 1969
Second Supplemental April 1, 1949 2-7/8% Series 10,000,000 None
Indenture Due 1979
Fourth Supplemental October 1, 1949 2-3/4% Series 6,500,000 None
Indenture Due 1979
Fifth Supplemental December 1, 1949 2-3/4% Series 32,500,000 None
Indenture Due 1984
Seventh Supplemental December 1, 1951 3-1/4% Series 5,250,000 None
Indenture Due 1981
Eighth Supplemental May 1, 1952 3-1/4% Series 4,750,000 None
Indenture Due 1982
Ninth Supplemental October 1, 1954 3-1/8% Series $8,000,000 None
Indenture Due 1984
Tenth Supplemental September 1, 1961 4-3/4% Series 13,000,000 None
Indenture Due 1991
Eleventh Supplemental April 1, 1969 7-5/8% Series 19,000,000 None
Indenture Due 1999
Twelfth Supplemental September 1, 1970 8-3/4% Series 20,000,000 None
Indenture Due 2000
Thirteenth Supplemental February 1, 1975 8-5/8% Series 35,000,000 None
Indenture Due 2005
Fourteenth Supplemental May 1, 1976 8-5/8% Series 45,000,000 None
Indenture Due 2006
Fifteenth Supplemental April 1, 1977 5.90% Pollution 32,000,000 None
Indenture Control Series
Due 2007
Sixteenth Supplemental June 1, 1977 8-1/8% Series 30,000,000 None
Indenture Due 2007
Seventeenth Supplemental February 1, 1978 8-3/4% Series 35,000,000 None
Indenture Due 2008
Eighteenth Supplemental January 1, 1979 6-3/4% Pollution 45,000,000 None
Indenture Control Series
Due 2009
Nineteenth Supplemental May 1, 1980 8-1/4% Pollution 45,000,000 None
Indenture Control Series
Due 1983
Twentieth Supplemental November 1, 1981 16.95% Series 25,000,000 None
Indenture Due 1988
Twenty-First Supplemental April 1, 1982 15% Series 60,000,000 None
Indenture Due 1992
Twenty-Second Supplemental February 1, 1983 9-5/8% Pollution 58,500,000 None
Indenture Control Series
Due 2013
Twenty-Third Supplemental July 1, 1986 8-1/4% Series 60,000,000 None
Indenture Due 1996
Twenty-Fourth Supplemental March 1, 1987 8-5/8% Series 50,000,000 None
Indenture Due 2017
Twenty-Fifth Supplemental October 15, 1988 9.35% Series 75,000,000 None
Indenture Due 1998
Twenty-Sixth Supplemental February 15, 1990 8-7/8% Series 75,000,000 $75,000,000
Indenture Due 2000
2
Twenty-Seventh Supplemental March 12, 1992 7.46% Demand $370,000,000 None
Indenture Series
Twenty-Eighth Supplemental July 1, 1992 7-1/4% Series 125,000,000 $125,000,000
Indenture Due 1999
8-1/2% Series 125,000,000 125,000,000
Due 2022
Twenty-Ninth Supplemental August 20, 1992 7-1/4% Series 100,000,000 100,000,000
Indenture Due 2002
Thirtieth Supplemental February 1, 1993 6% Pollution 58,500,000 58,420,000
Indenture Control Revenue
Refunding Series
Due 2033
Thirty-First Supplemental April 15, 1993 7.65% Series 100,000,000 100,000,000
Indenture Due 2023
Thirty-Second Supplemental April 15, 1994 7-1/2% Series 75,500,000 75,500,000
Indenture Due 2032
; and
WHEREAS, the Company is entitled at this time to have authenticated and
delivered additional bonds [on the basis of net bondable value of property
additions not subject to an unfunded prior lien/in substitution for refundable
Bonds]3, upon compliance with the provisions of Article III of the Original
Indenture, as amended; and
WHEREAS, the Company desires by this __________ Supplemental Indenture to
supplement the Original Indenture and to provide for the creation of a new
series of bonds under the Original Indenture to be designated "First Mortgage
Bonds, __% Convertible Series Due ____"[, Convertible into __% Unsecured Senior
Notes Due ________]" (hereinafter called "Bonds of the __________ % Convertible
Series" [and the __% Unsecured Senior Notes Due _______ are hereinafter called
the "Debt Securities"]; and the Original Indenture provides that certain terms
and provisions, as determined by the Board of Directors of the Company, of the
Bonds of any particular series may be expressed
----------
* To be amended as appropriate.
3
in and provided by the execution of an appropriate supplemental indenture; and
WHEREAS, the Company in the exercise of the powers and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
indentures supplemental thereto, and pursuant to appropriate resolutions of its
Board of Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this __________
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One
Dollar duly paid by the Trustee to the Company at or before the time of the
execution of these presents, and of other valuable considerations, the receipt
whereof is hereby acknowledged, and in order further to secure the payment of
the principal of and interest and premium, if any, on all Bonds at any time
issued and outstanding under the Original Indenture as amended by all indentures
supplemental thereto (hereinafter sometimes collectively called the "Indenture")
according to their tenor, purport and effect, and to declare certain terms and
conditions upon and subject to which Bonds are to be issued and secured, the
Company has executed and delivered this Supplemental Indenture, and by these
presents grants, bargains, sells, warrants, aliens, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and ratifies and confirms unto Xxxxxx
Trust and Savings Bank, as Trustee, and to its successors in trust under the
Indenture forever, all and singular the following described properties (in
addition to all other properties heretofore specifically subjected to the lien
of the Indenture and not heretofore released from the lien thereof), that is to
say:
FIRST.
All and singular the rents, real estate, chattels real, easements,
servitudes, and leaseholds of the Company, or which, subject to the provisions
of Article XII of the Original Indenture, the Company may hereafter acquire,
including, among other things, the property described in Appendix A hereto under
the caption "First", which description is hereby incorporated herein by
reference and made a part hereof as if fully set
4
forth herein, together with all improvements of any type located thereon.
SECOND.
Also all transmission and distribution systems used for the transmission
and distribution of electricity, steam, water, gas and other agencies for light,
heat, cold or power, or any other purpose whatever, whether underground or
overhead or on the surface or otherwise of the Company, or which, subject to the
provisions of Article XII of the Original Indenture, the Company may hereafter
acquire, including all poles, posts, wires, cables, conduits, mains, pipes,
tubes, drains, furnaces, switchboards, transformers, insulators, meters, lamps,
fuses, junction boxes, water pumping stations, regulator stations, town border
metering stations and other electric, steam, water and gas fixtures and
apparatus.
THIRD.
Also all franchises and all permits, ordinances, easements, privileges and
immunities and licenses, all rights to construct, maintain and operate overhead,
surface and underground systems for the distribution and transmission of
electricity, gas, water or steam for the supply to itself or others of light,
heat, cold or power or any other purpose whatsoever, all rights-of-way, all
waters, water rights and flowage rights and all grants and consents, now owned
by the Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
Also all inventions, patent rights and licenses of every kind now owned by
the Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
FOURTH.
Also, subject to the provisions of Article XII of the Original Indenture,
all other property, real, personal and mixed (except as therein or herein
expressly excepted) of every nature and kind and wheresoever situated now or
hereafter possessed by or belonging to the Company, or to which it is now, or
may at any time hereafter be, in any manner entitled at law or in equity.
5
FIFTH.
Together with all and singular, the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders,
tolls, rents, revenues, issues, income, products and profits thereof, and all
the estate, right, title, interest and claim whatsoever, at law and in equity,
which the Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, all properties of the character
excepted from the lien of the Original Indenture.
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations hereinabove referred
to, to existing leases other than leases which by their terms are subordinate to
the lien of the Indenture, to existing liens upon rights-of-way for transmission
or distribution line purposes, as defined in Article I of the Original
Indenture; and any extensions thereof, and subject to existing easements for
streets, alleys, highways, rights-of-way and railroad purposes over, upon and
across certain of the property hereinbefore described and subject also to all
the terms, conditions, agreements, covenants, exceptions and reservations
expressed or provided in the deeds or other instruments respectively under and
by virtue of which the Company acquired the properties hereinabove described and
to undetermined liens and charges, if any, incidental to construction or other
existing permitted liens as defined in Article I of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture, and the indentures supplemental thereto, including this
_______________ Supplemental Indenture, set forth, for the equal and
proportionate benefit and security of all present and future holders of the
Bonds and coupons issued and to be issued thereunder, or any of them, without
preference of any of said Bonds and coupons of any particular series over the
Bonds and coupons of any other series by reason of priority in the time of
issue, sale or negotiation thereof, or by reason of the purpose of issue or
otherwise howsoever,
6
except as otherwise provided in Section 2 of Article IV of the Original
Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto for the benefit of those who shall hold the Bonds and coupons, or
any of them, to the be issued under the Indenture as follows:
ARTICLE I.
Description of Bonds of the ______ % Convertible Series.
SECTION 1. The __________ % Convertible Series of Bonds to be executed,
authenticated and delivered under and secured by the Original Indenture shall be
Bonds of the __________ % Convertible Series. The Bonds of the ___________ %
Convertible Series shall be designated as "First Mortgage Bonds, __% Convertible
Series Due ____" [Convertible into __% Unsecured Senior Notes Due ________"] of
the Company. The Bonds of the __________ % Convertible Series shall be executed,
authenticated and delivered in accordance with provisions of, and shall in all
respects be subject to, all of the terms, conditions and covenants of the
Original Indenture, as amended, and subject to all the terms, conditions and
covenants of this Supplemental Indenture.
Bonds of the ________ % Convertible Series shall mature ___________ and
shall bear interest at the rate of ____________ percent (__%) per annum payable
semiannually on the ________ days of ___________ and _________ in each year,
commencing ________. Every Bond of the __________ % Convertible Series shall be
dated the date of authentication except that, notwithstanding the provisions of
Section 6 of Article II of the Original Indenture, if any Bond of the __________
% Convertible Series shall be authenticated at any time subsequent to the record
date (as hereinafter in this Section defined) for any interest payment date but
prior to the day following such interest payment date, it shall be dated as of
the day following such interest payment date, provided, however, that if at the
time of authentication of any Bond of the __________ % Convertible Series
interest shall be in default on any Bonds of the __________ % Convertible
Series, such Bond shall be dated as of the day following the interest payment
date to which interest has previously been paid in full or made available for
payment in full on outstanding Bonds of the __________ % Convertible Series or,
if no interest has been paid or made available for payment, as of the date of
initial authentication and
7
delivery of such Bond. Every Bond of the __________ % Convertible Series shall
bear interest from the ____________ or ____________ next preceding the date
thereof, unless such Bond shall be dated prior to __________________, in which
case it shall bear interest from ___________________.
The person in whose name any Bond of the __________ % Convertible Series is
registered at the close of business on any record date with regard to any
interest payment shall be entitled to receive the interest payable thereon on
such interest payment date notwithstanding the cancellation of such Bond upon
the transfer or exchange [or the conversion thereof] thereof subsequent to such
record date and prior to the day following such interest payment date, provided
that accrued interest on Bonds of the ____ % Convertible Series converted after
a record date but before the related interest payment date, shall be paid to the
holder of record of such Bonds of the ____ % Convertible Series on such interest
payment date, and the Debt Securities into which such Bonds of the ____ %
Convertible Series shall have been converted will begin to accrue interest from
such interest payment date, and unless the Company shall default in the payment
of the interest due on such interest payment date, in which case such defaulted
interest shall be paid to the person in whose name such Bond is registered on
the date of payment of such defaulted interest. The term "record date" as used
in this Section with regard to any semiannual interest payment date shall mean
the close of business on the tenth day next preceding such interest payment
date, or, if such tenth day is not a business day, the business day next
preceding such tenth day. The Bonds of the __________ % Convertible Series shall
be payable as to principal, premium, if any, and interest, in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts, at the agency of the Company in the City of
Chicago, Illinois, or at the option of the holder thereof at the agency of the
Company in the Borough of Manhattan, The City of New York, provided that at the
option of the Company interest may be paid by check mailed to the holder at such
holder's registered address.
SECTION 2. The Bonds of the __________ % Convertible Series shall be
registered bonds without coupons of the denominations of $1,000 and of any
multiples of $1,000, numbered consecutively from R1 upwards. Bonds of the
__________ % Convertible Series may be interchanged for each other within a
respective Convertible Series in authorized denominations and in the same
aggregate principal amounts, without charge, except for any tax or governmental
charge imposed in connection with such interchange.
8
SECTION 3. The Bonds of the _______ % Convertible Series, and the Trustee's
Certificate with respect thereto, shall be substantially in the following forms,
respectively:
9
[FORM OF FACE OF BOND OF THE __________ % CONVERTIBLE SERIES]
WESTERN RESOURCES, INC.
(Incorporated under the laws of the State of Kansas)
FIRST MORTGAGE BOND, __% CONVERTIBLE SERIES DUE ____
[Convertible into __% Unsecured Senior Notes Due _____
DUE ___________________]
No. ___________ $____________
WESTERN RESOURCES, INC., a corporation organized and existing under the
laws of the State of Kansas (hereinafter called "the Company", which term shall
include any successor corporation as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________ or registered assigns, on the ___________ day of
________________________ the sum of _____________________ Dollars in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts, and to pay interest thereon in like coin or
currency from the __________ day of _________ or _________ next preceding the
date of this Bond at the rate of _____________ percent (__%) per annum, payable
semiannually, on the __________ days of _________ and _________ in each year,
commencing __________________ (on which date interest from __________________
will be payable), until maturity, or, if the Company shall default in the
payment of the principal hereof, until the Company's obligation with respect to
the payment of such principal shall be discharged as provided in the Indenture
hereinafter mentioned. The interest payable on any ____________ or ____________
as aforesaid will be paid to the person in whose name this Bond is reg-
10
istered at the close of business on the tenth day next preceding such interest
payment date, or if such tenth day is not a business day, the business day next
preceding such tenth day, unless the Company shall default in the payment of the
interest due on such interest payment date, in which case such defaulted
interest shall be paid to the person in whose name this Bond is registered on
the date of payment of such defaulted interest. Principal of and premium, if
any, and interest on, this Bond are payable at the agency of the Company in the
City of Chicago, Illinois, or, at the option of the holder hereof, at the agency
of the Company in the Borough of Manhattan, The City of New York, provided that
at the option of the Company interest may be paid by check mailed to the holder
at such holder's registered address.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until Xxxxxx Trust and Savings Bank, the Trustee under the Indenture, or a
successor trustee thereto under the Indenture, shall have signed the form of
certificate endorsed hereon.
The provisions of this Bond are continued on the reverse hereof, and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.
IN WITNESS WHEREOF, WESTERN RESOURCES, INC. has caused this Bond to be
signed in its name by its Chairman of the Board and Chief Executive Officer or
its President or a Vice President, manually or by facsimile, and its corporate
seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary
or an Assistant Secretary, manually or by facsimile.
Dated:
WESTERN RESOURCES, INC.
By
--------------------------
Attest:
--------------------------
Secretary
11
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the series designated herein, described
in the within-mentioned Mortgage and Deed of Trust of July 1, 1939 and
Supplemental Indenture dated .
XXXXXX TRUST AND SAVINGS BANK,
Trustee,
By
-------------------------------
Authorized Officer
12
[FORM OF REVERSE OF BOND OF THE __________ % CONVERTIBLE SERIES]
WESTERN RESOURCES, INC.
First Mortgage Bond, __% Convertible Series Due ____
[Convertible into __% Unsecured Senior Notes Due ____
Due ___________________]
(CONTINUED)
This Bond is one of a duly authorized issue of Bonds of the Company (herein
called the "Bonds"), in unlimited aggregate principal amount, of the series
hereinafter specified, all issued and to be issued under and equally secured by
a Mortgage and Deed of Trust, dated July 1, 1939, executed by the Company to
Xxxxxx Trust and Savings Bank (herein called the "Trustee"), as Trustee, as
amended by the indentures supplemental thereto including the indenture
supplemental thereto dated __________________ (herein called the "Supplemental
Indenture"), between the Company and the Trustee (said Mortgage and Deed of
Trust, as so amended, being herein called the "Indenture") to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the properties mortgaged and pledged, the nature and extent of
the security, the rights of the bearers or registered owners of the Bonds and of
the Trustee in respect thereto, and the terms and conditions upon which the
Bonds are, and are to be, secured. The Bonds may be issued in series, for
various principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided. This Bond
is one of a series designated as the "First Mortgage Bonds, __% Convertible
Series Due ____" (herein called "Bonds of the __________ % Convertible Series")
of the Company, issued under and secured by the Indenture executed by the
Company to the Trustee.
To the extent permitted by, and as provided in the Indenture, modifications
or alterations of the Indenture or of any indenture supplemental thereto, and of
the rights and obligations of the Company and of the holders of the Bonds and
coupons, may be made with the consent of the Company by an af-
13
firmative vote of not less than 60% in principal amount of the Bonds entitled to
vote then outstanding, at a meeting of Bondholders called and held as provided
in the Indenture, and by an affirmative vote of not less than 60% in principal
amount of the Bonds of any series entitled to vote then outstanding and affected
by such modification or alteration, in case one or more but less than all of the
series of Bonds then outstanding under the Indenture are so affected. No
modification or alteration shall be made which will affect the terms of payment
of the principal of or premium, if any, or interest on, this Bond, which are
unconditional. The Company has reserved the right to make certain amendments to
the Indenture, without any consent or other action by holders of the Bonds of
this series (i) to the extent necessary from time to time to qualify the
Indenture under the Trust Indenture Act of 1939 (ii) to delete the requirement
that the Company meet a net earnings test as a condition to authenticating
additional Bonds or merging into another company and (iii) to make certain other
amendments which make the provisions for the release of mortgaged property less
restrictive, all as more fully provided in the Indenture and in the Supplemental
Indenture. In addition, once all Bonds issued prior to January 1, 1997 are no
longer outstanding, the Company will be permitted to issue additional Bonds in
an amount equal to 70% of the value of net bondable property additions not
subject to an unfunded prior lien, as provided in the Original Indenture.
*[The Bonds of the __________ Convertible Series are not redeemable prior
to maturity.
The Bonds of the ________ % Convertible Series are subject to redemption at
any time or from time to time prior to maturity at the option of the Company,
subject to certain restrictions with respect to redemptions prior to ___________
as set forth in the aforesaid Supplemental Indenture, and upon application of
certain moneys included in the trust estate, ei-
----------
* The following description will be amended as appropriate to reflect whether
or not the series of Bonds is subject to redemption.
If the Bonds are subject to a sinking fund or any similar fund, appropriate
language will be added to that effect.
14
ther as a whole or in part by lot, upon payment of the Redemption Prices
applicable to the respective periods set forth below, together, in each case,
with accrued interest to the redemption date, all subject to the conditions of,
and as more fully set forth in, the Indenture.
Redemption Price Redemption Price
If Redeemed Expressed as a If Redeemed Expressed as a
During the Twelve-Month Period Percentage of the During the Percentage of the
Beginning__________ Principal Amount Twelve-Month Period Principal Amount
of the Bonds_____ Beginning__________ of the Bonds_____
% %
Such redemption in every case shall be effected upon notice given by first
class mail, postage prepaid, at least thirty days and not more than sixty days
prior to the redemption date, to the registered owners of such Bonds, at their
addresses as the same shall appear on the transfer register of the Company, all
subject to the conditions of, and as more fully set forth in, the Indenture.]
In case an event of default, as defined in the Indenture, shall occur, the
principal of all of the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may in certain events be waived by the holders of a
majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person or by
duly authorized attorney, on the books of the Company to be kept for that
purpose at the agency of the Company in the City of Chicago, Illinois, and at
the agency of the Company in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this Bond and on presentation of a duly
executed written instrument of transfer, and thereupon a new registered Bond or
Bonds of the same series, of the same aggregate principal amount and in
authorized denominations will be issued to the transferee or transferees in
exchange herefor; and this Bond, with or without others of like form and series,
may in like manner be exchanged for one or
15
more new registered Bonds of the same series of other authorized denominations
but of the same aggregate principal amount; all upon payment of the charges and
subject to the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this Bond, or for any claim based hereon or on the Indenture
or any indenture supplemental thereto, against any incorporator, or against any
stockholder, director or officer, past, present or future, of the Company, or of
any predecessor or successor corporation, as such, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof by the
acceptance of this Bond and as part of the consideration for the issue hereof,
and being likewise released by the terms of the Indenture.
*[At any time the Bonds of the _____ % Convertible Series are outstanding,
the Company may, solely at its option, convert the Bonds of the ____ %
Convertible Series, in whole but not in part, for Debt Securities(as defined in
the Supplemental Indenture). The Debt Securities would be identical to the New
Bonds with respect to the maturity date, interest rate and interest payment
dates; however, holders of Debt Securities will, among other things, no longer
be entitled to the security provided by the Indenture since the Debt Securities
will be unsecured obligations of the Company and the financial covenants, the
events of default and certain other terms pertaining to the Debt Securities will
differ from those pertaining to the New Bonds. Holders of Bonds of the ____ %
Convertible Series so converted will be entitled to receive $1,000 in principal
amount of Debt Securities for each $1,000 of principal amount of Bonds of the
____ % Convertible Series held by such holder as of the date fixed for
Conversion (the "Conversion Date"). In connection with any such conversion,
interest on converted
----------
* The following description will be amended as appropriate to reflect whether
or not the series of Bonds is subject to conversion.
16
Bonds of the ____ % Convertible Series which has accrued but has not been paid
as of the Conversion Date will accrue on Debt Securities from the date on which
interest was last paid on the Bonds of the ____ % Convertible Series so
converted, provided that accrued interest on Bonds of the ____ % Convertible
Series converted after a record date but before the related interest payment
date, shall be paid to the holder of record of such Bonds of the ____ %
Convertible Series on such interest payment date, and the Debt Securities into
which such Bonds of the ____ % Convertible Series shall have been converted will
begin to accrue interest from such interest payment date. The rights of the
holders of the Bonds of the ____ % Convertible Series as bondholders of the
Company with respect to the bonds converted will cease and the person or persons
entitled to receive the Debt Securities issuable upon Conversion will be treated
as the registered holder or holders of such Debt Securities from the Conversion
Date. Each holder of a Bond of the ____ % Convertible Series and each owner
hereof by the acceptance of this Bond and part of the consideration for the
issue hereof does so agree. Debt Securities issued in conversion of Bonds of the
____ % Convertible Series will be issued in principal amounts of $1,000 and
integral multiples thereof. The Company may condition its obligation to convert
Bonds of the ____ % Convertible Series upon the satisfaction of certain
conditions to be specified in the notice referred to below. The Company will
mail to each holder of record of the Bonds of the ___ % Convertible Series to be
converted into Debt Securities written notice thereof at least 15 and not more
than 120 days prior to the Conversion Date. The notice must state (i) the
Conversion Date, (ii) the place or places where certificates for Bonds of the
____ % Convertible Series may be surrendered for conversion into Debt
Securities, (iii) that interest on the Debt Securities will accrue from the date
on which interest on the Bonds of the ___ % Convertible Series was last paid
(except in the case of a Conversion Date after a record date, but before the
related interest payment date, in which case interest will accrue from the
interest payment date next following such record date) and interest on Bonds of
the ___ % Convertible Series shall henceforth no longer accrue, (iv) the
conditions, if any, required to be satisfied concurrent with or prior to the
Conversion Date, (v) that whether or not certificates for Bonds of the ____ %
Convertible Series are surrendered for conversion on such Conversion Date,
holders of the Bonds of the ____ % Convertible Series will be treated as holders
of Debt Securities from and after the Conversion Date, (vi) on and after the
Conversion Date Bonds of the ____ % Convertible Series shall be deemed
refundable bonds, and may be used for any purpose provided for such bonds under
the Mortgage.
17
SECTION 4. Until Bonds of the __________ % Convertible Series in definitive
form are ready for delivery, the Company may execute, and upon its request in
writing the Trustee shall authenticate and deliver, in lieu thereof, Bonds of
the __________ % Convertible Series in temporary form, as provided in Section 9
of Article II of the Original Indenture.
ARTICLE II.
Issue of Bonds of the __________ % Convertible Series.
SECTION 1. [The total principal amount of Bonds of the __________ %
Convertible Series which may be authenticated and delivered hereunder is not
limited except as the Original Indenture and this Supplemental Indenture limit
the principal amount of Bonds which may be issued thereunder.]
SECTION 2. Bonds of the __________ % Convertible Series for the aggregate
principal amount of ___________________ Dollars ($___________) may forthwith be
executed by the Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered (either before or after the filing or recording
hereof) to or upon the order of the Company, upon receipt by the Trustee of the
resolutions, certificates, instruments and opinions required by Article III and
Article XVIII of the Original Indenture, as amended.
18
ARTICLE III.
Redemption.*
SECTION 1. [Bonds of the __________ % Convertible Series are not redeemable
prior to maturity.]
Bonds of the ____________ % Convertible Series shall, subject to the
provisions of Article V of the Original Indenture, be redeemable at any time or
from time to time prior to maturity, at the option of the Board of Directors of
the Company and pursuant to Section 8 of Article VIII of the Original Indenture
either as a whole or in part, upon payment of the applicable percentage of the
principal amount thereof set forth under the heading "Redemption Price" in the
tabulation in the form of Bonds of the ________________ % Convertible Series set
forth in Section 3 of Article I hereof, together, in each case, with accrued
interest to the redemption date.
Notwithstanding the foregoing provisions of this Section, Bonds of the
___________ % Convertible Series shall not be redeemable as set forth in the
preceding paragraph prior to _________________ if the moneys for such redemption
are obtained by the Company directly or indirectly from or in anticipation of
the borrowing by or for the account of the Company at an effective interest cost
(calculated after adjustment, in accordance with generally accepted financial
practice, for any premium received or discount granted in connection with such
borrowing, but without any adjustment for commissions, underwriting discounts
and expenses in connection with such borrowing) of _____ or less per annum or
are obtained from an affiliate of the Company.
----------
* The following description will be modified or deleted as appropriate to
reflect whether or not the series of Bonds is subject to redemption
under all or some of the provision set forth.
If the Bonds are subject to a sinking fund or any similar fund,
appropriate language will be added to that effect.
19
SECTION 2. Subject to the provisions of Article V of the Original
Indenture, the Company shall cause notice of redemption to be given by first
class mail, postage prepaid, at least thirty days and not more than sixty days
prior to the date of redemption, to the registered owners of such Bonds at their
addresses as the same shall appear on the transfer register of the Company.
SECTION 3. Unless the Bonds of the _____ % Convertible Series have been
declared due and payable prior to their maturity by reason of an event of
default, commencing [ ] the Representative (as defined below) of a deceased
holder of an interest in the Bonds of the _____ % Convertible Series (a
"Beneficial Owner") has the right to request redemption of all or part of his or
her interest Bonds of the _____ % Convertible Series, expressed in integral
multiples of $1,000, for payment prior to maturity, and the Company will redeem
the same subject to the limitations that the Company will not be obligated to
redeem during the period beginning [ ] ending [ ], and during any twelve month
period ending [ ] thereafter, (i) on behalf of the deceased Beneficial Owner any
interest in the Bonds of the _____ % Convertible Series which exceeds an
aggregate principal amount of $ and (ii) interests in the Bonds of the _____ %
Convertible Series in the aggregate principal amount exceeding percent ( %) of
the aggregate principal amount of Bonds of the _____ % Convertible Series
originally issued, or $ . In the case of interests in the Bonds of the _____ %
Convertible Series owned by a deceased Beneficial Owner, a request for
redemption may be presented to the Trustee at any time and in any principal
amount. If the Company, although not obligated to do so, chooses to redeem
interests of a deceased Beneficial Owner in the Bonds of the _____ % Convertible
Series in any such period in excess of the $ limitation, such redemption, to the
extent that it exceeds the $ limitation for any Beneficial Owner, shall not be
included in the computation of the percent ( %) limitation for such period or
any succeeding period.
Subject to the $ and percent ( %) limitations, the Company will upon the
death of any Beneficial Owner redeem the interest of the Beneficial Owner in the
Bonds of the _____ % Convertible Series within 60 days following receipt by the
Trustee of a validly completed Redemption Request, as hereinafter defined,
including all supporting documentation, from such Beneficial Owner's personal
representative, or surviving joint tenant(s), tenant(s) by the entirety or
tenant(s) in common, or other persons entitled to effect such a Redemption
Request (each, a "Representative"). If Redemption Requests exceed either the $
or % per payment period
20
limitations then such excess Redemption Request (subject in the case of the $
limitation to the provisions of the last sentence of the preceding paragraph)
will be applied to successive periods in the order of receipt for prepayment,
regardless of the number of periods required to redeem such interest unless
sooner withdrawn as described below.
A request for redemption of an interest in the Bonds of the _____ %
Convertible Series may be made by delivering a request to the depositary, if
any, in whose names the certificate or certificates representing the Bonds of
the _____ % Convertible Series are registered (the "Depositary") in the case of
a participant in the system of such Depositary, including securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with such a participant, either directly or indirectly (a
"Participant") which is the Beneficial Owner of such interest, or to the
Participant through whom the Beneficial Owner owns such interest, in form
satisfactory to the Participant, together with evidence of death of the
Beneficial Owner and the authority of the Representative satisfactory to the
Participant and the Trustee. A Representative of a deceased Beneficial Owner may
make the request for redemption and shall submit such other evidence of the
right to such redemption as the Participant or Trustee shall require. The
request shall specify the principal amount of the Bonds of the _____ %
Convertible Series to be redeemed. A request for redemption in form satisfactory
to the Participant and accompanied by the documents relevant to the request as
above provided, together with a certification by the Participant that it holds
the interest on behalf of the deceased Beneficial Owner with respect to whom the
request for redemption is being made (the "Redemption Request") shall be
provided to the Depositary by a Participant and the Depositary will forward the
request to the Trustee. Redemption Requests, including all supporting
documentation, shall be in the form satisfactory to the Trustee and no request
for redemption shall be considered validly made until the Redemption Request and
all supporting documentation, in form satisfactory to the Trustee, shall have
been received by the Trustee.
The price to be paid by the Company for an interest in the Bonds of the
_____ % Convertible Series to be redeemed pursuant to a request from a deceased
Beneficial Owner's Representative is one hundred percent (100%) of the principal
amount thereof plus accrued but unpaid interest to the date of redemption.
Subject to arrangements with the Depositary, payment for interests in the Bonds
of the _____ % Convertible Series which are to be redeemed shall be made to the
Depositary within 60 days following receipt by the Trustee of the Redemption Re-
21
quest, including all supporting documentation, and the Bonds of the _____ %
Convertible Series to be redeemed in the aggregate principal amount specified in
the Redemption Requests submitted to the Trustee by the Depositary which are to
be fulfilled in connection with such payment. An acquisition of Bonds of the
_____ % Convertible Series by the Company or its subsidiaries other than by
redemption at the option of any Representative of a deceased Beneficial Owner
shall not be included in the computation of either the $ or percent ( %)
limitation for any period.
Interests in the Bonds of the _____ % Convertible Series held in tenancy by
the entirety, joint tenancy or by tenants in common will be deemed to be held by
a single Beneficial Owner and the death of a tenant in common, tenant by the
entirety or joint tenant will be deemed to be the death of the Beneficial Owner.
The death of a person who, during such person's lifetime, was entitled to
substantially all of the rights of a Beneficial Owner will be deemed the death
of the Beneficial Owner, regardless of the recordation of such interest on the
records of the Participant, if such rights can be established to the
satisfaction of the Participant and the Trustee.
Any Redemption Request may be withdrawn upon delivery of a written request
for such withdrawal given to the Trustee by the Depositary prior to payment for
redemption of the interest in the Bonds of the _____ % Convertible Series.
ARTICLE IV.
Additional Covenants.
The Company hereby covenants, warrants and agrees:
SECTION 1. That the Company is lawfully seized and possessed of all of the
mortgaged property described in the granting clauses of this Supplemental
Indenture; that it has good, right and lawful authority to mortgage the same as
provided in this Supplemental Indenture; and that such mortgaged property is, at
the actual date of the initial issue of the Bonds of the __________ %
Convertible Series, free and clear of any deed of trust, mortgage, lien, charge
or encumbrance thereon or affecting the title thereto prior to the Indenture,
except as set forth in the granting clauses of the Original Indenture, the
Twenty-Sixth Supplemental Indenture, the Twenty-Eighth Supplemental Indenture,
the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture,
22
the Thirty-First Supplemental Indenture, the Thirty-Second Supplemental
Indenture, the _______________ Supplemental Indenture or this Supplemental
Indenture.
SECTION 2. So long as any Bonds of any series originally issued prior to
January 1, 1997 are outstanding, in the event that all or substantially all of
the gas properties (either with or without including the gas property in the
City of Atchison, Kansas) shall have been released as an entirety from the lien
of the Original Indenture, the Company will, at any time or from time to time
within six months after the date of such release, retire Bonds outstanding under
the Original Indenture in an aggregate principal amount equal to the lesser of
(a) the fair value of the gas properties so released pursuant
to Section 3 of Article VII of the Original Indenture, as stated in the
engineer's certificate required by Section 3(b) of said Article VII,
and the proceeds of the gas properties so released pursuant to Section
5 of said Article VII, less the amount of moneys, deposited with the
Trustee pursuant to Sections 3(d), 4(d) and 5 of said Article VII on
such release, withdrawn or reduced pursuant to Section 1 of Article
VIII of the Original Indenture simultaneously with or within three
months after such release; or
(b) the greater of
(i)Nine Million Dollars ($9,000,000) plus One Hundred
Seventy-Five Thousand Dollars ($175,000) for each full year
(disregarding any period less than a full year) beginning with
July 1, 1949, and ending on the date of such release, less One
Million Seven Hundred Thousand Dollars ($1,700,000), or
(ii) One-half of the fair value of the gas
properties so released, as stated in the engineer's
certificate required by Section 3(b) of Article VII of the
Original Indenture, and one-half of the proceeds of the gas
properties so released pursuant to Section 5 of said Article
VII.
Such retirement of Bonds shall be effected in either one or both of the
following methods:
(aa) By the withdrawal pursuant to Section 2 of Article VIII
of the Original Indenture of any moneys deposited with the Trustee
pursuant to Sections 3(d), 4(d) and 5 of
23
Article VII of the Original Indenture upon such release; or
(bb) By causing the Trustee to purchase or redeem bonds,
pursuant to Section 8 of Article VIII of the Original Indenture, out of
any moneys deposited with the Trustee pursuant to Sections 3(d), 4(d)
and 5 of Article VII of the Original Indenture upon such release.
SECTION 3. So long as any Bonds of any series originally issued prior to
January 1, 1997 are outstanding, in the event all or substantially all of the
electric properties shall have been released as an entirety from the lien of the
Original Indenture, the Company will, at any time or from time to time within
six months after the date of such release, retire Bonds outstanding under the
Original Indenture in an aggregate principal amount equal to the fair value of
the electric properties so released pursuant to Section 3 of Article VII of the
Original Indenture, as stated in the engineer's certificate required by Section
3(b) of said Article VII, and the proceeds of the electric properties so
released pursuant to Section 5 of said Article VII. Such retirement of Bonds
shall be effected in either one or both of the following methods:
(a) By the withdrawal pursuant to Section 2 of Article VIII of
the Original Indenture of any moneys deposited with the Trustee
pursuant to Sections 3(d), 4(d) and 5 of Article VII of the Original
Indenture upon such release; or
(b) By causing the Trustee to purchase or redeem bonds,
pursuant to Section 8 of Article VIII of the Original Indenture, out of
any moneys deposited with the Trustee pursuant to Sections 3(d), 4(d)
and 5 of Article VII of the Original Indenture upon such release.
The Bonds to be so retired pursuant to this Section 3 shall include a principal
amount of Bonds of each Series then outstanding in the same ratio to the
aggregate principal amount of all Bonds so retired as the aggregate principal
amount of all Bonds of each Series outstanding immediately prior to such release
bears to the total principal amount of all Bonds then outstanding.
24
ARTICLE V.
Amendment of Ratio of Bonds Issuable; to Property Additions and of Certain
Other Ratios. Amendments of Net Earnings Test Use of Facsimile Signatures.
Amendment of Article XV. Reservation of Right to Amend Article VII.
SECTION 1. So long as any of the Bonds of any series originally issued
prior to January 1, 1997 shall remain outstanding:
(1) Notwithstanding the provisions of Section 4 of Article III of the
Original Indenture, no Bonds shall be authenticated and delivered pursuant to
the provisions of Article III of the Original Indenture and issued upon the
basis of net bondable value of property additions for an aggregate principal
amount in excess of sixty percent (60%) of the net bondable value of property
additions not subject to an unfunded prior lien.
For the purposes of Subsections (e) and (f) of the definition of "net
bondable value of property additions not subject to an unfunded prior lien",
contained in Article I of the Original Indenture, and Subdivisions 8 and 9 of
clause (a) of Section 4 of Article III of the Original Indenture, in all
computations made with respect to a period subsequent to April 1, 1949, the
deductions therein referred to shall in each case be ten-sixths (10/6ths) of the
respective amounts mentioned, in lieu of ten-sevenths (10/7ths).
(2) Notwithstanding the provisions of Section 3(a) of Article VIII of the
Original Indenture, no moneys received by the Trustee pursuant to Section 5(a)
of Article III of the Original Indenture shall be paid over by the Trustee in an
amount in excess of sixty percent (60%) of the net bondable value of property
additions not subject to an unfunded prior lien, and for the purposes of Section
3 of Article VII of the Original Indenture, the amount of cash required to be
deposited by the Company pursuant to Subsection (d) of said Section 3 of Article
VII shall not be reduced in an amount in excess of sixty percent (60%) of the
net bondable value of property additions not subject to an unfunded prior lien.
(3) For the purposes of clauses (c) and (d) of the definition of "net
bondable value of property additions subject to an unfunded prior lien",
contained in Article I of the Original Indenture, and Subsection 7 of clause (a)
of Section 4 of Article III of the Original Indenture, in all computations
25
made with respect to a period subsequent to April 1, 1949, the deductions
therein referred to shall in each case be ten-sixths (10/6ths) of the respective
amounts mentioned, in lieu of ten-sevenths (10/7ths).
(4) Subsection (a) of Section 14, clauses (1) and (2) of Subsection (a) of
Section 16 of Article IV and clause (1) of Subsection (b) of Section 1 of
Article XII of the Original Indenture shall be deemed amended by substituting
the words "sixty percent (60%)" for "seventy percent (70%)" where they appear in
said provisions of the Original Indenture.
(5) The definition of the term "net earnings available for interest,
depreciation and property retirement", as contained in Article I of the Original
Indenture, shall be deemed to mean the net earnings of the Company ascertained
as follows:
(a) The total operating revenues of the Company and the
net non-operating revenues of the properties of the Company shall be
ascertained.
(b) From the total, determined as provided in Subsection (a),
there shall be deducted all operating expenses, including all salaries,
rentals, insurance, license and franchise fees, expenditures for
repairs and maintenance, taxes (other than income, excess profits and
other taxes measured by or dependent on net taxable income),
depreciation as shown on the books of the Company or an amount equal to
the minimum provision for depreciation as hereinafter defined,
whichever is greater, but excluding all property retirement
appropriations, all interest and sinking fund charges, amortization of
stock and debt discount and expense or premium and further excluding
any charges to income or otherwise for the amortization of plant or
property accounts or of amounts transferred therefrom.
(c) The balance remaining after the deduction of the total
amount computed pursuant to Subsection (b) from the total amount
computed pursuant to Subsection (a) shall constitute the "net earnings
of the Company available for interest", provided that not more than
fifteen percent (15%) of the net earnings of the Company available for
interest may consist of the aggregate of (i) net non-operating income,
(ii) net earnings from mortgaged property other than property of the
character of property additions and (iii) net earnings from property
not subject to the lien of this Indenture.
26
(d) No income received or accrued by the Company from
securities and no profits or losses of capital assets shall be included
in making the computations aforesaid.
(e) In case the Company shall have acquired any acquired plant
or systems or shall have been consolidated or merged with any other
corporation, within or after the particular period for which the
calculation of net earnings of the Company available for interest,
depreciation and property retirement is made, then, in computing the
net earnings of the Company available for interest, depreciation and
property retirement, there may be included, to the extent they may not
have been otherwise included, the net earnings or net losses of such
acquired plant or system or of such other corporation, as the case may
be, for the whole of such period. The net earnings or net losses of
such property additions, or of such other corporation for the period
preceding such acquisition or such consolidation or merger, shall be
ascertained and computed as provided in the foregoing subsections of
this definition as if such acquired plant or system had been owned by
the Company during the whole of such period, or as if such other
corporation had been consolidated or merged with the Company prior to
the first day of such period.
(f) In case the Company shall have obtained the release of any
property pursuant to Section 3 of Article VII of the Original
Indenture, of a fair value in excess of Five Hundred Thousand Dollars
($500,000), as shown by the engineer's certificate required by said
Section 3, or shall have obtained the release of any property pursuant
to Section 5 of Article VII of the Original Indenture, the proceeds of
which shall have exceeded Five Hundred Thousand Dollars ($500,000),
within or after the particular period for which the calculation of net
earnings of the Company available for interest, depreciation and
property retirement is made, then, in computing the net earnings of the
Company available for interest, depreciation and property retirement,
the net earnings or net losses of such property for the whole of such
period shall be excluded to the extent practicable on the basis of
actual earnings and expenses of such property or on the basis of such
estimates of the earnings and expenses of such property as the signers
of an officers' certificate filed with the Trustee pursuant to Section
3(b) of Article III or Section 16 of Article IV of the Original
Indenture shall deem proper.
The term "minimum charge for depreciation" as used herein
shall mean an amount equal to (a) fifteen percent
27
(15%) of the total operating revenues of the Company after deducting
therefrom an amount equal to the aggregate cost to the Company of
electric energy, gas and water purchased for resale to others and
rentals paid for, or other payments made for the use of, property owned
by others and leased to or operated by the Company, the maintenance of
which and depreciation on which are borne by the owners, less (b) an
amount equal to the expenditures for maintenance and repairs to the
plants and property of the Company and included or reflected in its
operating expense accounts.
The terms "net earnings of property available for interest,
depreciation and property retirement" and "net earnings of another
corporation available for interest, depreciation and property
retirement" as contained in Article I of the Original Indenture, when
used with respect to any property or with respect to another
corporation, shall mean the net earnings of such property or the net
earnings of such other corporation, as the case may be, computed in the
manner provided in Subsections (a), (b), (c) and (d) hereof.
(6) Notwithstanding the provisions of clauses (1) and (2) of subsection (b)
of Article III, and Subsection (b) of Section 14 of Article IV, and Subsection
(b) of Section 16 of Article IV and clause (2) of Subsection (b) of Section 1 of
Article XII of the Original Indenture, the computation of net earnings required
therein shall be made as provided in Subsection (5) of this Section 1, and the
net earnings tests required in said mentioned provisions of Articles III, IV and
XII of the Original Indenture shall be based on two times the annual interest
charges described in such provisions, instead of two and one-half times such
charges, but shall not otherwise affect such provisions or relieve from the
requirements therein pertaining to ten percent (10%) of the principal amount of
bonds therein described.
SECTION 2. All of the Bonds of the __________ % Convertible Series and of
any series initially issued after the initial issuance of Bonds of the
__________ % Convertible Series shall, from time to time, be executed on behalf
of the Company by its Chairman of the Board, Chief Executive Officer, President
or one of its Vice Presidents whose signature, notwithstanding the provisions of
Section 12 of Article II of the Original Indenture, may be by facsimile, and its
corporate seal (which may be in facsimile) shall be thereunto affixed and
attested by its Secretary or one of its Assistant Secretaries
28
whose signature, notwithstanding the provisions of the aforesaid Section 12, may
be by facsimile.
In case any of the officers who have signed or sealed any of the Bonds of
the __________ % Convertible Series or of any series initially issued after the
initial issuance of Bonds of the __________ % Convertible Series manually or by
facsimile shall cease to be such officers of the Company before such Bonds so
signed and sealed shall have been actually authenticated by the Trustee or
delivered by the Company, such Bonds nevertheless may be authenticated, issued
and delivered with the same force and effect as though the person or persons who
so signed or sealed such Bonds had not ceased to be such officer or officers of
the Company; and also any such Bonds may be signed or sealed by manual or
facsimile signature on behalf of the Company by such persons as at the actual
date of the execution of any of such Bonds shall be the proper officers of the
Company, although at the nominal date of any such Bond any such person shall not
have been such officer of the Company.
SECTION 3. Article XV of the Original Indenture is amended so as to
substitute "sixty percent (60%)" for "eighty percent (80%)" wherever appearing
in said Article XV.
SECTION 4. Article XV of the Original Indenture is further amended by
adding thereto a Section 9 to read as follows:
"SECTION 9. (A) Anything in this Article XV contained to the
contrary notwithstanding, the Trustee shall receive the written consent
(in any number of instruments of similar tenor executed by bondholders
or by their attorneys appointed in writing) of the holders of sixty per
centum (60%) or more in principal amount of the bonds outstanding
hereunder, and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by action taken pursuant
to such consent, then also by consent of the holders of at least sixty
per centum (60%) in principal amount of each series of bonds so to be
affected and outstanding hereunder (at the time the last such needed
consent is delivered to the Trustee) in lieu of the holding of a
meeting pursuant to this Article XV and in lieu of all action at such a
meeting and with the same force and effect as a resolution duly adopted
in accordance with the provisions of Section 6 of this Article XV.
"(B) Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a
29
bank or trust company or a registered dealer in securities, (b) be
acknowledged before a Notary Public or other officer authorized to take
acknowledgements, or (c) have their genuineness otherwise established
to the satisfaction of the Trustee.
"The amount of bonds payable to bearer, and the series and
serial numbers thereof, held by a person executing an instrument of
consent (or whose attorney has executed an instrument of consent in his
behalf), and the date of his holding the same, may be proved by
exhibiting the bonds to and obtaining a certificate executed by (i) any
bank or trust or insurance company, or (ii) any trustee, secretary,
administrator or other proper officer of any pension, welfare,
hospitalization or similar fund or funds, or (iii) the United States of
America, any Territory thereof, the District of Columbia, any State of
the United States, any municipality in any State of the United States
or any public instrumentality of the United States, or of any State or
of any Territory, or (iv) any other person or corporation satisfactory
to the Trustee. A bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
"Each such certificate shall be dated and shall state, in
effect, that, as of the date thereof, a coupon bond or bonds bearing a
specified serial number or numbers was deposited with or exhibited to
the signer of such certificate. The holding by the person named in any
such certificate of any bond specified therein shall be presumed to
continue unless (1) any certificate bearing a later date issued in
respect of the same bond shall be produced, (2) the bond specified in
such certificate (or any bond or bonds issued in exchange or
substitution for such bond) shall be produced by another holder, or (3)
the bond specified in such certificate shall be registered as to
principal in the name of another holder or shall have been surrendered
in exchange for a fully registered bond registered in the name of
another holder. The Trustee may nevertheless, in its discretion,
require further proof in cases where it deems further proof desirable.
The ownership of registered bonds shall be proved by the registry
books.
"(C) Until such time as the Trustee shall receive the written
consent of the necessary per centum in principal amount of the bonds
required by the provisions of Subsection (A) above for action
contemplated by such consent, any holder of a bond, the serial number
of which is shown
30
by the evidence to be included in the bonds the holders of which have
consented to such action, may, by filing written notice with the
Trustee at its principal office and upon proof of holding as provided
in Subsection (B) above, revoke such consent so far as it concerns such
bond. Except as aforesaid, any such action taken by the holder of any
bond shall be conclusive and binding upon such holder and upon all
future holders of such bond (and any bond issued in lieu thereof or
exchanged therefor), irrespective of whether or not any notation of
such consent is made upon such bond, and in any event any action taken
by the holders of the percentage in aggregate principal amount of the
bonds specified in Subsection (A) above in connection with such action
shall be conclusively binding upon the Company, the Trustee and the
holders of all the bonds."
SECTION 5. The Company reserves the right subject to appropriate
corporate action, but without the consent or other action of holders of bonds of
any series created after January 1, 1997, to make such amendments to the
Original Indenture, as supplemented, as shall be necessary in order to amend
Article VII thereof by adding thereto a Section 8 and a Section 9 to read as
follows:
"SECTION 8. Notwithstanding any other provision of this
Indenture, unless an event of default shall have happened and be
continuing, or shall happen as a result of the making or granting of an
application to release mortgaged property permitted by this Section 8,
the Trustee shall release from the lien of this Indenture any mortgaged
property if the fair value to the Company of all of the property
constituting the trust estate (excluding the mortgaged property to be
released but including any mortgaged property to be acquired by the
Company with the proceeds of, or otherwise in connection with, such
release) equals or exceeds an amount equal to 10/7ths of the aggregate
principal amount of outstanding Bonds and prior xxxx xxxxx outstanding
at the time of such release, upon receipt by the Trustee of:
"(a) an officers' certificate dated the date of such
release, requesting such release, describing in reasonable
detail the mortgaged property to be released and stating the
reason for such release;
"(b) an engineer's certificate, dated the date of
such release, stating (i) that the signer of such engineer's
certificate has examined such officers' certificate in
connection with such release, (ii) the
31
fair value to the Company, in the opinion of the signer of
such engineer's certificate, of (A) all of the property
constituting the trust estate, and (B) the mortgaged property
to be released, in each case as of a date not more than 90
days prior to the date of such release, and (iii) that in the
opinion of such signer, such release will not impair the
security under this Indenture in contravention of the
provisions hereof;
"(c) in case any bondable property is being acquired
by the Company with the proceeds of, or otherwise in
connection with, such release, an engineer's certificate,
dated the date of such release, as to the fair value to the
Company, as of the date not more than 90 days prior to the
date of such release, of the bondable property being so
acquired (and if within six months prior to the date of
acquisition by the Company of the bondable property being so
acquired, such bondable property has been used or operated by
a person or persons other than the Company in a business
similar to that in which it has been or is to be used or
operated by the Company, and the fair value to the Company of
such bondable property, as set forth in such certificate, is
not less than $25,000 and not less than 1% of the aggregate
principal amount of Bonds at the time outstanding, such
certificate shall be an independent appraiser's certificate);
"(d) an officer's certificate, dated the date of such
release, stating the aggregate principal amount of outstanding
Bonds and prior xxxx xxxxx outstanding at the time of such
release, and stating that the fair value to the Company of all
of the property constituting the trust estate (excluding the
mortgaged property to be released but including any bondable
property to be acquired by the Company with the proceeds of,
or otherwise in connection with, such release) stated on the
independent appraiser's certificate filed pursuant to Section
8(c) equals or exceeds an amount equal to 10/7ths of such
aggregate principal amount;
"(e) an officers' certificate, dated the date of such
release, stating that, the Company is not, and by the making
or granting of the application will not be, in default in the
performance of any of the terms and covenants of this
Indenture;
32
"(f) an opinion of counsel, dated the date of
such release, as to compliance with conditions precedent.
"SECTION 9. If the Company is unable to obtain, in accordance
with any other Section of this Article VII, the release from the lien
of this Indenture of any property constituting part of the trust
estate, unless an event of default shall have happened and be
continuing, or shall happen as a result of the making or granting of an
application to release mortgaged property permitted by this Section 9,
the Trustee shall release from the lien of this Indenture any mortgaged
property if the fair value to the Company thereof, as shown by the
engineer's certificate filed pursuant to Section 9(b), is less than 1/2
of 1% of the aggregate principal amount of outstanding Bonds and prior
xxxx xxxxx outstanding at the time of such release, provided that the
aggregate fair value to the Company of all mortgaged property released
pursuant to this Section 9, as shown by all engineer's certificates
filed pursuant to Section 9(b) in any period of 12 consecutive calendar
months which includes the date of such engineer's certificate, shall
not exceed 1% of the aggregate principal amount of the outstanding
Bonds and prior xxxx xxxxx outstanding at the time of such release,
upon receipt by the Trustee of:
"(a) an officers' certificate, dated the date of such
release, requesting such release, describing in reasonable
detail the mortgaged property to be released and stating the
reason for such release;
"(b) an engineer's certificate, dated the date of
such release, stating (A) that the signer of such engineer's
certificate has examined such officers' certificate in
connection with such release, (B) the fair value to the
Company, in the opinion of the signer of such engineer's
certificate, of such mortgaged property to be released as of a
date not more than 90 days prior to the date of such release,
and (C) that in the opinion of such signer such release will
not impair the security under this Indenture in contravention
of the provisions hereof;
"(c) an officers' certificate, dated the date of such
release, stating the aggregate principal amount of outstanding
Bonds and prior xxxx xxxxx outstanding at the time of such
release, that 1/2 of 1% of such aggregate principal amount
does not exceed the fair
33
value to the Company of the mortgaged property for which such
release is applied for as shown by the engineer's certificate
referred to in Section 9(b), and that 1% of such aggregate
principal amount does not exceed the aggregate fair value to
the Company of all mortgaged property released from the lien
of this Indenture pursuant to this Section 9 as shown by all
engineer's certificates filed pursuant to Section 9(b) in such
period of 12 consecutive calendar months;
"(d) an officers' certificate, dated the date of such
release, stating that, the Company is not, and by the making
or granting of the application will not be, in default in the
performance of any of the terms and covenants of this
Indenture; and
(e) an opinion of counsel, dated the date of
such release, as to compliance with conditions precedent."
The Company also reserves the right subject to appropriate corporate
action, but without the consent or other action of holders of Bonds of any
series created after January 1, 1997 to amend, modify or delete any other
provision of the Original Indenture, as supplemented, as may be necessary in
order to effectuate the intents and purposes contemplated by the foregoing
Sections 8 and 9.
SECTION 6. The Company reserves the right subject to appropriate corporate
action, but without the consent or other action of holders of Bonds of any
series created after January 1, 1997 to:
(a) delete as a condition to the authentication of additional Bonds
pursuant to Sections 4, 5 or 6 of Article III of the Original Indenture the
requirement to file or deposit with the Trustee the officers' certificate
described in Section 3(b) of Article III of the Original Indenture;
(b) delete as a condition to the consolidation or merger of the Company
into, or sale by the Company of its property as an entirety or substantially as
an entirety to another corporation the requirement set forth in Section 1(b)(2)
of Article XII of the Original Indenture;
(c) delete as a condition to the release of property pursuant to Section 3
of Article VII of the Original Indenture, the requirement to obtain an
independent engineer's certificate
34
under the circumstances set forth in Section 3(c) of Article VII; and
(d) amend, modify or delete any other provision of the Original Indenture,
as supplemented, as may be necessary in order to effectuate the intents and
purposes contemplated by this Section 6.
ARTICLE VI.
Conversion of Bonds of the ____ % Convertible Series.*
SECTION 1. At any time after the Bonds of the _____% Convertible Series are
outstanding the Company may, at its option, convert (the "Conversion") all, but
not less than all, of the then outstanding Bonds of the _____% Convertible
Series for the same principal amount of the Debt Securities issuable under the
form of Indenture and Securities Resolution attached hereto as Appendix B
Holders of Bonds of the _____% Convertible Series so converted will be entitled
to receive $1,000 in principal amount of Debt Securities for each $1,000 of
principal amount of Bonds of the _____% Convertible Series held by such holder
as of the date fixed for Conversion (the "Conversion Date").
SECTION 2. The Company may condition its obligation to convert the Bonds of
the _____% Convertible Series upon the satisfaction of such conditions as the
Company may include in the notice required by Section 3 of this Article VI, and
no event of default shall arise hereunder from the failure to convert such Bonds
of the _____% Convertible Series in the event such conditions are not satisfied.
SECTION 3. In connection with any such Conversion, interest on converted
Bonds of the ____% Convertible Series which has accrued but has not been paid as
of the Conversion Date will accrue on Debt Securities from the date on which
interest was last paid on the Bonds of the ____% Convertible
----------
* The following provision will be included if the Series of Bonds is to be
subject to conversion as provided.
35
Series so converted and interest on such Bonds shall cease to accrue, provided
that accrued interest on Bonds of the ____% Convertible Series converted after a
record date but before the related interest payment date, shall be paid to the
holder of record of such Bonds of the ____% Convertible Series on such interest
payment date and interest on such Bonds shall cease to accrue, and the Debt
Securities into which such Bonds of the ____% Convertible Series shall have been
converted will begin to accrue interest from such interest payment date. The
rights of the holders of the Bonds of the ____% Convertible Series as
bondholders of the Company with respect to the bonds converted will cease and
the person or persons entitled to receive the Debt Securities issuable upon
Conversion will be treated as the registered holder or holders of such Debt
Securities from the Conversion Date. Debt Securities issued in conversion of
Bonds of the ____% Convertible Series will be issued in principal amounts of
$1,000 and integral multiples thereof. The Company may condition its obligation
to convert Bonds of the ____% Convertible Series upon the satisfaction of
certain conditions to be specified in the notice referred to below. The Company
will mail to each holder of record of the Bonds of the ___% Convertible Series
to be converted into Debt Securities written notice thereof at least 15 and not
more than 120 days prior to the Conversion Date. The notice must state (i) the
Conversion Date, (ii) the place or places where certificates for Bonds of the
____% Convertible Series may be surrendered for conversion into Debt Securities,
(iii) that interest on the Debt Securities will accrue from the date on which
interest on the Bonds of the ___% Convertible Series was last paid (except in
the case of a Conversion Date after a record date, but before the related
interest payment date, in which case interest will accrue from the interest
payment date next following such record date) and interest on Bonds of the ___%
Convertible Series shall henceforth no longer accrue, (iv) the conditions, if
any, required to be satisfied concurrent with or prior to the Conversion Date,
(v) that whether or not certificates for Bonds of the ____% Convertible Series
are surrendered for conversion on such Conversion Date, holders of the Bonds of
the ____% Convertible Series will be treated as holders of Debt Securities from
and after the Conversion Date and (vi) on and after the Conversion Date Bonds of
the ____% Convertible Series shall be deemed refundable bonds, and may be used
for any purpose provided for such bonds under the Mortgage.
SECTION 4. Any of the Bonds of the ____ % Convertible Series delivered to
the Trustee for conversion pursuant to this Article VI shall be forthwith
canceled by the Trustee, provided that whether or not so delivered all converted
Bonds of the ____ % Convertible Series shall be
36
refundable Bonds as defined in the Indenture, and shall no longer be outstanding
thereunder, and shall be useable by the Company to satisfy the conditions under
Section 2 of Article VIII of the Original Indenture and in Section 2 of Article
IV of the Twenty-Sixth Supplemental Indenture dated as of February 15, 1990, the
Twenty-Eighth Supplemental Indenture dated July 1, 1992, the Twenty-Ninth
Supplemental Indenture dated as of August 20, 1992, the Thirtieth Supplemental
Indenture dated as of February 1, 1993, the Thirty-First Supplemental Indenture
dated as of April 15, 1993 and the Thirty-Second Supplemental Indenture dated as
of April 15, 1994 and any similar provision contained in any Supplemental
Indenture entered after the date of this Supplemental Indenture.
ARTICLE VII.
Miscellaneous Provisions.
SECTION 1. The Trustee accepts the trusts herein declared, provided,
created or supplemented and agrees to perform the same upon the terms and
conditions herein and in the Original Indenture, as amended, set forth and upon
the following terms and conditions.
SECTION 2. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general each and every term and condition
contained in Article XIII of the Original Indenture, as amended by the Second
Supplemental Indenture, shall apply to and form part of this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full with such omissions, variations and insertions, if any, as may be
appropriate to make the same conform to the provisions of this Supplemental
Indenture.
SECTION 3. Whenever in this Supplemental Indenture either of the parties
hereto is named or referred to, such reference shall, subject to the provisions
of Articles XII and XIII of the Original Indenture, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Supplemental Indenture contained by or on behalf of the Company, or by or
on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the
respective benefits of the respective successors and assigns of such parties,
whether so expressed or not.
37
SECTION 4. Nothing in this Supplemental Indenture, expressed or implied, is
intended or shall be construed, to confer upon, or to give to, any person, firm
or corporation, other than the parties hereto and the holders of the Bonds and
coupons outstanding under the Indenture, any right, remedy or claim under or by
reason of this Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions, stipulations,
promises and agreements in this Supplemental Indenture contained by and on
behalf of the Company shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the Bonds and of the coupons outstanding under the
Indenture.
SECTION 5. This Supplemental Indenture may be executed in several
counterparts, and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
SECTION 6. The Titles of the several Articles of this Supplemental
Indenture shall not be deemed to be any part thereof.
38
IN WITNESS HEREOF, WESTERN RESOURCES, INC., party hereto of the first part,
has caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its Chairman of the Board, President, Chief Executive
Officer or a Vice President, and its corporate seal to be attested by its
Secretary or an Assistant Secretary for and in its behalf, and XXXXXX TRUST AND
SAVINGS BANK, party hereto of the second part, has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by its Chairman
of the Board, Chief Executive Officer, President or a Vice President and its
corporate seal to be attested by its Secretary or an Assistant Secretary, all as
of the day and year first above written.
(CORPORATE SEAL) WESTERN RESOURCES, INC.
By:
------------------------------
ATTEST:
By:
--------------------------
Executed, sealed and delivered by WESTERN RESOURCES, INC.
in the presence of:
By:
---------------------------
By:
---------------------------
39
XXXXXX TRUST AND SAVINGS BANK,
As Trustee
By:
------------------------------
ATTEST:
By:
------------------------------
Executed, sealed and delivered by
XXXXXX TRUST AND SAVINGS BANK
in the presence of:
By:
------------------------------
By:
------------------------------
40
STATE OF KANSAS)
: ss.:
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that on this ____ day of _______________, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came __________ and __________, of Western Resources, Inc., a
corporation duly organized, incorporated and existing under the laws of the
State of Kansas, who are personally known to me to be such officers, and who are
personally known to me to be the same persons who executed as such officers the
within instrument of writing, and such persons duly acknowledged the execution
of the same to be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
-----------------------------
Notary Public
My Commission Expires
41
STATE OF ILLINOIS)
: ss.:
COUNTY OF XXXX)
BE IT REMEMBERED, that on this ____ day of ______________, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came __________ and _________, of Xxxxxx Trust and Savings Bank, a
corporation duly organized, incorporated and existing under the laws of the
State of Illinois, who are personally known to me to be such officers, and who
are personally known to me to be the same persons who executed as such officers
the within instrument of writing, and such persons duly acknowledged the
execution of the same to be the act and deed of said corporation.
------------------------------
Notary Public
My Commission Expires
42
STATE OF KANSAS )
: ss.:
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that on this ____ day of _______________, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came __________ and __________, of Western Resources, Inc., a
corporation duly organized, incorporated and existing under the laws of the
State of Kansas, who are personally known to me to be such officers, being by me
respectively duly sworn, did each say that the said __________ is Executive Vice
President and Chief Financial Officer and that the said __________ is Secretary
of said corporation, that the consideration of and for the foregoing instrument
was actual and adequate, that the same was made and given in good faith, for the
uses and purposes therein set forth and without any intent to hinder, delay, or
defraud creditors or purchasers.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
------------------------------
Notary Public
My Commission Expires
43
APPENDIX A
to
__________ SUPPLEMENTAL INDENTURE
Dated __________________
Western Resources, Inc.
to
Xxxxxx Trust and Savings Bank
---------------
DESCRIPTION OF PROPERTIES
LOCATED IN THE STATES OF KANSAS AND OKLAHOMA
FIRST
PARCELS OF REAL ESTATE
[TO BE COMPLETED IF APPROPRIATE]
A-1
